Filed Pursuant to Rule 424(b)(3)
Registration No. 333-250045
PROSPECTUS SUPPLEMENT NO. 7
(to Prospectus dated April 6, 2022)

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
July 12, 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 July 11, 2022, the closing price of our
Class A common stock was $1.73 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 July 12, 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): July 11,
2022
LORDSTOWN MOTORS
CORP.
(Exact name of registrant as specified in its charter)
Delaware |
001-38821 |
83-2533239 |
(State or other jurisdiction |
(Commission |
(IRS Employer |
of incorporation) |
File Number) |
Identification No.) |
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2300 Hallock Young Road |
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Lordstown, Ohio 44481 |
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(Address of principal executive offices,
including zip code) |
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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:
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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 |
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Trading Symbol(s) |
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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 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On July 12, 2022, Lordstown Motors Corp. (the “Company”) announced
changes to its management team, including certain executive officer
positions.
Effective July 12, 2022, the Board of Directors (the “Board”)
appointed the Company’s current Chairman of the Board and Chief
Executive Officer, Daniel A. Ninivaggi, to serve as the Executive
Chair of the Board, and Edward T. Hightower, the Company’s current
President, to serve as Chief Executive Officer and President. In
addition, the Board increased the size of the Board from eight to
nine members and appointed Mr. Hightower as a Class III director of
the Board, with a term ending at the annual meeting of stockholders
in 2023.
In addition, Dr. Donna Bell joined the Company as its Executive
Vice President – Product Creation, Engineering and Supply Chain
effective as of July 11, 2022.
Mr. Ninivaggi, age 58, has served as the Company’s Chief Executive
Officer since August 2021 and Chairman of the Board since May 2022.
He has served as Chairman of Garrett Motion Inc. since April 2021
and served as an independent consultant from September 2019 to
August 2021. Mr. Ninivaggi served as Chief Executive Officer of
Icahn Automotive Group, LLC (“Icahn Automotive”) and Managing
Director of Icahn Enterprises L.P. (“IEP”) - Automotive Segment
from March 2017 through August 2019. IEP is a publicly traded
diversified holding company and Icahn Automotive is a wholly-owned
subsidiary of IEP. Prior to that, from February 2014 until March
2017, Mr. Ninivaggi served as Co-Chairman (from May 2015) and
Co-CEO of Federal-Mogul Holdings Corp., an $8 billion automotive
supplier (subsequently acquired by Tenneco, a publicly traded
component supplier to automotive, commercial vehicle and industrial
original equipment manufacturers and the independent automotive
aftermarket). Mr. Ninivaggi was President and Chief Executive
Officer of IEP between 2010 and 2014, at which time IEP operated
through ten diverse operating segments. Mr. Ninivaggi has served as
the Chairman of Garrett Motion Inc., a publicly traded manufacturer
of turbochargers and electro-boosting technologies for vehicle
manufacturers, since April 2021 and has served as a director of
numerous other public and private companies, including: Hertz
Global Holdings, Inc., a publicly traded car rental company (from
September 2014 to June 2021); Metalsa S.A., a privately held
manufacturer of frames and other structural components for
automotive and commercial vehicles (Advisory Board); Navistar
International Corporation, a publicly traded manufacturer of
trucks, buses and engines (from August 2017 to October 2018); Icahn
Enterprises G.P. Inc., the general partner of IEP (from 2012 to
2015); CVR Energy, Inc., a publicly traded independent petroleum
refiner and marketer of high value transportation fuels (from 2012
to 2014); CVR GP, LLC, the general partner of CVR Partners LP, a
publicly traded nitrogen fertilizer company (from 2012 to 2014); XO
Holdings, a privately held telecommunications company affiliated
with IEP (from 2010 to 2014); Tropicana Entertainment Inc., a
publicly traded company primarily engaged in the business of owning
and operating casinos and resorts (from 2011 to 2015); Motorola
Mobility Holdings Inc., a publicly traded mobile phone and
electronics manufacturer (from 2010 to 2011); and CIT Group, Inc.,
a publicly traded bank holding company (from 2009 to 2011). Prior
to joining IEP, Mr. Ninivaggi spent six years at Lear Corporation,
a publicly traded Tier 1 automotive supplier specializing, at the
time, in seating systems, interior components and systems as well
as electrical and electronic distribution systems and components.
Mr. Ninivaggi began his career at the law firm of Skadden, Arps,
Slate, Meagher & Flom LLP before joining Winston & Strawn
LLP, where he became partner. He holds a Bachelor of Arts degree
from Columbia University, an MBA from the University of Chicago
Graduate School of Business, and a Juris Doctor degree (with
distinction) from Stanford Law School.
