CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectus, any prospectus supplement and the documents incorporated by reference herein or therein contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), that are subject to risks and uncertainties. We have based these forward-looking statements on our current expectations and projections about future events. All statements, other than statements of present or historical fact are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative of such terms or other similar expressions. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. We caution you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including: • the timeline and our ability to develop and tool our facilities; • our product and software development timeline and expected start of production; • our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder; • changes in our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; • the implementation, market acceptance and success of our business model; • our ability to scale in a cost-effective manner; • developments and projections relating to our competitors and industry; • the impact of health epidemics, including the COVID-19 pandemic, and other economic, regulatory, political, weather and other events on our business and the actions we may take in response thereto; • our expectations regarding our intellectual property protection and not infringe on the rights of others; • our business, expansion plans and opportunities; • the outcome of any known and unknown litigation and regulatory proceedings; and • other risks set forth in the sector entitled “Risk Factors” in this prospectus, any related prospectus supplement and in our reports filed with the SEC. These statements are subject to known and unknown risks, uncertainties and assumptions that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statements, including the following: • We are an early stage company with a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future. • We may be unable to adequately control the costs associated with our operations. • Our business plans require a significant amount of capital. If we are unable to obtain sufficient funding or do not have access to capital, we will be unable to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affected. • If we fail to successfully build and tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production of our EVs could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if any, and may face risks if we are dependent on a small number of customers for a significant portion of our revenues. • If our EVs fail to perform as expected, our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K and subsequent Quarterly Report on Form 10-Q, which are incorporated by reference herein. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward- looking statements made in this prospectus in the context of these risks and uncertainties. See “Where You Can Find More Information” and “Incorporation of Documents by Reference.” We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this prospectus are made only as of the date hereof. We undertake no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.
Appears in 4 contracts
Sources: Equity Distribution Agreement, Equity Distribution Agreement, Equity Distribution Agreement
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectus, any prospectus supplement and the documents incorporated by reference herein or therein contain include forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), that are subject to risks and uncertainties. We have based these forward-looking statements on our current expectations and projections about future eventsstatements. All statements, statements other than statements of present or historical fact facts contained in this prospectus, including statements regarding our future results of operations and financial position, business strategy and plans, and our objectives for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intendsintend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions that convey uncertainty of future events or outcomes are intended to identify forward-looking statements, but the negative absence of such terms or other similar expressionsthese words does not mean that a statement is not forward-looking. These forward-looking statements include, but are subject to known not limited to, statements regarding our industry, future events, future opportunities for the company, estimates of our total addressable market, and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels projections of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statementscustomer savings. We caution you that these forward-looking These statements are subject to numerous risks based on various assumptions and uncertainties, most on the current expectations of which management and are difficult to predict and many not predictions of which are beyond our control. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including: • the timeline and our ability to develop and tool our facilities; • our product and software development timeline and expected start of production; • our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder; • changes in our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; • the implementation, market acceptance and success nor are these statements of our business model; • our ability to scale in a cost-effective manner; • developments and projections relating to our competitors and industry; • the impact of health epidemics, including the COVID-19 pandemic, and other economic, regulatory, political, weather and other events on our business and the actions we may take in response thereto; • our expectations regarding our intellectual property protection and not infringe on the rights of others; • our business, expansion plans and opportunities; • the outcome of any known and unknown litigation and regulatory proceedings; and • other risks set forth in the sector entitled “Risk Factors” in this prospectus, any related prospectus supplement and in our reports filed with the SEChistorical facts. These statements are subject to known and unknown risks, uncertainties and assumptions that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statements, including the following: • We are an early stage company with a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future. • We may be unable to adequately control the costs associated with our operations. • Our business plans require a significant amount of capital. If we are unable to obtain sufficient funding or do not have access to capital, we will be unable to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affected. • If we fail to successfully build and tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production of our EVs could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue risks and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if any, and may face risks if we are dependent on a small number of customers for a significant portion of our revenues. • If our EVs fail to perform as expected, our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm uncertainties regarding our business, prospectsand actual results may differ materially. These risks and uncertainties include, financial condition but are not limited to, our continued operating and operating results. • Increases net losses in costs, disruption of supply or shortage of raw materials and other components used in the future; our vehicles, in particular lithium-ion battery cells, could harm need for additional capital for our business. • We depend upon third parties to manufacture operations and to supply key components fulfill our business plans; the effect of COVID-19; changes in the business environment in which we operate, including inflation and services necessary for interest rates, and general financial, economic, regulatory and political conditions affecting the industry in which we operate; adverse litigation developments; inability to refinance existing debt on favorable terms; changes in taxes, governmental laws, and regulations; competitive product and pricing activity; difficulties of managing growth profitably; the loss of one or more members of our vehicles. We do not have management team; uncertainty as to the long-term agreements with all value of our manufacturers and suppliersPhunware, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to Inc. Common Stock; the risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, discussed in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K and subsequent for the year ended December 31, 2019 under the heading “Risk Factors,” as updated from time to time by the Quarterly Report Reports on Form 10-QQ and other documents we file from time to time with the SEC. There may be additional risks that we presently know or that we currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, which are incorporated by reference herein. All written and oral forward-looking statements attributable to usprovide our expectations, plans or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements forecasts of future events and views as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward- looking statements made in this prospectus in the context of these risks and uncertainties. See “Where You Can Find More Information” and “Incorporation of Documents by Reference.” We caution you that the important factors referenced above may not contain all of the factors date of this communication. We anticipate that are important subsequent events and developments will cause our assessments to youchange. In additionHowever, while we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The may elect to update these forward-looking statements included at some point in this prospectus are made only as of the date hereof. We undertake no future, we specifically disclaim any obligation to update or revise any do so. These forward-looking statement statements should not be relied upon as a result representing our assessments as of new information, future events or otherwise, except as otherwise required by lawany date subsequent to the date of this communication.
Appears in 3 contracts
Sources: At Market Issuance Sales Agreement, At Market Issuance Sales Agreement, At Market Issuance Sales Agreement
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectusprospectus supplement, any the accompanying prospectus supplement and the documents incorporated by reference herein or therein contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), that are subject to risks and uncertainties. We have based these forward-looking statements on our current expectations and projections about future events. All statements, other than statements of present or historical fact are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative of such terms or other similar expressions. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. We caution you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including: • the timeline and our ability to develop and tool our facilities; • our product and software development timeline and expected start of production; • our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder; • changes in our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; • the implementation, market acceptance and success of our business model; • our ability to scale in a cost-effective manner; • developments and projections relating to our competitors and industry; • the impact of health epidemics, including the COVID-19 pandemic, and other economic, regulatory, political, weather and other events on our business and the actions we may take in response thereto; • our expectations regarding our intellectual property protection and not infringe on the rights of others; • our business, expansion plans and opportunities; • the outcome of any known and unknown litigation and regulatory proceedings; and • other risks set forth in the sector entitled “Risk Factors” in this prospectus, any related prospectus supplement and in our reports filed with the SEC. These statements are subject to known and unknown risks, uncertainties and assumptions that assumptions, many of which are difficult to predict and are beyond our control and could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statements. Below is a summary of certain material factors that may make an investment in our common stock speculative or risky. • Our management has performed an analysis of our ability to continue as a going concern and has identified substantial doubt about our ability to continue as a going concern. If we are unable to obtain additional funding or do not have access to capital, including the following: we will be unable to execute our business plans and could be required to terminate or significantly curtail our operations. • We are an early stage company with a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future. • We may be unable to adequately control the costs associated with our operations. • Our business plans require a significant amount of capital. If we are unable to obtain sufficient funding or do not have access to capital, we will be unable to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affected. • If we fail to successfully build and tool our manufacturing facilities facilities, if we are unable to establish or continue a relationship with a contract manufacturer or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • Economic, regulatory, political and other events, such as the rise in interest rates, heightened inflation, slower growth or recession, issues with supply chain, shortage of labor and the war in Ukraine, may adversely affect our financial results. • We have entered into an agreement with Walmart Inc. for the purchase of EVs and expect that, at least initially, Walmart Inc. will be our largest customer. If we are unable to maintain this relationship, or if Walmart Inc. purchases significantly fewer vehicles than we currently anticipate or none at all, we will not realize the revenue we expect from this customer. • We may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production of our EVs could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase increases the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service services of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • We face significant barriers to manufacture and bring our EVs to market, and if we cannot successfully overcome those barriers our business will be negatively impacted. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if any, and may face risks if we are dependent on a small number of customers for a significant portion of our revenues. • If our EVs fail to perform as expected, our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, and if unsuccessful, unsuccessful may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. Importantly, the summary above does not address all the risks and uncertainties that we face. Additional discussion of the risks and uncertainties summarized herein, as well as other risks and uncertainties that we face, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, which are incorporated by reference herein. The above summary is qualified in its entirety by those more complete discussions of such risks and uncertainties. Given these such risks and uncertainties, you should not place undue reliance on these forward-looking statements. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K and subsequent Quarterly Report on Form 10-Q, which are incorporated by reference herein. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward- looking statements made in this prospectus in the context of these risks and uncertainties. See “Where You Can Find More Information” and “Incorporation of Documents by Reference.” We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we We cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. In addition, even if our results or operations, financial condition and liquidity, and developments in the industry in which we operate are consistent with forward-looking statements, those results or developments may not be indicative of results or developments in subsequent periods. The forward-looking statements included in this prospectus are made only as of the date hereof. We undertake no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.
Appears in 2 contracts
Sources: Equity Distribution Agreement, Equity Distribution Agreement
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This Certain statements included in this prospectus, any prospectus supplement and the documents incorporated by reference herein or therein contain that are not historical facts are forward-looking statements within the meaning of Section 27A for purposes of the safe harbor provisions under the United States Private Securities Act and Section 21E of the Securities and Exchange Litigation Reform Act of 19341995, as amended (to the “Exchange Act”), that extent those safe harbor provisions are subject determined to risks and uncertaintiesbe available. We have based these forwardForward-looking statements on our current expectations and projections about future events. All statements, other than statements of present or historical fact generally are forward-looking statements. In some cases, you can identify forward-looking statements accompanied by terminology words such as “anticipatebelieve,” “believemay,” “will,” “estimate,” “continue,” “couldanticipate,” “estimateintend,” “expect,” “intendsshould,” “may,” “mightwould,” “plan,” “possiblepredict,” “potential,” “predictseem,” “projectseek,” “shouldfuture,” “willoutlook,” “would” and similar expressions that predict or the negative indicate future events or trends or that are not statements of such terms or historical matters. These forward- looking statements include, but are not limited to, statements regarding BigBear’s industry, future events, and other similar expressionsstatements that are not historical facts. These forward-looking statements are subject based on current expectations and beliefs concerning future developments and their potential effects on us and should not be relied upon as representing BigBear’s assessments as of any date subsequent to known and unknown risks, uncertainties and assumptions about the date of this prospectus. There can be no assurance that future developments affecting us will be those that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statementswe have anticipated. We caution you that these These forward-looking statements are also subject to numerous a number of risks and uncertainties, most of which are difficult to predict and many uncertainties (some of which are beyond our control. All forward-looking statements are subject to risks and uncertainties ) or other assumptions that may cause actual results or performance to differ be materially different from those that we expectedexpressed or implied, including, but not limited to, risks relating to the following: • the timeline our limited operating history as a combined company, which makes it difficult to evaluate our current business and our ability to develop and tool our facilities; • our product and software development timeline and expected start of production; • our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder; • changes in our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; • the implementation, market acceptance and success of our business modelprospects; • our ability to scale sustain our revenue growth in a costthe future; • our ability to execute our strategy to grow our business and increase our sales and the number and types of markets we compete in; • the length of our sales cycle and the time and expense associated with it; • our ability to grow our customer base and to expand our relationships with our existing customers, including with our government customers; • our reliance on customers in the public/government sector; • the market and our customers accepting and adopting our products, including our future new product offerings; • the impact of health epidemics, including the COVID-19 pandemic, on our business, financial condition, growth, and the actions we may take in response thereto; • competition in our industry; • our ability to gain contracts on favorable terms, including with our government customers; • our ability to successfully compete for and receive task orders and generate revenue under Indefinite Delivery/Indefinite Quantity contracts; • our ability to grow, maintain and enhance our brand and reputation; • security and our technology, including cybersecurity; • our ability to maintain competitive pricing for our products; • our ability to secure financing necessary to operate and grow our business as planned, including through acquisitions; • the high degree of uncertainty of the level of demand for, and market utilization of, our solutions and products; • substantial regulation and the potential for unfavorable changes to, or failure by us to comply with, these regulations, which could substantially harm our business and operating results; • our dependency upon third-effective mannerparty service providers for certain technologies; • increases in costs, disruption of supply or shortage of materials, which could harm our business; • developments and projections relating to our competitors and industry; • the impact unavailability, reduction or elimination of health epidemics, including the COVID-19 pandemic, government and other economic, regulatory, political, weather and other events on our business and the actions we may take in response thereto; • our expectations regarding our intellectual property protection and not infringe on the rights of others; • our business, expansion plans and opportunities; • the outcome of any known and unknown litigation and regulatory proceedings; and • other risks set forth in the sector entitled “Risk Factors” in this prospectus, any related prospectus supplement and in our reports filed with the SEC. These statements are subject to known and unknown risks, uncertainties and assumptions that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statements, including the following: • We are an early stage company with a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future. • We may be unable to adequately control the costs associated with our operations. • Our business plans require a significant amount of capital. If we are unable to obtain sufficient funding or do not have access to capital, we will be unable to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affected. • If we fail to successfully build and tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production of our EVs could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if any, and may face risks if we are dependent on a small number of customers for a significant portion of our revenues. • If our EVs fail to perform as expected, our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVseconomic incentives, which could harm have a material adverse effect on our business, prospects, financial condition and operating results. ; • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner existing debt and our business would be adversely impacted. ability to refinance it on more favorable terms; • We are or may be subject our management team’s limited experience managing a public company; • our ability to risks associated with hire, retain, train and motivate qualified personnel and senior management and ability to deploy our personnel and resources to meet customer demand; • our ability to successfully execute future joint ventures, channel sales relationships, platform partnerships, strategic alliances or and subcontracting opportunities; • our ability to grow through acquisitions and may not be able successfully integrate any such acquisitions; • our ability to identify adequate strategic relationship opportunitiessuccessfully maintain, or form strategic relationshipsprotect, in the future. • Our EVs are based on the use of complex enforce and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect grow our intellectual property rights; • our compliance with governmental laws, trade controls, customs requirements and other regulations we are subject to; • the possibility of our need to defend ourselves against fines, penalties and injunctions if we are determined to be promoting products for unapproved uses or otherwise found to have violated a law or regulation; • concentration of ownership among our existing executive officers, directors and their respective affiliates, which may prevent new investors from influencing significant corporate decisions; • the effect of economic downturns, depressions and recessions; • not obtaining the benefits of the Business Combination expected by investors or securities analysts, and we may be required the potential for the market price of our securities to adjust decline; • disruptions to the plans and operations of our consumer business model in certain jurisdictions as a resultresult of the Business Combination and any future acquisitions, mergers, dispositions, joint ventures or investments we make; and • our significantly increased expenses and administrative burdens as a public company and any resulting adverse effect on our business, financial condition and results of operations. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. Given Should one or more of these risks and uncertaintiesor uncertainties materialize, you or should not place undue reliance on any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K and subsequent Quarterly Report on Form 10-Q, which are incorporated by reference herein. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward- looking statements made in this prospectus in the context Some of these risks and uncertainties. See “Where You Can Find More Information” uncertainties may in the future be amplified by the COVID-19 outbreak and “Incorporation of Documents by Reference.” We caution you that the important factors referenced above there may not contain all of the factors that are important to you. In addition, we cannot assure you be additional risks that we will realize consider immaterial or which are unknown. It is not possible to predict or identify all such risks. Accordingly, undue reliance should not be placed upon the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this prospectus are made only as of the date hereofstatements. We do not undertake no any obligation to update or revise any forward-looking statement statements whether as a result of new information, future events or otherwise, except as otherwise may be required under applicable securities laws. In particular, you should consider the numerous risks described in our Annual Report onForm 10-K for the period ended December 31, 2022, as filed with the SEC on March 31, 2023 and as described or may be described in any subsequent Annual Report on Form 10-K or any Quarterly Report on Form 10-Q under the heading “Item 1A.Risk Factors,” which are incorporated by lawreference into this prospectus, and any other documents we file with the SEC that are deemed incorporated by reference into this prospectus and in the “Risk Factors” section in the applicable prospectus supplement. See “Where You Can Find More Information.” Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we make. Before any stockholder invests in our securities, such stockholder should be aware that the occurrence of the events described in this section and elsewhere in this prospectus may adversely affect us.
Appears in 2 contracts
Sources: Sales Agreement, Sales Agreement
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectus, any prospectus supplement and the documents incorporated by reference herein or therein contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), that are subject to risks and uncertainties. We have based these forward-looking statements on our current expectations and projections about future events. All statements, other than statements of present or historical fact are forward-looking statements” that involve substantial risks and uncertainties. In some cases, you can identify forward-looking statements by terminology terms such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intendsfuture,” “intend,” “may,” “might,” “objective,” “ongoing,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “will,” and “would,” or the negative of such these terms or other similar expressionsexpressions intended to identify statements about the future. These forward-looking statements are subject to speak only as of the date of this prospectus and the documents incorporated by reference herein, and involve known and unknown risks, uncertainties and assumptions about us other important factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such the forward-looking statements. We caution you that have based these forward-looking statements are subject to numerous risks largely on our current expectations and uncertainties, most of which are difficult to predict projections about future events and many of which are beyond our control. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those financial trends that we expected, including: • the timeline and our ability to develop and tool our facilities; • our product and software development timeline and expected start of production; • our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder; • changes in our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; • the implementation, market acceptance and success of our business model; • our ability to scale in a cost-effective manner; • developments and projections relating to our competitors and industry; • the impact of health epidemics, including the COVID-19 pandemic, and other economic, regulatory, political, weather and other events on our business and the actions we believe may take in response thereto; • our expectations regarding our intellectual property protection and not infringe on the rights of others; • affect our business, expansion plans financial condition and opportunities; • the outcome results of any known and unknown litigation and regulatory proceedings; and • other risks set forth in the sector entitled “Risk Factors” in this prospectus, any related prospectus supplement and in our reports filed with the SECoperations. These statements are subject to known and unknown risks, uncertainties and assumptions Some factors that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statements, including the followinginclude: • We we are an early early-stage company with a history of losses and expect to incur expectation of significant expenses and continuing losses for the foreseeable future. ; • We may be unable our ability to adequately control the costs design, manufacture and deliver our aircraft to customers; • risks associated with contracts with certain third parties for our operations. aircraft, which are subject to the satisfaction of certain conditions and/or further negotiation and reaching mutual agreement on certain material terms; • Our business plans require a significant amount risks associated with the current and future international expansion of capital. If we are unable to obtain sufficient funding or do not have access to capital, we will be unable to execute our business plans and operations; • our prospectsability to realize the expected benefits of an autonomous aircraft development program, financial condition as well as the cost, timing and results of operations could be materially adversely affected. our development activities relating to autonomous aircraft; • If we fail to successfully build and tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production of our EVs could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain. • Our realize operating and financial results may vary significantly from period forecasts which rely in large part upon assumptions and analyses that we have developed; • our ability to period due to fluctuations in our effectively market electric air transportation as a substitute for conventional methods of transportation, following receipt of governmental operating costs, product demand and other factors. authority; • Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and effectively in the foreseeable future will be significantly dependent on a limited number of models. urban air mobility and electric vertical takeoff and landing industries; • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if any, and may face risks if we are dependent on a small number of customers for a significant portion of our revenues. • If our EVs fail to perform as expected, our ability to developobtain any certifications, market and deploy licenses, approvals, or authorizations from governmental authorities; • our EVs could be harmed. • Our distribution model may expose us ability to risk and, if unsuccessful, may impact achieve our business prospects and results of operations. • We may experience significant delays in the design, production milestones and launch products and services on anticipated timelines; • our dependence on suppliers for the parts and components in our aircraft; • our ability to successfully develop commercial-scale manufacturing capabilities; • regulatory requirements and other obstacles outside of our EVscontrol that slow market adoption of electric aircraft, which could harm such as the inability to obtain and maintain adequate vertiport infrastructure; • our businessability to attract, prospectsintegrate, financial condition manage, train and operating results. retain qualified senior management personnel or other key employees; • Increases in costsnatural disasters, disruption of supply outbreaks and pandemics, economic, social, weather, growth constraints and regulatory conditions or shortage of raw materials other circumstances affecting metropolitan areas; • the potential for losses and other components used in adverse publicity stemming from any accident involving our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all cells or test flights of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. prototype eVTOL aircraft; • We are or may be subject to risks associated with strategic alliances indexed price escalation clauses in customer contracts, which could subject us to losses if we have cost overruns or acquisitions and may not be able if increases in costs exceed the applicable escalation rate; • our ability to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on address a wide commercial scale variety of extensive and rely on software evolving laws and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future lawregulations, including the potential inability data privacy and security laws; • our ability to protect our intellectual property rightsrights from unauthorized use by third parties; • our ability to obtain additional capital to pursue our business objectives and respond to business opportunities, challenges or unforeseen circumstances; • cybersecurity risks to our various systems and software; • risks associated with the dual-class structure of our Common Stock which has the effect of concentrating voting power with certain shareholders of our Class B common stock, including ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Legacy ▇▇▇▇▇▇’▇ founder, and we may be required to adjust our consumer business model in certain jurisdictions as Chief Executive Officer and a result. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We derive many member of our forward-looking statements from Board; and • other factors detailed under the section “Risk Factors.” The foregoing list of risks is not exhaustive. Other sections of this prospectus and the documents incorporated by reference herein may include additional factors that could harm our operating budgets business and forecasts, which are based on many detailed assumptionsfinancial performance. While we believe that our assumptions are reasonableMoreover, we caution that it is very difficult operate in an evolving environment. New risk factors and uncertainties may emerge from time to predict the impact of known factorstime, and it is impossible not possible for us management to anticipate predict all risk factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K and subsequent Quarterly Report on Form 10-Q, which are incorporated by reference herein. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward- looking statements made in this prospectus in the context of these risks and uncertainties. See “Where You Can Find More Information” and “Incorporation As a result of Documents by Reference.” We caution you that the important factors referenced above may not contain all of the factors that are important to you. In additionthese factors, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this prospectus are made only and the documents incorporated by reference herein will prove to be accurate. Except as of the date hereof. We undertake no obligation required by applicable law, we do not plan to publicly update or revise any forward-looking statement statements contained herein, whether as a result of any new information, future events events, changed circumstances or otherwise, except as otherwise required by law. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond our control, you should not rely on these forward-looking statements as predictions of future events. Although we believe that we have a reasonable basis for each forward-looking statement contained in this prospectus, the events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. You should refer to the “Risk Factors” section of this prospectus for a discussion of important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements. You should read this prospectus and the documents incorporated by reference herein completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus and the documents incorporated by reference herein and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and such statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements.
