Filed pursuant to Rule 424(b)(3)
Registration No. 333-252190
PROSPECTUS SUPPLEMENT NO. 24
(to Prospectus dated January 26, 2021)
Romeo Power, Inc.
Up to 62,150,554 Shares of Common Stock
Up to 12,266,648 Shares of Common Stock Issuable Upon Exercise of Warrants
Up to 4,763,058 Warrants
This prospectus supplement
supplements the prospectus dated January 26, 2021 (the “Prospectus”), which forms a part of our registration statement on
Form S-1 (No. 333-252190). 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 June 10, 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 12,266,648 shares of our common stock, $0.0001 par
value per share (“Common Stock”), which consists of (i) up to 4,600,000 shares of Common Stock that are issuable upon
the exercise of 4,600,000 warrants (the “Private Warrants”) originally issued in a private placement in connection with the
initial public offering of RMG Acquisition Corp., a Delaware corporation (“RMG”), by the holders thereof, and (ii) up
to 7,666,648 shares of Common Stock that are issuable upon the exercise of 7,666,648 warrants (the “Public Warrants” and,
together with the Private Warrants, the “Warrants”) originally issued in the initial public offering of RMG, by the holders
thereof.
The Prospectus and this
prospectus supplement also relate to the offer and sale from time to time by the selling securityholders (including their transferees,
donees, pledgees and other successors-in-interest) named in the Prospectus of (i) up to 62,150,554 shares of Common Stock (including
up to 4,600,000 shares of Common Stock that may be issued upon exercise of the Private Warrants and 163,058 shares of Common Stock that
may be issued upon exercise of 163,058 Public Warrants) and (ii) up to 4,763,058 Warrants, which consists of up to 4,600,000 Private
Warrants and up to 163,058 Public Warrants.
Our Common Stock is listed
on the New York Stock Exchange under the symbol “RMO”. On June 9, 2022, the closing price of our Common Stock was
$0.66.
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 7 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
supplement or the Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is June
10, 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): June 7, 2022
Romeo Power, Inc.
(Exact name of registrant as specified in
its charter)
| Delaware |
|
001-38795 |
|
83-2289787 |
(State or other
jurisdiction
of incorporation) |
|
(Commission
File
Number) |
|
(I.R.S. Employer
Identification
No.) |
|
4380
Ayers Avenue
Vernon, CA 90058 |
90058 |
| (Address of principal executive offices) |
(Zip Code) |
(833) 467-2237
(Registrant’s telephone number, including area code)
Not Applicable
(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
(see General Instruction A.2. below):
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ¨ |
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 |
| Common
stock, par value $0.0001 per share |
RMO |
New York Stock Exchange |
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 3.01. | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On June 7, 2022, Romeo Power,
Inc. (the “Company”) received notice (the “Notice”) from the New York Stock Exchange (the “NYSE”)
that the average per share trading price of its common stock was below the NYSE’s continued listing standard rule relating to minimum
average share price. Rule 802.01C of the NYSE’s Listed Company Manual requires that a company’s common stock trade at a minimum
average closing price of $1.00 over a consecutive 30 trading-day period.
Pursuant to Section 802.01C,
the Company has a period of six months following the receipt of the Notice to regain compliance with the minimum share price requirement.
In accordance with the NYSE’s rules, the Company plans to notify the NYSE within 10 business days of its intent to cure the deficiency.
The Company can regain compliance with the minimum share price requirement at any time during the six month cure period if, on the last
trading day of any calendar month during the cure period or on the last day of the cure period, the Company has (i) a closing share price
of at least $1.00, and (ii) an average closing share price of at least $1.00 over the 30 trading-day period ending on such date.
The Notice has no immediate
impact on the listing of the common stock, which will continue to be listed and traded on the NYSE during this period, subject to the
Company’s compliance with the other continued listing requirements of the NYSE. The common stock will continue to trade on the NYSE
under the symbol “RMO” but will have an added designation of “.BC” to indicate the Company is not in compliance
with the NYSE’s continued listing standards. Failure to satisfy the conditions of the cure period or to maintain other listing requirements
could lead to a delisting.
The NYSE notification
does not affect the ongoing business operations of the Company or its reporting requirements with the Securities and Exchange Commission
nor does it trigger any violation of its debt obligations.
| Item 7.01. | Regulation FD Disclosure. |
A copy of the press release
announcing the Notice is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.
The information in this
Item 7.01, including Exhibit 99.1, in this Form 8-K is being furnished and shall not be deemed "filed" for purposes of Section
18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information in this Form 8-K shall
not be incorporated by reference into any filing under the Securities Act of 1933, except as shall otherwise be expressly set forth by
specific reference in such filing.
Cautionary Statement Regarding Forward-Looking
Statements
Certain statements
in this Current Report on Form 8-K constitute “forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which
may cause actual results to be materially different from any future results expressed or implied by such forward-looking statements. Any
statements that refer to or implicate future events are forward-looking statements. These statements are not guarantees of future performance
and are subject to certain risks, uncertainties and other factors, some of which are beyond our control and are difficult to predict.
