Filed
Pursuant to Rule 424(b)(3)
Registration No. 333-250045
PROSPECTUS SUPPLEMENT NO. 5
(to Prospectus dated April 6, 2022)
![](https://content.edgar-online.com/edgar_conv_img/2022/05/23/0001104659-22-063655_tm2216027d7_424b3img001.jpg)
Up to 72,133,238 Shares of Class A Common Stock
Up to 2,314,418 Shares of Class A Common Stock
Issuable Upon Exercise of Warrants Up to 2,314,418 Warrants
This prospectus supplement supplements the prospectus
dated April 6, 2022 (as amended and supplemented from time to time, the “Prospectus”), which forms a part of our registration
statement on Form S-l (No. 333-250045). This prospectus supplement is being filed to update and supplement the information in
the Prospectus with the information contained in our Current Report on Form 8-K filed with the Securities and Exchange Commission
on May 23, 2022 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.
The Prospectus and this prospectus supplement
relate to the issuance by us of up to an aggregate of up to 2,314,418 shares of our Class A common stock, $0.0001 par value per share
(“Class A common stock”), that are issuable upon the exercise of 2,314,418 warrants (the “Private Placement Warrants”)
originally issued in a private placement in connection with the initial public offering of DiamondPeak Holdings Corp. (“DiamondPeak”).
We will receive the proceeds from any exercise of any Private Placement Warrants for cash.
The Prospectus and this prospectus supplement
also relate to the offer and sale from time to time by the selling securityholders named in the Prospectus (the “Selling Securityholders”)
of (i) up to 72,133,238 shares of Class A common stock (including up to 1,220,230 shares of Class A common stock that have
been issued and up to 2,314,418 shares of Class A common stock that may be issued upon exercise of the Private Placement Warrants
and up to 1,649,489 shares of Class A common stock that may be issued upon exercise of BGL Warrants (as defined in the Prospectus))
and (ii) up to 2,314,418 Private Placement Warrants. We will not receive any proceeds from the sale of any shares of Class A
common stock or Private Placement Warrants by the Selling Securityholders pursuant to this Prospectus and this prospectus supplement.
We are registering the securities for resale pursuant
to the Selling Securityholders’ registration rights under certain agreements between us and the Selling Securityholders. Our registration
of the securities covered by the Prospectus and this prospectus supplement does not mean that the Selling Securityholders will offer or
sell any of the securities. The Selling Securityholders may sell the shares of Class A common stock and Private Placement Warrants
covered by the Prospectus and this prospectus supplement in a number of different ways and at varying prices. We provide more information
about how the Selling Securityholders may sell the securities in the section entitled “Plan of Distribution.”
Our Class A common stock is listed on the
Nasdaq Global Select Market under the symbol “RIDE.” On May 20, 2022, the closing price of our Class A common stock was
$2.13 per share.
This prospectus supplement updates and supplements
the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus,
including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there
is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this
prospectus supplement.
See the section entitled “Risk Factors”
beginning on page 5 of the Prospectus to read about factors you should consider before buying our securities.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is May
23, 2022.
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): May 19, 2022
LORDSTOWN MOTORS CORP.
(Exact name of registrant as specified in its
charter)
Delaware |
001-38821 |
83-2533239 |
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
2300 Hallock Young Road
Lordstown, Ohio 44481
(Address of principal executive offices,
including zip code)
Registrant’s
telephone number, including area code: (234)
285-4001
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 obligation of the registrant under any of the following
provisions:
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which
registered |
Class A
common stock, par value $0.0001 per share |
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RIDE |
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The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company 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 5.07. | Submission of Matters to a Vote of Security Holders. |
See Item 8.01 below.
At the annual meeting of stockholders of Lordstown Motors
Corp. (the “Company”) held on May 19, 2022 (the “Annual Meeting”), the Company’s stockholders were asked
to approve an amendment to its Second Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”),
to increase the total number of authorized shares of the Company’s Class A common stock from 300,000,000 shares to 450,000,000 shares
(the “Charter Amendment”), as further described in the Company’s definitive proxy statement for the Annual Meeting filed
with the Securities and Exchange Commission (“SEC”) on April 8, 2022, as supplemented on May 9, 2022.