Appears in 1 contract
Sources: Sales Agreement
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectus, any prospectus supplement and the documents incorporated by reference herein or therein registration statement contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), that are subject to involve risks and uncertainties. We have based these forward-make such forward- looking statements on our current expectations pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and projections about future eventsother federal securities laws. All statements, statements other than statements of present or historical fact facts contained in this prospectus and registration statement are forward-looking statements. In some cases, you can identify forward-looking statements by terminology words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intendsforecast,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” or the negative of such terms these words, or other similar expressionscomparable terminology. These forward-looking statements include, but are subject not limited to, statements about: ∎ our commercialization, marketing, and manufacturing capabilities and strategy; ∎ our expectations regarding the timing of clinical study commencements and reporting results from same; ∎ the timing and likelihood of regulatory approvals for our product candidates; ∎ the anticipated indications for our product candidates, if approved; ∎ the potential market opportunities for commercializing our products and product candidates; ∎ our expectations regarding the potential market size and the size of the patient populations for our products and product candidates, if approved for commercial use; ∎ the impact of the COVID-19 pandemic and related health measures on our business, financial condition and liquidity; ∎ estimates of our expenses, revenue, capital requirements, and our needs for additional financing; ∎ our ability to develop, acquire, and advance product candidates into, and ▇▇▇▇▇▇▇▇▇▇▇▇ complete, clinical studies; ∎ the implementation of our business model and strategic plans for our business, products and product candidates and the integration and performance of any businesses we have acquired or may acquire; ∎ the initiation, timing, progress, and results of ongoing and future preclinical and clinical studies, and our research and development programs; ∎ the scope of protection we are able to establish and maintain for intellectual property rights covering our products and product candidates; ∎ our ability to maintain and establish collaborations or strategic relationships or obtain additional funding; ∎ our ability to maintain and establish relationships with third parties, such as contract research organizations, contract manufacturing organizations, suppliers, and distributors; ∎ our financial performance and the expansion of our organization; ∎ our ability to obtain supply of our products and product candidates; ∎ the scalability and commercial viability of our manufacturing methods and processes; ∎ developments and projections relating to our competitors and our industry; and ∎ other risks and uncertainties, including those listed or incorporated by reference in “Risk Factors.” Any forward-looking statements in this prospectus and registration statement reflect our current views with respect to future events or to our future financial performance and involve known and unknown risks, uncertainties uncertainties, and assumptions about us other factors that may cause our actual results, levels of activityperformance, performance or achievements to be materially different from any future results, levels of activityperformance, performance or achievements expressed or implied by such these forward-looking statements. We caution you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. All forward-looking statements are subject to risks and uncertainties Factors that may cause actual results to differ materially from current expectations include, among other things, those that we expected, including: • the timeline and our ability to develop and tool our facilities; • our product and software development timeline and expected start of production; • our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder; • changes in our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; • the implementation, market acceptance and success of our business model; • our ability to scale in a cost-effective manner; • developments and projections relating to our competitors and industry; • the impact of health epidemics, including the COVID-19 pandemic, and other economic, regulatory, political, weather and other events on our business and the actions we may take in response thereto; • our expectations regarding our intellectual property protection and not infringe on the rights of others; • our business, expansion plans and opportunities; • the outcome of any known and unknown litigation and regulatory proceedings; and • other risks set forth in the sector entitled discussed above under “Risk Factors” and discussed elsewhere and incorporated by reference in this prospectus, any related prospectus supplement and in our reports filed with the SEC. These statements are subject to known and unknown risks, uncertainties and assumptions that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statements, including the following: • We are an early stage company with a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future. • We may be unable to adequately control the costs associated with our operations. • Our business plans require a significant amount of capital. If we are unable to obtain sufficient funding or do not have access to capital, we will be unable to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affected. • If we fail to successfully build and tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production of our EVs could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if any, and may face risks if we are dependent on a small number of customers for a significant portion of our revenues. • If our EVs fail to perform as expected, our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industryregistration statement. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonableExcept as required by law, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K and subsequent Quarterly Report on Form 10-Q, which are incorporated by reference herein. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward- looking statements made in this prospectus in the context of these risks and uncertainties. See “Where You Can Find More Information” and “Incorporation of Documents by Reference.” We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this prospectus are made only as of the date hereof. We undertake assume no obligation to update or revise any these forward-looking statements for any reason, even if new information becomes available in the future. This prospectus and registration statement as a result also contain or incorporate by reference estimates, projections, and other information concerning our industry, our business, and the markets for certain diseases, including data regarding the estimated size of new informationthose markets, future and the incidence and prevalence of certain medical conditions. Information that is based on estimates, forecasts, projections, market research, or similar methodologies is inherently subject to uncertainties and actual events or otherwisecircumstances may differ materially from events and circumstances reflected in this information. Unless otherwise expressly stated, except as otherwise required we obtained this industry, business, market, and other data from reports, research surveys, studies, and similar data prepared by lawmarket research firms and other third parties, industry, medical and general publications, government data, and similar sources.
Appears in 1 contract
Sources: Open Market Sale Agreement
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectus and the documents incorporated by reference into this prospectus contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements reflect the current views of our senior management with respect to future events and our financial performance. These statements include forward-looking statements with respect to our business and industry in general. Statements that include the words “expect,” “intend,” “plan,” “believe,” “project,” “forecast,” “estimate,” “may,” “should,” “anticipate” and similar statements of a future or forward-looking nature identify forward-looking statements for purposes of the federal securities laws or otherwise. Forward-looking statements address matters that involve risks and uncertainties. Accordingly, there are or will be important factors that could cause our actual results to differ materially from those indicated in these statements. We believe that these factors include, but are not limited to, the following: • the ultimate geographic spread, duration and severity of the COVID-19 pandemic, and the effectiveness of actions taken, or actions that may be taken, by governmental authorities to contain the outbreak or treat its impact; • the success of our existing and new restaurants; • our ability to identify appropriate sites and develop and expand our operations; • our ability to manage our growth effectively; • we operate most of our restaurants under long-term leases which we would be obligated to perform even if we closed our restaurants; • we may not be able to renew leases; • changes in economic conditions; • damage to our reputation or lack of acceptance of our brand in existing or new markets; • our expansion into markets that we are unfamiliar with; • economic and other trends and developments, including adverse weather conditions, in the local or regional areas in which our restaurants are located and specifically in Texas where a large percentage of our restaurants are located; • acts of violence at or threatened against our restaurants or centers in which they are located; • the impact of negative economic factors, including the availability of credit, on our landlords and surrounding tenants; • changes in food availability and costs; • labor shortages and increases in our labor costs, including as a result of changes in government regulation, such as the adoption of federal health care legislation; • food safety and food borne illness concerns; • increased competition in the restaurant industry and the segments in which we compete; • the impact of legislation and regulations regarding nutritional information, and new information or attitudes regarding diet and health or adverse opinions about the health of consuming our menu offerings; • the impact of federal, state and local beer, liquor and food service regulations; • the impact of litigation; • the success of our marketing programs; • the impact of new restaurant openings, including the effect on our existing restaurants when opening new restaurants in the same markets and restaurant closures; • the loss of key members of our management team; • strain on our infrastructure and resources caused by our growth; • the inadequacy of our insurance coverage and fluctuating insurance requirements and costs; • the impact of our indebtedness on our ability to invest in the ongoing needs of our business; • our ability to obtain debt or other financing on favorable terms or at all; • the impact of impairment charges and costs related to closed restaurants in the future; • the impact of security breaches of confidential customer information in connection with our electronic processing of credit and debit card transactions; • inadequate protection of our intellectual property; • the failure of our information technology system or the breach of our network security; • a major natural or man-made disaster; • our increased costs and obligations as a result of being a public company; • the failure of our internal control over financial reporting; • the impact of federal, state and local tax laws; • volatility in the price of our common stock; • the timing and amount of repurchases of our common stock, if any, will depend upon several factors, including market and business conditions, regulatory requirements and other corporate considerations, changes to the Company’s expected liquidity position and the possibility that the repurchase program may be suspended or discontinued; • the impact of future sales of our common stock and any additional capital raised by us through the sale of our common stock or grants of additional equity-based compensation; • the impact of a downgrade of our shares by securities analysts or industry analysts, the publication of negative research or reports, or lack of publication of reports about our business; • the effect of anti-takeover provisions in our charter documents and under Delaware law; • the effect of our decision to not pay dividends for the foreseeable future; • the effect of changes in accounting principles applicable to us; • our ability to raise capital in the future; and • other risks and uncertainties described from time to time in the Company’s filings with the SEC. Although we believe that the expectations reflected in the forward-looking statements are reasonable based on our current knowledge of our business and operations, we cannot guarantee future results, levels of activity, performance or achievements. The foregoing factors should not be construed as exhaustive and should be read together with other cautionary statements, including those made under the heading “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the year ended December 29, 2019, as such risk factors may be amended, supplemented or superseded from time to time by other reports we file with the SEC in the future, including subsequent Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, and in any prospectus supplement. If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. Any forward-looking statements you read in this prospectus, any prospectus supplement and the documents incorporated herein and therein by reference herein or therein contain forward-looking statements within the meaning reflect our views as of Section 27A of the Securities Act their respective dates and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), that are subject to risks these and uncertainties. We have based these forward-looking statements on our current expectations and projections about future events. All statements, other than statements of present or historical fact are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative of such terms or other similar expressions. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. We caution you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including: • the timeline and our ability to develop and tool our facilities; • our product and software development timeline and expected start of production; • our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder; • changes in our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; • the implementation, market acceptance and success of our business model; • our ability to scale in a cost-effective manner; • developments and projections relating to our competitors and industry; • the impact of health epidemicsoperations, including the COVID-19 pandemic, and other economic, regulatory, political, weather and other events on our business and the actions we may take in response thereto; • our expectations regarding our intellectual property protection and not infringe on the rights of others; • our business, expansion plans and opportunities; • the outcome of any known and unknown litigation and regulatory proceedings; and • other risks set forth in the sector entitled “Risk Factors” in this prospectus, any related prospectus supplement and in our reports filed with the SEC. These statements are subject to known and unknown risks, uncertainties and assumptions that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statements, including the following: • We are an early stage company with a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future. • We may be unable to adequately control the costs associated with our operations. • Our business plans require a significant amount of capital. If we are unable to obtain sufficient funding or do not have access to capital, we will be unable to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affected. • If we fail to successfully build and tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production of our EVs could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business growth strategy and stock priceliquidity. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if any, and may face risks if we are dependent on a small number of customers for a significant portion of our revenues. • If our EVs fail to perform as expected, our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. Given these risks and uncertainties, you You should not place undue reliance on these forward-looking statements. We derive many statements and you should carefully consider all of our forward-looking statements from our operating budgets the factors identified in this prospectus, any prospectus supplement and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, documents incorporated herein and it is impossible for us to anticipate all factors that could affect our actual results. Important factors therein by reference that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K and subsequent Quarterly Report on Form 10-Q, which are incorporated by reference herein. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward- looking statements made in this prospectus in the context of these risks and uncertainties. See “Where You Can Find More Information” and “Incorporation of Documents by Reference.” We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this prospectus are made only as of the date hereofdiffer. We undertake assume no obligation to update or revise any forward-these forward looking statement as a result of new information, future events or otherwisestatements, except as otherwise required by law.
Appears in 1 contract
Sources: Sales Agreement
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectus, any prospectus supplement and the documents incorporated herein by reference herein or therein contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements within the meaning involve a number of Section 27A of the Securities Act and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), that are subject to risks and uncertainties. We have based these caution readers that any forward-looking statement is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statement. These statements are based on our current expectations and projections about of future events. All statementsSuch statements include, but are not limited to, statements regarding expectations and intentions, costs and expenses, outcome of contingencies, financial condition, results of operations, liquidity, cost savings, objectives of management, debt financing, our future results of operations and financial position, business strategies, market size for our product candidates, potential growth opportunities, nonclinical and clinical development activities, efficacy and safety profile of our product candidates, timing and results of our nonclinical studies and clinical trials, collaboration with third parties, the expected impact of pandemics or contagious diseases, such as the COVID-19 pandemic, on our operations, the receipt and timing of potential regulatory designations, our ability to maintain and recognize the benefits of certain designations received by product candidates, our ability to successfully leverage Fast Track Designation, the value of our holdings of Vaxcyte common stock, potential future milestones and royalty payments, the achievement of clinical and commercial milestones, the advancement of our technologies and our proprietary product candidates, the successful achievement of the goals of our collaborations, the advancement of the product candidates that are the subjects of these collaborations, the approvals and commercialization of product candidates and other than statements that are not historical facts. You can find many of present or historical fact are forward-looking statements. In some cases, you can identify forward-looking these statements by terminology such as looking for words like “anticipatebelieves,” “believeexpects,” “continueanticipates,” “could,” “estimate,” “expect,” “intendsestimates,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “wouldcould,” “plan,” “intend,” “project,” “seek” or similar expressions in documents incorporated by reference into this prospectus or any free writing prospectus. We intend that such forward-looking statements be subject to the negative of such terms or other similar expressionssafe harbors created thereby. These forward-looking statements are subject to known based on the current beliefs and unknown risks, uncertainties expectations of our management and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. We caution you that these forward-looking statements are subject to numerous significant risks and uncertainties. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, most of which are difficult to predict and many of which are beyond our control. All forward-looking statements are subject to risks and uncertainties that may cause actual results to may differ materially from current expectations and projections. Factors that might cause such a difference include those that we expecteddiscussed in Part II, including: • the timeline and our ability to develop and tool our facilities; • our product and software development timeline and expected start of production; • our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performanceItem 1A, including financial projections and business metrics and any underlying assumptions thereunder; • changes in our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; • the implementation, market acceptance and success of our business model; • our ability to scale in a cost-effective manner; • developments and projections relating to our competitors and industry; • the impact of health epidemics, including the COVID-19 pandemic, and other economic, regulatory, political, weather and other events on our business and the actions we may take in response thereto; • our expectations regarding our intellectual property protection and not infringe on the rights of others; • our business, expansion plans and opportunities; • the outcome of any known and unknown litigation and regulatory proceedings; and • other risks set forth in the sector entitled “Risk Factors” in this prospectus, any related prospectus supplement and in our reports filed with the SEC. These statements are subject to known and unknown risks, uncertainties and assumptions that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statements, including the following: • We are an early stage company with a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future. • We may be unable to adequately control the costs associated with our operations. • Our business plans require a significant amount of capital. If we are unable to obtain sufficient funding or do not have access to capital, we will be unable to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affected. • If we fail to successfully build and tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production of our EVs could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if any, and may face risks if we are dependent on a small number of customers for a significant portion of our revenues. • If our EVs fail to perform as expected, our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our most recent Annual Report on Form 10-K and subsequent Quarterly Report on Form 10-QK, which are as well as those discussed in this prospectus, the documents incorporated by reference hereininto this prospectus and any free writing prospectus. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this prospectus or, in the case of documents referred to or incorporated by reference, the date of those documents. All subsequent written and or oral forward-looking statements attributable to us, us or persons any person acting on our behalf, behalf are expressly qualified in their entirety by these the cautionary statements as well as other cautionary statements that are made from time contained or referred to time in our other SEC filings and public communicationsthis section. You should evaluate all forward- We do not undertake any obligation to release publicly any revisions to these forward-looking statements made in to reflect events or circumstances after the date of this prospectus in or to reflect the context occurrence of these risks and uncertaintiesunanticipated events, except as may be required under applicable U.S. securities law. See “Where You Can Find More Information” and “Incorporation If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements. We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the securities offered hereby. This prospectus, which constitutes a part of Documents by Reference.” We caution you that the important factors referenced above may registration statement, does not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result information set forth in the consequences registration statement, the exhibits filed therewith or affect the documents incorporated by reference therein. For further information about us or our operations in and the way we expectsecurities offered hereby, reference is made to the registration statement, the exhibits filed therewith and the documents incorporated by reference therein. The forward-looking statements included Statements contained in this prospectus regarding the contents of any contract or any other document that is filed as an exhibit to the registration statement are made only not necessarily complete, and in each instance, we refer you to the copy of such contract or other document filed as an exhibit to the registration statement. We are subject to the informational requirements of the date hereofSecurities Exchange Act of 1934, as amended, or the Exchange Act and are required to file annual, quarterly and other reports, proxy statements and other information with the SEC. The SEC maintains an Internet site (▇▇▇▇://▇▇▇.▇▇▇.▇▇▇) that contains reports, proxy and information statements, and various other information about us. You may also inspect the documents described herein at our principal executive offices, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, during normal business hours. Information about us is also available at our website at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇. However, the information on our website is not a part of this prospectus and is not incorporated by reference into this prospectus. We undertake no obligation to update or revise any forward-looking statement have included our website address in this prospectus solely as a result of new information, future events or otherwise, except as otherwise required by lawan inactive textual reference.
Appears in 1 contract
Sources: Open Market Sale Agreement
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectus, any prospectus supplement and the documents incorporated by reference herein or therein contain contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act, and Exchange Act of 1934, as amended (is subject to the “Exchange Act”)safe harbor” created by those sections. Any statements about our expectations, that beliefs, plans, objectives, assumptions or future events or performance are subject to risks not historical facts and uncertaintiesmay be forward-looking. We have based these Some of the forward- looking statements can be identified by the use of forward-looking statements on our current expectations and projections about future events. All statements, other than statements of present or historical fact are forward-looking statements. In some cases, you can identify forward-looking statements by terminology terms such as “anticipateanticipates,” “believe,” “continuebelieves,” “could,” “estimateestimates,” “expectexpects,” “intends,” “may,” “might,” “planlikely,” “possibleplans,” “potential,” “predictpredicts,” “projectprojects,” “seeks,” “should,” “target,” “will,” “would,” or similar expressions and the negative negatives of such those terms or other similar expressions. These include forward-looking statements that involve risks and uncertainties. Forward-looking statements include, but are subject not limited to, statements regarding the marketing and commercialization of IMCIVREE (setmelanotide) and our other product candidates, and the timing of commercialization, the success, cost and timing of our product development activities and clinical trials, our financial performance, including our expectations regarding our existing cash, operating losses, expenses, sources of future financing and sufficiency of cash, our ability to known hire and unknown risksretain necessary personnel, uncertainties patient enrollments and assumptions about us that may cause the timing thereof, the timing of announcements regarding results of clinical trials and filing of regulatory applications, our actual ability to protect our intellectual property, our ability to negotiate our collaboration agreements, if needed, our relationship with third-parties, our marketing, commercial sales, and revenue generation, expectations surrounding our manufacturing arrangements, the potential financial impact, growth prospects and benefits of our acquisition of Xinvento B.V., the impact of current economic conditions on our business and operations and our future financial results, levels and the impact of activityaccounting pronouncements, performance or achievements to be materially different and our use of proceeds from any this offering. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. We cannot guarantee future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. We caution you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including: • the timeline and our ability to develop and tool our facilities; • our product and software development timeline and expected start of production; • our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder; • changes in our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; • the implementation, market acceptance and success of our business model; • our ability to scale in a cost-effective manner; • developments and projections relating to our competitors and industry; • the impact of health epidemics, including the COVID-19 pandemicachievements, and other economic, regulatory, political, weather and other events on our business and the actions we may take in response thereto; • our expectations regarding our intellectual property protection and not infringe on the rights of others; • our business, expansion plans and opportunities; • the outcome of any known and unknown litigation and regulatory proceedings; and • other risks set forth in the sector entitled “Risk Factors” in this prospectus, any related prospectus supplement and in our reports filed with the SEC. These statements are subject to known and unknown risks, uncertainties and assumptions that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statements, including the following: • We are an early stage company with a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future. • We may be unable to adequately control the costs associated with our operations. • Our business plans require a significant amount of capital. If we are unable to obtain sufficient funding or do not have access to capital, we will be unable to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affected. • If we fail to successfully build and tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production of our EVs could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if any, and may face risks if we are dependent on a small number of customers for a significant portion of our revenues. • If our EVs fail to perform as expected, our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. Given these risks and uncertainties, you should not place undue reliance on these our forward-looking statements. We derive many of Our actual results may differ significantly from the results discussed in the forward-looking statements. Important factors that might cause such a difference include, but are not limited to, those set forth in filings that are incorporated by reference into this prospectus supplement. Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties. Except as may be required by law, we have no plans to update our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptionsto reflect events or circumstances after the date of this prospectus supplement. While we believe that our assumptions are reasonable, we We caution that it is very difficult readers not to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K and subsequent Quarterly Report on Form 10-Q, which are incorporated by reference herein. All written and oral place undue reliance upon any such forward-looking statements attributable to usstatements, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward- looking statements made in this prospectus in the context of these risks and uncertainties. See “Where You Can Find More Information” and “Incorporation of Documents by Reference.” We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this prospectus are made which speak only as of the date hereof. We undertake no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by lawmade.
Appears in 1 contract
Sources: Sales Agreement
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectus, any When used in this prospectus supplement and in the accompanying prospectus and in the documents incorporated herein and therein by reference herein reference, in future filings with the SEC or therein contain in press releases or other written or oral communications issued or made by us, statements which are not historical in nature, including those containing words such as “believe,” “expect,” “anticipate,” “estimate,” “project,” “plan,” “continue,” “intend,” “should,” “would,” “could,” “goal,” “objective,” “will,” “may,” “seek” or similar expressions or their negative forms, or references to strategies, plans or intentions are intended to identify “forward-looking statements statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities and Exchange Act of 19341933, as amended (the “Exchange Securities Act”)) and Section 21E of the Exchange Act and, that are subject to risks and uncertainties. We have based these forward-looking statements on our current expectations and projections about future events. All statementsas such, other than statements of present or historical fact are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative of such terms or other similar expressions. These forward-looking statements are subject to may involve known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statementsassumptions. We caution you that these forwardForward-looking statements are subject based on our beliefs, assumptions and expectations of our future performance, taking into account all information currently available to numerous risks us. These beliefs, assumptions and uncertainties, most of which are difficult to predict and many of which are beyond our control. All forward-looking statements expectations are subject to risks and uncertainties that and can change as a result of many possible events or factors, not all of which are known to us. If a change occurs, our business, financial condition, liquidity and results of operations may cause actual results to differ vary materially from those that we expected, including: • the timeline and our ability to develop and tool our facilities; • our product and software development timeline and expected start of production; • our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder; • changes expressed in our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; • the implementation, market acceptance and success forward-looking statements. The following factors are examples of our business model; • our ability to scale in a cost-effective manner; • developments and projections relating to our competitors and industry; • the impact of health epidemics, including the COVID-19 pandemic, and other economic, regulatory, political, weather and other events on our business and the actions we may take in response thereto; • our expectations regarding our intellectual property protection and not infringe on the rights of others; • our business, expansion plans and opportunities; • the outcome of any known and unknown litigation and regulatory proceedings; and • other risks set forth in the sector entitled “Risk Factors” in this prospectus, any related prospectus supplement and in our reports filed with the SEC. These statements are subject to known and unknown risks, uncertainties and assumptions those that could cause actual results to differ materially vary from those projected or otherwise implied by the our forward-looking statements: changes in our business and investment strategy; changes in interest rates and the fair market value of our assets, including negative changes resulting in margin calls relating to the financing of our assets; changes in credit spreads; changes in the long-term credit ratings of the U.S., ▇▇▇▇▇▇ ▇▇▇, Freddie Mac, or ▇▇▇▇▇▇ ▇▇▇; general volatility of the markets in which we invest; changes in prepayment rates on the loans we own or that underlie our investment securities; increased rates of default or delinquency and/or decreased recovery rates on our assets; our ability to identify and acquire our targeted assets, including assets in our investment pipeline; changes in our relationships with our financing counterparties; our ability to borrow to finance our assets and the terms thereof; changes in our relationships with and/or the performance of our operating partners; our ability to predict and control costs; changes in laws, regulations or policies affecting our business, including actions that may be taken to contain or address the impact of the COVID- 19 pandemic; our ability to make distributions to our stockholders in the future; our ability to maintain our qualification as a REIT for U.S. federal income tax purposes; our ability to maintain our exemption from registration under the Investment Company Act of 1940, as amended, or the Investment Company Act; and risks associated with investing in real estate assets, including changes in business conditions and the general economy, the availability of investment opportunities and the conditions in the market for Agency RMBS, non-Agency RMBS, ABS and CMBS securities, residential loans, structured multi-family investments and other mortgage-, residential housing- and credit-related assets. These and other risks, uncertainties and factors, including the following: • We are an early stage company with a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future. • We may be unable to adequately control the costs associated with our operations. • Our business plans require a significant amount of capital. If we are unable to obtain sufficient funding or do not have access to capital, we will be unable to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affected. • If we fail to successfully build and tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production of our EVs could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model factors described below and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platformPart I, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if any, and may face risks if we are dependent on a small number of customers for a significant portion of our revenues. • If our EVs fail to perform as expected, our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled Item 1A — “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K and K, as updated by any risks described in our subsequent Quarterly Report on Form 10-Qfilings with the SEC under the Exchange Act, which are incorporated by reference herein. All written and oral could cause our actual results to differ materially from those projected in any forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communicationswe make. You should evaluate all All forward- looking statements made in this prospectus in the context of these risks and uncertainties. See “Where You Can Find More Information” and “Incorporation of Documents by Reference.” We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this prospectus are made speak only as of the date hereofon which they are made. We undertake no obligation New risks and uncertainties arise over time and it is not possible to predict those events or how they may affect us. Except as required by law, we are not obligated to, and do not intend to, update or revise any forward-looking statement statements, whether as a result of new information, future events or otherwise, except as otherwise required by law.
