Topic starter
July 21, 2023 4:29 PM
Got this off my investment site.
Immediately got sick to my stomach.
This is all beginning to feel like a scam.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a party other than the Registrant ☐
Check the appropriate box:
| ☒ |
Preliminary Proxy Statement |
| ☐ |
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ |
Definitive Proxy Statement |
| ☐ |
Definitive Additional Materials |
| ☐ |
Soliciting Material under §240.14a-12 |
Fisker Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ |
No fee required |
| ☐ |
Fee paid previously with preliminary materials |
| ☐ |
Fee computed on table in exhibit required by Item 25(b) per Exchange ActRules 14a-6(i)(1) and 0-11 |
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PRELIMINARY PROXY STATEMENT - SUBJECT TO COMPLETION
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
[●], 2023
Dear Stockholder:
You are cordially invited to attend a special meeting of stockholders of Fisker Inc. (the “Company”). The special meeting will be held on Wednesday, August 30, 2023 at 8:00 a.m., Pacific Time, online via live webcast available at www.virtualshareholdermeeting.com/FSR2023SM (such meeting, including any adjournment or postponement thereof, the “Special Meeting”) for the following purposes:
| 1. |
To approve, for purposes of the rules of the New York Stock Exchange (the “NYSE”), the potential issuance of more than 19.99% of the outstanding shares of Class A Common Stock, par value $0.00001 per share (the “Class A Common Stock”), in the Transaction described below (the “Stock Issuance Proposal”); |
| 2. |
To adopt an amendment to the Company’s Second Amended and Restated Certificate of Incorporation (the “Charter”) to increase the total number of shares of Class A Common Stock that the Company will have authority to issue from 750,000,000 shares to 1,250,000,000 shares (the “Authorized Shares Proposal”); and |
| 3. |
To approve an amendment to the Company’s Charter to allow stockholders to act by written consent (the “Written Consent Proposal” and, collectively with the Stock Issuance Proposal and the Authorized Shares Proposal, the “Proposals”). |
The form of amendment implementing the Authorized Shares Proposal and the Written Consent Proposal is attached to this proxy statement as Annex A.
The Proposals are being submitted to the Company’s stockholders in connection with the transaction (the “Transaction”) described below. Among other things, the Transaction contemplates potential issuances of additional shares of Class A Common Stock by the Company, which would require approval of our stockholders pursuant to Section 312.03 of the NYSE Listing Manual. Specifically, on July 10, 2023, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with an institutional investor (the “Investor”) for a registered direct offering (the “Offering”) of $340,000,000 in aggregate principal amount of senior convertible notes due 2025 (the “Notes”). The Notes have an original issue discount of approximately twelve percent (12%) resulting in gross proceeds to the Company of $300,000,000. All amounts due under the Notes are convertible at any time, in whole or in part, at the Investor’s option, into shares of our Class A Common Stock, at the initial conversion price of $7.80, which conversion price is subject to certain limitations. The Notes were offered pursuant to a prospectus supplement (the “Prospectus Supplement”) to our effective shelf registration statement on Form S-3 (Registration No. 333-261875). During the period beginning on July 10, 2024 and ending six months after July 10, 2024 (such six (6) month period, the “AIR Period”), and upon our filing of an additional prospectus supplement, indenture and supplemental indenture, if elected by the Investor, the Company may consummate additional closings of up to an additional $226,666,667 in aggregate principal amount of Notes due two years after the date of issuance (the “Investor AIR Notes”). If the Investor elects, during the AIR Period, to purchase the full $226,666,667 of Investor AIR Notes, the Company may, at its option, require the Investor to purchase up to an additional $113,333,333 of Notes due two years after the date of issuance (the “Issuer AIR Notes” and, together with the Investor AIR Notes, the “Additional Notes”). The Additional Notes will be convertible into shares of Class A Common Stock at an initial conversion price equal to 130% of the volume weighted average price (VWAP) for the Class A Common Stock on NYSE during the five (5) trading day period immediately preceding the date the Investor exercises such conversion option. Up to 586,206,896 shares of Class A Common Stock (the “Shares”) are issuable from time to time upon conversion or otherwise under the Notes and Additional Notes, assuming we issue the full amount of the Additional Notes and that both the Notes and Additional Notes are converted at the Floor Price (as defined in the Notes).
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The number of shares of Class A Common Stock that will be issued in the Transaction cannot be conclusively determined as of the date of this proxy statement since this number will be based on, among other things, the consideration which the Investor elects to receive for the Notes and, if applicable, the Additional Notes. While the number of shares of Class A Common Stock that will be issued in the Transaction is uncertain, up to approximately 586,206,896 shares of Class A Common Stock may be issued in the Transaction, which would exceed the threshold set forth under Section 312.03 of the NYSE Listing Manual.
The Board has: (a) approved, adopted and ratified the consummation by the Company of the Transaction and (b) recommended that the Company’s stockholders approve the Proposals at the Special Meeting. Accordingly, the Board recommends that you vote “FOR” each of the Proposals.
The close of business on July 28, 2023 is the record date for determining stockholders who are entitled to receive notice of, and to vote at, the Special Meeting. This Notice of Special Meeting and the accompanying proxy statement are first being distributed on or about August [●], 2023. Our principal executive offices are located at 1888 Rosecrans Avenue, Manhattan Beach, California 90266.
To provide convenient access and promote attendance and participation at the Special Meeting, we will hold the Special Meeting virtually. Stockholders may attend the Special Meeting by logging in at www.virtualshareholdermeeting.com/FSR2023SM. Please see page 3 of this proxy statement for additional information regarding participation in the Special Meeting.
Your vote is very important to us. Please submit your proxy as soon as possible to ensure that your shares are represented at the Special Meeting.
You can ensure your shares are represented at the Special Meeting if you are a stockholder of record by promptly voting electronically over the Internet or by returning your completed proxy card in the pre-addressed, postage-paid return envelope, or, if your shares are held in street name, by returning your completed voting instruction card to your broker. The proxy is solicited on behalf of the Board.
Sincerely,
Henrik Fisker
Chairman of the Board, President and Chief Executive Officer