Fisker Announces Launch of Its $350 Million At-the-Market Equity Program
May 24 2022 - 08:47AM
Business Wire
Fisker Inc. (NYSE: FSR) (“Fisker”) today announced that it has
entered into an at-the-market distribution agreement, dated May 24,
2022 (the "Distribution Agreement"), with J.P. Morgan Securities
LLC and Cowen and Company, LLC (collectively, the “Agents”) as the
sales agents, pursuant to which Fisker established an at-the-market
equity program (the “ATM Program”). Pursuant to the ATM Program,
Fisker may, at its discretion and from time to time during the term
of the Distribution Agreement, sell, through the Agents, shares of
its Class A Common Stock, par value $0.00001 (the “Class A Common
Stock”) as would result in aggregate gross proceeds to Fisker of up
to $350 million by any method permitted by law deemed to be an
“at-the-market offering” as defined in Rule 415 of the Securities
Act of 1933, as amended, including without limitation sales made
directly on the New York Stock Exchange, on any other existing
trading market for the Class A Common Stock or to or through a
market maker. In addition, the sales agents may also sell the
shares of Class A Common Stock by any other method permitted by
law, including, but not limited to, negotiated transactions.
Fisker intends to use the net proceeds that it receives from the
ATM Program for the development of the Fisker Personal Electric
Automotive Revolution (PEAR) and additional vehicle development,
retail development, additional technology development and general
corporate purposes. Since the Class A Common Stock will be
distributed at market prices prevailing at the time of the sale,
prices may vary between purchasers and during the period of
distribution. The volume and timing of sales, if any, will be
determined at the sole discretion of Fisker's management and in
accordance with the terms of the Distribution Agreement.
Fisker filed a Registration Statement on Form S-3 (File No.
333-261875), which was declared effective by the United States
Securities and Exchange Commission (the "SEC") on January 4, 2022,
including a base prospectus dated January 4, 2022, and has filed a
prospectus supplement dated May 24, 2022, to which this
communication relates. Sales in the at-the-market program, if any,
will be made pursuant to the prospectus and prospectus supplement.
Before you invest, you should read the prospectus in the
Registration Statement, the related prospectus supplement and the
other documents Fisker has filed with the SEC for more complete
information about Fisker and this offering. You may obtain copies
of the prospectus supplement and accompanying prospectus relating
to the offering without charge by visiting the SEC’s website at
www.sec.gov or by contacting J.P. Morgan Securities LLC, c/o
Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood,
NY 11717, by telephone at 1-866-803-9204, or by email at
prospectus-eq_fi@jpmchase.com or Cowen and Company, LLC; c/o
Broadridge Financial Services, 1155 Long Island Avenue, Edgewood,
NY, 11717, Attn: Prospectus Department, or by calling (631)
274-2806.
This news release is for informational purposes only and shall
not constitute an offer to sell or a solicitation of an offer to
buy, nor shall there be any sale of, the shares of Class A Common
Stock in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such state or
jurisdiction.
About Fisker Inc.
California-based Fisker Inc. is revolutionizing the automotive
industry by developing the most emotionally desirable and
eco-friendly electric vehicles on Earth. Passionately driven by a
vision of a clean future for all, Fisker is on a mission to become
the No. 1 e-mobility service provider with the world's most
sustainable vehicles.
Forward-Looking
Statements
This press release includes forward-looking statements, which
are subject to the “safe harbor” provisions of the U.S. Private
Securities Litigation Reform Act of 1995. These statements may be
identified by words such as “feel,” “believes,” expects,”
“estimates,” “projects,” “intends,” “should,” “is to be,” or the
negative of such terms, or other comparable terminology and
include, among other things, statements reflecting the current
beliefs and expectations of management made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act
of 1995. Such forward-looking statements involve known and unknown
risks, uncertainties, and other important factors that may cause
Fisker’s actual results, performance, or achievements to be
materially different from any future results, performance, or
achievements expressed or implied by the forward-looking
statements. Such risks and uncertainties include, among others, the
risks and uncertainties set forth in Fisker’s Annual Report on Form
10-K for the year ended December 31, 2021, its Quarterly Report on
Form 10-Q for the quarter ended March 31, 2022, and in its
subsequent filings with the SEC. Any forward-looking statements
speak only as of the date on which they are made, and Fisker
undertakes no obligation to update any forward-looking statement to
reflect events or circumstances after the date of this press
release.
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version on businesswire.com: https://www.businesswire.com/news/home/20220524005751/en/
Fisker Inc. Communications
Matthew DeBord, Sr. Director, Communications Strategy &
Storytelling mdebord@fiskerinc.com
Rebecca Lindland, Director, Communications
rlindland@fiskerinc.com
Frank Boroch, VP, Investor Relations & Treasury
investors@fiskerinc.com
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