Appears in 1 contract
Sources: Equity Distribution Agreement
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectusIn addition to historical information, any prospectus supplement and the documents information included or incorporated by reference herein or therein contain in this prospectus contains “forward-looking statements statements” (within the meaning of Section 27A of the Securities Act and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), which may include information concerning our beliefs, plans, objectives, goals, expectations, strategies, anticipations, assumptions, estimates, intentions, future events, future revenues or performance, capital expenditures and other information that are subject to risks and uncertaintiesis not historical information. We have based these forwardForward-looking statements on our current expectations and projections about future events. All statements, other than statements of present or historical fact are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative of such terms or other similar expressions. These forward-looking statements are subject to involve known and unknown risks, uncertainties and assumptions about us that other factors, which may be beyond our control, and which may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. We caution you that these When used in this prospectus, the words “seek,” “estimate,” “expect,” “anticipate,” “project,” “plan,” “contemplate,” “plan,” “continue,” “intend,” “believe” and variations of such words or similar expressions are intended to identify forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond our controlstatements. All forward-looking statements are subject based upon our current expectations and various assumptions. We believe there is a reasonable basis for our expectations and beliefs, but there can be no assurance that we will realize our expectations or that our beliefs will prove to be correct. There are a number of risks and uncertainties that may could cause our actual results to differ materially from the forward-looking statements contained in this prospectus. Important factors that could cause our actual results to differ materially from those that we expectedexpressed as forward-looking statements herein include, includingbut are not limited, to: • the timeline ● future economic and business conditions; ● our ability to develop and tool our facilities; • our product and software development timeline and expected start of production; • our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder; • changes in our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; • recognize the implementation, market acceptance and success anticipated benefits of our business model; • our ability to scale in a cost-effective manner; • developments and projections relating to our competitors and industry; • the impact acquisition of health epidemics, including the COVID-19 pandemic, and other economic, regulatory, political, weather and other events on our business Pointer and the actions we may take in response thereto; • our expectations regarding our intellectual property protection and not infringe on the rights of others; • our business, expansion plans and opportunities; • the outcome of any known and unknown litigation and regulatory proceedings; and • other risks set forth in the sector entitled “Risk Factors” in this prospectus, any related prospectus supplement and in our reports filed with the SEC. These statements are subject to known and unknown risks, uncertainties and assumptions possibility that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statements, including the following: • We are an early stage company with a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future. • We may be unable to adequately control the costs associated with our operations. • Our business plans require a significant amount of capital. If we are unable to obtain sufficient funding or do not have access to capital, we will be unable to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affected. • If we fail to successfully build and tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production of our EVs could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately integrate successfully the business, operations and employees of I.D. Systems and Pointer; ● the loss of any of our key customers or timely report reduction in the purchase of our financial condition products by any such customers; ● the failure of the markets for our products to continue to develop; ● our inability to adequately protect our intellectual property; ● the effects of competition from a wide variety of local, regional, national and other providers of wireless solutions; ● changes in laws and regulations, including tax laws, either domestic or results of operationsforeign, or changes in generally accepted accounting policies, rules and practices; ● changes in technology or products, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystemmore difficult or costly, or that if we are able to develop itless effective, that we will obtain the revenue than anticipated; and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if any, and may face risks if we are dependent on a small number of customers for a significant portion of our revenues. • If our EVs fail to perform as expected, our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. Given these ● those risks and uncertainties, you should not place undue reliance on these forward-looking statements. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed uncertainties set forth under the sections entitled heading “Risk Factors” herein and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent I.D. Systems’ Annual Report on Form 10-K and subsequent Quarterly for the fiscal year ended December 31, 2018, Pointer’s Annual Report on Form 1020-QF for the fiscal year ended December 31, 2018 and our Registration Statement on Form S-4 filed with the SEC on May 24, 2019, as amended on July 1, 2019 and July 23, 2019, all of which are incorporated by reference herein. There may be other factors of which we are currently unaware or which we currently deem immaterial that may cause our actual results to differ materially from the forward-looking statements. All written and oral forward-looking statements attributable to us, us or persons acting on our behalf, behalf apply only as of the date they are made and are expressly qualified in their entirety by these the cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward- looking statements made in this prospectus in the context of these risks and uncertainties. See “Where You Can Find More Information” and “Incorporation of Documents by Reference.” We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this prospectus are made only report. Except as of the date hereof. We may be required by law, we undertake no obligation to publicly update or revise any forward-forward- looking statement as a result of new information, future to reflect events or circumstances occurring after the date they were made or to reflect the occurrence of unanticipated events, or otherwise, except as otherwise required by law.
Appears in 1 contract
Sources: Equity Distribution Agreement
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectus, any prospectus supplement and the documents incorporated by reference herein or therein contain “forward-looking statements statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), that are subject to risks and uncertainties. We have based made these forward-looking statements in reliance on our current expectations and projections about future events. All statements, other than statements the safe harbor provisions of present or historical fact are forward-looking statementsthe Private Securities Litigation Reform Act of 1995. In some cases, you can identify these statements by forward-looking statements by terminology words such as “anticipateanticipates,” “believebelieves,” “continue,” “couldestimates,” “estimateexpects,” “expecttargets,” “intends,” “may,” “might,” “plan,” “possibleplans,” “potential,” “predictpredicts,” “projectprojects,” “should,” “will,” “would” or the negative of such these terms or and other similar expressionsterminology. Forward-looking statements in this prospectus supplement and the documents incorporated herein may include statements about the potential impact of the COVID-19 pandemic on our business and operating results; our future financial performance; product pipeline and development; our business model and principal strategy for commercialization and sales of commercial products; regulatory progression; potential collaborations, partnerships and licensing arrangements and their contribution to our financial results, cash usage, and growth strategies; and anticipated trends in our business. These and other forward-looking statements are subject to known predictions and unknown risksprojections about future events and trends based on our current expectations, uncertainties objectives, and assumptions about us that may cause our intentions and premised on current assumptions. Our actual results, levels level of activity, performance performance, or achievements to could be materially different from any future resultsthan those expressed, levels of activityimplied, performance or achievements expressed or implied anticipated by such forward-looking statements. We caution you that these forward-looking statements are subject due to numerous risks and uncertainties, most a variety of which are difficult to predict and many of which are beyond our control. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expectedfactors, including, but not limited to: • the timeline severity and our ability to develop duration of the evolving novel coronavirus (including any variants thereof,“COVID-19”) pandemic and tool our facilitiesthe resulting impact on macro-economic conditions; • our product and software development timeline and expected start the impact of productionincreased competition; • disruptions at our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performance, including financial projections and business metrics and any underlying assumptions thereunderkey facilities; • changes in customer preferences and market acceptance of our strategy, future operations, financial position, estimated revenue products; • competition for collaboration partners and losses, projected costs, prospects licensees and plansthe successful execution of collaborations and licensing agreements; • the implementationimpact of adverse events during development, market acceptance and success including unsuccessful field trials or developments trials or disruptions in seed production; • the impact of improper handling of our business modelproduct candidates by unaffiliated third parties during development, such as the improper aerial spraying of our high fiber wheat product candidate; • failures by third-party contractors; • inaccurate demand forecasting or milestone and royalty payment projections; • the effectiveness of commercialization efforts by commercial partners or licensees; • our ability to scale in a cost-effective mannercollect accounts receivable; • developments disruptions to supply chains, including transportation and projections relating to our competitors and industrystorage functions; • the impact of health epidemics, including the COVID-19 pandemic, changes or increases in oversight and other economic, regulatory, political, weather and other events on our business and the actions we may take in response theretoregulation; • our expectations disputes or challenges regarding our intellectual property protection and not infringe on the rights of othersproperty; • our business, expansion plans proliferation and opportunitiescontinuous evolution of new technologies; • management changes; dislocations in the outcome of any known and unknown litigation and regulatory proceedingscapital markets; and • other risks set forth in important factors discussed under the sector entitled heading “Risk Factors” in this prospectus, any related prospectus supplement and in our reports filed filings with the Securities and Exchange Commission (SEC. These statements are subject to known and unknown risks), uncertainties and assumptions that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statementsincluded in Part I, including the following: • We are an early stage company with a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future. • We may be unable to adequately control the costs associated with our operations. • Our business plans require a significant amount of capital. If we are unable to obtain sufficient funding or do not have access to capital, we will be unable to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affected. • If we fail to successfully build and tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production Item 1A of our EVs could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if any, and may face risks if we are dependent on a small number of customers for a significant portion of our revenues. • If our EVs fail to perform as expected, our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K and subsequent Quarterly Report on Form 10-Qfor the year ended December 31, 2020, which are is incorporated by reference herein, and our subsequent reports on Forms 10-Q and 8-K filed with the SEC. All written and oral forward-looking statements attributable While the list of factors presented here is considered representative, no such list should be considered to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate be a complete statement of all forward- looking statements made in this prospectus in the context of these potential risks and uncertainties. See “Where You Can Find More Information” and “Incorporation Unlisted factors may present significant additional obstacles to the realization of Documents by Reference.” We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included statements. Any of these factors, in whole or in part, could materially and adversely affect our business, financial condition, results of operations and the price of our common stock. Any forward-looking statement made by us in this prospectus are made supplement and the documents incorporated by reference herein or therein is based only on information currently available to us and speaks only as of the date hereofof this prospectus supplement or such incorporated document, as the case may be. We undertake no do not assume any obligation to update publicly provide revisions or revise updates to any forward-looking statements after the date of the document in which such statement appears, whether as a result of new information, future events developments or otherwise, should circumstances change, except as otherwise required by lawsecurities and other applicable laws. You should read this prospectus supplement together with the documents we have filed with the SEC that are incorporated by reference and any free writing prospectus that we may authorize for use in connection with this offering completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of the forward-looking statements in the foregoing documents by these cautionary statements.
Appears in 1 contract
Sources: Open Market Sale Agreement
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectus, any prospectus supplement and the documents incorporated by reference herein or therein into this prospectus contain “forward-looking statements within statements” and are intended to be covered by the meaning of safe harbor provided for under Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities and Exchange Act of 1934, as amended (amended, or the “Exchange Act”), that are subject to risks and uncertainties. We have based these These forward-looking statements on include our current expectations and projections about future eventsresults, performance, prospects and opportunities. All statements, other than statements of present or historical fact are forward-looking statements. In some cases, you can We have tried to identify these forward-looking statements by terminology such as using words like “anticipatebelieve,” “believeexpect,” “may,” “will,” “could,” “seek,” “estimate,” “continue,” “couldanticipate,” “estimateintend,” “expect,” “intends,” “may,” “mightfuture,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative variations of such those terms or and other similar expressions. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. We caution you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including: • the timeline and our ability to develop and tool our facilities; • our product and software development timeline and expected start of production; • our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder; • changes in our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; • the implementation, market acceptance and success of our business model; • our ability to scale in a cost-effective manner; • developments and projections relating to our competitors and industry; • the impact of health epidemics, including the COVID-19 pandemic, and other economic, regulatory, political, weather and other events on our business and the actions we may take in response thereto; • our expectations regarding our intellectual property protection and not infringe on the rights of others; • our business, expansion plans and opportunities; • the outcome of any known and unknown litigation and regulatory proceedings; and • other risks set forth their use in the sector entitled “Risk Factors” in this prospectus, any related prospectus supplement and in our reports filed with the SECnegative. These statements are subject to known and unknown risks, uncertainties and assumptions that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statements, including the following: • We are an early stage company with a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future. • We may be unable to adequately control the costs associated with our operations. • Our business plans require a significant amount of capital. If we are unable to obtain sufficient funding or do not have access to capital, we will be unable to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affected. • If we fail to successfully build and tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production of our EVs could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if any, and may face risks if we are dependent on a small number of customers for a significant portion of our revenues. • If our EVs fail to perform as expected, our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. Given these risks and uncertainties, you You should not place undue reliance on these forward-looking statements, which speak only as to our expectations, as of the date of this prospectus and any applicable prospectus supplement. We derive many of our These forward-looking statements from our operating budgets are subject to a number of risks, uncertainties and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important other factors that could cause our actual results results, performance, prospects or opportunities to differ materially from our expectationsthose expressed in, or cautionary implied by, these forward-looking statements. These risks, uncertainties and other factors include, but are disclosed not limited to, those set forth under the sections entitled “Risk Factors” and discussed under the caption “Management’s Discussion and Analysis of Financial Condition and Results of OperationsItem 1A. Risk Factors” in Part I of our most recent Annual Report on Form 10-K and subsequent or any updates discussed under the caption “Item 1A. Risk Factors” in Part II of our Quarterly Report Reports on Form 10-10- Q, which are together with all of the other information appearing in or incorporated by reference hereininto this prospectus and any applicable prospectus supplement. Given these risks and uncertainties, readers are cautioned not to place undue reliance on our forward-looking statements. Projections included in such risk factors have been prepared based on assumptions, which we believe to be reasonable, but not in accordance with United States generally accepted accounting principles or any guidelines of the SEC. Actual results will vary, perhaps materially, and we undertake no obligation to update the projections at any future date. You are strongly cautioned not to place undue reliance on such projections. All subsequent written and oral forward-looking statements attributable to us, Pacific Ethanol or to persons acting on our behalf, behalf are expressly qualified in their entirety by these cautionary statements statements. Except as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward- looking statements made in this prospectus in the context of these risks and uncertainties. See “Where You Can Find More Information” and “Incorporation of Documents required by Reference.” We caution you that the important factors referenced above may not contain all of the factors that are important to you. In additionfederal securities laws, we cando not assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this prospectus are made only as of the date hereof. We undertake no obligation intend to update or revise any forward-looking statement statements, whether as a result of new information, future events or otherwise, except as otherwise required by law.
Appears in 1 contract
Sources: At Market Issuance Sales Agreement
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectus, any prospectus supplement and including the documents incorporated by reference herein or therein contain contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended the (“Securities Act”) and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts, that including statements regarding our future financial position, liquidity, business strategy and plans and objectives of management for future operations, including future campus expansion plans, are subject forward-looking statements. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “will,” “expect” and similar expressions, as they relate to risks and uncertaintiesus, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future eventsevents and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. All statements, other than statements The results anticipated by any or all of present or historical fact are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative of such terms or other similar expressions. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. We caution you that these forward-looking statements are subject to numerous might not occur. Important factors, uncertainties and risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including: • the timeline and our ability to develop and tool our facilities; • our product and software development timeline and expected start of production; • our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder; • changes in our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; • the implementation, market acceptance and success of our business model; • our ability to scale in a costthese forward-effective manner; • developments and projections relating to our competitors and industry; • the impact of health epidemics, including the COVID-19 pandemic, and other economic, regulatory, political, weather and other events on our business and the actions we may take in response thereto; • our expectations regarding our intellectual property protection and not infringe on the rights of others; • our business, expansion plans and opportunities; • the outcome of any known and unknown litigation and regulatory proceedings; and • other risks set forth looking statements are described in the sector section entitled “Risk Factors” in of this prospectus, prospectus and any related accompanying prospectus supplement and in our reports filed with the SEC. These statements are subject to known and unknown risks, uncertainties and assumptions that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statements, including the following: • We are an early stage company with a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future. • We may be unable to adequately control the costs associated with our operations. • Our business plans require a significant amount of capital. If we are unable to obtain sufficient funding or do not have access to capital, we will be unable to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affected. • If we fail to successfully build and tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production of our EVs could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if anysupplement, and may face risks if we are dependent on a small number of customers for a significant portion of our revenues. • If our EVs fail to perform as expected, our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K and subsequent Quarterly Report quarterly reports on Form 10-Q, which Q and in our other filings with the SEC that are incorporated by reference herein. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward- looking statements made in this prospectus in the context of these risks and uncertainties. See “Where You Can Find More Information” and “Incorporation of Documents by Reference.” We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this any accompanying prospectus are made only as of the date hereofsupplement. We undertake no obligation to publicly update or revise any forward-looking statement statements, whether as a the result of new information, future events or otherwise, except as otherwise required by law.
Appears in 1 contract
Sources: Equity Distribution Agreement
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectus, prospectus and any prospectus supplement and supplement, including the documents incorporated by reference herein or therein and therein, and any free writing prospectus that we have authorized for use in connection with this offering contain forward-looking statements within the meaning of Section 27A of the Securities Act concerning our business, operations and Section 21E of the Securities financial performance and Exchange Act of 1934condition, as amended (the “Exchange Act”)well as our plans, objectives and expectations for our business operations and financial performance and condition. Any statements contained herein that are subject to risks and uncertainties. We have based these forward-looking statements on our current expectations and projections about future events. All statements, other than not statements of present or historical fact are facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “aim,” “anticipate,” “assume,” “believe,” “contemplate,” “continue,” “could,” “due,” “estimate,” “expect,” “intendsgoal,” “intend,” “may,” “mightobjective,” “plan,” “possiblepredict,” “potential,” “predictpositioned,” “projectseek,” “should,” “target,” “will,” “would,” and other similar expressions that are predictions of or indicate future events and future trends, or the negative of such these terms or other similar expressionscomparable terminology. These forward-looking statements include, but are not limited to, statements about: ● the impact of global health concerns, including the impact of the current COVID-19 pandemic on the economies and financial markets and the demand for our products; ● state, local and federal regulatory frameworks affecting the industries in which we compete, including the wind energy industry, and the related extension, continuation or renewal of federal tax incentives and grants and state renewable portfolio standards as well as new or continuing tariffs on steel or other products imported into the U.S.; ● our customer relationships and our substantial dependence on a few significant customers and our efforts to diversify our customer base and sector focus and leverage relationships across business units; ● the economic and operational stability of our significant customers and suppliers, including their respective supply chains, and the ability to source alternative suppliers as necessary, in light of the COVID-19 pandemic; ● our ability to continue to grow our business organically and through acquisitions, and the impairment thereto by the impact of the COVID-19 pandemic; ● the production, sales, collections, customer deposits and revenues generated by new customer orders and our ability to realize the resulting cash flows; ● information technology failures, network disruptions, cybersecurity attacks or breaches in data security, including with respect to any remote work arrangements implemented in response to the COVID-19 pandemic; ● the sufficiency of our liquidity and alternate sources of funding, if necessary; ● our ability to realize revenue from customer orders and backlog; ● our ability to operate our business efficiently, manage capital expenditures and costs effectively, and generate cash flow; ● the economy, including its stability in light of the COVID-19 pandemic, and the potential impact it may have on our business, including our customers; ● the state of the wind energy market and other energy and industrial markets generally and the impact of competition and economic volatility in those markets; ● the effects of market disruptions and regular market volatility, including fluctuations in the price of oil, gas and other commodities; ● competition from new or existing industry participants including, in particular, increased competition from foreign tower manufacturers; ● the effects of the recent change of administrations in the U.S. federal government; ● our ability to successfully integrate and operate acquired companies and to identify, negotiate and execute future acquisitions; ● the potential loss of tax benefits if we experience an “ownership change” under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”); ● our ability to utilize various relief options enabled by the Coronavirus Aid, Relief and Economic Security Act; ● the limited trading market for our securities and the volatility of market price for our securities; and ● the impact of future sales of our common stock or securities convertible into our common stock on our stock price; and ● and other risks and uncertainties including those listed under the section titled “Risk Factors.” These statements are based on information currently available to us and are subject to known and unknown various risks, uncertainties and assumptions about us other factors that may could cause our actual resultsgrowth, levels results of activityoperations, performance financial condition, cash flows, performance, business prospects and opportunities to differ materially from those expressed in, or achievements to be implied by, these statements. You should read this prospectus and the documents incorporated by reference herein completely and with the understanding that our actual results may differ materially different from any future results, levels of activity, performance or achievements what we expect as expressed or implied by such our forward-looking statements. We caution you that these In light of the significant risks and uncertainties to which our forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including: • the timeline and our ability to develop and tool our facilities; • our product and software development timeline and expected start of production; • our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder; • changes in our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; • the implementation, market acceptance and success of our business model; • our ability to scale in a cost-effective manner; • developments and projections relating to our competitors and industry; • the impact of health epidemics, including the COVID-19 pandemic, and other economic, regulatory, political, weather and other events on our business and the actions we may take in response thereto; • our expectations regarding our intellectual property protection and not infringe on the rights of others; • our business, expansion plans and opportunities; • the outcome of any known and unknown litigation and regulatory proceedings; and • other risks set forth in the sector entitled “Risk Factors” in this prospectus, any related prospectus supplement and in our reports filed with the SEC. These statements are subject to known and unknown risks, uncertainties and assumptions that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statements, including the following: • We are an early stage company with a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future. • We may be unable to adequately control the costs associated with our operations. • Our business plans require a significant amount of capital. If we are unable to obtain sufficient funding or do not have access to capital, we will be unable to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affected. • If we fail to successfully build and tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production of our EVs could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if any, and may face risks if we are dependent on a small number of customers for a significant portion of our revenues. • If our EVs fail to perform as expected, our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. Given these risks and uncertaintiessubject, you should not place undue reliance on or regard these forward-looking statementsstatements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified timeframe, or at all. We derive discuss many of our these risks in greater detail in the documents incorporated by reference herein, including under the heading “Risk Factors.” These forward-looking statements from represent our operating budgets estimates and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K and subsequent Quarterly Report on Form 10-Q, which are incorporated by reference herein. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward- looking statements made in this prospectus in the context of these risks and uncertainties. See “Where You Can Find More Information” and “Incorporation of Documents by Reference.” We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this prospectus are made only as of the date hereof. We dates of this prospectus and the documents incorporated by reference herein and therein, and any free writing prospectus, as applicable, regardless of the time of delivery of this prospectus or any sale of our securities and, except as required by law, we undertake no obligation to update or revise publicly any forward-looking statement statements, whether as a result of new information, future events or otherwiseotherwise after the date of this prospectus. For all forward-looking statements, except as otherwise required by lawwe claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
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Sources: Equity Distribution Agreement
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectus, any prospectus supplement and the documents we file or have filed with the SEC that are incorporated by reference herein or therein contain in this prospectus include forward-looking statements within the meaning of Section 27A of the Securities Act and of 1933, as amended, which we refer to as the Securities Act, or Section 21E of the Securities and Exchange Act of 1934, as amended (amended, which we refer to as the “Exchange Act”). For this purpose, any statement contained in this prospectus or any of the documents we file or have filed with the SEC that are subject to risks and uncertainties. We have based these forward-looking statements on our current expectations and projections about future events. All statementsincorporated by reference in this prospectus, other than statements of present historical fact, regarding, among other things: • the progress, scope or historical fact are duration of the development of TC-5619, TC-5214, TC-1734, AZD1446 (TC-6683), TC-6987, TC-6499 or any of our other product candidates or programs, such as the target indication(s) for development, the size, design, population, location, conduct, objective, duration or endpoints of any clinical trial, or the timing for initiation or completion of or availability of results from any clinical trial, for submission or approval of any regulatory filing, for interactions with regulatory authorities or, where applicable, for a decision by AstraZeneca as to whether to conduct particular development; • the benefits that may be derived from any of our product candidates or the commercial opportunity in any target indication; • the timing or amount of any payments that AstraZeneca may make to us; • our operations, financial position, revenues, costs or expenses; or • our strategies, prospects, plans, expectations or objectives is a forward-looking statementsstatement made under the provisions of The Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology words such as “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative of such terms or other similar expressions. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. We caution you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including: • the timeline and our ability to develop and tool our facilities; • our product and software development timeline and expected start of production; • our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder; • changes in our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; • the implementation, market acceptance and success of our business model; • our ability to scale in a cost-effective manner; • developments and projections relating to our competitors and industry; • the impact of health epidemics, including the COVID-19 pandemic, and other economic, regulatory, political, weather and other events on our business and the actions we may take in response thereto; • our expectations regarding our intellectual property protection and not infringe on the rights of others; • our business, expansion plans and opportunities; • the outcome of any known and unknown litigation and regulatory proceedings; and • other risks set forth in the sector entitled “Risk Factors” in this prospectus, any related prospectus supplement and in our reports filed with the SEC. These statements are subject to known and unknown risks, uncertainties and assumptions that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statements, including the following: • We are an early stage company with a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future. • We may be unable to adequately control the costs associated with our operations. • Our business plans require a significant amount of capital. If we are unable to obtain sufficient funding or do not have access to capital, we will be unable to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affected. • If we fail to successfully build and tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production of our EVs could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if any, and may face risks if we are dependent on a small number of customers for a significant portion of our revenues. • If our EVs fail to perform as expected, our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K and subsequent Quarterly Report on Form 10-Q, which are incorporated by reference herein. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward- looking statements made in this prospectus in the context of these risks and uncertainties. See “Where You Can Find More Information” and “Incorporation of Documents by Reference.” We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this prospectus are made only as of the date hereof. We undertake no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.”
