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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): August 14, 2023
CANOO INC.
(Exact name of registrant as specified in its charter)
Delaware 001-38824 82-1476189
(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
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 2.02
Results of Operations and Financial Condition
On August 14, 2023, Canoo Inc. (the “Company”) issued a press release announcing certain financial and other results for the second quarter ended June 30, 2023. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information furnished in this Current Report on Form 8-K (including Exhibit 99.1) 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 it be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01
Financial Statements and Exhibits.
(d)    Exhibits
Exhibit
No.
Description
99.1
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)



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: August 14, 2023
CANOO INC.
By: /s/ Hector Ruiz
Hector Ruiz
General Counsel and Corporate Secretary

EX-99.1 2 goev-20230630x8kexx991.htm EX-99.1 Document

Exhibit 99.1
CANOO INC. ANNOUNCES SECOND QUARTER 2023 RESULTS

•SEC matter is settled
•Introduced a derivative of the Lifestyle Delivery Vehicle (LDV), the LDV 190
•Achieved installed manufacturing capacity at Oklahoma City and Pryor, Oklahoma locations
•Generated first revenues from vehicle deliveries and government contract
•Closed on Fortune 100 customer agreement to purchase vehicles for national fleet
Justin, TX (August 14, 2023) – Canoo Inc. (Nasdaq: GOEV), a high-tech advanced mobility company, today announced its financial results for the second quarter of 2023.

“We are pleased to close the chapter involving the legacy SEC matter. Today we introduced the LDV 190, which has been in development for some time, including in customer trials. Our facilities are nearing substantial completion as we’ve achieved a 20,000 unit run rate for our battery module line in Pryor and robotics and assembly line in Oklahoma City for our MPP1 platform. And we closed another Fortune 100 customer agreement to purchase vehicles for its national fleet. We entered the revenue and income generation phase with the advancement of our contract with the Department of Defense, and we delivered vehicles to NASA, ” said Tony Aquila, Chairman and CEO at Canoo.
Second Quarter & Recent Business Updates:

•Completed customer evaluations with LDV 130 with customized cargo use
•Completed annual summer testing in record 128 degree heat
•Completed all compliance activities for Federal Vehicle Motor Safety Standard certification and California Air Resources Board certification for LDV
•Will be employing a combination of in-house, hybrid and outsourced strategy in manufacturing to support our 20,000 unit per year run rate
•Signed agreements with the Cherokee Nation to invest thousands of dollars to help Canoo hire and train skilled workers for the battery module manufacturing in Pryor
•Contracted for up to $113 million of state of Oklahoma incentives to create 1,360 advanced manufacturing jobs in Oklahoma
Second Quarter Financial Highlights:
•As of June 30, 2023, we had cash and cash equivalents of $5.0 million. After giving effect to the issuance and sale of the second and third Yorkville convertible debentures for a total of $53.2 million, and proceeds from the August PIPE of $3 million, our cash balance would have been $61.2 million on June 30, 2023.
•GAAP net loss and comprehensive loss of $70.9 million and $161.6 million for the three and six months ended June 30, 2023, compared to a GAAP net loss and comprehensive loss of $164.4 million and $289.8 million for the three and six months ended June 30, 2022. The GAAP net loss and comprehensive loss for the three and six months ended June 30, 2023 included a gain of $5.6 million and $23.0 million on the fair value change of the warrant and derivative liability, respectively.
•Adjusted EBITDA of $(62.3) million and $(129.4) million for the three and six months ended June 30, 2023, compared to $(149.8) million and $(267.3) million for the three and six months ended June 30, 2022.
•Adjusted Net Loss of $69.1 million and $141.1 million for the three and six months ended June 30, 2023, compared to $152.7 million and $272.8 million for the three and six months ended June 30, 2022.
•GAAP Net Loss per share of $(0.14) and $(0.35) for the three and six months ended June 30, 2023, compared to $(0.68) and $(1.22) for the three and six months ended June 30, 2022.
•Adjusted EPS per share of $(0.14) and $(0.31) for the three and six months ended June 30, 2023, compared to $(0.63) and $(1.15) for the three and six months ended June 30, 2022.
•Net cash used in operating activities totaled $129.5 million for the six months ended June 30, 2023, compared to $237.6 million for the six months ended June 30, 2022.
•Net cash used in investing activities was $33.9 million during the six months ended June 30, 2023, compared to $35.0 million net cash used in investing activities during the six months ended June 30, 2022.