Risks and uncertainties include the Company’s ability to regain compliance with the continued listing criteria of the NYSE within
the applicable cure period and continue to comply with applicable listing standards of the NYSE; and other factors set forth under “Risk
Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and subsequent
Quarterly Reports on Form 10-Q. You are cautioned not to place undue reliance on these forward-looking statements. The Company
does not undertake any obligation to publicly update or revise any forward-looking statements because of new information, future events
or otherwise.
|
Item 9.01 |
Financial Statements and 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.
| |
ROMEO POWER, INC. |
| |
|
|
| Date: June 10, 2022 |
By: |
/s/ Matthew Sant |
| |
Name: |
Matthew Sant |
| |
Title: |
General Counsel and Secretary |
Exhibit 99.1
Romeo Power Announces Receipt of Continued
Listing Standard Notice from NYSE
6/10/2022
LOS ANGELES (BUSINESS WIRE) -- Romeo Power,
Inc. (“Romeo Power” or the “Company”) (NYSE: RMO), an energy technology leader delivering advanced electrification
solutions for complex commercial vehicle applications, today announced that it received a letter (the “Letter”) from the
New York Stock Exchange (the “NYSE”) indicating that the Company is not in compliance with the NYSE continued listing standard
as set forth in Section 802.01C of the NYSE Listed Company Manual. The Letter does not result in the immediate delisting of Romeo Power’s
common stock from the NYSE.
Pursuant to Section 802.01C of the NYSE's Listed
Company Manual, a company will be considered to be below compliance standards if the average closing price of its security is less than
US$1.00 over a consecutive 30 trading-day period. Once notified, a company must bring its share price and average share price back
above US$1.00 within six months following receipt of the notification. The Company can regain compliance at any time during the six-month
cure period if on the last trading day of any calendar month during the cure period the company has a closing share price of at least
US$1.00 and an average closing share price of at least US$1.00 over the 30 trading-day period ending on the last trading day of that
month. In the event that at the expiration of the six-month cure period, both a US$1.00 closing share price on the last trading day of
the cure period and a US$1.00 average closing share price over the 30 trading-day period ending on the last trading day of the cure period
are not attained, the NYSE will commence suspension and delisting procedures.
The NYSE rules require the Company to notify
the NYSE, within 10 business days of receipt of the NYSE notice, of its intent to cure this deficiency. The Company plans to notify
the NYSE of its intent to cure within the applicable time period.
The Company’s common stock will continue
to be listed and trade on the NYSE during this period, subject to the Company’s compliance with other NYSE continued listing standards.
The Company’s receipt of the Letter does not affect the Company’s business, operations or reporting requirements with the
Securities and Exchange Commission.
About Romeo Power
Founded in 2016 and headquartered in Los Angeles,
California, Romeo Power (NYSE: RMO) is an energy technology leader delivering advanced electrification solutions for complex commercial
vehicle applications. The Company’s suite of advanced battery electric products, combined with its innovative battery management
system, delivers the safety, performance, reliability and configurability its customers need to succeed. To keep up with everything Romeo
Power, please follow the Company on social media @romeopowerinc or visit romeopower.com.
Forward Looking Statements
Certain statements in this press release may
constitute “forward looking statements” within the meaning of the “safe harbor” provisions of the United
States Private Securities Litigation Reform Act of 1995. When used in this press release, the words “estimates,”
“projected,” “expects,” “anticipates,” “forecasts,” “plans,”
“intends,” “believes,” “seeks,” “may,” “will,” “should,”
“future,” “propose” and variations of these words or similar expressions (or the negative versions of such
words or expressions) are intended to identify forward-looking statements. In
addition, any statements that refer to expectations or other characterizations of future events or circumstances, such as statements
about plans to restore compliance with NYSE continued listing standards, are forward-looking statements. These
forward-looking statements, including, without limitation, express or implied statements concerning Romeo Power’s ability to
develop or sell new products, or to pursue customers in new product or geographic markets, Romeo Power’s expectations
regarding its future financial performance, the demand for safe, effective, affordable and sustainable EV products, Romeo
Power’s ability to produce and deliver such products on a commercial scale, and Romeo Power’s expectations that its
customers will adhere to contracted purchase commitments on the currently expected timeframe are not guarantees of future
performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important
factors, many of which are outside Romeo Power’s management’s control, that could cause actual results or outcomes to
differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual
results or outcomes include: Romeo Power’s ability to execute on its plans to develop and market new products and the timing
of these development programs; Romeo Power’s ability to increase the scale and capacity of its manufacturing processes; Romeo
Power’s estimates of the size of the markets for its products; the rate and degree of market acceptance of Romeo Power’s
products; the success of other competing technologies that may become available; Romeo Power’s ability to identify and
integrate acquisitions; Romeo Power’s potential need for and ability to secure additional capital; the performance of Romeo
Power’s products and customers; potential litigation involving Romeo Power; demand for battery cells and supply shortages; the
potential effects of COVID-19; and general economic and market conditions impacting demand for Romeo Power’s products. You
should carefully consider the foregoing factors and the other risks and uncertainties described in the Company’s filings with
the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from those
implied by our forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned
not to put undue reliance on forward-looking statements, and Romeo Power undertakes no obligation to update or revise any
forward-looking statements, whether as a result of new information, future events or otherwise, except as required by
law.
Romeo Power Inc.
For Investors:
Joe Caminiti or Ashley Gruenberg
Alpha IR Group
RMO@alpha-ir.com
312-445-2870
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