Appears in 1 contract
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectus, any prospectus supplement and the documents including information included or incorporated by reference herein in this prospectus or therein contain any supplement to this prospectus,include “forward-looking statements statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities and Exchange Act of 1934, as amended (amended, or the “Exchange Act”). Forward- looking statements include, but are not limited to, statements regarding our or our management’s expectations, hopes, beliefs, intentions or strategies regarding the future and other statements that are subject to risks and uncertainties. We have based these forward-looking statements on our current expectations and projections about future events. All statements, other than statements of present historical fact. In addition, any statements that refer to projections, forecasts or historical fact other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intendsintend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” or and similar expressions may identify forward-looking statements, but the negative absence of such terms or other similar expressionsthese words does not mean that a statement is not forward-looking. These The forward-looking statements in this prospectus and the documents incorporated by reference herein and therein are subject to known and unknown risksbased upon various assumptions, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. We caution you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are based, in turn, upon further assumptions, including without limitation, management’s examination of historical operating trends, data contained in our records, and other data available from third parties. While we believe such third-party information is reliable, we have not independently verified any third-party information and our internal data has not been verified by any independent source. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those , we cannot assure you that we expectedwill achieve or accomplish these expectations, including: • beliefs or projections, which speak only as of the timeline date on which they are made. As a result, you are cautioned not to place undue reliance on these forward- looking statements. In addition to these important factors and our ability to develop matters discussed elsewhere herein and tool our facilities; • our product and software development timeline and expected start of production; • our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performancein the documents incorporated by reference herein, including financial projections and business metrics and any underlying assumptions thereunder; • changes important factors that, in our strategyview, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; • the implementation, market acceptance and success of our business model; • our ability to scale in a cost-effective manner; • developments and projections relating to our competitors and industry; • the impact of health epidemics, including the COVID-19 pandemic, and other economic, regulatory, political, weather and other events on our business and the actions we may take in response thereto; • our expectations regarding our intellectual property protection and not infringe on the rights of others; • our business, expansion plans and opportunities; • the outcome of any known and unknown litigation and regulatory proceedings; and • other risks set forth in the sector entitled “Risk Factors” in this prospectus, any related prospectus supplement and in our reports filed with the SEC. These statements are subject to known and unknown risks, uncertainties and assumptions that could cause actual results to differ materially from those projected or otherwise implied by discussed in the forward-looking statementsstatements include among other things: ● factors relating to the proposed business combination transaction with Metamaterial, Inc. (“Meta”) in connection with the Arrangement Agreement entered into on December 14, 2020 (and as amended subsequently), including without limitation: (1) the ability of the parties to consummate the arrangement, (2) risks that the conditions to the closing of the arrangement are not satisfied, including the following: • We are an early stage company with a history of losses and expect to incur significant expenses and continuing losses risk that required approvals for the foreseeable future. • We may be unable arrangement from governmental authorities or the stockholders of Torchlight are not obtained; (3) litigation relating to adequately control the costs associated with our operations. • Our business plans require a significant amount of capital. If we are unable to obtain sufficient funding arrangement; (4) unexpected costs, charges or do not have access to capital, we will be unable to execute our business expenses resulting from the arrangement; (5) risks that the proposed arrangement disrupts the current plans and operations of Torchlight and Meta; (6) the ability to realize anticipated benefits from the arrangement; (7) competition from larger and more established companies in the combined company’s markets; (8) the combined company’s ability to successfully grow following the closing of the arrangement; and (9) potential adverse reactions or changes to business relationships resulting from the completion of the arrangement; ● our prospects, future operating or financial results; ● our financial condition and results liquidity, including our ability to pay amounts that we owe, obtain additional financing in the future to fund capital expenditures, acquisitions and other general corporate activities; ● our ability to continue as a going concern; ● our development of operations successful operations; ● the speculative nature of oil and gas exploration; ● the volatile price of oil and natural gas; ● the demand for oil and natural gas which demand could be materially adversely affected. • If we fail to successfully build and tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We may not be able to realize the non-dilutive financial incentives offered affected by the States economic impacts of Oklahoma COVID-19; ● the risk of incurring liability or damages as we conduct business operations due to the inherent dangers involved in oil and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production of our EVs could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our projected funding needs, gas operations; ● our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if any, and may face risks if we are dependent on a small number of customers for a significant portion of our revenues. • If our EVs fail to perform as expected, our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We strategic relationships which are subject to cybersecurity risks change; ● the competitive nature of the oil and gas market; ● changes in governmental rules and regulations; and ● other factors listed from time to our operational systemstime in registration statements, security systems, infrastructure, integrated software in our EVs and customer data processed by us reports or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future lawother materials that we have filed with or furnished to the SEC, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed information under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis sections of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K for the year ended December 31, 2020 and subsequent Quarterly Report our Definitive Proxy Statement on Form 10-QSchedule 14A (for the 2021 special meeting of stockholders), which are incorporated by reference hereinin this prospectus. All written These factors and oral the other risk factors described in this prospectus and the documents incorporated by reference herein and therein are not necessarily all of the important factors that could cause actual results or developments to differ materially from those expressed in any of our forward-looking statements attributable to usstatements. Other unknown or unpredictable factors also could harm our results. Consequently, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward- looking statements made in this prospectus in the context of these risks and uncertainties. See “Where You Can Find More Information” and “Incorporation of Documents by Reference.” We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the actual results or developments we expect or anticipate anticipated by us may not be realized or, even if substantially realized, that they will result in may not have the expected consequences to, or affect us or our operations in the way we expecteffects on, us. The Given these uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements included in this prospectus are made only as of the date hereofstatements. We undertake no obligation to publicly update or revise any forward-looking statement statements, whether as a result of new information, future events or otherwise, except as otherwise required by law.. If one or more forward-looking statements are updated, no inference should be drawn that additional updates will be made with respect to those or other forward-looking statements. We are an energy company engaged in the acquisition, exploration, exploitation and/or development of oil and natural gas properties in the United States. We are primarily focused on the acquisition of early-stage projects, the development and delineation of these projects, and then the monetization of those assets once these activities are completed. Since 2010, our primary focus has been the development of interests in oil and gas projects we hold in the Permian Basin in West Texas. Presently, our primary interests include the Orogrande Project in ▇▇▇▇▇▇▇▇ County, Texas and the ▇▇▇▇▇ Project in the Midland Basin. In November 2020, we sold our interest in the project in ▇▇▇▇▇▇▇ County, Texas. We employ a private equity model within a public platform, with the goal to (i) enter into a play at favorable valuations, (ii) “prove up” and delineate the play through committed capital and exhaustive geologic and engineering review, and (iii) monetize our position through an exit to public and private independents that can continue full- scale development. In April 2018, we announced that we have commenced a process that could result in the monetization of the ▇▇▇▇▇ Project. Pursuant to our corporate strategy, in our opinion the development activity at the ▇▇▇▇▇ Project, coupled with nearby activities of other oil and gas operators, is indicative of this project having achieved a level of value that suggests monetization. We believe that the liquidity that would be provided from selling the ▇▇▇▇▇ Project could be redeployed into the Orogrande Project. In August 2020, our subsidiaries entered into an option agreement with a third party (which was amended in September 2020 and in April 2021), under which, in exchange for satisfying certain drilling obligations, the third party has the option to purchase the entire ▇▇▇▇▇ Project by a date no later than September 30, 2021. The option to purchase the ▇▇▇▇▇ Project may never be exercised. We are also currently marketing the Orogrande Project for an outright sale or farm in partner. These efforts are continuing. We operate our business through our wholly owned subsidiaries, including Torchlight Energy, Inc., a Nevada corporation, (“TEI”), ▇▇▇▇▇▇▇▇ Oil Corporation, a Texas corporation, (“▇▇▇▇▇▇▇▇”), and Torchlight ▇▇▇▇▇, LLC, a Texas limited liability company. We are in the process of winding up our subsidiaries Warwink Properties, LLC and Torchlight Energy Operating, LLC. We currently have four full-time employees and we employ consultants for various roles as needed. Our principal executive offices are located at ▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇. The telephone number of our principal executive offices is (▇▇▇) ▇▇▇-▇▇▇▇. On December 14, 2020, we and our newly formed subsidiaries, Metamaterial Exchangeco Inc. (“Canco”) and 2798831 Ontario Inc. (“Callco”), both Ontario corporations, entered into an arrangement agreement (the “Arrangement Agreement”) with Metamaterial Inc., an Ontario corporation headquartered in Nova Scotia, Canada (“Meta”). Under the Arrangement Agreement, Canco is to acquire all of the outstanding common shares of Meta by way of a statutory plan of arrangement under the Business Corporations Act (Ontario), or the Arrangement, on and subject to the terms and conditions of the Arrangement Agreement. The Arrangement Agreement was amended on February 3, 2021, March 11, 2021, March 31, 2021, April 15, 2021 and May 2, 2021. The Arrangement Agreement provides that the Meta shareholders may elect to receive either shares of our common stock or shares of the capital stock of Canco, which are referred to as the Exchangeable Shares, in exchange for such holder’s Meta common shares, in each case based on an exchange ratio (the “Exchange Ratio”) to be determined based on the number of Meta common shares and shares of our common stock outstanding immediately prior to the effective time of the Arrangement (the “Effective Time”). After the Effective Time, each Exchangeable Share will be exchangeable by the holder for one share of the common stock of the combined company (subject to customary adjustments for stock splits or other reorganizations). In addition, we may require all outstanding Exchangeable Shares to be exchanged upon the occurrence of certain events and at any time following the seventh anniversary of the closing of the Arrangement. While outstanding, holders of Exchangeable Shares will be entitled to cast votes on matters for which holders of the common stock of the combined company are entitled to vote, and will be entitled to receive dividends economically equivalent to the dividends declared by the combined company with respect to its common stock. Eligibility to receive Exchangeable Shares will be subject to certain Canadian residency restrictions and tax statuses. The Arrangement Agreement additionally makes provision for the conversion or amendment of other outstanding Meta securities, including options, deferred share units and warrants, such that they will be exercisable for shares of the common stock of the combined company, in each case with adjustments based on the Exchange Ratio. Immediately following the Effective Time, based on the Exchange Ratio, the former shareholders of Meta are anticipated to own approximately 75% of the economic and voting interest of the combined company, with current Torchlight stockholders holding approximately 25% economic and voting interest. Following the Effective Time, the combined company’s board of directors will be comprised of seven directors, with five of such directors to be nominees of Meta, one to be jointly nominated by ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇ and one director to be a nominee of Torchlight, subject to the reasonable approval of Meta. Additionally, the current management of ▇▇▇▇▇▇▇▇▇▇ will resign and be replaced by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ as Chief Executive Officer and ▇▇▇▇▇▇▇ ▇▇▇▇ as Chief Financial Officer. The Arrangement Agreement also provides that Torchlight is to submit to its stockholders a proposal to approve the issuance of stock under the Arrangement Agreement and amend Torchlight’s articles of incorporation to effect a reverse split (the “Reverse Split”), to maintain compliance with the listing standards of Nasdaq. Following the Reverse Split, and prior to the Effective Time, Torchlight will declare and issue a dividend, on a pro rata basis, of shares of Series A preferred stock (the “Series A Preferred Stock”), to the holders of its common stock. Following the Effective Time, the holders of the Series A Preferred Stock will be entitled to a dividend based on the net proceeds of the sale of any assets that are used or held for use in our oil and gas exploration business (the “O&G Assets”), subject to certain holdbacks. Such asset sales must occur prior to the earlier of (i) December 31, 2021 or (ii) the date which is six months from the closing of the Arrangement (the “Sale Expiration Date”). Following the Sale Expiration Date, subject to certain conditions, the combined company will effect a spin-off of any remaining O&G Assets with the Series A Preferred Stock holders to receive their pro rata equity interest in the spin-off entity. The transaction has been unanimously approved by the board of directors of Meta, and shareholders representing 48.06% of Meta’s common shares have entered into voting and support agreements in connection with the Arrangement. The transaction has also been unanimously approved by our board of directors, and stockholders representing 19.74% of our common stock have entered into voting and support agreements in connection with the Arrangement. The consummation of the Arrangement is subject to certain closing conditions, including without limitation the requirement that (i) prior to the effective time of the Arrangement, we raise gross proceeds of at least $10 million through the issuance of common stock or securities convertible into or exercisable for common stock, less the aggregate principal amount and accrued interest on certain loans that we have made to Meta (the “Pre-Closing Financing”) which condition has been met (ii) all of our debt is converted into shares of our common stock or repaid in full, with certain exceptions available and (iii) the shares issuable in connection with the arrangement have been approved for listing on Nasdaq. Other closing conditions include without limitation the receipt of all required approvals from our stockholders and Meta’s shareholders and from the Ontario Superior Court of Justice (Commercial List) (the “Court”) and all other required regulatory approvals, as well as other customary closing conditions, including the absence of a material adverse effect with respect to either us or Meta. As of the date of this prospectus all of our notes payable have been retired. The Arrangement is expected to close in the first half of 2021 and is to be implemented by way of an arrangement under theBusiness Corporations Act (Ontario). The Arrangement Agreement provides for customary representations, warranties and covenants, including covenants of each party to (i) subject to certain exceptions, carry on its business in the ordinary course of business consistent with past practice during the period between the execution of the Arrangement Agreement and the Effective Time and (ii) not solicit any alternate transactions or, subject to certain exceptions, to engage in any discussions or negotiations with respect thereto. Subject to certain terms and conditions, the Arrangement Agreement may be terminated by either party after June 18, 2021, and if the Arrangement Agreement is terminated prior to that date by either party as a result of obtaining a superior proposal from a third party, such terminating party is required to pay a termination fee of $2 million. Under the Arrangement Agreement, we loaned Meta $500,000 on December 16, 2020, in exchange for an unsecured convertible promissory note in substantially the same form as the 8% unsecured convertible promissory note that evidences our loan to Meta of $500,000 on September 20, 2020. On February 18, 2021, Torchlight loaned to Meta $10,000,000, evidenced by an unsecured convertible promissory note issued by Meta (the “Promissory Note”), substantially in the same form as the previous bridge notes issued by Meta to us, to satisfy Torchlight’s requirement to provide additional bridge fin
Appears in 1 contract
Sources: Sales Agreement
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectus, any prospectus supplement and the documents incorporated in it by reference herein or therein contain forward-looking statements within the meaning of Section 27A of the Securities Act and of 1933, as amended, or the Securities Act, Section 21E of the Securities and Exchange Act of 1934, as amended (amended, or the “Exchange Act”), that and the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, which are subject based on our management’s beliefs and assumptions and on information currently available to risks and uncertaintiesour management. We have based these forwardForward-looking statements on include information concerning our current expectations possible or assumed future results of our business, financial condition, results of operations, liquidity, plans and projections about future eventsobjectives. All statements, other than statements of present or historical fact are forward-looking statements. In some cases, you can identify forwardForward-looking statements include all statements that are not historical facts and in some cases can be identified by terminology such as “anticipatebelieve,” “believemay,” “estimate,” “continue,” “couldanticipate,” “estimateintend,” “should,” “plan,” “expect,” “intends,” “may,” “might,” “plan,” “possiblepredict,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative of such these terms or other similar expressionsexpressions that convey uncertainty of future events or outcomes. These forward-looking statements are subject Our ability to known predict the results of our operations or the effects of various events on our operating results is inherently uncertain. Therefore, we caution you to consider carefully the matters described under the caption “Risk Factors” and unknown riskscertain other matters discussed in this prospectus, uncertainties the documents incorporated by reference in this prospectus, and assumptions about us that may other publicly available sources. Such factors and many other factors beyond the control of our management could cause our actual results, levels level of activity, performance or achievements to be differ materially different from any future results, levels level of activity, performance or achievements that may be expressed or implied by such forward-the forward- looking statements. We caution you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including: • the timeline and our ability to develop and tool our facilities; • our product and software development timeline and expected start of production; • our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder; • changes in our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; • the implementation, market acceptance and success of our business model; • our ability to scale in a cost-effective manner; • developments and projections relating to our competitors and industry; • the impact of health epidemics, including the COVID-19 pandemic, and other economic, regulatory, political, weather and other events on our business and the actions we may take in response thereto; • our expectations regarding our intellectual property protection and not infringe on the rights of others; • our business, expansion plans and opportunities; • the outcome of any known and unknown litigation and regulatory proceedings; and • other risks set forth in the sector entitled “Risk Factors” in this prospectus, any related prospectus supplement and in our reports filed with the SEC. These statements are subject to known and unknown risks, uncertainties and assumptions that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statements, including the following: • We are an early stage company with a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future. • We may be unable to adequately control the costs associated with our operations. • Our business plans require a significant amount of capital. If Unless we are unable required to obtain sufficient funding do so under U.S. federal securities laws or other applicable laws, we do not have access to capital, we will be unable to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affected. • If we fail to successfully build and tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production of our EVs could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if any, and may face risks if we are dependent on a small number of customers for a significant portion of our revenues. • If our EVs fail to perform as expected, our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K and subsequent Quarterly Report on Form 10-Q, which are incorporated by reference herein. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward- looking statements made in this prospectus in the context of these risks and uncertainties. See “Where You Can Find More Information” and “Incorporation of Documents by Reference.” We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this prospectus are made only as of the date hereof. We undertake no obligation intend to update or revise any forward-forward- looking statement as statements. Arqit supplies a result unique encryption software service which makes the communications links of new informationany networked device, cloud machine or data at rest secure against current and future events or otherwiseforms of cyber attack on encryption — even from a quantum computer. Compatible with NSA CSfC Components and meeting the demands of NSA CSfC Symmetric Key Management Requirements Annexe 1.2. and RFC 8784, except as otherwise required by lawArqit’s Symmetric Key Agreement Platform uses a lightweight software agent that allows end point devices to create encryption keys locally in partnership with any number of other devices. The keys are computationally secure and facilitate Zero Trust Network Access. It can create limitless volumes of keys with any group size and refresh rate and can regulate the secure entrance and exit of a device in a group. The agent is lightweight and will thus run on the smallest of end point devices. The product sits within a growing portfolio of granted patents. It also works in a standards compliant manner which does not oblige customers to make a disruptive rip and replace of their technology.
Appears in 1 contract
Sources: At the Market Offering Agreement
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectusOffer to Purchase, any prospectus supplement and including the documents information incorporated into this Offer to Purchase by reference herein or therein contain reference, contains “forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), that are subject to statements,” which involve risks and uncertainties. We have based these forward-looking statements on our current expectations and projections about future events. All statements, other than statements of present historical facts, that are included in or historical fact are forward-looking statements. In some casesincorporated by reference into this Offer to Purchase, you can identify forward-looking statements by terminology or made in presentations, in response to questions or otherwise, that address activities, events or developments that the Company expects or anticipates to occur in the future, including such matters as capital allocation, future revenue and capital expenditures, business strategy, competitive strengths, goals, future acquisitions or dispositions, development of new products and services, market and industry developments and the growth of its business and operations (often, but not always, through the use of words or phrases such as “anticipatebelieves,” “believe,” “continue,” “could,” “estimate,” “expectplans,” “intends,” “maywill likely result,” “mightare expected to,” “planwill continue,” “possibleis anticipated,” “potentialestimated,” “predictprojection,” “projecttarget,” “shouldgoal,” “willobjective,” “wouldoutlook” or the negative of such terms or other and similar expressions. These forward-looking statements ), are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. We caution you Although the Company believes that these in making any such forward-looking statements statement its expectations are subject to numerous risks and uncertaintiesbased on reasonable assumptions, most of which are difficult to predict and many of which are beyond our control. All any such forward-looking statements are subject statement involves uncertainties and is qualified in its entirety by reference to risks and uncertainties that may cause actual results to differ materially from those that we expected, including: • the timeline and our ability to develop and tool our facilities; • our product and software development timeline and expected start of production; • our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder; • changes in our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; • the implementation, market acceptance and success of our business model; • our ability to scale in a cost-effective manner; • developments and projections relating to our competitors and industry; • the impact of health epidemics, including the COVID-19 pandemic, and other economic, regulatory, political, weather and other events on our business and the actions we may take in response thereto; • our expectations regarding our intellectual property protection and not infringe on the rights of others; • our business, expansion plans and opportunities; • the outcome of any known and unknown litigation and regulatory proceedings; and • other risks set forth in the sector entitled discussion under “Risk Factors” contained in this prospectusOffer to Purchase, any related prospectus supplement and in our reports filed with the SEC. These statements are subject to known section captioned “Principal risk factors and unknown risks, uncertainties and assumptions that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statements, including the following: • We are an early stage company with a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future. • We may be unable to adequately control the costs associated with our operations. • Our business plans require a significant amount of capital. If we are unable to obtain sufficient funding or do not have access to capital, we will be unable to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affected. • If we fail to successfully build and tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production uncertainties” beginning on page 57 of our EVs could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if any, and may face risks if we are dependent on a small number of customers for a significant portion of our revenues. • If our EVs fail to perform as expected, our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 1020-K and subsequent Quarterly Report on Form 10-QF for the fiscal year ended March 31, which are incorporated by reference herein2024. All written and oral Any forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward- looking statements made in this prospectus in the context of these risks and uncertainties. See “Where You Can Find More Information” and “Incorporation of Documents by Reference.” We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this prospectus are made statement speaks only as of the date hereof. We undertake on which it is made, and except as may be required by applicable law, the Company undertakes no obligation to publicly update or revise any forward-looking statement statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, except and it is not possible for the Company to predict all of them; nor can the Company assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. You should not unduly rely on such forward-looking statements. Any forward-looking statements included in this Offer to Purchase should not be construed as otherwise required by lawexhaustive.
Appears in 1 contract
Sources: Offer to Purchase
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectus supplement, the accompanying prospectus, any prospectus supplement and the documents incorporated by reference herein or and therein contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), that are subject to risks and uncertainties. We have based intend for these forward-looking statements on our current expectations and projections about future eventsto be entitled to the protection of the safe harbor provisions of these laws. All statements, other than statements of present historical facts, included in this prospectus supplement or historical fact the documents incorporated herein by reference are forward-looking statements. In some casesThose statements appear in this prospectus supplement, you can identify forward-looking statements the accompanying prospectus, and the documents incorporated herein and therein by terminology such as reference, particularly in the sections titled “anticipateRisk Factors,” “believeBusiness,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative of such terms or other similar expressions. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. We caution you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including: • the timeline and our ability to develop and tool our facilities; • our product and software development timeline and expected start of production; • our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder; • changes in our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; • the implementation, market acceptance and success of our business model; • our ability to scale in a cost-effective manner; • developments and projections relating to our competitors and industry; • the impact of health epidemics, including the COVID-19 pandemic, and other economic, regulatory, political, weather and other events on our business and the actions we may take in response thereto; • our expectations regarding our intellectual property protection and not infringe on the rights of others; • our business, expansion plans and opportunities; • the outcome of any known and unknown litigation and regulatory proceedings; and • other risks set forth in the sector entitled “Risk Factors” in this prospectus, any related prospectus supplement and in our reports filed with the SEC. These statements are subject to known and unknown risks, uncertainties and assumptions that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statements, including the following: • We are an early stage company with a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future. • We may be unable to adequately control the costs associated with our operations. • Our business plans require a significant amount of capital. If we are unable to obtain sufficient funding or do not have access to capital, we will be unable to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affected. • If we fail to successfully build and tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production of our EVs could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if any, and may face risks if we are dependent on a small number of customers for a significant portion of our revenues. • If our EVs fail to perform as expected, our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and include statements regarding the intent, belief or current expectations of our management that are subject to known and unknown risks, uncertainties and assumptions. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “will,” “would,” “could,” “should,” “potential,” “seek,” “evaluate,” “pursue,” “continue,” “design,” “impact,” “affect,” “forecast,” “target,” “outlook,” “initiative,” “objective,” “designed,” “priorities,” “goal,” or the negative of such terms and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. The forward-looking statements in this prospectus supplement and the documents incorporated herein by reference may include but are not limited to the statements about: ● our business strategy and objectives; ● our future financial performance and results of operations; ● our expansion into new market segments and the development of our new segment of products (including but not limited to our plans of expansion to the European market in connection with the shutdown of business of Bullitt Group Ltd.); ● our assessment of the market opportunities and our abilities to capitalize on such market opportunities; ● our assessments of the impact of various events on our financial condition and results of operations; ● our ability to regain and maintain compliance with the listing requirements of Nasdaq; ● the performance of third parties upon which we depend, including manufacturers; and ● expectations regarding the period during which we will qualify as a “smaller reporting company” or “emerging growth company.” Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. These risks and uncertainties include, but are not limited to, the following: ● the availability of cash on hand and other sources of liquidity to fund our operations and grow our business; ● our ability to compete effectively depends on multiple factors and we may not be able to continue to develop solutions to address user needs effectively; ● we may not be able to continue to develop solutions to address user needs effectively, including our next-generation products, which could materially adversely affect our liquidity and our ability to continue operations; ● a small number of customers account for a significant portion of our revenue; ● our entry into the data device sector could divert our management team’s attention from existing products, cause delays in launching our new products, or otherwise have a significant adverse impact on our business, operating results, and financial condition; ● we have failed and may continue to fail, to meet the listing standards of Nasdaq, and as a result, our common stock may become delisted, which could have a material adverse effect on the trading, liquidity, and market price of our common stock; ● the financial and operational projections that we may provide from time to time are subject to inherent risks; ● our ability to incorporate emerging technologies into our new consumer products given the lengthy development cycle; ● our ability to adapt to shortened customer lead times and tightened inventory controls from our key customers; ● we are materially dependent on some customer relationships that are characterized by product award letters and the loss of such relationships could harm our business and operating results; ● our quarterly results may vary significantly from period to period; ● we rely primarily on third-parties that we do not control for the performance of critical functions material to our business, such as manufacturers and partners; ● if our products contain defects or errors, we could incur significant unexpected expenses, experience product returns and lost sales, experience product recalls, suffer damage to our brand and reputation, and be subject to product liability or other claims; ● we are required to undergo a lengthy customization and certification process for each wireless carrier customer; ● we are dependent on the continued services and performance of a concentrated and limited group of senior management and other key personnel; ● we face risks related to the impact of various economic, political, environmental, social, and market events beyond our control that can impact our business and results of operations; and ● other risks and uncertainties other risks described in the section titled “Risk Factors” in our most recent Annual Report on Form 10-K and subsequent Quarterly Report documents we have filed with the SEC thereafter. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on Form 10-Qour business or the extent to which any factor, which are incorporated by reference herein. All written and oral or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communicationswe may make. You should evaluate all forward- looking statements made in read this prospectus in supplement and the context of these risks and uncertainties. See “Where You Can Find More Information” and “Incorporation of Documents by Reference.” We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you documents that we will realize incorporate by reference herein completely and with the understanding that our actual future results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way may be materially different from what we expect. The forward-looking statements included in this prospectus are made only Except as of the date hereof. We required by applicable law, we undertake no obligation to update or revise publicly any forward-looking statement as a result statements for any reason after the date of new information, future events this prospectus supplement and the other documents we have filed with the SEC that are incorporated herein by reference to conform such statements to actual results or otherwise, except as otherwise required by lawto changes in our expectations.