The Company’s Current Report on Form
8-K filed with the SEC on May 19, 2022 (the “Current Report”) reported that the Charter Amendment was approved at the
Annual Meeting and that the Certificate of Incorporation was thereby amended, as the Charter Amendment had been filed with the
Secretary of State of the State of Delaware. To date, none of the shares authorized by the Charter Amendment have been issued.
Subsequent to the Current Report, on May 20, 2022, the Company’s
Board of Directors received the letter from the law firm of Purcell & Lefkowitz LLP on behalf of three purported stockholders that
is filed herewith as Exhibit 99.1. The contents of
Exhibit 99.1 are incorporated by reference herein. The Board is evaluating the matters asserted in the letter. Pending this evaluation, the report of the votes regarding the approval of the Charter Amendment contained in the Current Report can no
longer be considered final.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURES
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.
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LORDSTOWN MOTORS CORP. |
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By: |
/s/ Adam Kroll |
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Name: |
Adam Kroll |
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Title: |
Chief Financial Officer |
Date: May 23, 2022 |
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Exhibit 99.1
May 20, 2022
VIA UPS
& EMAIL
Board of Directors
Lordstown Motors Corp.
2300 Hallock Young
Road
Lordstown, Ohio 44481
legal@lordstownmotors.com
Re:
Stockholder Litigation Demand
To Lordstown Motors Corp.:
This firm represents
James Medved, Adam Owen, and Michael Vacha, stockholders of Lordstown
Motors Corp. (“Lordstown” or the “Company”) entitled to vote
at the Company’s 2022 annual meeting of stockholders held May 19, 2022
(the “Annual Meeting”). We
make this litigation demand on behalf of the Company and
its stockholders in order to address
certain misconduct by the Company’s board of directors (the “Board”). As
described in detail below, the
Board misled stockholders
into approving an amendment to the
Company’s Second Amended and Restated Certificate of Incorporation (the “Certificate
of Incorporation”), increasing the
Company’s authorized common stock from 300,000,000 shares
to 450,000,000 shares (the “Amendment”).
In the Company’s Schedule 14A Definitive
Proxy Statement filed with the United
States Securities and Exchange Commission on April 8, 2022
(the “Proxy”) pursuant to which
the Board sought stockholder approval of the Amendment – the
approval of which required the affirmative vote of
a majority of the Company’s outstanding stock – the Board
represented to stockholders
that if they did not instruct their
broker on how to vote
their shares, the broker would not have the authority to cast
an affirmative vote in
favor of the Amendment, and accordingly, that stockholders could vote against the Amendment simply by not providing
any voting instructions to their broker.
Relying on the Board’s representation,
stockholders owning an aggregate of 59,976,523 shares
effectively “voted” against
the Amendment by not instructing
their brokers how to vote. Then, contrary to the
representations in the Proxy, the Board
allowed the 59,976,523
shares to be cast by brokers in favor of the
Amendment, and as
a result, a vote that actually
failed was deemed approved.
In
connection with the
Annual Meeting, on April 8, 2022, the
Company filed the Proxy with the SEC
(which it supplemented on May 9, 2021). In Proposal
No. 1, the Board sought election
of three Class II directors for a term of three years. In
Proposal No. 2, the Board sought ratification of the
appointment of KPMG LLP as the Company’s independent
registered public accounting firm for the fiscal year ending December
31, 2022. In Proposal No. 3, the Board sought
stockholder approval of
a proposal to amend the Company’s 2020
Equity Incentive Plan to increase the number of shares of
the Company’s Class A common stock reserved
under the plan by 7,000,000. In Proposal No. 4, the Board sought
stockholder approval of an amendment
to the Certificate of Incorporation increasing the number of authorized shares of Class
A common stock by 150,000,000 shares (from
300,000,000 shares to
450,000,000 shares) (i.e., the
Amendment). In Proposal No. 5,
the Board sought, on an advisory vote,
stockholder approval of the
Company’s executive compensation
program (the “Say-on-Pay
Vote”). In Proposal No. 6,
the Board sought, in an
advisory vote, stockholder approval on how
frequently Say-on-Pay
Votes would be held.