Second Half 2023 Business Outlook
Based upon our current projections, Canoo expects:
•Adjusted EBITDA: $120 million to $140 million
•Capital Expenditures of: $70 million to $100 million

See “Non-GAAP Financial Measures” section herein for an explanation of Adjusted EBITDA. The Company is unable to provide a reconciliation for forward-looking guidance of Adjusted EBITDA to net loss, the most closely comparable GAAP measure, because certain material reconciling items, such as depreciation and amortization and interest expense cannot be estimated due to factors outside of the Company's control and could have a material impact on the reported results. A reconciliation is not available without unreasonable effort.
Conference Call Information
Canoo will host a conference call to discuss the results today, August 14, 2023, at 5:00 PM ET.
To listen to the conference call via telephone dial (877) 407-9169 (U.S.) and (201) 493-6755 (international callers/U.S. toll) and enter the conference ID number 13740414. To listen to the webcast, please click here. A telephone replay will be available until August 28, 2023, at (877) 660-6853 (U.S.) and (201) 612-7415 (international callers/U.S. toll), with Conference ID number 13740414. To listen to the webcast replay, please click here.
About Canoo
Canoo’s mission is to bring EVs to Everyone. The company has developed breakthrough electric vehicles that are reinventing the automotive landscape with bold innovations in design, pioneering technologies, and a unique business model that spans the full lifecycle of the vehicle. Distinguished by its experienced team from leading technology and automotive companies – Canoo has designed a modular electric platform purpose-built to deliver maximum vehicle interior space that is customizable across all owners in the vehicle lifecycle to support a wide range of vehicle applications for consumers and businesses.
Canoo has teams in California, Texas, Oklahoma and Arkansas. For more information, please visit www.canoo.com. For Canoo press materials, please visit press.canoo.com. For investors, please visit investors.canoo.com.



Second Quarter 2023 Financial Results
CANOO INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except par values)
UNAUDITED
June 30,
2023
December 31,
2022
Assets
Current assets
Cash and cash equivalents $ 4,993  $ 36,589 
Restricted cash, current 3,788  3,426 
Inventory 5,312  2,954 
Prepaids and other current assets 11,410  9,350 
Total current assets 25,503  52,319 
Property and equipment, net 362,612  311,400 
Restricted cash, non-current 10,600  10,600 
Operating lease right-of-use assets 37,945  39,331 
Deferred warrant asset 50,175  50,175 
Deferred battery supplier cost 30,000  30,000 
Other non-current assets 5,261  2,647 
Total assets $ 522,096  $ 496,472 
Liabilities and stockholders' equity
Liabilities
Current liabilities
Accounts payable $ 84,425  $ 103,187 
Accrued expenses and other current liabilities 80,962  63,091 
Convertible debt, current 24,979  34,829 
Derivative liability, current 4,359  — 
Financing liability, current 7,633  — 
Warrant liability, current —  17,171 
Total current liabilities 202,358  218,278 
Contingent earnout shares liability 449  3,013 
Operating lease liabilities 37,308  38,608 
Warrant liability, non-current 25,269  — 
Financing liability, non-current 23,967  — 
Total liabilities 289,351  259,899 
Stockholders’ equity
Preferred stock, $0.0001 par value; 10,000 authorized, no shares issued and outstanding at June 30, 2023 and December 31, 2022
—  — 
Common stock, $0.0001 par value; 1,000,000 and 500,000 authorized as of June 30, 2023 and December 31, 2022, respectively; 568,904 and 355,388 issued and outstanding at June 30, 2023 and December 31, 2022, respectively
56  35 
Additional paid-in capital 1,574,114  1,416,361 
Accumulated deficit (1,341,425) (1,179,823)
Total stockholders’ equity 232,745  236,573 
Total liabilities and stockholders’ equity $ 522,096  $ 496,472 