Mr. Hightower, age 57, has served as the President of the Company
since November 2021. Prior to joining the Company, Mr. Hightower
served as the Managing director of Motoring Ventures LLC, a global
investment and consulting firm for automotive and manufacturing
businesses that Mr. Hightower founded (“Motoring Ventures”), from
2016 to November 2021. At Motoring Ventures, Mr. Hightower advised
vehicle and other manufacturing companies, including the Company,
on operations, product launches, production, supply chain issues,
mergers and acquisitions and a range of other matters. From 2013 to
2016, Mr. Hightower served as Vehicle Line Executive / Executive
Chief Engineer — Global Crossovers for General Motors Company, a
publicly traded automobile manufacturer. Mr. Hightower has also
served in related roles at Ford Motor Company, a publicly traded
automobile manufacturer, and BMW of North America, Inc., and has
more than 30 years of experience in his field. Mr. Hightower has
served as a director and member of the audit committee of Tritium
DCFC Limited, a publicly traded developer of DC fast chargers for
electric vehicles, since January 2022, and previously served as a
board member of the Michigan Council — Boy Scouts of America, a
non-profit organization dedicated to youth leadership training,
from December 2018 to November 2021. The Board believes that Mr.
Hightower is well qualified to serve as a director due to his
extensive experience with operations and management in the
automotive industry.
Dr. Donna L. Bell, 55, has almost 30 years of automotive hands-on
leadership experience in engineering, product development,
purchasing, quality, mobility and autonomous vehicle strategy, and
research. Prior to joining the Company, Dr. Bell has served in
various roles at Ford Motor Company, a publicly traded automobile
manufacturer (“Ford”), since 1993, including as Vice President
Brand Management and Marketing, Ford Credit from January 2022 to
June 2022, Director, Autonomous Vehicle and Mobility Strategy from
November 2020 to January 2022, Global Director, Technology &
Features Strategy and Planning from May 2019 to November 2020, CTO
Chief of Staff – Research and Advanced Engineering from September
2018 to May 2019, and Director, Research Operations Palo Alto
Innovation Center from May 2017 to September 2018. Her work in the
development of new technology, including electronic modules and
vehicle systems led to her receiving multiple patents. Dr. Bell has
also been involved in creating educational programs for students in
science, technology, engineering, and mathematics (STEM) and she
has held multiple leadership positions in professional
organizations including the National Society of Black Engineers,
Society of Women Engineers, and Ford’s first employee resource
group, FAAN (Ford African Ancestry Network). Dr. Bell currently
sits on the Lawrence Technological University Board of Trustees,
Wayne State’s College of Engineering Board of Visitors, Torch of
Wisdom Foundation board of directors, and she serves as the
co-chair for Governor Whitmer’s Black Leadership Advisory Council.
She holds a bachelor’s degree in electrical engineering from
Lawrence Technological University, two master’s degrees
(Electronics and Computer Systems and Engineering Management) and a
Ph.D. from Wayne State University’s School of Engineering.
In connection with Mr. Hightower’s appointment, on July 12, 2022,
the Company entered into an amended and restated employment
agreement with Mr. Hightower (“Amended Hightower Agreement”) to
reflect his new position, an increased base salary of $675,000 and
an annual bonus at a target equal to 105% of his actual base salary
for the fiscal year ending December 31, 2022 and, for each fiscal
year thereafter, an annual bonus at a target equal to 110% of his
annual base salary.
In addition, Jane Ritson-Parsons will cease serving as the Chief
Commercial Officer of the Company, effective July 11, 2022, and as
an employee of the Company on August 26, 2022. She will continue to
advise the Company as a consultant until February 24, 2023 (the
“Consulting Period”). In connection with this transition, the
Company and Ms. Ritson-Parsons entered into a Transition and
Consulting Agreement (the “Transition Agreement”), which replaces
her Employment Agreement, dated as of June 18, 2021 and provides
for continued base salary payments for her remaining employment
period, and, subject to execution of a customary release following
conclusion of her employment, twelve months of continued
health-related employee insurance coverage as in effect immediately
prior to termination of employment, continued opportunity for
vesting of outstanding restricted stock unit (“RSU”) awards through
December 31, 2022, a monthly consulting fee of $33,333.33 for the
Consulting Period and a two-year non-solicitation and
non-competition period following the end of her employment.
The foregoing descriptions do not purport to be complete and are
subject to, and qualified in their entirety by, the full text of
the Amended Hightower Agreement and Transition Agreement, copies of
which are attached hereto as Exhibits 10.1 and 10.2, respectively,
and incorporated herein by reference. A copy of the press release
the Company issued regarding the changes to the executive
management team is also attached hereto as Exhibit 99.1.
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: July 12, 2022
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