Pursuant
to Section 242 of the Delaware General Corporation Law, approval of the
Amendment required the affirmative vote of a majority of the Company’s
voting power. This requirement
was acknowledged in the Proxy, which stated as follows regarding
the “Vote Required”
for Proposal No. 4: “Votes representing
a majority of the shares outstanding and entitled to vote at the
2022 Annual Meeting.” According to the Company’s Form 8-K
filed with the SEC on May 19,
2022 (the “8-K”),
there were 196,746,353 shares of the Company’s common stock
entitled to vote at the Annual
Meeting. Thus, in order to garner
approval, Proposal No. 4 needed
the affirmative vote of at least 98,373,177 shares.
With
respect to the proposals, a stockholder
could vote “For” that proposal,
“Against”
that proposal, or
“Withhold”
or “Abstain” from
voting (or, in
connection with the Say-on-Pay
frequency vote, select every 1,
2, or 3 years).
For all shares held
in an account at a broker,
bank, or similar
financial organization, the
owner of the shares is
considered the beneficial owner, with the shares
being held
by the financial institution in “street
name.” The organization
holding the account is considered
the stockholder of record
for voting purposes.
A beneficial owner is entitled to
instruct that organization on how to vote
the shares held in the beneficial
owner’s account.
The
Proxy informed stockholder what
would happen if a
stockholder did
not provide their broker with specific voting instructions. As
represented in the Proxy, in such a case, the broker would
only have authority
to vote on Proposal No. 2,
and the shares would not
be voted on any of the other
proposals (including Proposal
No. 4) but instead would
be treated as broker non-votes with respect
to those proposals.1
As specifically stated in the
Proxy:
1
In reality, this representation was false. Under New York
Stock Exchange Rule 452, brokers do have authority to vote uninstructed
shares in favor of amendments to a
charter increasing the authorized shares of
common stock.
If
you are the stockholder of record
and you do not vote by proxy
card, by telephone, via
the Internet or during the 2022 Annual
Meeting, your shares will
not be voted at the 2022 Annual Meeting.
If you submit a
proxy, but you do not provide voting instructions, your
shares will be voted in accordance with the
recommendation of the Board. If
you are a beneficial owner and you do not provide the organization
that is the stockholder of record
for your shares with voting instructions,
the organization will determine if it has
the discretionary authority to
vote on the particular matter. Under
applicable regulations, brokers and other intermediaries
have the discretion to vote on routine matters such as
Proposal Two but do not have discretion to vote on non-routine matters such as the election of
directors (Proposals One, Three and Four). Therefore, if
you do not provide voting instructions to that organization, it may vote your shares only on Proposal Two and any other routine matters
properly presented for a vote at the 2022 Annual Meeting.
***
An
organization that holds shares
of Common Stock for a beneficial
owner will have the discretion
to vote on routine proposals
if it has not received voting instructions from
the beneficial owner. A broker
“non-vote” occurs when a broker,
bank or other intermediary that
is otherwise counted as present or represented
by proxy does not receive voting
instructions from the beneficial
owner and does not have the discretion to vote
the shares. A broker “non-vote” will be
counted for purposes of calculating
whether a quorum is present at the
2022 Annual Meeting, but will
not have any effect on the outcomes of the Proposals,
except with respect to Proposal Four for
which a broker non-vote has the same effect as a
vote “AGAINST”
Proposal Four.
(emphasis added).
Because
Proposal No. 4 needed the
affirmative vote of a majority of the Company’s
outstanding shares to be considered approved, not voting –
a “broker non-vote” –
effectively constituted a vote “against” Proposal No. 4. This
effect was specifically explained in the Proxy,
which stated:
Proposal
Four — You may vote “FOR,” “AGAINST” or “ABSTAIN” on Proposal Four. Abstentions
and broker non-votes with respect to Proposal Four will have the same effect as a vote against
Proposal Four. Proposal Four will be approved if the number of
shares voted “FOR” Proposal
Four represent at least a majority of
the total number of shares outstanding and entitled to
vote at the 2022 Annual
Meeting (emphasis added).
