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 |
|
001-38824 |
|
83-1476189 |
(State
or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification No.) |
19951
Mariner Avenue
Torrance, California |
|
90503 |
|
(Address
of principal executive offices) |
|
(Zip
Code) |
(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:
|
☐ |
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, $0.0001 par value per share |
|
GOEV |
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The
Nasdaq Global Select Market |
|
Warrants,
each whole warrant exercisable for one share of Common Stock at an
exercise price of $11.50 per share |
|
GOEVW |
|
The
Nasdaq Global Select Market |
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 |
Changes
in Registrant’s Certifying Accountant. |
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 |
Departure
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers. |
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 |
Regulation
FD Disclosure. |
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 |
Financial
Statements and Exhibits. |
(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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|
|
|
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By: |
/s/
Paul Balciunas |
|
|
|
Paul
Balciunas |
|
|
|
Chief
Financial Officer |
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