Canoo has entered into a $45 million Convertible Preferred Stock purchase agreement by a foreign strategic institutional investor with the potential for upsizing to $150 million

JUSTIN, Texas, Oct. 2, 2023 /PRNewswire/ -- Canoo (NASDAQ: GOEV), a leading high-tech advanced mobility company, announced today that it has entered into a purchase agreement with a foreign strategic institutional investor, for an investment of $45 million.  Canoo and the investor agreed to work together in good faith to negotiate one or more additional investments for up to $150 million. The closing and sale are expected to occur as promptly as practicable, subject to customary closing conditions.

Tony Aquila, Chairman, Investor, and CEO, commented, "The capital raised through this convertible preferred stock supports Canoo's mission and demonstrates our disciplined, milestone driven approach to capital is aligned with the phased manufacturing capacity ramp required to satisfy our customer demand."

Under the purchase agreement, the investor agreed to purchase, $45 million of Series B Cumulative Perpetual Reedemable Preferred Stock ("Preferred Stock"). The Preferred Stock ranks senior to the common stock. Each share of Preferred Stock has a stated value of $1,000 and dividends on the Preferred Stock may be paid in either cash, in kind or, at the option of the holders, in shares of common stock. The company will pay dividends at an annual rate of 7.50% from the original issuance date through the fifth anniversary of the closing date.  After that date, the dividend rate will increase by 1.50%; provided, however, the maximum dividend rate on the Preferred Stock shall be capped at 12.0% per annum. The investor has the right, at its option, to convert its Preferred Stock into common stock at a conversion price of 120% of the average closing prices per share of the common stock over the preceding ten (10) trading days.  In connection with the purchase agreement, the company issued to the investor warrants to purchase 22.96 million shares of common stock.

Additional details regarding the terms are included in a Form 8-K filed by Canoo with the Securities and Exchange Commission. Subsequent tranches and terms are to be mutually agreed upon by the parties at a future date.

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, Michigan, Oklahoma, and Arkansas. For more information, please visit www.canoo.com. For Canoo press materials, including photos, please visit press.canoo.com. For investors, please visit www.investors.canoo.com. 

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 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 access future capital, via debt or equity markets, or other sources; 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.

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