CANOO INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share values)
UNAUDITED
  Three months ended June 30, Six months ended June 30,
  2023 2022 2023 2022
Revenue $ —  $ —  $ —  $ — 
Costs and Operating Expenses
Cost of revenue, excluding depreciation —  —  —  — 
Research and development expenses, excluding depreciation 38,582  115,460  85,686  197,946 
Selling, general and administrative expenses, excluding depreciation 30,421  55,152  60,270  110,773 
Depreciation 4,562  2,892  9,137  5,570 
Total costs and operating expenses 73,565  173,504  155,093  314,289 
Loss from operations (73,565) (173,504) (155,093) (314,289)
Other (expense) income
Interest (expense) income (2,264) 19  (2,560) (9)
Gain on fair value change in contingent earnout shares liability 59  9,471  2,564  24,936 
Gain on fair value change in warrant and derivative liability 5,623  —  22,965  — 
Loss on extinguishment of debt (949) —  (27,688) — 
Other income (expense), net 226  (378) (1,790) (395)
Loss before income taxes (70,870) (164,392) (161,602) (289,757)
Provision for income taxes —  —  —  — 
Net loss and comprehensive loss $ (70,870) $ (164,392) $ (161,602) $ (289,757)
Per Share Data:
Net loss per share, basic and diluted $ (0.14) $ (0.68) $ (0.35) $ (1.22)
Weighted-average shares outstanding, basic and diluted 505,576  242,772  462,303  238,242 



CANOO INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
UNAUDITED
Six months ended June 30,
2023 2022
Cash flows from operating activities:
Net loss $ (161,602) $ (289,757)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation 9,137  5,570 
Non-cash operating lease expense 1,658  966 
Non-cash commitment fee under SEPA —  582 
Stock-based compensation expense 16,543  41,453 
Gain on fair value change of contingent earnout shares liability (2,564) (24,936)
Gain on fair value change in warrants liability (23,015) — 
Loss on fair value change in derivative liability 50  — 
Loss on extinguishment of debt 27,688  — 
Non-cash debt discount 1,538  — 
Non-cash interest expense 1,386  — 
Non-cash offering cost associated with the warrant liability 800  — 
Common shares issued to vendor for services 250 
Changes in assets and liabilities:
Inventory (2,358) — 
Prepaid expenses and other current assets (2,060) 136 
Other assets (2,614) 574 
Accounts payable, accrued expenses and other current liabilities 5,619  27,847 
Net cash used in operating activities (129,544) (237,565)
Cash flows from investing activities:
Purchases of property and equipment (33,905) (65,420)
Return of prepayment from VDL Nedcar —  30,440 
Net cash (used in) investing activities (33,905) (34,980)
Cash flows from financing activities:
Repurchase of unvested shares —  (6)
Payment of offering costs (400) (250)
Proceeds from exercise of YA warrants 21,223  — 
Proceeds from the purchase of shares and warrants by VDL Nedcar —  8,400 
Proceeds from issuance of shares under SEPA agreement —  32,500 
Proceeds from issuance of shares under PIPE 8,750  50,000 
Proceeds from employee stock purchase plan 635  1,986 
Proceeds from issuance of shares under RDO, net of issuance cost 50,961  — 
Proceeds from convertible debenture 45,120  — 
Payment of transaction costs (25) — 
Payment made on financing arrangement (205) — 
Proceeds for issuance of shares under ATM 1,155  — 
Proceeds from PPA 5,001  — 
Net cash provided by financing activities 132,215  92,630 
Net decrease in cash, cash equivalents, and restricted cash (31,234) (179,915)
Cash, cash equivalents, and restricted cash
Cash, cash equivalents, and restricted cash, beginning of period 50,615  227,492 
Cash, cash equivalents, and restricted cash, end of period $ 19,381  $ 47,577 
Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets
Cash and cash equivalents at end of period $ 4,993  $ 33,799 
Restricted cash, current at end of period 3,788  3,528 
Restricted cash, non-current at end of period $ 10,600  $ 10,250 
Total cash, cash equivalents, and restricted cash at end of period shown in the condensed consolidated statements of cash flows $ 19,381  $ 47,577 