Appears in 1 contract
Sources: Sales Agreement
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectus, any prospectus supplement and the accompanying prospectus, including the documents incorporated that we incorporate by reference herein or therein contain reference, contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). Any statements in this prospectus and any accompanying prospectus supplement about our expectations, that beliefs, plans, objectives, assumptions or future events or performance are subject to risks not historical facts and uncertainties. We have based these forward-looking statements on our current expectations and projections about future events. All statements, other than statements of present or historical fact are forward-looking statements. In some casesThese statements are often, you can identify forward-looking statements by terminology but not always, made through the use of words or phrases such as “anticipate,” “believe,” “continuewill,” “couldexpect,” “anticipate,” “estimate,” “expect,” “intends,” “may,” “mightintend,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” and “would.” For example, statements concerning financial condition, possible or the negative assumed future results of such terms or other similar expressionsoperations, growth opportunities, industry ranking, plans and objectives of management, markets for our common stock and future management and organizational structure are all forward-looking statements. These forwardForward-looking statements are subject to not guarantees of performance. They involve known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be differ materially different from any future results, levels of activity, performance or achievements expressed or implied by such any forward-looking statementsstatement. We caution you that these Any forward-looking statements are subject qualified in their entirety by reference to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including: • the timeline and our ability to develop and tool our facilities; • our product and software development timeline and expected start of production; • our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder; • changes in our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; • the implementation, market acceptance and success of our business model; • our ability to scale in a cost-effective manner; • developments and projections relating to our competitors and industry; • the impact of health epidemics, including the COVID-19 pandemic, and other economic, regulatory, political, weather and other events on our business and the actions we may take in response thereto; • our expectations regarding our intellectual property protection and not infringe on the rights of others; • our business, expansion plans and opportunities; • the outcome of any known and unknown litigation and regulatory proceedings; and • other risks set forth in the sector entitled “Risk Factors” in risk factors discussed throughout this prospectus, any related prospectus supplement and in our reports filed with the SECaccompanying prospectus. These statements are subject to known and unknown Some of the risks, uncertainties and assumptions that could cause actual results to differ materially from those projected estimates or otherwise implied by projections contained in the forward-looking statementsstatements include, but are not limited to: ● The impact of the COVID-19 outbreak on the global economy, including the following: • We are an early stage company possibility of a global recession, and more specifically the impact to our business, suppliers, consumers, customers, and employees; ● Our ability to raise sufficient capital to meet our long and short-term liquidity requirements; ● Our ability to integrate a new management team; ● Our ability to comply with a history the continued listing requirements of losses the Nasdaq Capital Market; ● Our ability to successfully pursue our business plan and expect to incur significant expenses and continuing losses for the foreseeable future. • We may be unable to adequately control the costs associated with our operations. • Our business plans require a significant amount of capital. If we are unable to obtain sufficient funding or do not have access to capital, we will be unable to execute our business plans strategy; ● Our ability to continue as a going concern; and our prospects, financial condition ● The effect of economic and results of operations political conditions in the United States or other nations that could be materially adversely affected. • If we fail to successfully build and tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production of our EVs could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our projected funding needs, impact our ability to generate positive cash flow is uncertainsell our products and services or gain customers. • Our financial results may vary significantly from period to period due to fluctuations in our operating costsThe foregoing list sets forth some, product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase but not all, of the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely factors that could affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmedachieve results described in any forward- looking statements. • Our ability to develop You should read this prospectus supplement and manufacture EVs of sufficient quality the accompanying prospectus and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee documents that we will reference herein and therein and have filed as exhibits to the registration statement, of which this prospectus is part, completely and with the understanding that our actual future results may be able to develop our software platformmaterially different from what we expect. You should assume that the information appearing in this prospectus supplement, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if anyaccompanying prospectus, and may face risks if we are dependent any future accompanying prospectus supplement is accurate as of the date on a small number the front cover of customers for a significant portion this prospectus supplement or such accompanying prospectus only. Because the risk factors referred to on page S-7 of our revenues. • If our EVs fail to perform as expectedthis prospectus supplement, our ability to develop, market page 5 of the accompanying prospectus and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cellsincorporated herein by reference, could harm our business. • We depend upon third parties cause actual results or outcomes to manufacture and to supply key components and services necessary for our vehicles. We do not have longdiffer materially from those expressed in any forward-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed looking statements made by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how on our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. Given these risks and uncertaintiesbehalf, you should not place undue reliance on these any forward-looking statements. We derive many of our Further, any forward-looking statements from our operating budgets and forecasts, statement speaks only as of the date on which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult made, and we undertake no obligation to predict update any forward-looking statement to reflect events or circumstances after the impact date on which the statement is made or to reflect the occurrence of known factorsunanticipated events. New factors emerge from time to time, and it is impossible not possible for us to anticipate all predict which factors that could affect will arise. In addition, we cannot assess the impact of each factor on our actual results. Important factors that could business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” those contained in our most recent Annual Report on Form 10-K and subsequent Quarterly Report on Form 10-Q, which are incorporated by reference herein. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward- looking statements made in this prospectus in the context of these risks and uncertainties. See “Where You Can Find More Information” and “Incorporation of Documents by Reference.” We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this prospectus are made only as of the date hereof. We undertake no obligation to update or revise any forward-looking statement as a result statements. We qualify all of new informationthe information presented in this this prospectus supplement and the accompanying prospectus, future events or otherwiseand particularly our forward-looking statements, except as otherwise required by lawthese cautionary statements.
Appears in 1 contract
Sources: Sales Agreement
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectusprospectus supplement, any the accompanying prospectus supplement and the documents incorporated by reference herein or therein contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), that are subject to risks and uncertainties. We have based these forward-looking statements on our current expectations and projections about future events. All statements, other than statements of present or historical fact are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative of such terms or other similar expressions. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. We caution you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including: • the timeline and our ability to develop and tool our facilities; • our product and software development timeline and expected start of production; • our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder; • changes in our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; • the implementation, market acceptance and success of our business model; • our ability to scale in a cost-effective manner; • developments and projections relating to our competitors and industry; • the impact of health epidemics, including the COVID-19 pandemic, and other economic, regulatory, political, weather and other events on our business and the actions we may take in response thereto; • our expectations regarding our intellectual property protection and not infringe on the rights of others; • our business, expansion plans and opportunities; • the outcome of any known and unknown litigation and regulatory proceedings; and • other risks set forth in the sector entitled “Risk Factors” in this prospectus, any related prospectus supplement and in our reports filed with the SEC. These statements are subject to known and unknown risks, uncertainties and assumptions that assumptions, many of which are difficult to predict and are beyond our control and could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statements, including the following: . Below is a summary of certain material factors that may make an investment in our Common Stock speculative or risky. • We are an early stage company with a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future. • We may be unable to adequately control the costs associated with our operations. • Our current business plans require a significant amount of capital. If we are unable to obtain sufficient funding or do not have access to capital, we will be unable to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affected. • Our management has performed an analysis of our ability to continue as a going concern and has identified substantial doubt about our ability to continue as a going concern. If we fail are unable to successfully build and tool our manufacturing facilities obtain sufficient additional funding or if our manufacturing facilities become inoperabledo not have access to additional capital, we will be unable to produce our vehicles and execute our business will plans and could be harmedrequired to terminate or significantly curtail our operations. • We The resulting market price of our Common Stock following the reverse stock split may not be able to realize attract new investors, and it is not certain that the non-dilutive financial incentives offered by reverse stock split will result in a sustained proportionate increase in the States market price of Oklahoma and Arkansas where we will develop our own manufacturing facilitiesCommon Stock. • Developing our own manufacturing facilities for production Any changes as a result of our EVs Employee Reorganization Plan could increase adversely affect and disrupt our capital expenditures business and delay or inhibit production results of our EVsoperations. • We have not achieved positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase increases the risk of your investment. • We previously identified have remediated the material weaknesses previously reported in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, but if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service services of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • We face significant barriers to manufacture and bring our EVs to market, and if we cannot successfully overcome those barriers our business will be negatively impacted. • Customers who have committed to purchase significant amounts of our vehicles may purchase significantly fewer vehicles than we currently anticipate or none at all. In that case, our business, prospects, financial condition, results of operations, and cash flows could be materially and adversely affected. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if any, and may face risks if we are dependent on a small number of customers for a significant portion of our revenues. • If our EVs fail to perform as expected, our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, and if unsuccessful, unsuccessful may impact our business prospects and results of operations. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • If we fail to successfully build and tool our manufacturing facilities and/or if we are unable to establish or continue a relationship with a contract manufacturer or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We may not be able to realize the non-dilutive financial incentives offered by the State of Oklahoma where we will develop our own manufacturing facilities. • We and our third-party suppliers will rely on complex machinery for production, which involves a significant degree of risk and uncertainty in terms of operational performance and costs. • We have no experience to date in high volume manufacture of our EVs. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for are dependent on our vehicles. We do not have long-term agreements with all suppliers, some of our manufacturers and which are single or limited source suppliers, and if the inability of these manufacturers or suppliers become unwilling or unable to provide these key deliver necessary components of our EVs at prices and servicesvolumes, we would not be able performance and specifications acceptable to find alternative sources in us, could have a timely manner material adverse effect on our business, prospects, financial condition and our business would be adversely impactedoperating results. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. • If the market for EVs does not develop as we expect or develops more slowly than is expected, our business, prospects, financial condition and operating results will be adversely affected. • We may not be able to obtain or agree on acceptable terms and conditions for all or a significant portion of the government grants, loans and other incentives for which we may apply. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and scale. • Our EVs rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legalOur stock price has been volatile, regulatory and legislative uncertainty the market price of our Common Stock may drop below the price you pay. • Future sales and issuances of our equity or convertible securities could result in how dilution to our go-to-market models will existing stockholders and could cause the price of our Common Stock to decline. • Substantial blocks of our total outstanding shares may be interpreted under existing sold into the market. If there are substantial sales or issuances of shares of our Common Stock, the price of our Common Stock could decline. • Our failure to meet the continued listing requirements of The Nasdaq Capital Market could result in a delisting of our securities. • Economic, regulatory, political and future lawother events, including the potential inability to protect our intellectual property rightsfluctuating interest rates, sustained inflation, slower growth or recession, issues with supply chain, shortage of labor, national and we may be required to adjust our consumer business model in certain jurisdictions as a result. • The automotive market is highly competitive global geopolitical and technological developments by our competitors economic uncertainty, may adversely affect our financial results. • Our ability to meet the demand timelines we have established for production and manufacturing milestones of our EVs is uncertain. Importantly, the summary above does not address all the risks and uncertainties that we face. Additional discussion of the risks and uncertainties summarized herein, as well as other risks and uncertainties that we face, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our competitiveness most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, which are incorporated by reference herein. The above summary is qualified in this industryits entirety by those more complete discussions of such risks and uncertainties. Given these such risks and uncertainties, you should not place undue reliance on these forward-looking statements. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K and subsequent Quarterly Report on Form 10-Q, which are incorporated by reference herein. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward- looking statements made in this prospectus in the context of these risks and uncertainties. See “Where You Can Find More Information” and “Incorporation of Documents by Reference.” We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we We cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. In addition, even if our results or operations, financial condition and liquidity, and developments in the industry in which we operate are consistent with forward-looking statements, those results or developments may not be indicative of results or developments in subsequent periods. The forward-looking statements included in this prospectus are made only as of the date hereof. We undertake no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.
Appears in 1 contract
Sources: Equity Distribution Agreement
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectus, any prospectus supplement and the including documents incorporated by reference herein or therein contain reference, contains “forward-looking statements statements” within the meaning of Section 27A the safe harbor provisions of the U.S. Private Securities Act and Section 21E of the Securities and Exchange Litigation Reform Act of 19341995. Such statements include, as amended (in particular, statements about our plans, strategies, business prospects, changes and trends in our business, financial condition and the “Exchange Act”)markets in which we operate, that are subject to and involve risks and uncertainties. We have based these forward-looking statements on our current expectations and projections about future events. All statements, other than statements of present or historical fact are forward-looking statements. In some cases, you can identify forward-looking statements by terminology the use of words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “could,” “should,” “would,” “expect,” “plan,” “possibleanticipate,” “likely,” “intend,” “forecast,” “believe,” “estimate,” “project,” “predict,” “propose,” “potential,” “predictcontinue,” “project,” “should,” “will,” “wouldseek” or the negative of such these terms or other similar expressionscomparable terminology. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Exchange Act. Although these forward-looking statements are based upon assumptions we believe to be reasonable based upon available information, including projections of revenues, operating margins, earnings, cash flows, working capital and capital expenditures, they are subject to risks and uncertainties that are described more fully in this prospectus in the section titled “Risk Factors” beginning on page 9 of this prospectus or documents incorporated by reference in this prospectus. These forward-looking statements represent our estimates and assumptions only as of the date of this prospectus and are subject not intended to known give any assurance as to future results. As a result, you are cautioned not to rely on any forward-looking statements. Forward-looking statements appear in a number of places in this prospectus or documents incorporated by reference in this prospectus and unknown include statements with respect to, among other things: • expectations regarding our ability to pay dividends to our shareholders; • expectations regarding global economic outlook and growth; • expectations regarding shipping conditions and fundamentals, including the balance of supply and demand, as well as trends and conditions in the newbuild markets and scrapping of older vessels; • our current and future business and growth strategies and other plans and objectives for future operations, future acquisitions and deliveries of vessels, and the expected benefits from vessels that we have agreed to acquire; • expectations regarding the benefits of the Conversion; • our intention to continue to dispose of our container vessels; • our continued ability to enter into medium- or long-term, fixed-rate time charters with our charterers and to re-charter our vessels at attractive rates as their existing charters expire; • the relationships and reputations of our Managers in the shipping industry; • the financial condition, viability and sustainability of our charterers, including their ability to meet their obligations under the terms of our charter agreements; • our ability to maximize the use of our vessels; • our ability to access debt, credit and equity markets; • our ability to service, refinance or repay our financing under our financing arrangements and settle our hedging arrangements; • planned capital expenditures and availability of capital resources to fund capital expenditures; • the expected lifespan and condition of our vessels; • changes to the regulatory requirements applicable to the shipping industry, including, without limitation, stricter requirements adopted by international organizations and the European Union (“EU”), or by individual countries or charterers and actions taken by regulatory authorities overseeing such areas as safety and environmental compliance; • our ability to successfully operate exhaust gas cleaning systems or other newly installed equipment and novel technologies on certain or all of our vessels; • the expected cost of, and our ability to comply with, governmental regulations and maritime self-regulatory organization standards, including new environmental regulations and standards, as well as standard regulations imposed by our charterers applicable to our business; • the impact of heightened regulations and the actions of regulators and other government authorities, including anti-corruption laws and regulations, as well as sanctions and other governmental actions; • our anticipated general and administrative expenses; • the adequacy of our insurance arrangements and our ability to obtain insurance and required certifications; • the anticipated taxation of CCEC and dividends to our shareholders; • our ability to retain officers and the ability of our Managers to retain key employees; • anticipated funds for liquidity needs and the sufficiency of cash flows; and • the ability of our counterparties to perform under our shipbuilding contracts. The preceding list is not intended to be an exhaustive list of all our forward-looking statements. These and other forward-looking statements are made based upon management’s current plans, expectations, estimates, assumptions and beliefs concerning future events impacting us and, therefore, involve a number of risks and uncertainties, including those risks discussed in our Annual Report under the heading “Risk Factors”, in Exhibit 99.8 to our Report on Form 6-K furnished to the SEC on August 26, 2024 or those included in any annual report on Form 20-F or report on Form 6-K filed after the date of this prospectus (in the case of reports on Form 6-K, to the extent that such reports state that they are incorporated by reference into this prospectus). The risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. We caution you that these forward-looking statements involve known and unknown risks and are inherently subject to numerous risks significant uncertainties and uncertaintiescontingencies, most of which are difficult to predict and many of which are beyond our control. All We caution that forward-looking statements are subject not guarantees and that actual results could differ materially from those expressed or implied in the forward-looking statements. Unless required by law, we expressly disclaim any obligation to risks update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and uncertainties that it is not possible for us to predict all of these factors. Further, we cannot assess the impact of each such factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ be materially different from those that we expected, including: • contained in any forward-looking statement. You should carefully review and consider the timeline and our ability to develop and tool our facilities; • our product and software development timeline and expected start of production; • our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder; • changes various disclosures included in our strategy, future operations, financial position, estimated revenue Annual Report and losses, projected costs, prospects in our other filings made with the SEC that attempt to advise interested parties of the risks and plans; • the implementation, market acceptance and success of our business model; • our ability to scale in a cost-effective manner; • developments and projections relating to our competitors and industry; • the impact of health epidemics, including the COVID-19 pandemic, and other economic, regulatory, political, weather and other events on our business and the actions we factors that may take in response thereto; • our expectations regarding our intellectual property protection and not infringe on the rights of others; • affect our business, expansion plans and opportunities; • the outcome of any known and unknown litigation and regulatory proceedings; and • other risks set forth in the sector entitled “Risk Factors” in this prospectus, any related prospectus supplement and in our reports filed with the SEC. These statements are subject to known and unknown risks, uncertainties and assumptions that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statements, including the following: • We are an early stage company with a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future. • We may be unable to adequately control the costs associated with our operations. • Our business plans require a significant amount of capital. If we are unable to obtain sufficient funding or do not have access to capital, we will be unable to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affected. • If we fail to successfully build and tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production of our EVs could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if any, and may face risks if we are dependent on a small number of customers for a significant portion of our revenues. • If our EVs fail to perform as expected, our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K and subsequent Quarterly Report on Form 10-Q, which are incorporated by reference herein. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward- looking statements made in this prospectus in the context of these risks and uncertainties. See “Where You Can Find More Information” and “Incorporation of Documents by Reference.” We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this prospectus are made only as of the date hereof. We undertake no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.
Appears in 1 contract
Sources: Open Market Sales Agreement
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectus, any accompanying prospectus supplement and the documents incorporated by reference herein and therein may include statements that express our and our subsidiaries’ opinions, expectations, beliefs, plans, objectives, assumptions or therein contain projections regarding future events or future results and therefore are, or may be deemed to be, “forward- looking statements.” These forward-looking statements within can generally be identified by the meaning use of Section 27A of the Securities Act and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), that are subject to risks and uncertainties. We have based these forward-looking statements on our current expectations and projections about future events. All statementsterminology, other than statements of present or historical fact are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as including the terms “anticipatebelieves,” “believeestimates,” “continueanticipates,” “couldexpects,” “estimateseeks,” “expectprojects,” “forecasts,” “intends,” “plans,” “may,” “might,will” “plan,” “possible,” “potential,” “predict,” “project,” or “should,” “will,” “would” or the or, in each case, their negative of such terms or other similar expressionsvariations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They may appear in a number of places throughout this prospectus, any accompanying prospectus supplement and the documents incorporated by reference herein and therein and these forward-looking statements reflect management’s expectations regarding our future growth, results of operations, operational and financial performance and business prospects and opportunities. Such forward-looking statements are based on available current market material and management’s expectations, beliefs and forecasts concerning future events impacting our business. Factors that may impact such forward-looking statements include, but are not limited to, statements concerning: • The timing, completion and estimated production capacity of our proposed small-scale facility (“SSF”) and proposed large-scale complex; • The outputs from our proposed SSF and their impact on future estimates and potential studies regarding our proposed large-scale complex; • Unanticipated costs or delays associated with our proposed SSF; • Use of our injection-recovery ▇▇▇▇▇ for extraction once our proposed SSF and large-scale complex is complete; • Our ability to successfully and economically extract boron and lithium from colemanite and lithium rich minerals; • The quantities of resources we expect to be able to extract and our production capabilities; • The timing of completing and the expected ability of our proposed SSF facility to serve as a foundation for future design, engineering and cost optimization for our proposed large-scale complex; • Our ability to secure the requisite funding for the successful engineering, development, construction, completion and operation of our proposed facilities; • The timing and viability of achieving initial commercial production; • Our ability to commercialize our output and to enter into commercial agreements; • The total addressable market for materials we intend on producing and selling, including its current size, growth trajectory and the underlying factors that may drive growth in the overall market size; • The cost and availability of natural gas and electricity; • Our ability to timely and successfully reach anticipated full commercial production capacity; • Our ability to achieve and maintain profitability and to develop and maintain positive cash flow from our proposed operating activities; • Our ability to enter into and deliver product under binding supply agreements; • Our ability to acquire and maintain the necessary mining licenses, permits and access rights; • Our ability to acquire and maintain the necessary mineral property interests and related water rights; • The demand for borates and lithium and the market for their end-use applications; and • Our ability to develop downstream advanced materials capabilities. These forward-looking statements are subject to a number of risks and uncertainties, including: • Our ability to implement and recognize benefits from certain reduced spending measures; • The substantial doubt regarding our ability to continue as a going concern and our need to raise substantial additional funding, which may not be available on acceptable terms, if at all, to be able to continue as a going concern and advance the Fort ▇▇▇▇ Project (the “Project”); • Our limited operating history in the borates and lithium industries and no revenue from our proposed extraction operations at our properties; • Our need for substantial additional financing, both in the near-term and long-term,to execute our business plan and our ability to access capital and the financial markets; • Our status as an exploration stage company dependent on a single project with no known mineral reserves and unknown the inherent uncertainty in estimates of mineral resources; • Our lack of history in mineral production and the significant risks associated with achieving our business strategies, including our downstream processing ambitions; • We have incurred significant net operating losses to date and we anticipate incurring continued losses for the foreseeable future; • Risks and uncertainties relating to the development of the Project in ▇▇▇▇▇▇▇▇ Springs, CA; • Risks related to our ability to prepare and update further technical and economic analysis of the Project, and the timing thereof; • Our dependence on a single project; • Risks related to our ability to achieve and maintain profitability and to develop positive cash flow from our operating activities; • Risks, including changes in technology, that could adversely affect the demand for end use applications that require borates, lithium, and related minerals and compounds; • Our long-term success is dependent on our ability to enter into and deliver product under supply agreements; • Risks related to estimates of our total addressable market; • The costs and availability of natural gas, electricity, and water; • Uncertain global economic conditions and the impact this may have on our business and plans; • Macroeconomic risks; • Government efforts to combat inflation, uncertainties along with other interest rate pressures arising from an inflationary economic environment, could lead to higher financing and assumptions about us project completion costs. • Risks associated with our ongoing investment in the Project; • Risks associated with the required infrastructure at the Project; • Risks related to the titles of our mineral property interests and related water rights; • Any restrictions on our ability to obtain, recycle, and dispose of water on site; • Risks related to land use restrictions on our properties; • Risks related to volatility in prices or demand for borates, lithium, and other minerals; • Fluctuations in the U.S. dollar relative to other currencies; • Risks related to mineral exploration and development; • Risks related to equipment shortages and supply chain disruptions; • Risks associated with any of our customers, suppliers, or any third parties not implementing ethical or legal business practices in compliance with applicable laws and regulations; • Competition from new or current competitors in the mineral exploration and mining industry; • Risks associated with consolidation in the markets in which we operate and expect to operate; • Risks related to compliance with environmental and regulatory requirements, reclamation requirements, the potential generation and disposal of hazardous waste, climate change, and the proposed SEC rules on climate- related disclosures; • Risks related to our ability to acquire and maintain necessary mining licenses, permits, or access rights; • Litigation risk; • Risks related to our main operations being located in California and our engagement with local communities; • Our dependence on key management and third parties; • Risks related to potential acquisitions, joint ventures, and other investments; • Risks related to public health threats, including the novel coronavirus, that may continue to cause disruptions to our operations or may have a material adverse effect on our development plans and financial results; • Information technology risks; • Risks and costs relating to the Reorganization; • Risks related to the possible dilution of our Common Stock; • Risks related to our stock price and trading volume volatility; • Risks relating to the development of an active trading market for our Common Stock; • Risks related to our status as an emerging growth company; • Risks related to technology systems and security breaches; • A shortage of skilled technicians and engineers; • Risks related to technology systems and security breaches; • Our facilities of operations could be adversely affected by outside events outside of our control, such as natural disasters, climate change, wars, or health epidemics or pandemics; • Risks and uncertainties related to the COVID-19 pandemic; • Our increased costs as a result of being a U.S. listed public company; • Strategic actions, including acquisitions and dispositions of investments, including but not limited to integrations of acquiring investments; • Risks associated with the Convertible Notes; • Risk of insufficient cash flow to service the Convertible Notes; • Risk of foreclosure on our assets if we default on the Convertible Notes; • Risk of dilution of the ownership interest of our existing stockholders if the Convertible Notes are converted; • Risk of adverse impact on the price of our Common Stock if the Convertible Notes are converted; • Risks associated with limitations on our ability to raise money through equity offerings and to incur additional indebtedness imposed by the Amended and Restated Note Purchase Agreement; and • Any other risks described elsewhere in this registration statement or the documents incorporated herein by reference. If any of these risks materialize or our assumptions prove incorrect, actual results, levels of activity, performance or achievements to be results could differ materially different from any future results, levels of activity, performance or achievements expressed or the results implied by such these forward-looking statements. We caution you These and other factors that these could cause actual results to differ from those implied by the forward-looking statements in this prospectus, any accompanying prospectus supplement and the documents incorporated by reference herein and therein are subject more fully described under the heading “Risk Factors” and elsewhere in this prospectus. The risks described under the heading “Risk Factors” are not exhaustive. Other sections of this prospectus and any accompanying prospectus supplement describe additional factors that could adversely affect the business, financial condition or results of operations of the Company. New risk factors emerge from time to numerous risks time and uncertainties, most of which are difficult it is not possible to predict and many all such risk factors, nor can the Company assess the impact of all such risk factors on the business of the Company or the extent to which are beyond our control. All forward-looking statements are subject to risks and uncertainties that any factor or combination of factors may cause actual results to differ materially from those that we expected, including: • the timeline and our ability to develop and tool our facilities; • our product and software development timeline and expected start of production; • our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performance, including financial projections and business metrics and contained in any underlying assumptions thereunder; • changes in our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; • the implementation, market acceptance and success of our business model; • our ability to scale in a cost-effective manner; • developments and projections relating to our competitors and industry; • the impact of health epidemics, including the COVID-19 pandemic, and other economic, regulatory, political, weather and other events on our business and the actions we may take in response thereto; • our expectations regarding our intellectual property protection and not infringe on the rights of others; • our business, expansion plans and opportunities; • the outcome of any known and unknown litigation and regulatory proceedings; and • other risks set forth in the sector entitled “Risk Factors” in this prospectus, any related prospectus supplement and in our reports filed with the SEC. These statements are subject to known and unknown risks, uncertainties and assumptions that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statements, including the following: • We are an early stage company with a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future. • We may be unable to adequately control the costs associated with our operations. • Our business plans require a significant amount of capital. If we are unable to obtain sufficient funding or do not have access to capital, we will be unable to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affected. • If we fail to successfully build and tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production of our EVs could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if any, and may face risks if we are dependent on a small number of customers for a significant portion of our revenues. • If our EVs fail to perform as expected, our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K and subsequent Quarterly Report on Form 10-Q, which are incorporated by reference herein. All written and oral forward-looking statements attributable to us, the Company or persons acting on our behalf, its behalf are expressly qualified in their entirety by these the foregoing cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward- looking statements made in this prospectus in the context of these risks and uncertainties. See “Where You Can Find More Information” and “Incorporation of Documents by Reference.” We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expectstatements. The forward-looking statements included in this prospectus are made only as of the date hereof. We undertake Company undertakes no obligation to update or revise publicly any forward-looking statement statements, whether as a result of new information, future events or otherwise, except as otherwise required by law.
