Current Report Filing (8-k)
January 13 2021 - 5:25PM
Edgar (US Regulatory)
united
states
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): January 12, 2021
CANOO
INC.
(Exact
name of registrant as specified in its charter)
Delaware
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001-38824
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83-1476189
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(State
or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification No.)
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19951
Mariner Avenue
Torrance, California
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90503
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(Address
of principal executive offices)
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(Zip
Code)
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(424)
271-2144
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant
under any of the following provisions:
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
symbol(s)
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Name
of each exchange on which registered
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Common
Stock, $0.0001 par value per share
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GOEV
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The
Nasdaq Global Select Market
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Warrants,
each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share
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GOEVW
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The
Nasdaq Global Select Market
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Indicate
by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act
of 1933 (§ 230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§240.12b–2 of
this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
4.01
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Changes
in Registrant’s Certifying Accountant.
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On
January 12, 2021, the Audit Committee of the Board of Directors (the “Board”) of Canoo Inc., a Delaware corporation
(the “Company” f/k/a Hennessy Capital Acquisition Corp. IV (“HCAC”)) approved the engagement of Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm to audit the Company’s
consolidated financial statements for the year ended December 31, 2020. Accordingly, WithumSmith+Brown, PC (“Withum”)
was informed on January 12, 2021 that it would be replaced by Deloitte as the Company’s independent registered public accounting
firm.
Withum’s
report of independent registered public accounting firm, dated March 16, 2020, on the Company’s balance sheets as of December
31, 2019 and 2018, the related statements of operations, stockholders’ equity and cash flows for the year ended December
31, 2019 and for the period from August 6, 2018 (inception) to December 31, 2018, and the related notes to the financial statements
did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope
or accounting principles other than HCAC’s ability to continue as a going concern due to HCAC’s obligation to either
complete a business combination by the close of business on September 5, 2020, or cease all operations except for the purpose
of winding down and liquidating.
During
the period from August 6, 2018 (inception) to December 31, 2019 and the subsequent period through January 12, 2021, there were
no: (i) disagreements with Withum on any matter of accounting principles or practices, financial statement disclosures or audited
scope or procedures, which disagreements if not resolved to Withum’s satisfaction would have caused Withum to make reference
to the subject matter of the disagreement in connection with its report or (ii) reportable events as defined in Item 304(a)(1)(v)
of Regulation S-K.
During
the period from August 6, 2018 (inception) to December 31, 2019, and the interim period through January 12, 2021, the Company
did not consult Deloitte with respect to either (i) the application of accounting principles to a specified transaction, either
completed or proposed; or the type of audit opinion that might be rendered on the Company’s financial statements, and no
written report or oral advice was provided to the Company by Deloitte that Deloitte concluded was an important factor considered
by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was
either the subject of a disagreement, as that term is described in Item 304(a)(1)(iv) of Regulation S-K under the Exchange Act
and the related instructions to Item 304 of Regulation S-K under the Exchange Act, or a reportable event, as that term is defined
in Item 304(a)(1)(v) of Regulation S-K under the Exchange Act.
The
Company has provided Withum with a copy of the disclosures made by the Company in this Item 4.01 in response to Item 304(a) of
Regulation S-K under the Exchange Act and has requested that Withum furnish the Company with a letter addressed to the SEC stating
whether it agrees with the statements made by the registrant in this Item 4.01 in response to Item 304(a) of Regulation S-K under
the Exchange Act and, if not, stating the respects in which it does not agree. A letter from Withum is attached hereto as Exhibit
16.1.
Item 5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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On
January 12, 2021 (the “Effective Date”), upon the recommendation of its Nominating and Corporate Governance
Committee (the “Nominating Committee”), the Board increased the size of the Board from 6 to 7 members, and
appointed Ms. Debra von Storch to fill the newly created vacancy to serve on the Board as a Class I director until the
Company’s 2021 annual meeting of stockholders, and until her successor has been duly elected and qualified,
or until her earlier death, resignation or removal. Based upon the further recommendation of its Nominating Committee, the
Board appointed Ms. von Storch to replace Ms. Josette Sheeran as a member of its Audit Committee and appointed Ms. von Storch
to replace Mr. Thomas Dattilo as the Chair of its Compensation Committee, with such appointments effective upon her
appointment to the Board. Ms. Sheeran and Mr. Dattilo will remain directors of the Board, and Mr. Dattilo will remain a
member of the Compensation Committee. Ms. von Storch was not selected by the Board to serve as a director pursuant to any
arrangement or understanding with any person.
In
connection with the aforementioned appointment to the Board, the Company entered into its standard indemnification agreement with
Ms. von Storch, which form indemnification agreement is filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K
(File No. 001-38824) filed with the SEC on December 22, 2020, which requires the Company, under the circumstances and to the extent
provided for therein, to indemnify the indemnitee to the fullest extent permitted by applicable law against certain expenses and
other amounts incurred by the indemnitee as a result of the indemnitee being made a party to certain actions, suits, investigations
and other proceedings.
Item 7.01
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Regulation
FD Disclosure.
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On
January 13, 2021, the Company issued a press release announcing the appointment of Ms. von Storch to the Board. A copy of the
Company’s press release announcing the appointment is attached hereto as Exhibit 99.1.
The
information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01
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Financial Statements and Exhibits.
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(d)
Exhibits.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated:
January 13, 2021
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CANOO
INC.
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By:
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/s/
Paul Balciunas
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Paul
Balciunas
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Chief
Financial Officer
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3
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