    
Non-GAAP Financial Measures
EBITDA, Adjusted EBITDA, Adjusted Net Loss and Adjusted Earnings Per Share ("EPS")

“EBITDA” is defined as net loss before interest expense, income tax expense or benefit, and depreciation and amortization. “Adjusted EBITDA” is defined as EBITDA adjusted for stock-based compensation, restructuring charges, asset impairments, non-routine legal fees, and other costs associated with exit and disposal activities, acquisition and related costs, changes to the fair value of contingent earnout shares liability, changes to the fair value of warrant and derivative liability, loss on extinguishment of debt, and any other one-time non-recurring transaction amounts impacting the statement of operations during the year. “Adjusted Net Los”s is defined as net loss adjusted for stock-based compensation, restructuring charges, asset impairments, non-routine legal fees, and other costs associated with exit and disposal activities, acquisition and related costs, changes to the fair value of contingent earnout shares liability, changes to the fair value of warrants and derivative liability, loss on extinguishment of debt, and any other one-time non-recurring transaction amounts impacting the statement of operations during the year. “Adjusted EPS” is defined as Adjusted Net Loss on a per share basis using the weighted average shares outstanding.

EBITDA, Adjusted EBITDA, Adjusted Net Loss, and Adjusted EPS are intended as a supplemental measure of our performance that is neither required by, nor presented in accordance with, GAAP. We believe EBITDA, Adjusted EBITDA, Adjusted Net Loss, and Adjusted EPS when combined with net loss and net loss per share are beneficial to an investor’s complete understanding of our operating performance. We believe that the use of EBITDA, Adjusted EBITDA, Adjusted Net Loss, and Adjusted EPS provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing our financial measures with those of comparable companies, which may present similar non-GAAP financial measures to investors. However, you should be aware that when evaluating EBITDA, Adjusted EBITDA, Adjusted Net Loss, and Adjusted EPS we may incur future expenses similar to those excluded when calculating these measures. In addition, our presentation of these measures should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. Our computation of EBITDA, Adjusted EBITDA, Adjusted Net Loss, and Adjusted EPS may not be comparable to other similarly titled measures computed by other companies, because all companies may not calculate EBITDA, Adjusted EBITDA, Adjusted Net Loss, and Adjusted EPS in the same fashion.
Because of these limitations, EBITDA, Adjusted EBITDA Adjusted Net Loss, and Adjusted EPS should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. We manage our business utilizing EBITDA, Adjusted EBITDA, Adjusted Net Loss, and Adjusted EPS as supplemental performance measures.



CANOO INC.
NON GAAP RECONCILIATION TABLE
(in thousands)
These non-GAAP financial measures, when presented, are reconciled to the most closely comparable U.S. GAAP measure as disclosed below for the three and six months ended June 30, 2023 and 2022, respectively (in thousands):

Three Months Ended June 30,
2023 2022
EBITDA Adjusted EBITDA Adjusted Net Loss EBITDA Adjusted EBITDA Adjusted Net Loss
Net loss $ (70,870) $ (70,870) $ (70,870) $ (164,392) $ (164,392) $ (164,392)
Interest expense (income) 2,264  2,264  —  (19) (19) — 
Provision for income taxes —  —  —  —  —  — 
Depreciation 4,562  4,562  —  2,892  2,892  — 
Gain on fair value change in contingent earnout shares liability —  (59) (59) —  (9,471) (9,471)
Gain on fair value change in warrant and derivative liability —  (5,623) (5,623) —  —  — 
Loss on extinguishment of debt —  949  949  —  —  — 
Other income (expense), net —  (226) (226) —  378  378 
Stock-based compensation —  6,707  6,707  —  20,773  20,773 
Adjusted Non-GAAP amount (64,044) (62,296) (69,122) (161,519) (149,839) (152,712)
US GAAP net loss per share
Basic
N/A N/A (0.14) N/A N/A (0.68)
Diluted N/A N/A (0.14) N/A N/A (0.68)
Adjusted Non-GAAP net loss per share (Adjusted EPS):
Basic N/A N/A (0.14) N/A N/A (0.63)
Diluted N/A N/A (0.14) N/A N/A (0.63)
Weighted-average common shares outstanding:
Basic N/A N/A 505,576  N/A N/A 242,772 
Diluted N/A N/A 505,576  N/A N/A 242,772 