Appears in 1 contract
Sources: Equity Distribution Agreement
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectus and the documents incorporated herein contain “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have made these forward-looking statements in reliance on the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue,” the negative of these terms and other comparable terminology. These forward-looking statements, which are based on our current assumptions and expectations, are subject to risks and uncertainties. Forward-looking statements in this report may include statements about our future financial performance, product pipeline and development, commercialization efforts, and growth strategies. These statements are only predictions based on our current expectations and projections about future events. Our actual results could be materially different that those expressed, implied or anticipated by the forward-looking statements. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements, including, without limitation, factors relating to: • Our limited operating history; • The challenges associated with achieving operating scale following the launch of our initial commercial product; • Our incurrence of losses since our inception and the likelihood that we will continue to incur losses for the foreseeable future; • Significant competition from competitors with substantially greater resources than us; • Evolving regulatory requirements within and outside of the United States; • Government policies and regulations affecting the agricultural sector and related industries; • Commodity prices and other market risks facing the agricultural sector; • Our reliance on gene-editing technologies that may become obsolete in the future; • Our product development efforts, which use complex integrated technology platforms and require substantial time and resources; • Our success in obtaining or maintaining necessary rights to product components and processes for our development pipeline through acquisitions and in-licenses; • Our need to raise additional funding and the availability of additional capital or capital on acceptable terms; • Our reliance on third parties in connection with our field trials and research services; • Our growing experience with the commercialization of product candidates; • The recognition of value in our products by farmers and food processors, and the ability of farmers and food processors to work effectively with our crops; • Our ability to secure third-party contractors necessary for the development and commercial launch of our products; • Our reliance on contractual counterparties; • Public perceptions of biotechnology; genetically engineered products; and ethical, legal, environmental, health and social concerns; • Our ability to accurately forecast demand for our products; • The needs of food manufacturers and the recognition of shifting consumer preferences; • Adverse natural conditions and the highly seasonal and weather-sensitive nature of our business; • Our exposure to product liability claims; • The geographic concentration of our business activities; • Our ability to use net operating losses to offset future taxable income; • The adequacy of our patents and patent applications; • Our licensing of intellectual property from Cellectis and reliance on Cellectis to prosecute, maintain, defend or enforce such intellectual property; • Uncertainty relating to our patent positions that involve complex scientific, legal and factual analysis; • The limited lifespan of our patents and limitations in intellectual property protection in some countries outside the United States; • Developments in patent and other intellectual property law; • Our ability to identify relevant third-party patents and to interpret the relevance, scope and expiration of third-party patents; • Potential assertions of infringement, misappropriation or other violations of intellectual property rights, including licensing agreements; • Loss or damage to our germplasm libraries and our ability to access and maintain competitive germplasm libraries; • Our ability to attract and retain senior management and key employees; • Our relationship with Cellectis, our majority stockholder, and its ability to control the direction of our business; • Our being a “controlled company” and, as a result, qualifying for, and intending to rely on, exemptions from certain corporate governance requirements; • Our status as an emerging growth company; and • Those factors discussed under the caption “Risk Factors” in our periodic filings with the SEC. While the list of factors presented here is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Any of these factors, in whole or in part, could materially and adversely affect our business, financial condition, results of operations and the price of our common stock. Any forward-looking statement made by us in this prospectus, any prospectus supplement and the documents incorporated by reference herein or therein contain forward-looking statements within the meaning of Section 27A of the Securities Act is based only on information currently available to us and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), that are subject to risks and uncertainties. We have based these forward-looking statements on our current expectations and projections about future events. All statements, other than statements of present or historical fact are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative of such terms or other similar expressions. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. We caution you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including: • the timeline and our ability to develop and tool our facilities; • our product and software development timeline and expected start of production; • our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder; • changes in our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; • the implementation, market acceptance and success of our business model; • our ability to scale in a cost-effective manner; • developments and projections relating to our competitors and industry; • the impact of health epidemics, including the COVID-19 pandemic, and other economic, regulatory, political, weather and other events on our business and the actions we may take in response thereto; • our expectations regarding our intellectual property protection and not infringe on the rights of others; • our business, expansion plans and opportunities; • the outcome of any known and unknown litigation and regulatory proceedings; and • other risks set forth in the sector entitled “Risk Factors” in this prospectus, any related prospectus supplement and in our reports filed with the SEC. These statements are subject to known and unknown risks, uncertainties and assumptions that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statements, including the following: • We are an early stage company with a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future. • We may be unable to adequately control the costs associated with our operations. • Our business plans require a significant amount of capital. If we are unable to obtain sufficient funding or do not have access to capital, we will be unable to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affected. • If we fail to successfully build and tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production of our EVs could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if any, and may face risks if we are dependent on a small number of customers for a significant portion of our revenues. • If our EVs fail to perform as expected, our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K and subsequent Quarterly Report on Form 10-Q, which are incorporated by reference herein. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward- looking statements made in this prospectus in the context of these risks and uncertainties. See “Where You Can Find More Information” and “Incorporation of Documents by Reference.” We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this prospectus are made speaks only as of the date hereofof this prospectus, such prospectus supplement or such incorporated document, as the case may be. We undertake no do not assume any obligation to update publicly provide revisions or revise updates to any forward-looking statements after the date of the document in which such statement appears, whether as a result of new information, future events developments or otherwise, should circumstances change, except as otherwise required by lawsecurities and other applicable laws.
Appears in 1 contract
Sources: Open Market Sale Agreement
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectus, any prospectus supplement and including the documents incorporated that we incorporate by reference herein or therein contain reference, contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), that are subject to risks and uncertainties. We have based these Our forward-looking statements on include, but are not limited to, statements regarding our current expectations and projections about or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events. All statementsevents or circumstances, other than statements of present or historical fact including any underlying assumptions, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” or and similar expressions may identify forward-looking statements, but the negative absence of such terms or other similar expressionsthese words does not mean that a statement is not forward-looking. These forward-looking statements are subject to known and unknown involve a number of risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. We caution you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many (some of which are beyond our control. All forward-looking statements are subject to risks and uncertainties ) or other assumptions that may cause actual results or performance to differ be materially different from those that we expectedexpressed or implied by these forward-looking statements. Forward-looking statements in this report may include, includingfor example, statements about: • the timeline Our ability to effectively manage future growth and achieve operational efficiencies; • any inability of us to operate our Electron Launch Vehicle (“Electron”) at its anticipated launch rate, including due to any government action related to launch failure and our ability to develop and tool our facilities; • our product and software development timeline and expected start of production; • our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performanceoperate, including financial projections and business metrics and any underlying assumptions thereunder; • changes in our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; • the implementation, market acceptance and success of our business model; • our ability to scale in a cost-effective manner; • developments and projections relating to our competitors and industry; • the could adversely impact of health epidemics, including the COVID-19 pandemic, and other economic, regulatory, political, weather and other events on our business and the actions we may take in response thereto; • our expectations regarding our intellectual property protection and not infringe on the rights of others; • our business, expansion plans and opportunities; • the outcome of any known and unknown litigation and regulatory proceedings; and • other risks set forth in the sector entitled “Risk Factors” in this prospectus, any related prospectus supplement and in our reports filed with the SEC. These statements are subject to known and unknown risks, uncertainties and assumptions that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statements, including the following: • We are an early stage company with a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future. • We may be unable to adequately control the costs associated with our operations. • Our business plans require a significant amount of capital. If we are unable to obtain sufficient funding or do not have access to capital, we will be unable to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affected. operations; • If we fail our inability to successfully build and tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma and Arkansas where we will develop our own manufacturing facilities. Neutron Launch Vehicle (“Neutron”) or significant delays in developing Neutron could adversely impact our business, financial condition and results of operations; • Developing our own manufacturing facilities for production inability to utilize our launch pads at our private launch complex in Mahia, New Zealand or at NASA’s Wallops Flight Facility, at Wallops Island, Virginia with sufficient frequency to support our launch cadence and future related revenue growth expectations; • our spacecraft, space systems or space system components failing to operate as intended could have a material adverse effect on our business, financial condition and results of our EVs could increase our capital expenditures operations; • changes in the competitive and delay or inhibit production of our EVs. • We have not achieved positive highly regulated industries in which we operate, variations in operating cash flow andperformance across competitors, given our projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations changes in our operating costs, product demand laws and other factors. • Our limited operating history makes evaluating regulations affecting our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses changes in our internal control over financial reporting. Although the weaknesses previously identified have been remediatedcapital structure; • changes in governmental policies, if priorities, regulations, mandates or funding for programs in which we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operationscustomers participate, which may adversely affect could negatively impact our business and stock price. business; • If we fail to manage our growth effectivelyloss of, we may not be able to designor default by, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service one or more of our key customers or inability of customers to fund contractual commitments, which could result in a decline in future revenues, cancellation of contracted launches or space systems orders or termination or default of existing agreements; • the inability to comply with, and costs associated with complying, any applicable regulations, and specifically, U.S. government contract regulations, which could result in loss of contract opportunities, contract modifications or termination, assessment of penalties and fines, and suspension or debarment from U.S. government contracting or subcontracting; • success in retaining or recruiting, or changes required in, officers, key employees or directors, and senior management and, if we are unable our ability to attract and retain key employees and hire qualified management, technical and EV engineering personnel, including ▇▇▇▇▇ ▇▇▇▇, our President, Chief Executive Officer and Chairman; • defects in or failure of our products to operate in the expected manner, including any launch failure, which could result in a loss of revenue, impact our business, prospects and profitability, increase our insurance rates and damage our reputation and ability to obtain future customers; • inability or failure to protect intellectual property; • disruptions in the supply of key raw materials or components used to produce our products or increases in prices of raw materials; 3 • the ability to implement our business plans, forecasts and other expectations, including the integration of recently acquired businesses, and to identify and realize additional opportunities; • the diversion of management’s attention and consumption of resources as a result of acquisitions of other companies and success in integrating and otherwise achieving the benefits of recent and potential acquisitions; • our inability to effectively integrate or benefit from recently purchased assets or businesses; • global inflation and interest rates; • impacts of the war in Ukraine or Israel or other global conflicts; • fluctuations in foreign exchange rates; • the risk of downturns in government and commercial launch services and spacecraft industries; • our ability to compete could be harmed. anticipate changes in the markets for rocket launch services, mission services, spacecraft and spacecraft components; • Our ability the inability or failure to develop comply with contractual requirements or covenants; • failure to maintain adequate operational and manufacture EVs financial resources or raise additional capital or generate sufficient cash flows; • any significant disruption in or unauthorized access to our computer systems or those of sufficient quality third parties that we utilize in our operations, including those relating to cybersecurity or arising from cyber-attacks; and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture other factors detailed under the section of this prospectus titled “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our EVs. • We will depend initially on revenue generated assumptions prove incorrect, actual results may vary in material respects from a single EV model and those projected in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if any, and may face risks if we are dependent on a small number of customers for a significant portion of our revenues. • If our EVs fail to perform as expected, our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K and subsequent Quarterly Report on Form 10-Q, which are incorporated by reference herein. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward- looking statements made in this prospectus in the context Some of these risks and uncertainties. See “Where You Can Find More Information” uncertainties may in the future be amplified by a global crises and/or any response to such a crisis and “Incorporation of Documents by Reference.” We caution you that the important factors referenced above there may not contain all of the factors that are important to you. In addition, we cannot assure you be additional risks that we will realize the results consider immaterial or developments we expect which are unknown. It is not possible to predict or anticipate or, even if substantially realized, that they will result in the consequences identify all such risks. It is not possible to predict or affect us or our operations in the way we expectidentify all such risks. The forward-looking statements included contained in this prospectus are made only based on information available to us at the time of this prospectus and current expectations, forecasts, assumptions and beliefs concerning future developments and their potential effects, and involve a number of judgments, risks and uncertainties. There can be no assurance that future developments affecting us will be those that we have anticipated. Accordingly, forward-looking statements should not be relied upon as representing our views as of the date hereof. We any subsequent date, and we do not undertake no any obligation to update forward- looking statements to reflect events or revise any forward-looking statement circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as otherwise may be required under applicable securities laws. Our Mission: We Open Access to Space to Improve Life on Earth. Rocket Lab is an end-to-end space company with an established track record of mission success. We deliver reliable launch services, spacecraft design services, spacecraft components, spacecraft manufacturing and other spacecraft and on-orbit management solutions that make it faster, easier and more affordable to access space. We believe that space has defined some of humanity’s greatest achievements and it continues to shape our future. We are motivated by lawthe impact we can have on Earth by making it easier to get to space and to use it as a platform for innovation, exploration and infrastructure. We design and manufacture small and medium-class rockets, spacecraft and spacecraft components and related software and services to support the space economy. Our launch services are used to place spacecraft into Earth orbit and escape trajectories, and utilize orbital launch vehicles that place payloads into a variety of planes/inclinations and altitude trajectories. Our space systems solutions are the building blocks for spacecraft, which includes composite structures, reaction wheels, star trackers, solar power solutions, radios, separation systems, and command and control spacecraft software. Our family of spacecraft product lines is configurable for a range of low Earth orbit, medium Earth orbit, geosynchronous orbit and interplanetary missions. Our corporate headquarters are located at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Long Beach, California 90808, and our telephone number is (▇▇▇) ▇▇▇-▇▇▇▇. Our website is located at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. We do not incorporate the information on or accessible through our website into this prospectus, and you should not consider any information on, or that can be accessed through, our website as part of this prospectus.
Appears in 1 contract
Sources: Sales Agreement
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectus, any prospectus supplement and the documents incorporated by reference herein or therein contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), that are subject to risks and uncertainties. We have based these forward-looking statements on our current expectations and projections about future eventsstatements. All statements, statements other than statements of present or historical fact facts contained in this prospectus and the documents incorporated by reference herein are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. This prospectus and the documents incorporated by reference herein also contain estimates and other statistical data made by independent parties and by us relating to market size and growth and other data about our industry. This data involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. In addition, projections, assumptions and estimates of our future performance and the future performance of the markets in which we operate are necessarily subject to a high degree of uncertainty and risk. In some cases, you can identify forward-looking statements by terminology terms such as “anticipate“may,” “believeâ€# “will,” “continueâ€# “should,” “couldâ€# “expect,” “estimateâ€# “plan,” “expectâ€# “anticipate,” “intendsâ€# “could,” “mayâ€# “intend,” “mightâ€# “target,” “planâ€# “project,” “possibleâ€# “contemplates,” “potentialâ€# “believes,” “predictâ€# “estimates,” “projectâ€# “predicts,” “should,” “will,” “would” â€# “potentialâ€# or “continueâ€# or the negative of such these terms or other similar expressions. These The forward-looking statements in this prospectus and the documents incorporated by reference herein are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statementsonly predictions. We caution you that have based these forward-looking statements are subject to numerous risks largely on our current expectations and uncertainties, most of which are difficult to predict projections about future events and many of which are beyond our control. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those financial trends that we expected, including: • the timeline and our ability to develop and tool our facilities; • our product and software development timeline and expected start of production; • our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder; • changes in our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; • the implementation, market acceptance and success of our business model; • our ability to scale in a cost-effective manner; • developments and projections relating to our competitors and industry; • the impact of health epidemics, including the COVID-19 pandemic, and other economic, regulatory, political, weather and other events on our business and the actions we believe may take in response thereto; • our expectations regarding our intellectual property protection and not infringe on the rights of others; • affect our business, expansion plans and opportunities; • the outcome of any known and unknown litigation and regulatory proceedings; and • other risks set forth in the sector entitled “Risk Factors” in this prospectus, any related prospectus supplement and in our reports filed with the SEC. These statements are subject to known and unknown risks, uncertainties and assumptions that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statements, including the following: • We are an early stage company with a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future. • We may be unable to adequately control the costs associated with our operations. • Our business plans require a significant amount of capital. If we are unable to obtain sufficient funding or do not have access to capital, we will be unable to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affectedoperations. • If we fail These forward- looking statements speak only as of the date of this prospectus and are subject to successfully build a number of risks, uncertainties and tool assumptions, including those under “Risk Factorsâ€# and elsewhere in this prospectus. The events and circumstances reflected in our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We forward-looking statements may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma achieved or occur and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production of our EVs actual results could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our differ materially from those projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if any, and may face risks if we are dependent on a small number of customers for a significant portion of our revenues. • If our EVs fail to perform as expected, our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonableMoreover, we caution that it is very difficult operate in an evolving environment. New risk factors and uncertainties may emerge from time to predict the impact of known factorstime, and it is impossible not possible for us management to anticipate predict all risk factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K and subsequent Quarterly Report on Form 10-Q, which are incorporated by reference herein. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward- looking statements made in this prospectus in the context of these risks and uncertainties. See “Where You Can Find More Information” and “Incorporation of Documents Except as required by Reference.” We caution you that the important factors referenced above may not contain all of the factors that are important to you. In additionapplicable law, we cando not assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this prospectus are made only as of the date hereof. We undertake no obligation plan to publicly update or revise any forward-looking statement statements contained in this prospectus or the documents incorporated by reference herein, whether as a result of any new information, future events events, changed circumstances or otherwise, except as otherwise required by law.
Appears in 1 contract
Sources: Sales Agreement
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectusprospectus supplement, any the accompanying prospectus supplement and the documents incorporated by reference herein or therein contain in this prospectus contain, and our officers and representatives may from time to time make, forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), that are subject to involve substantial risks and uncertainties. We have based these forward-looking statements on our current expectations and projections about future events. All statements, other than statements of present or historical fact are forward-looking statements. In some cases, you can identify forward-looking statements by terminology terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “estimate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,potential” or “should,” “will,” “wouldcontinue” or the negative of such these terms or other similar expressionsexpressions intended to identify statements about the future. These forward-looking statements are subject to speak only as of the date of this prospectus and involve known and unknown risks, uncertainties and assumptions about us other important factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such the forward-looking statements. We caution you that have based these forward-looking statements are subject to numerous risks largely on our current expectations and uncertainties, most of which are difficult to predict projections about future events and many of which are beyond our control. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those financial trends that we expected, including: • the timeline and our ability to develop and tool our facilities; • our product and software development timeline and expected start of production; • our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder; • changes in our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; • the implementation, market acceptance and success of our business model; • our ability to scale in a cost-effective manner; • developments and projections relating to our competitors and industry; • the impact of health epidemics, including the COVID-19 pandemic, and other economic, regulatory, political, weather and other events on our business and the actions we believe may take in response thereto; • our expectations regarding our intellectual property protection and not infringe on the rights of others; • affect our business, expansion plans and opportunities; • the outcome of any known and unknown litigation and regulatory proceedings; and • other risks set forth in the sector entitled “Risk Factors” in this prospectus, any related prospectus supplement and in our reports filed with the SEC. These statements are subject to known and unknown risks, uncertainties and assumptions that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statements, including the following: • We are an early stage company with a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future. • We may be unable to adequately control the costs associated with our operations. • Our business plans require a significant amount of capital. If we are unable to obtain sufficient funding or do not have access to capital, we will be unable to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affectedoperations. • If we fail to successfully build and tool These forward- looking statements include, without limitation, statements about the following: · our manufacturing facilities or if our manufacturing facilities become inoperable, lack of operating history; · the expectation that we will be unable incur significant operating losses for the foreseeable future and will need significant additional capital; · our current and future capital requirements to produce support our vehicles development and commercialization efforts for our product candidates and our business will be harmed. • We may not be able ability to realize the non-dilutive financial incentives offered by the States satisfy our capital needs; · our dependence on our product candidates, which are still in various stages of Oklahoma and Arkansas where we will develop clinical development; · our own manufacturing facilities. • Developing ability to acquire sufficient quantities of raw material needed to manufacture our own manufacturing facilities for production drug product; · our, or that of our EVs could increase our capital expenditures and delay or inhibit production third-party manufacturers, ability to manufacture cGMP quantities of our EVs. • We have not achieved positive operating cash flow product candidates as required for pre-clinical and clinical trials and, given our projected funding needssubsequently, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service manufacture commercial quantities of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, product candidates; · our ability to compete could be harmed. • Our complete required clinical trials for our product candidates and obtain approval from the FDA or other regulatory agencies in different jurisdictions; · our lack of a sales and marketing organization and our ability to develop and commercialize our product candidates if we obtain regulatory approval; · our dependence on third-parties to manufacture EVs of sufficient quality and appeal our product candidates; · our reliance on third-party CROs to customers on schedule and on a large scale is unproven and still evolving. • We have no experience conduct our clinical trials; · our ability to date in high volume manufacture maintain or protect the validity of our EVsintellectual property; · our ability to internally develop new inventions and intellectual property; · interpretations of current laws and the passages of future laws; · acceptance of our business model by investors; · our ability to regain and maintain compliance with Nasdaq’s listing requirements; · the accuracy of our estimates regarding expenses and capital requirements; and · our ability to adequately support organizational and business growth. • We will depend initially on revenue generated from a single EV model The foregoing does not represent an exhaustive list of matters that may be covered by the forward-looking statements contained herein and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee documents incorporated by reference herein or risk factors that we will be able are faced with that may cause our actual results to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect differ from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if any, and may face risks if we are dependent on a small number of customers for a significant portion of our revenues. • If our EVs fail to perform as expected, our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used those anticipate in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe Factors that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could may affect our actual results. Important factors that could cause actual results to differ materially from our expectationsinclude, or cautionary statementsbut are not limited to, are disclosed under the sections entitled risks and uncertainties discussed in the “Risk Factors” and “Management’s Discussion and Analysis section on page S-5 of Financial Condition and Results of Operations” this prospectus, in our most recent Annual Report on Form 10-K or in other periodic and subsequent Quarterly Report current reports we file with the SEC. Moreover, new risks regularly emerge and it is not possible for our management to predict or articulate all risks we face, nor can we assess the impact of all risks on Form 10our business or the extent to which any risk, or combination of risks, may cause actual results to differ from those contained in any forward-Qlooking statements. The Private Securities Litigation Reform Act of 1995 and Section 27A of the Securities Act, which are incorporated by reference herein. All written and oral do not protect any forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward- looking statements made in this prospectus in the context of these risks and uncertainties. See “Where You Can Find More Information” and “Incorporation of Documents by Reference.” We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result make in the consequences or affect us or our operations in the way we expectconnection with this offering. The All forward-looking statements included in this prospectus and in the documents incorporated by reference in this prospectus are made only as based on information available to us on the date of this prospectus or the date of the date hereofapplicable document incorporated by reference. We Except to the extent required by applicable laws or rules, we undertake no obligation to publicly update or revise any forward-looking statement statement, whether written or oral, that may be made from time to time, whether as a result of new information, future events or otherwise. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained above and throughout this prospectus and in the documents incorporated by reference in this prospectus. We qualify all of our forward-looking statements by these cautionary statements. You should rely only on the information in this prospectus. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, except as otherwise required by lawyou should not rely upon it.
