Item 1.01. Entry into a Material Definitive Agreement.
On
The agents will be entitled to total compensation at a commission rate of 3.0%
of the gross sales price per share sold, with
We are not obligated to sell any of the Shares under the Sales Agreement and may
at any time suspend solicitation and offers thereunder. The offering of Shares
pursuant to the Sales Agreement will terminate on the earlier of (1) the sale,
pursuant to the Sales Agreement, of Shares having an aggregate sales price of
The Shares will be issued pursuant to the Company's shelf registration statement
on Form S-3 (File No. 333-264842). The Company filed a prospectus supplement on
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the Shares, nor shall there be an offer, solicitation or sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.
The foregoing description of the Sales Agreement and the Side Letter is only a summary and is qualified in its entirety by reference to the full text of the Sales Agreement and the Side Letter which are filed as Exhibit 1.1 and Exhibit 1.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
Attached to this Current Report on Form 8-K as Exhibit 5.1, and incorporated by
reference to the Prospectus Supplement, is the opinion of
Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 1.1 Equity Distribution Agreement, amongCanoo Inc. andEvercore Group L.L.C. andH.C. Wainwright & Co., LLC datedAugust 8, 2022 . 1.2 Side Letter to Equity Distribution Agreement, amongCanoo Inc. andEvercore Group L.L.C. andH.C. Wainwright & Co., LLC , datedAugust 8, 2022 . 5.1 Opinion ofKirkland & Ellis LLP . 23.1 Consent ofKirkland & Ellis LLP (included in Exhibit 5.1). 104 Cover Page Interactive Data File (Formatted as Inline XBRL)
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