In
other words, stockholders who wished
to vote against Proposal
No. 4 were effectively
told that they could
do so simply by not submitting
voting instructions to their broker.
On May
19, 2022, the Company filed
the 8-K with the SEC, which disclosed the results of the Annual Meeting as follows:
At
the 2022 Annual Meeting, the Stockholders elected the directors and approved
the proposals listed below. The proposals are described
in detail in the Company’s Proxy Statement. The final results for the
votes regarding each proposal are set
forth in the following tables.
As of the record date for the 2022 Annual Meeting, there were 196,746,353
shares of Class A common stock outstanding and entitled
to vote on each matter presented for vote
at the 2022 Annual Meeting. At the Annual Meeting, 130,526,473 shares
of Class A common stock, or 66.34% of the outstanding shares of Class A common stock, were represented
in person or by proxy.
| 1. | The Stockholders
elected each of the following Class II director nominees
to duly |
Name | |
Votes For | | |
Votes Against | | |
Broker Non-Votes | |
Angela Strand | |
| 32,862,997 | | |
| 40,574,519 | | |
| 57,088,957 | |
Joseph B. Anderson, Jr. | |
| 70,465,201 | | |
| 2,972,306 | | |
| 57,088,966 | |
Laura J. Soave | |
| 70,426,837 | | |
| 3,010,670 | | |
| 57,088,966 | |
| 2. | The Stockholders ratified
the appointment of KPMG LLP
as the Company’s independent
registered public accounting firm for the fiscal year
ending December 31, 2022, as
set forth below. |
Votes
For | |
Votes
Against | | Abstentions |
|
Broker Non-Votes |
127,989,760 | |
1,732,453 | | 804,260 |
|
0 |
| 3. | The
Stockholders approved the amendment of the
2020 Plan to increase the number
of shares of Class A common stock reserved under the
plan by 7,000,000, as
set forth below. |
Votes
For | |
Votes
Against | | Abstentions |
|
Broker Non-Votes |
66,300,005 | |
6,723,811 | | 413,685 |
|
57,088,972 |
| 4. | The
Stockholders approved the amendment
of the Company’s
Certificate of Incorporation
to increase the number of authorized shares of Class
A common stock
by 150,000,000 (from 300,000,000 to 450,000,000),
as set forth
below. |
Votes For | | |
Votes Against | | |
Abstentions | | |
Broker Non-Votes | |
| 115,029,112 | | |
| 9,542,030 | | |
| 750,850 | | |
| 5,204,481 | |
| 5. | The
Stockholders approved, on a non-binding
advisory basis, the
compensation of our named
executive officers, as
set forth below. |
Votes For | | |
Votes Against | | |
Abstentions | | |
Broker Non-Votes | |
| 53,942,198 | | |
| 3,780,390 | | |
| 7,622,882 | | |
| 65,181,003 | |
| 6. | The
Stockholders selected,
on a non-binding advisory
basis, the frequency
of future advisory votes on the compensation of
our named executive
officers, as set forth below. |
1 Year | | |
2 Years | | |
3 Years | | |
Abstentions | | |
Broker Non-Votes | |
| 56,643,239 | | |
| 366,308 | | |
| 614,160 | | |
| 7,721,762 | | |
| 65,181,004 | |
Consistent
with the foregoing, the Board
has determined that the Company will hold advisory
votes to approve
executive compensation of
the Company’s named executive
officers on an annual basis until
the next required vote on the frequency
of future advisory votes on the compensation of
our named executive officers.
As
the above results show, Proposal
No. 4, the Amendment, received
115,029,112 votes in
favor. Based on
these results, the Board
deemed the Amendment approved, having
purportedly passed the 98,373,177 affirmative
votes needed for approval. However, contrary to the representations in the Proxy, it
appears that the Company treated Proposal No. 4
as having passed only by permitting brokers to vote for beneficial owners who did
not submit any voting instructions. As
shown above, stockholders holding approximately 65,345,470
shares voted “For,” “Against,” or “Abstained”
from voting in Proposal No.