Appears in 1 contract
Sources: At the Market Offering Agreement
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectus, any prospectus supplement and the documents incorporated by reference herein or therein therein, contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), that are subject intended to risks be covered by the “safe harbor” created by those sections. Forward-looking statements, which are based on certain assumptions and uncertainties. We have based these describe our future plans, strategies and expectations, can generally be identified by the use of forward-looking statements on our current expectations and projections about future events. All statements, other than statements of present or historical fact are forward-looking statements. In some cases, you can identify forward-looking statements by terminology terms such as “anticipatemay,” “believewill,” “continueshould,” “expects,” “plans,” “anticipates,” “could,” “estimate,” “expect,” “intends,” “maytarget,” “mightprojects,” “plancontemplates,” “possiblebelieves,” “estimates,” “predicts,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative of such terms “continue” or other similar expressionscomparable terms. All statements other than statements of historical facts included in this prospectus and the documents incorporated by reference herein or therein regarding our strategies, prospects, financial condition, operations, costs, plans and objectives are forward-looking statements. These forward-looking statements are subject to known and unknown risks, uncertainties uncertainties, assumptions and assumptions about us other factors that may could cause our actual results of operations, financial condition, liquidity, performance, prospects, opportunities, achievements or industry results, levels as well as those of activitythe markets we serve or intend to serve, performance to differ materially from those expressed in, or achievements to be materially different from any future resultssuggested by, levels of activity, performance or achievements expressed or implied by such these forward-looking statements. We caution you that these These forward-looking statements are based on assumptions regarding our present and future business strategies and the environment in which we expect to operate in the future. Important risks and factors that could cause those differences include, but are not limited to: ● our reliance on one key customer for a substantial percentage of our revenue; ● our incurrence of significant operating and net losses since our inception, and we anticipate continuing to incur significant losses for the foreseeable future; ● our need to potentially raise additional capital, including to fund our current debt obligations and to fund potential acquisitions and capital expenditures, which may not be available on terms acceptable to us or at all and which depends on many factors beyond our control. ● the effects of the global COVID-19 pandemic; ● our ability to consummate any proposed financing, acquisition or transaction, the timing of the closing of such proposed event, including the risks that a condition to closing would not be satisfied within the expected timeframe or at all, or that the closing of any proposed financing, acquisition or transaction will not occur or whether any such event will enhance shareholder value; ● our ability to attract, maintain and increase the number of our users and paid subscribers; ● our ability to identify, acquire, secure and develop content, including original content; ● our ability to successfully implement our growth strategy, including relating to our technology platforms and applications; ● our ability to maintain compliance with certain financial and other covenants; ● our ability to consummate any future acquisitions on the proposed terms or at all; ● our ability to integrate our acquired businesses; ● the ability of the combined business to grow, including through acquisitions which we are able to successfully integrate, and the ability of our executive officers to manage growth profitably; ● the demand for live and music streaming services and market acceptance for our products and services; ● our ability to generate sufficient cash flow to make payments on our indebtedness; ● our incurrence of additional indebtedness in the future; our ability to repay current indebtedness at maturity or to redeem the convertible debentures upon a fundamental chance or at specific redemption dates; ● the outcome(s) of any legal proceedings pending or that may be instituted against us, our subsidiaries, or third parties to whom we owe indemnification obligations; ● changes in laws or regulations that apply to us or our industry; ● our ability to recognize and timely implement future technologies in the music and live streaming space; ● our ability to capitalize on investments in developing our service offerings, including our LiveXLive app, to deliver and develop upon current and future technologies; ● our significant reliance on technology to stream our content and manage other aspects of our operations; ● significant product development expenses associated with our technology initiatives; ● our ability to deliver end-to-end network performance sufficient to meet increasing customer demands; ● our ability to timely and economically obtain necessary approval(s), releases and or licenses on a timely basis for the use of our music content on our service platform; ● our ability to obtain and maintain international authorizations to operate our service over the proper foreign jurisdictions our customers utilize; ● our ability to expand our service offerings and deliver on our service roadmap; ● our ability to timely and cost-effectively produce, identify and or deliver compelling content that brands will advertise on and or customers will purchase and or subscribe to across our platform; ● general economic and technological circumstances in the music and live streaming digital markets; ● our ability to obtain and maintain licenses for music content used on our platforms; ● the loss of, or failure to realize benefits from, agreements with our music labels, publishers and partners; ● our ability to compete with our competitors; ● our company facing significant competition for advertiser and sponsorship spend; ● impact of negative media coverage on our business; ● our ability to develop, maintain, protect and enhance our brand; ● our ability to develop and maintain strong security systems and measures; ● unfavorable economic conditions in the music industry and economy as a whole; ● our ability to expand our domestic or international operations, including our ability to grow our business with current and potential future music labels, festivals, publishers, or partners; ● the effects of service interruptions or delays, technology failures, material defects or errors in our software, damage to our equipment or geopolitical restrictions; ● costs associated with defending pending or future intellectual property infringement actions and other litigation or claims; ● increases in our projected capital expenditures due to, among other things, unexpected costs incurred in connection with the roll out of our technology roadmap or our plans of expansion in North America and internationally; ● the effect of minimum guarantees required under certain of our podcast license agreements; ● fluctuation in our operating results; ● the effect of the conditional conversion feature of our convertible notes and convertible debentures; ● our ability to establish and maintain effective internal controls over financial reporting; ● our ability to overcome substantial doubt about our ability to continue as a going concern; ● data security and privacy risks; ● changes in tax treatment of companies engaged in e-commerce; ● our reliance, in part, on the strength of our live in person festivals and events, as well as our online businesses, and the level of their popularity; ● if we are forced to cancel or postpone all or part of a scheduled festival or event; ● the risk of personal injuries and accidents occurring at our live music events, which could subject us to personal injury or other claims, increase our expenses and damage our brands; ● other risks and uncertainties applicable to the businesses of our subsidiaries; and ● other risks and uncertainties included in this prospectus under the caption “Risk Factors” and risks and uncertainties described in documents incorporated by reference into this prospectus. Forward-looking statements are based only on our current beliefs, expectations and assumptions regarding the future of our business, strategies, projections, anticipated events and trends, and other future conditions. Because forward-looking statements relate to the future, they are subject to numerous inherent uncertainties, risks and uncertainties, most of which changes in circumstances that are difficult to predict and many of which are beyond outside of our control. All Our actual results and financial condition may differ materially from those indicated in our forward-looking statements are subject statements. Therefore, you should not rely on the occurrence of events described in any of these forward-looking statements. We undertake no obligation to risks publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise. New factors emerge from time to time, and uncertainties that it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those that we expected, including: • the timeline and our ability to develop and tool our facilities; • our product and software development timeline and expected start of production; • our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performance, including financial projections and business metrics and contained in any underlying assumptions thereunder; • changes in our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; • the implementation, market acceptance and success of our business model; • our ability to scale in a cost-effective manner; • developments and projections relating to our competitors and industry; • the impact of health epidemics, including the COVID-19 pandemic, and other economic, regulatory, political, weather and other events on our business and the actions we may take in response thereto; • our expectations regarding our intellectual property protection and not infringe on the rights of others; • our business, expansion plans and opportunities; • the outcome of any known and unknown litigation and regulatory proceedings; and • other risks set forth in the sector entitled “Risk Factors” in this prospectus, any related prospectus supplement and in our reports filed with the SEC. These statements are subject to known and unknown risks, uncertainties and assumptions that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statements, including the following: • We are an early stage company with a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future. • We may be unable to adequately control the costs associated with our operations. • Our business plans require a significant amount of capital. If we are unable to obtain sufficient funding or do not have access to capital, we will be unable to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affected. • If we fail to successfully build and tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production of our EVs could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if any, and may face risks if we are dependent on a small number of customers for a significant portion of our revenues. • If our EVs fail to perform as expected, our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We derive many qualify all of the information presented in this prospectus, any accompanying prospectus supplement and any document incorporated herein by reference, and particularly our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K and subsequent Quarterly Report on Form 10-Q, which are incorporated by reference herein. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communicationsstatements. You should evaluate all forward- looking statements made in this prospectus LiveOne, Inc. (the “Company,” “LXL,” “LiveXLive,” “we,” “us,” or “our”) is a pioneer in the context acquisition, distribution and monetization of these risks live music events, Internet radio, podcasting/vodcasting and uncertaintiesmusic-related subscription, streaming and video content. See “Where You Can Find More Information” Through our comprehensive service offerings and “Incorporation innovative content platform, we provide music fans the ability to listen, watch, attend, engage and transact. Serving a global audience, our mission is to bring the experience of Documents by Reference.” We caution you that live music and entertainment to consumers wherever music and entertainment is watched, listened to, discussed, deliberated or performed around the important factors referenced above may not contain all world. Our operating model is focused on a flywheel concept of integrated services centered on servicing and monetizing superfans through multiple revenue streams and product/service offerings. At December 31, 2021, we operated eight core integrated services: (1) one of the factors that are important to you. In additionindustry’s leading online live music streaming platforms (LiveXLive), we cannot assure you that we will realize the results or developments we expect or anticipate or(2) a fully integrated subscription and advertising streaming music service Slacker, even if substantially realizedInc. (“Slacker”) operating as LiveXLive powered by Slacker, that they will result (3) a leading podcasting platform operating as PodcastOne (“PodcastOne”), (4) producer of original music-related content, including live music festivals, concerts and events through React Presents LLC (“React Presents”), (5) a retailer of personalized merchandise and gifts operating as Custom Personalization Solutions, Inc. (“CPS”), (6) a producer of pay-per-view events and offerings operating as PPVOne, Inc. (“PPVOne”), (7) Gramophone Media, Inc., an artist and brand development company which comprises boutique agencies specializing in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this prospectus are made only public relations, music and technology, artists and repertoire, strategic marketing, brand positioning, graphic design, and social media management (“Gramophone”), and (8) effective as of January 2022, a music records label operating as Palm Beach Records (“Palm Beach Records”). LiveXLive is the date hereoffirst ‘live social music network’, delivering premium live- streamed, digital audio and on-demand music experiences from the world’s top music festivals, concerts and events, including Rock in Rio, Electronic Daisy Carnival (“EDC”) Las Vegas, iHeartRadio’s Wango Tango and many more. LiveXLive enhances the experience by granting audiences access to premium original content, artist exclusives and industry interviews. Our LiveXLive application offers users access to live events, audio streams with access to millions of songs and hundreds of expert-curated radio platforms and stations, original episodic content, podcasts, vodcasts, video on demand, real-time livestreams, and social sharing of content. Today, our business is comprised of a single operating segment (hereon referred to as our “operations”). We undertake no obligation generate revenue through the sale of subscription-based services and advertising from our music offerings, from the licensing, advertising and sponsorship of our live music and podcast content rights and services, from our expanding pay-per-view offerings, from retail sales of merchandise and gifts and expect to update or revise any forwardgenerate revenue from ticket sales as live events return post-looking statement as a result of new information, future events or otherwise, except as otherwise required by lawCOVID 19 pandemic and other revenue streams.
Appears in 1 contract
Sources: Sales Agreement
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectus, any prospectus supplement and the accompanying prospectus, including documents incorporated by reference herein or therein into this prospectus supplement and the accompanying prospectus, contain “forward-looking statements statements” within the meaning of Section 27A of the Securities Act Act, and Section 21E of the Securities and Exchange Act of 1934, as amended 1934 (the “Exchange Act”), that are subject to risks and uncertainties. We have based these Such forward-looking statements on our current expectations and projections about include those statements that express plans, anticipation, intent, contingency, goals, targets or future events. All statements, other than development and/or otherwise are not statements of present or historical fact are forward-looking statementsfact. In some cases, you can identify forwardForward-looking statements can generally be identified by terminology the use of words such as “anticipate,” “believeexpect,” “plan,” “could,” “may,” “will,” “should,” “would,” “intend,” “seem,” “potential,” “appear,” “continue,” “couldfuture,” believe,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predictforecast,” “project,” “should,” “will,” “would” or the negative and other words of such terms or other similar expressions. These meaning, although not all forward-looking statements are subject to known and unknown riskscontain these identifying words. In particular, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. We caution you that these forward-looking statements are subject to numerous risks and uncertaintiesinclude, most of which are difficult to predict and many of which are beyond among others, statements about our control. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including: • the timeline and our ability to develop and tool our facilities; • our product and software development timeline and expected start of production; • our future capital requirements and intended use of cash; • our plans to access capital to fund our significant proceeds, the development and increasing capital expenditures commercialization of broad-spectrum antiviral drug candidates and other expenses; • our growth strategy and product offering; • our financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder; • changes in our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; • the implementation, market acceptance and success of our business model; • our ability to scale in a cost-effective manner; • developments and projections relating to our competitors and industry; • the impact of health epidemics, including the COVID-19 pandemic, and other economic, regulatory, political, weather and other events on our business and the actions we may take in response thereto; • our expectations regarding our intellectual property protection and not infringe on the rights of others; • our business, expansion plans and opportunities; • the outcome of any known and unknown litigation and regulatory proceedings; and • other risks set forth in the sector entitled “Risk Factors” in this prospectus, any related prospectus supplement and in our reports filed with the SECtheir success. These statements are subject to known based on our current expectations and unknown risksprojections and involve estimates, assumptions, risks and uncertainties and assumptions that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statements, including the following: • We are an early stage company with a history of losses and expect to incur significant expenses and continuing losses for the foreseeable futureexpressed in them. • We may be unable to adequately control the costs associated with our operations. • Our business plans require a significant amount of capital. If we are unable to obtain sufficient funding or do not have access to capital, we will be unable to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affected. • If we fail to successfully build and tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production of our EVs could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if any, and may face risks if we are dependent on a small number of customers for a significant portion of our revenues. • If our EVs fail to perform as expected, our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We derive many of our Any forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult qualified in their entirety by reference to predict the impact of known factorsfactors discussed in this prospectus supplement, and it is impossible for us to anticipate all factors that could affect our actual resultsthe accompanying prospectus, and the documents incorporated by reference herein and therein. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, the risks arising from the impact of the COVID-19 pandemic on our expectationsCompany, or cautionary statementsincluding supply chain disruptions and our continued ability to proceed with our programs, are disclosed and on the national and global economy, our reliance on certain third parties, our reliance on continuing collaboration with Merck under the sections entitled “collaboration agreement, the future results of preclinical and clinical studies, general risks arising from clinical trials, receipt of regulatory approvals, development of effective treatments and/or vaccines by competitors, and the outcome of pending litigation. We also refer you to the Risk Factors” Factors which begin at page S-8 of this prospectus supplement and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K for the year ended December 31, 2019, under the caption “Item 1A – Risk Factors” of such report, and subsequent Quarterly Report on Form 10-Q, which are the other documents incorporated by reference hereininto this prospectus supplement for both an expanded discussion of the risks and uncertainties described above and additional risks and uncertainties that could cause actual results to differ materially and adversely from those expressed or implied by forward-looking statements. All written However, factors or events that could cause our actual results to differ may emerge from time to time, and oral it is not possible for us to predict all of them. You should read this prospectus supplement, the accompanying prospectus and the documents that we reference herein and therein, completely and with the understanding that our actual future results may be materially different from what we expect. You are cautioned not to place undue reliance on the forward-looking statements attributable to uscontained in, or persons acting on our behalfincorporated by reference into, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward- looking statements made in this prospectus in the context of these risks and uncertaintiessupplement. See “Where You Can Find More Information” and “Incorporation of Documents by Reference.” We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The Each forward-looking statements included in this prospectus are made statement speaks only as of the date hereof. We of this prospectus supplement or, in the case of documents incorporated by reference, the date of the applicable document (or any earlier date indicated in the statement), and we undertake no obligation to update or revise any forward-looking statement of these statements, whether as a result of new information, future events developments or otherwise, except as otherwise required by law. We qualify all of our forward-looking statements by these cautionary statements.
Appears in 1 contract
Sources: At the Market Offering Agreement
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectus, any prospectus supplement and the documents incorporated by reference herein or therein contain Statements in this release that are not historical are forward-looking statements within made pursuant to the meaning of Section 27A safe harbor provisions of the Private Securities Act and Section 21E of the Securities and Exchange Litigation Reform Act of 1934, as amended (the “Exchange Act”), that are subject to risks and uncertainties1995. We have based these forward-looking statements on our current expectations and projections about future events. All statements, other than statements of present or historical fact are forward-looking statements. In some cases, you can identify forward-looking statements by terminology Words such as “anticipateexpect,” “likely,” “outlook,” “forecast,” “would,” “could,” “should,” “can,” “will,” “project,” “intend,” “plan,” “goal,” “target,” “continue,” “sustain,” “synergy,” “on track,” “believe,” “continue,” “couldseek,” “estimate,” “expect,” “intendsanticipate,” “may,” “might,” “plan,” “possible,” “potentialassume,” “predict,” “project,” “should,” “will,” “would” or the negative variations of such terms or other words and similar expressionsexpressions are intended to identify such forward-looking statements. These forward-looking statements are subject to known not guarantees of future performance and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. We caution you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including: • the timeline and our ability to develop and tool our facilities; • our product and software development timeline and expected start of production; • our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder; • changes in our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; • the implementation, market acceptance and success of our business model; • our ability to scale in a cost-effective manner; • developments and projections relating to our competitors and industry; • the impact of health epidemics, including the COVID-19 pandemic, and other economic, regulatory, political, weather and other events on our business and the actions we may take in response thereto; • our expectations regarding our intellectual property protection and not infringe on the rights of others; • our business, expansion plans and opportunities; • the outcome of any known and unknown litigation and regulatory proceedings; and • other risks set forth in the sector entitled “Risk Factors” in this prospectus, any related prospectus supplement and in our reports filed with the SEC. These statements are subject to known and unknown risks, uncertainties and assumptions that could cause actual results to differ vary materially from those projected or otherwise implied by the forward-looking statementsindicated, including the following: • We are an early stage company with a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future. • We may be unable to adequately control the costs associated with our operations. • Our business plans require a significant amount of capital. If we are unable to obtain sufficient funding or do not have access to capital, we will be unable to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affected. • If we fail to successfully build and tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production of our EVs could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations factors described in our operating costs, product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if any, and may face risks if we are dependent on a small number of customers for a significant portion of our revenues. • If our EVs fail to perform as expected, our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled “Item 1A (Risk Factors” and “Management’s Discussion and Analysis ) of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K and subsequent Quarterly Report on Form 10-Q, each of which are is incorporated herein by reference hereinreference, and in other documents that we file or furnish with the Securities and Exchange Commission. All written and oral Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements attributable statements. Accordingly, you are cautioned not to us, or persons acting place undue reliance on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward- looking statements made in this prospectus in the context of these risks and uncertainties. See “Where You Can Find More Information” and “Incorporation of Documents by Reference.” We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this prospectus are made statements, which speak only as of the date hereofthey are made. We undertake no Except to the extent required by law, Walgreens does not undertake, and expressly disclaims, any duty or obligation to update or revise publicly any forward-looking statement after the date of this release, whether as a result of new information, future events events, changes in assumptions or otherwise, except as otherwise required by law.
Appears in 1 contract
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectus, any prospectus supplement and the documents incorporated herein by reference herein or therein contain “forward-looking statements statements” within the meaning of Section 27A of the Private Securities Act and Section 21E of the Securities and Exchange Litigation Reform Act of 1934, as amended (the “Exchange Act”), that are subject to risks and uncertainties. We have based these forward-looking statements on our current expectations and projections about future events1995. All statements, statements other than statements of present historical facts contained or historical fact incorporated herein by reference are forward-forward- looking statements. In some cases, you can identify forward-looking statements by terminology terms such as “aim,” “may,” “will,” “should,” “expect,” “forecast,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,potential” or “should,” “will,” “wouldcontinue” or the negative of such these terms or other similar expressions, although not all forward-looking statements contain these words. All statements other than statements of historical fact contained or incorporated herein by reference, including without limitation statements regarding our plans to develop and commercialize our product candidates, the timing and results of our ongoing or planned preclinical studies and clinical trials, risks associated with clinical trials, including our ability to adequately manage clinical activities, unexpected concerns that may arise from additional data or analysis obtained during clinical trials, the timing of and our ability to obtain and maintain regulatory approvals, the clinical utility of our product candidates, our commercialization, marketing and manufacturing capabilities and strategy, our expectations about the willingness of healthcare professionals to use our product candidates, the sufficiency of our cash and cash equivalents, general economic, industry and market conditions, including interest rates and inflation, and instability in the global banking system, our activities to evaluate and pursue strategic alternatives following our determination to discontinue the advancement of certain product candidates, and the plans and objectives of management for future operations and capital expenditures are forward- looking statements. The forward-looking statements in this prospectus and documents incorporated herein by reference are only predictions and are based largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this prospectus and are subject to a number of known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. We caution you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including: • the timeline and our ability to develop and tool our facilities; • our product and software development timeline and expected start of production; • our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performanceassumptions, including financial projections and business metrics and any underlying assumptions thereunder; • changes in our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; • the implementation, market acceptance and success of our business model; • our ability to scale in a cost-effective manner; • developments and projections relating to our competitors and industry; • the impact of health epidemics, including the COVID-19 pandemic, and other economic, regulatory, political, weather and other events on our business and the actions we may take in response thereto; • our expectations regarding our intellectual property protection and not infringe on the rights of others; • our business, expansion plans and opportunities; • the outcome of any known and unknown litigation and regulatory proceedings; and • other risks set forth in the sector entitled “Risk Factors” in this prospectus, any related prospectus supplement and in our reports filed with the SEC. These statements are subject to known and unknown risks, uncertainties and assumptions that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statements, including the following: • We are an early stage company with a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future. • We may be unable to adequately control the costs associated with our operations. • Our business plans require a significant amount of capital. If we are unable to obtain sufficient funding or do not have access to capital, we will be unable to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affected. • If we fail to successfully build and tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production of our EVs could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if any, and may face risks if we are dependent on a small number of customers for a significant portion of our revenues. • If our EVs fail to perform as expected, our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed described under the sections of our most recent Annual Report on Form 10-K entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as those described elsewhere in our most recent Annual Report on Form 10-K and subsequent Quarterly Report on Form 10-Qthis prospectus, which are the documents incorporated by reference hereininto this prospectus and any free writing prospectus. All written and oral Because forward-looking statements attributable are inherently subject to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward- looking statements made in this prospectus in the context of these risks and uncertainties. See “Where You Can Find More Information” and “Incorporation , some of Documents by Reference.” We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we which cannot assure be predicted or quantified and some of which are beyond our control, you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The should not rely on these forward-looking statements included as predictions of future events. The events and circumstances reflected in this prospectus are made only our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties. Except as of the date hereof. We undertake no obligation required by applicable law, we do not plan to publicly update or revise any forward-looking statement statements contained herein, whether as a result of any new information, future events events, changed circumstances or otherwise. We intend the forward-looking statements contained in this prospectus and documents incorporated herein by reference to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, except as otherwise required by lawamended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act.