Six Months Ended June 30,
2023 2022
EBITDA Adjusted EBITDA Adjusted Net Loss EBITDA Adjusted EBITDA Adjusted Net Loss
Net loss $ (161,602) $ (161,602) $ (161,602) $ (289,757) $ (289,757) $ (289,757)
Interest expense (income) 2,560  2,560  —  — 
Provision for income taxes —  —  —  —  —  — 
Depreciation 9,137  9,137  —  5,570  5,570  — 
Gain on fair value change in contingent earnout shares liability —  (2,564) (2,564) —  (24,936) (24,936)
Gain on fair value change in warrant and derivative liability —  (22,965) (22,965) —  —  — 
Loss on extinguishment of debt —  27,688  27,688  —  —  — 
Other income (expense), net —  1,790  1,790  —  395  395 
Stock-based compensation —  16,543  16,543  —  41,453  41,453 
Adjusted Non-GAAP amount (149,905) (129,413) (141,110) (284,178) (267,266) (272,845)
US GAAP net loss per share
Basic N/A N/A (0.35) N/A N/A (1.22)
Diluted N/A N/A (0.35) N/A N/A (1.22)
Adjusted Non-GAAP net loss per share (Adjusted EPS):
Basic N/A N/A (0.31) N/A N/A (1.15)
Diluted N/A N/A (0.31) N/A N/A (1.15)
Weighted-average common shares outstanding:
Basic N/A N/A 462,303  N/A N/A $ 238,242 
Diluted N/A N/A 462,303  N/A N/A $ 238,242 
Forward-Looking Statements

The information in this press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding access to capital, estimates and forecasts of financial and performance metrics, expectations and timing related to commercial product launches and the achievement of operational milestones, including the ability to meet and/or accelerate anticipated production timelines, Canoo's ability to capitalize on commercial opportunities, current or anticipated customer orders, and expectations regarding the development of facilities. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of Canoo’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Canoo. These forward-looking statements are subject to a number of risks and uncertainties, including changes in domestic and foreign business, market, financial, political and legal conditions; Canoo's ability to continue as a going concern; Canoo's ability to access existing and future sources of capital via debt or equity markets, which will impact execution of its business plans and could require Canoo to terminate or significantly curtail its operations; Canoo's history of losses; Canoo's ability to adequately control the costs associated with its operations; Canoo's ability to successfully build and tool its manufacturing facilities, establish or continue a relationship with a contract manufacturer or failure of operation of Canoo's facilities ; the rollout of Canoo's business and the timing of expected business milestones and commercial launch; future market adoption of Canoo's offerings; risks related to Canoo's go-to-market strategy and manufacturing strategy; the effects of competition on Canoo's future business, and those factors discussed under the captions “Risk Factors” and “Management's Discussion and Analysis of Financial Condition and Results of Operations" in Canoo's Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 30, 2023, as well as its past and future Quarterly Reports on Form 10-Q and other filings with the SEC, copies of which may be obtained by visiting Canoo's Investors Relations website at investors.canoo.com or the SEC's website at www.sec.gov.



If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that Canoo does not presently know or that Canoo currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Canoo’s expectations, plans or forecasts of future events and views as of the date of this press release. Canoo anticipates that subsequent events and developments will cause Canoo’s assessments to change. However, while Canoo may elect to update these forward-looking statements at some point in the future, Canoo specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Canoo’s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Contacts:
Media Relations
Press@canoo.com
Investor Relations
IR@canoo.com