5, and stockholders
holding approximately 65,345,469 shares voted “1
Years,” “2 Years,”
“3 Years,” or “Abstained”
from voting in Proposal No.
6. For both Proposals No. 5 and 6,
an additional 65,181,003
and 65,181,004 comprised
beneficial owners who failed to provide
their brokers with
voting instructions on how
to vote their shares, respectively.
This is evidenced by the 65,181,003
and 65,181,004
broker non-votes listed in each
of Proposals No.
5 and 6. In
accordance with the representations
in the Proxy, these 65,181,004 shares
voted on Proposal No.
2, the ratification of
the appointment of
KPMG LLP, as
evidenced by the “O” “Broker Non-Votes”
listed in Proposal No. 2
and the fact that there were 130,526,473 votes
cast “For,” “Against,”
or in “Abstention”
for Proposal
No. 2 (exactly 65,181,003
and 65,181,004 more votes
than were cast on Proposals
No. 5 and 6,
respectively).
However, contrary
to the representations in the Proxy, approximately 59,976,523 of these
total 65,181,004 shares that
failed to submit voting instructions were voted
in favor of Proposal No.
4. This is evidenced by
the 5,204,481“Broker Non-Votes” listed
in Proposal No. 4 and
the fact that there were 125,321,992 votes cast “For,” “Against,” or in “Abstention” for Proposal No. 4, exactly 59,976,523
more than the votes cast or abstained in Proposal No. 6.2 In other
words, stockholders who thought they were voting against Proposal
No. 4 by not submitting voting instructions to
their broker – because
they were told as much
by the Board – instead had their failure to vote treated
as an affirmative vote for Proposal No. 4.
Had
brokers not been permitted to vote uninstructed shares
in favor of Proposal No. 4,
consistent with the representations
in the Proxy, the voting
results for
Proposal No.
4 would have been
as follows:
Votes For | | |
Votes Against | | |
Abstentions | | |
Broker Non-Votes | |
| 55,052,589 | | |
| 9,542,030 | | |
| 750,850 | | |
| 65,181,004 | |
With
only 55,052,589 affirmative votes, Proposal
No. 4 would
not have received
the affirmative vote of a majority
of the Company’s outstanding
stock – i.e., 98,373,177
affirmative votes. Thus,
had the votes actually
been counted in a manner consistent with
the representations in the Proxy,
Proposal No. 4 would have
failed. Despite
the fact that Proposal
No. 4 was not
counted in a manner consistent
with the Proxy
and the Amendment
actually had failed, the
Board filed a “Certificate of Amendment to the Second
Amended and Restated
Certificate of Incorporation of
Lordstown Motors Corp.”
with the Delaware
Secretary of State on May
19, 2022,
improperly increasing the
number of authorized shares of Lordstown Class A common
stock from 300,000,000
shares to 450,000,000
shares.
2
The difference between
the 65,181,004
broker non-votes
in Proposal No. 6 and the 5,204,481
broker non-votes
in Proposal No. 4 is
59,976,523.
Accordingly,
on behalf of the Company and
its stockholders, our clients hereby demand
that the Board take immediate action to:
| 1. | Deem
the amendment to the Certificate of
Incorporation increasing the authorized shares
of the Company’s
common stock
from 300,000,000
shares to 450,000,000
shares ineffective,
and make appropriate disclosure
of that fact, or
seek a valid stockholder
approval of such
amendment to the Certificate of
Incorporation; and |
| 2. | Adopt
and implement adequate
internal controls and
systems at the Company designed to prohibit and prevent
a recurrence of wrongdoing described
herein. |
If
you fail to respond or
contact us on or before June 3, 2022,
we will presume that you have
decided not to pursue any investigation, litigation, or
remedial steps, and we
will therefore take whatever actions
we deem in the best interest of the
Company and its stockholders, including but not limited to
the commencement of litigation. If
you have any
questions, please do not hesitate
to contact me. I look
forward to hearing from you and appreciate your prompt attention
to this matter.
|
Very truly yours, |
|
|
|
/s/ Steven J. Purcell |
|
Steven J. Purcell |
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