{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-23-107507","form_type":"8-K","ticker":null,"cik":"0001750153","company_name":"Canoo Inc.","filed_at":"2023-10-06T23:59:59+00:00","discovered_at":"2026-05-14T18:03:30.304995+00:00","generated_at":"2026-06-10T03:32:06.709848+00:00","sec_items":["5.03","5.07","9.01"],"event_type":"other_material","sentiment":"negative","materiality_score":0.85,"calibrated_materiality_score":0.85,"confidence":"high","headline":"Canoo stockholders approve doubling authorized shares to 2B and Yorkville issuance","bullets":["Authorized common stock increased from 1B to 2B shares; total authorized capital stock to 2.01B.","Yorkville share issuance approved: 182.8M for, 14.0M against, 125.0M broker non-votes.","Yorkville floor price lowered from $0.50 to $0.10 per share for pre-paid advance agreement.","Special meeting held Oct 5, 2023; quorum of 323M shares (51.4% of outstanding)."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-23-107507","json":"https://secwatch.observer/filing/0001104659-23-107507.json","markdown":"https://secwatch.observer/filing/0001104659-23-107507.md","text":"https://secwatch.observer/filing/0001104659-23-107507.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1750153/000110465923107507/0001104659-23-107507-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1750153/000110465923107507/tm2327715d1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-10T03:32:06.709848+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"b17ed9b70e1617f6b6eae3ab4ce7c5a8464c8150","claim":"Canoo Inc.: Amendment to increase authorized common stock from 1,000,000,000 to 2,000,000,000 shares (effective 2023-10-06).","evidence_excerpt":"On October 6, 2023, the Company filed a Certificate of Amendment to the Company’s Second Amended and Restated Certificate of Incorporation with the Delaware Secretary of State implementing the Authorized Shares Amendment.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1750153/000110465923107507/0001104659-23-107507-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2023-10-06"}],"fact_type":"governance_change"},{"claim_id":"1766c6f7ee29442d395c2ddac81a461d180301d2","claim":"Canoo Inc. shareholders approved Yorkville Floor Price Proposal at the 2023-10-05 meeting.","evidence_excerpt":"Proposal No. 3: The Company’s stockholders approved an amendment to the Pre-Paid Advance Agreement with Yorkville to lower the minimum price at which shares may be sold by us from $0.50 per share to $0.10 per share, which was referred to as the Yorkville Floor Price Proposal. Votes For Votes Against Abstentions Broker Non-Votes 181,364,352 15,634,656 1,095,792 124,990,916","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1750153/000110465923107507/0001104659-23-107507-index.htm","confidence":0.95,"family_label":"Shareholder Votes","details":[{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-10-05"}],"fact_type":"shareholder_vote"},{"claim_id":"2aebd056a98c24e62ab9b54af56004033ae9e77f","claim":"Canoo Inc. shareholders approved Yorkville Share Issuance Proposal at the 2023-10-05 meeting.","evidence_excerpt":"Proposal No. 2: The Company’s stockholders approved, pursuant to Nasdaq Marketplace Rule 5635, the issuance of shares of the Company’s common stock (i) upon the conversion of certain convertible debentures that have been issued to YA II PN, Ltd. (“Yorkville”) pursuant to (a) the Securities Purchase Agreement entered into with Yorkville on April 24, 2023, (b) the Securities Purchase Agreement entered into with Yorkville on June 30, 2023 (the “June SPA”), and (c) the Securities Purchase Agreement entered into with Yorkville on August 2, 2023 (the “August SPA”), (ii) upon the exercise of warrants issued pursuant to the June SPA and the August SPA, and (iii) if Yorkville chooses to exercise one or both options to purchase additional convertible debentures and warrants under the June SPA and the August SPA, respectively, pursuant to the conversion of such convertible debentures and/or upon the exercise of such warrants that may be issued upon exercise of one or both options, in excess of 20","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1750153/000110465923107507/0001104659-23-107507-index.htm","confidence":0.95,"family_label":"Shareholder Votes","details":[{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-10-05"}],"fact_type":"shareholder_vote"},{"claim_id":"51c786b28f2db76efc84bae62602eea40be4c688","claim":"Canoo Inc. shareholders approved Adjournment Proposal at the 2023-10-05 meeting.","evidence_excerpt":"Proposal No. 4: The Company’s stockholders approved a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, one or more of the other proposals to be voted on at the Special Meeting, which was referred to as the Adjournment Proposal. Votes For Votes Against Abstentions 299,058,393 21,301,232 2,726,091","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1750153/000110465923107507/0001104659-23-107507-index.htm","confidence":0.95,"family_label":"Shareholder Votes","details":[{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-10-05"}],"fact_type":"shareholder_vote"},{"claim_id":"c0956d05186f401b24c5dfdc4f81c1d52e670266","claim":"Canoo Inc. shareholders approved Authorized Shares Amendment at the 2023-10-05 meeting.","evidence_excerpt":"Proposal No. 1: The Company’s stockholders approved the Authorized Shares Amendment, which was referred to as the Share Authorization Proposal. Votes For Votes Against Abstentions 288,490,817 32,956,338 1,638,561","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1750153/000110465923107507/0001104659-23-107507-index.htm","confidence":0.95,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-10-05"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}