Appears in 1 contract
Sources: Sales Agreement
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectusprospectus supplement, any the accompanying prospectus supplement and the documents incorporated by reference herein or and therein contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), that are subject to risks and uncertainties. We have based these forward-looking statements on our current expectations and projections about future events. All statements, statements other than statements of present historical facts contained in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein, including statements regarding the plans and timelines for the clinical development of paltusotine, CRN04777 and CRN04894, including the therapeutic potential and clinical benefits thereof, the plans to advance our other pipeline product candidates or historical fact discovery efforts, our future results of operations and financial position, the impact of the COVID-19 pandemic, business strategy, prospective products, product approvals, research and development costs, timing and likelihood of success, plans and objectives of management for future operations and future results of anticipated products, are forward-forward- looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward- looking statements. This prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein also contain estimates and other statistical data made by independent parties and by us relating to market size and growth and other data about our industry. This data involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. In addition, projections, assumptions and estimates of our future performance and the future performance of the markets in which we operate are necessarily subject to a high degree of uncertainty and risk. In some cases, you can identify forward-looking statements by terminology terms such as “anticipatemay,” “believewill,” “continueshould,” “expect,” “plan,” “anticipate,” “could,” “estimateintend,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predicttarget,” “project,” “shouldcontemplates,” “willbelieves,” “wouldestimates,” “predicts,” “potential” or “continue” or the negative of such these terms or other similar expressions. These The forward-looking statements in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statementsonly predictions. We caution you that have based these forward-looking statements are subject to numerous risks largely on our current expectations and uncertainties, most of which are difficult to predict projections about future events and many of which are beyond our control. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those financial trends that we expected, including: • the timeline and our ability to develop and tool our facilities; • our product and software development timeline and expected start of production; • our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder; • changes in our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; • the implementation, market acceptance and success of our business model; • our ability to scale in a cost-effective manner; • developments and projections relating to our competitors and industry; • the impact of health epidemics, including the COVID-19 pandemic, and other economic, regulatory, political, weather and other events on our business and the actions we believe may take in response thereto; • our expectations regarding our intellectual property protection and not infringe on the rights of others; • affect our business, expansion plans and opportunities; • the outcome of any known and unknown litigation and regulatory proceedings; and • other risks set forth in the sector entitled “Risk Factors” in this prospectus, any related prospectus supplement and in our reports filed with the SEC. These statements are subject to known and unknown risks, uncertainties and assumptions that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statements, including the following: • We are an early stage company with a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future. • We may be unable to adequately control the costs associated with our operations. • Our business plans require a significant amount of capital. If we are unable to obtain sufficient funding or do not have access to capital, we will be unable to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affectedoperations. • If These forward-looking statements speak only as of the respective dates of this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein and are subject to a number of risks, uncertainties and assumptions, which we fail to successfully build discuss in greater detail in the documents incorporated by reference herein, including under the heading “Risk Factors” and tool elsewhere in this prospectus supplement. The events and circumstances reflected in our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We forward-looking statements may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma achieved or occur and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production of our EVs actual results could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our differ materially from those projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controlsforward-looking statements. Moreover, we operate in an evolving environment. New risk factors and uncertainties may not be able emerge from time to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if anytime, and may face risks if we are dependent on a small number of customers it is not possible for a significant portion of our revenues. • If our EVs fail management to perform as expected, our ability to develop, market predict all risk factors and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industryuncertainties. Given these risks and uncertainties, you should not place undue reliance on these forward-forward- looking statements. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonableExcept as required by applicable law, we caution that it is very difficult do not plan to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K and subsequent Quarterly Report on Form 10-Q, which are incorporated by reference herein. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward- looking statements made in this prospectus in the context of these risks and uncertainties. See “Where You Can Find More Information” and “Incorporation of Documents by Reference.” We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this prospectus are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement statements contained in this prospectus supplement, the accompanying base prospectus or the documents incorporated by reference herein and therein, whether as a result of any new information, future events events, changed circumstances or otherwise. For all forward-looking statements, except as otherwise required by lawwe claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
Appears in 1 contract
Sources: Sales Agreement
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectus, any prospectus supplement and the documents incorporated herein by reference herein or therein contain “forward-looking statements statements” within the meaning of Section 27A of the Private Securities Act and Section 21E of the Securities and Exchange Litigation Reform Act of 1934, as amended (the “Exchange Act”), that are subject to risks and uncertainties. We have based these forward-looking statements on our current expectations and projections about future events1995. All statements, statements other than statements of present historical facts contained or historical fact incorporated herein by reference are forward-looking statements. In some cases, you can identify forward-looking statements by terminology terms such as “aim,” “may,” “will,” “should,” “expect,” “forecast,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,potential” or “should,” “will,” “wouldcontinue” or the negative of such these terms or other similar expressions, although not all forward-looking statements contain these words. All statements other than statements of historical fact contained or incorporated herein by reference, including without limitation statements regarding our plans to develop and commercialize our product candidates, the timing and results of our ongoing or planned preclinical studies and clinical trials, risks associated with clinical trials, including our ability to adequately manage clinical activities, unexpected concerns that may arise from additional data or analysis obtained during clinical trials, the timing of and our ability to obtain and maintain regulatory approvals, the clinical utility of our product candidates, our commercialization, marketing and manufacturing capabilities and strategy, our expectations about the willingness of healthcare professionals to use our product candidates, the sufficiency of our cash and cash equivalents, general economic, industry and market conditions, including interest rates and inflation, and instability in the global banking system, our activities to evaluate and pursue potential out-licensing opportunities following our determination to discontinue the advancement of certain product candidates, and the plans and objectives of management for future operations and capital expenditures are forward-looking statements. The forward-looking statements in this prospectus and documents incorporated herein by reference are only predictions and are based largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this prospectus and are subject to a number of known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. We caution you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including: • the timeline and our ability to develop and tool our facilities; • our product and software development timeline and expected start of production; • our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performanceassumptions, including financial projections and business metrics and any underlying assumptions thereunder; • changes in our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; • the implementation, market acceptance and success of our business model; • our ability to scale in a cost-effective manner; • developments and projections relating to our competitors and industry; • the impact of health epidemics, including the COVID-19 pandemic, and other economic, regulatory, political, weather and other events on our business and the actions we may take in response thereto; • our expectations regarding our intellectual property protection and not infringe on the rights of others; • our business, expansion plans and opportunities; • the outcome of any known and unknown litigation and regulatory proceedings; and • other risks set forth in the sector entitled “Risk Factors” in this prospectus, any related prospectus supplement and in our reports filed with the SEC. These statements are subject to known and unknown risks, uncertainties and assumptions that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statements, including the following: • We are an early stage company with a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future. • We may be unable to adequately control the costs associated with our operations. • Our business plans require a significant amount of capital. If we are unable to obtain sufficient funding or do not have access to capital, we will be unable to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affected. • If we fail to successfully build and tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production of our EVs could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if any, and may face risks if we are dependent on a small number of customers for a significant portion of our revenues. • If our EVs fail to perform as expected, our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed described under the sections of our most recent Annual Report on Form 10-K entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as those described elsewhere in our most recent Annual Report on Form 10-K and subsequent Quarterly Report on Form 10-Qthis prospectus, which are the documents incorporated by reference hereininto this prospectus and any free writing prospectus. All written and oral Because forward-looking statements attributable are inherently subject to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward- looking statements made in this prospectus in the context of these risks and uncertainties. See “Where You Can Find More Information” and “Incorporation , some of Documents by Reference.” We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we which cannot assure be predicted or quantified and some of which are beyond our control, you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The should not rely on these forward-looking statements included as predictions of future events. The events and circumstances reflected in this prospectus are made only our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties. Except as of the date hereof. We undertake no obligation required by applicable law, we do not plan to publicly update or revise any forward-looking statement statements contained herein, whether as a result of any new information, future events events, changed circumstances or otherwise. We intend the forward-looking statements contained in this prospectus and documents incorporated herein by reference to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, except as otherwise required by lawamended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act.
Appears in 1 contract
Sources: Sales Agreement
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectus, any prospectus supplement and the documents incorporated in it by reference herein or therein contain forward-looking statements within the meaning of Section 27A of the Securities Act and of 1933, as amended, or the Securities Act, Section 21E of the Securities and Exchange Act of 1934, as amended (amended, or the “Exchange Act”), that and the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, which are subject based on our management’s beliefs and assumptions and on information currently available to risks and uncertaintiesour management. We have based these forwardForward-looking statements on include information concerning our current expectations possible or assumed future results of our business, financial condition, results of operations, liquidity, plans and projections about future eventsobjectives. All statements, other than statements of present or historical fact are forward-looking statements. In some cases, you can identify forwardForward-looking statements include all statements that are not historical facts and in some cases can be identified by terminology such as “anticipatebelieve,” “believemay,” “estimate,” “continue,” “couldanticipate,” “estimateintend,” “should,” “plan,” “expect,” “intends,” “may,” “might,” “plan,” “possiblepredict,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative of such these terms or other similar expressionsexpressions that convey uncertainty of future events or outcomes. These forward-looking statements are subject Our ability to known predict the results of our operations or the effects of various events on our operating results is inherently uncertain. Therefore, we caution you to consider carefully the matters described under the caption “Risk Factors” and unknown riskscertain other matters discussed in this prospectus, uncertainties the documents incorporated by reference in this prospectus, and assumptions about us that may other publicly available sources. Such factors and many other factors beyond the control of our management could cause our actual results, levels level of activity, performance or achievements to be differ materially different from any future results, levels level of activity, performance or achievements that may be expressed or implied by such forward-the forward- looking statements. We caution you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including: • the timeline and our ability to develop and tool our facilities; • our product and software development timeline and expected start of production; • our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder; • changes in our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; • the implementation, market acceptance and success of our business model; • our ability to scale in a cost-effective manner; • developments and projections relating to our competitors and industry; • the impact of health epidemics, including the COVID-19 pandemic, and other economic, regulatory, political, weather and other events on our business and the actions we may take in response thereto; • our expectations regarding our intellectual property protection and not infringe on the rights of others; • our business, expansion plans and opportunities; • the outcome of any known and unknown litigation and regulatory proceedings; and • other risks set forth in the sector entitled “Risk Factors” in this prospectus, any related prospectus supplement and in our reports filed with the SEC. These statements are subject to known and unknown risks, uncertainties and assumptions that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statements, including the following: • We are an early stage company with a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future. • We may be unable to adequately control the costs associated with our operations. • Our business plans require a significant amount of capital. If Unless we are unable required to obtain sufficient funding do so under U.S. federal securities laws or other applicable laws, we do not have access to capital, we will be unable to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affected. • If we fail to successfully build and tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production of our EVs could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if any, and may face risks if we are dependent on a small number of customers for a significant portion of our revenues. • If our EVs fail to perform as expected, our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K and subsequent Quarterly Report on Form 10-Q, which are incorporated by reference herein. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward- looking statements made in this prospectus in the context of these risks and uncertainties. See “Where You Can Find More Information” and “Incorporation of Documents by Reference.” We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this prospectus are made only as of the date hereof. We undertake no obligation intend to update or revise any forward-looking statement statements. Arqit is a cybersecurity company that has pioneered a unique symmetric key agreement technology which makes the communications links of any networked device or data at rest secure against current and future forms of cyber attack — even an attack from a quantum computer. Arqit’s product, called QuantumCloud™, creates unbreakable software encryption keys that are low cost and easy to use with no new hardware required. The software has potentially universal application to every edge device and cloud machine in the world. Our registered office and principal place of business is located at Nova North, Floor ▇, ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and our telephone number is +▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇. Our website address is ▇▇▇▇▇://▇▇▇▇▇.▇▇. The information contained on our website or available through our website does not constitute part of this prospectus. Our registered agent in the United States is Arqit Inc., whose address is ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. Arqit is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, it is eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”). Additionally, to the extent that Arqit ceases to become a foreign private issuer, emerging growth company status would allow it to include reduced disclosure obligations regarding executive compensation in its periodic reports and to be exempt from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find ▇▇▇▇▇’s securities less attractive as a result result, there may be a less active trading market for Arqit’s securities and the prices of new information, future events or otherwise, except as otherwise required by law.Arqit’s securities may be more volatile. Arqit will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year
Appears in 1 contract
Sources: At the Market Offering Agreement
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectusprospectus supplement, any the accompanying prospectus supplement and the documents incorporated we incorporate by reference herein or therein each contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), that are subject to risks and uncertainties. We have based these intend such forward-looking statements on our current expectations to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and projections about future eventsinclude this statement for purposes of complying with these safe harbor provisions. All statementsAlso, other than statements of present or historical fact are documents we subsequently file with the SEC and incorporate by reference may contain forward-looking statements. In some cases, you can identify forwardForward-looking statements statements, which are based on certain assumptions and describe our future plans, strategies and expectations, are generally identifiable by terminology such as use of the words “anticipate,” “estimate,” “should,” “expect,” “believe,” “continueintend,” “may,” “will,” “seek,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative of such terms or other similar expressions. These You should not rely on forward-looking statements are subject to since they involve known and unknown risks, uncertainties and assumptions about us that may cause other factors which are, in some cases, beyond our actual resultscontrol and which could materially affect our results of operations, levels of activityfinancial condition, cash flows, performance or future achievements or events. Currently, one of the most significant factors, however, is the potential adverse effect of the current pandemic of the novel coronavirus, or COVID-19, on the financial condition, results of operations, cash flows and performance of the Company and its tenants, the real estate market and the global economy and financial markets. The extent to be materially different from any which COVID-19 impacts us and our tenants will depend on future resultsdevelopments, levels of activity, performance or achievements expressed or implied by such forward-looking statements. We caution you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to predict contain the pandemic or mitigate its impact, and the direct and indirect economic effects of the pandemic and containment measures, among others. Moreover, investors are cautioned to interpret many of the risks identified in the risk factors discussed in this prospectus supplement and incorporated by reference into this prospectus supplement and the accompanying prospectus from our Annual Report on Form 10-K for the year ended December 31, 2020, as well as the risks set forth below, as being heightened as a result of the ongoing and numerous adverse impacts of the COVID-19 pandemic. Additional factors which are beyond our control. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expectedcurrent expectations include, includingbut are not limited to: • factors included in our Annual Report on Form 10-K for the timeline and our ability to develop and tool our facilities; • our product and software development timeline and expected start of production; • our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performanceyear ended December 31, 2020, including financial projections and business metrics and any underlying assumptions thereunder; • changes in our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; • the implementation, market acceptance and success of our business model; • our ability to scale in a cost-effective manner; • developments and projections relating to our competitors and industry; • the impact of health epidemics, including the COVID-19 pandemic, and other economic, regulatory, political, weather and other events on our business and the actions we may take in response thereto; • our expectations regarding our intellectual property protection and not infringe on the rights of others; • our business, expansion plans and opportunities; • the outcome of any known and unknown litigation and regulatory proceedings; and • other risks those set forth in the sector entitled “Risk Factors” in this prospectus, any related prospectus supplement and in our reports filed with the SEC. These statements are subject to known and unknown risks, uncertainties and assumptions that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statements, including the following: • We are an early stage company with a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future. • We may be unable to adequately control the costs associated with our operations. • Our business plans require a significant amount of capital. If we are unable to obtain sufficient funding or do not have access to capital, we will be unable to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affected. • If we fail to successfully build and tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production of our EVs could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if any, and may face risks if we are dependent on a small number of customers for a significant portion of our revenues. • If our EVs fail to perform as expected, our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled headings “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” ”; • global and national economic conditions and changes in general economic, financial and real estate market conditions; • financial failure of, or other default in payment by, tenants under their leases and the potential resulting vacancies; • our concentration with certain tenants and in certain markets, which may make us susceptible to adverse events; • changes in our most recent Annual Report business strategy; • risks that our acquisition and development projects will fail to perform as expected; • our ability to pay dividends; • risks relating to information technology and cybersecurity attacks, loss of confidential information and other related business disruptions; • loss of key management personnel; • loss or bankruptcy of one or more of our tenants; • potential need to fund improvements or other capital expenditures out of operating cash flow; • financing risks, such as the inability to obtain debt or equity financing on Form 10favorable terms or at all; • level and volatility of interest rates; • our ability to renew or re-K lease space as leases expire; • limitations in our tenants’ leases on real estate tax, insurance and subsequent Quarterly Report on Form 10-Qoperating cost reimbursement obligations; • loss or bankruptcy of one or more of our major tenants, and bankruptcy laws that may limit our remedies if a tenant becomes bankrupt and rejects its leases; • potential liability for environmental contamination, which are incorporated could result in substantial costs; • our level of indebtedness, which could reduce funds available for other business purposes and reduce our operational flexibility; • covenants in our credit agreements, our unsecured notes and the indentures governing our senior notes, which could limit our flexibility and adversely affect our financial condition; • credit market developments that may reduce availability under our revolving credit facility; • increases in market interest rates which could raise our interest costs on existing and future debt; • decreases in market interest rates, which may lead to additional competition for the acquisition of real estate or adversely affect our results of operations; • our hedging strategies, which may not be successful in mitigating our risks associated with interest rates; • legislative or regulatory changes, including changes to laws governing REITs; • our ability to maintain our qualification as a REIT for federal income tax purposes and the limitations imposed on our business by reference hereinour status as a REIT; and • our failure to qualify as a REIT for federal income tax purposes could adversely affect our operations and ability to make distributions. All written and oral Any forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward- looking statements made in this prospectus in the context of these risks and uncertainties. See “Where You Can Find More Information” and “Incorporation of Documents by Reference.” We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this prospectus are made statement speaks only as of the date hereofon which it is made. We undertake no obligation New risks and uncertainties arise over time, and it is not possible for us to predict those events or how they may affect us. Except as required by law, we are not obligated to, and do not intend to, update or revise any forward-forward- looking statement statements, whether as a result of new information, future events or otherwise. Accordingly, except investors should use caution in relying on past forward-looking statements, which were based on results and trends at the time they were made, to anticipate future results or trends. For a further discussion of these and other factors that could impact our future results, performance or transactions, see the section below titled “Risk Factors” and the risk factors incorporated therein from our Annual Report on Form 10-K for the year ended December 31, 2020. We will not initially receive any proceeds from the sale of shares of our common stock by the forward purchasers or their affiliates. Assuming full physical settlement of the forward sale agreements at an initial forward sale price of $ per share and that the underwriters have not exercised their option to purchase additional shares of common stock, we expect to receive net proceeds of approximately $ million (after deducting fees and estimated expenses related to the forward sale agreement and this offering), subject to certain adjustments pursuant to the forward sale agreements, upon settlement of the forward sale agreements, which settlement we expect will occur no later than December , 2022. The forward sale price that we expect to receive upon physical settlement of the forward sale agreements will be subject to adjustment on a daily basis based on a floating interest rate factor equal to a specified daily rate less a spread and will be decreased based on amounts related to expected dividends on shares of our common stock during the term of the forward sale agreements. If the specified daily rate is less than the spread on any day, the interest factor will result in a daily reduction of the forward sale price. As of the filing of this prospectus supplement, the specified daily rate was greater than the spread. We intend to use the net proceeds, if any, received upon the settlement of the forward sale agreement (and from the sale of any shares of common stock sold by us to the underwriters in connection with this offering) for general corporate purposes, including to fund property acquisitions and development activity. Pending application of the net proceeds from this offering as otherwise required described above, we may invest such proceeds in short-term, interest bearing investments that are consistent with our intention to continue to qualify as a REIT. If, however, we elect to cash settle a forward sale agreement, we would expect to receive an amount of net proceeds that is significantly lower than the estimate included under this caption, and we may not receive any net proceeds (or may owe cash to the applicable forward purchaser). If we elect to net share settle a forward sale agreement in full, we would not receive any proceeds from the applicable forward purchaser. Before any issuance of shares of our common stock upon physical settlement of a forward sale agreement, such forward sale agreement will be reflected in our diluted earnings per share calculations using the treasury stock method. Under this method, the number of shares of our common stock used in calculating diluted earnings per share is deemed to be increased by lawthe excess, if any, of the number of shares of our common stock that would be issued upon full physical settlement of such forward sale agreement over the number of shares of our common stock that could be purchased by us in the market (based on the average market price during the period) using the proceeds receivable upon full physical settlement (based on the adjusted forward sale price at the end of the reporting period).
Appears in 1 contract
Sources: Forward Sale Agreement
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This Certain statements in this prospectus, any prospectus supplement and including the documents incorporated by reference herein or therein contain in this prospectus, may constitute “forward- looking statements” for purposes of the federal securities laws. Our forward-looking statements within include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the meaning future. In addition, any statements that refer to projections, forecasts or other characterizations of Section 27A of the Securities Act and Section 21E of the Securities and Exchange Act of 1934future events or circumstances, as amended (the “Exchange Act”)including any underlying assumptions, that are subject to risks and uncertainties. We have based these forward-looking statements on our current expectations and projections about future events. All statements, other than statements of present or historical fact are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as The words “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward- looking statements in this prospectus may include, for example, statements about: ● the anticipated amount, timing and accounting of contingent, milestone, royalty and other payments under licensing or collaboration agreements; ● tax positions and contingencies; research and development costs; compensation and other selling, general and administrative expense; ● amortization of intangible assets; ● foreign currency exchange risk; ● estimated fair value of assets and liabilities and impairment assessments; ● the negative potential impact of increased product competition in the markets in which we compete; ● patent terms, patent term extensions, patent office actions and expected availability and period of regulatory exclusivity; ● our plans and investments in our portfolio as well as implementation of our corporate strategy; ● the risk that the Company will maintain enough liquidity to execute its business plan and its ability to continue as a going concern; ● the drivers for growing our business, including our plans and intention to commit resources relating to discovery, research and development programs and business development opportunities as well as the potential benefits and results of, and the anticipated completion of, certain business development transactions; ● the expectations, development plans and anticipated timelines, including costs and timing of potential clinical trials, filings and approvals, of our products candidates and pipeline programs, including collaborations with third-parties, as well as the potential therapeutic scope of the development and commercialization of our and our collaborators’ pipeline product candidates, if approved; ● the timing, outcome and impact of administrative, regulatory, legal and other proceedings related to our patents and other proprietary and intellectual property rights, tax audits, assessments and settlements, pricing matters, sales and promotional practices, product liability and other matters; ● our ability to continue as a going concern, finance our operations and business initiatives, and obtain funding for such terms activities; ● any continuing impact of the COVID-19 pandemic on our business and operations, including expenses, reserves and allowances, the supply chain, manufacturing, cyber-attacks or other similar expressionsprivacy or data security incidents, research and development costs, clinical trials and employees; ● inflation, market volatility and rising interest rates; ● the potential impact of healthcare reform in the United States (U.S.) and measures being taken worldwide designed to reduce healthcare costs and limit the overall level of government expenditures, including the impact of pricing actions and reduced reimbursement for our product candidates, if approved; ● the risk that we become characterized as a passive foreign investment company; ● lease commitments, purchase obligations and the timing and satisfaction of other contractual obligations; and ● the impact of new laws (including tax), regulatory requirements, judicial decisions and accounting standards. The forward-looking statements contained or incorporated by reference in this prospectus are based on ProMIS’ current expectations and beliefs concerning future developments and their potential effects on ProMIS. There can be no assurance that future developments affecting ProMIS will be those that ProMIS has anticipated. These forward-looking statements are subject to known and unknown involve a number of risks, uncertainties and uncertainties, some of which are beyond ProMIS’ control, or other assumptions about us that may cause our actual results, levels of activity, results or performance or achievements to be materially different from any future results, levels of activity, performance or achievements those expressed or implied by such forward-looking statements. We caution you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including: • the timeline and our ability to develop and tool our facilities; • our product and software development timeline and expected start of production; • our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder; • changes in our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; • the implementation, market acceptance and success of our business model; • our ability to scale in a cost-effective manner; • developments and projections relating to our competitors and industry; • the impact of health epidemics, including the COVID-19 pandemic, and other economic, regulatory, political, weather and other events on our business and the actions we may take in response thereto; • our expectations regarding our intellectual property protection and not infringe on the rights of others; • our business, expansion plans and opportunities; • the outcome of any known and unknown litigation and regulatory proceedings; and • other risks set forth in the sector entitled “Risk Factors” in this prospectus, any related prospectus supplement and in our reports filed with the SEC. These statements are subject to known and unknown risks, uncertainties and assumptions that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statements, including the following: • We are an early stage company with a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future. • We may be unable to adequately control the costs associated with our operations. • Our business plans require a significant amount of capital. If we are unable to obtain sufficient funding or do not have access to capital, we will be unable to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affected. • If we fail to successfully build and tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production of our EVs could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if any, and may face risks if we are dependent on a small number of customers for a significant portion of our revenues. • If our EVs fail to perform as expected, our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We derive many of our forward-looking statements from our operating budgets These risks and forecastsuncertainties include, which but are based on many detailed assumptions. While we believe that our assumptions are reasonablenot limited to, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all those factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed described under the sections entitled heading “Risk Factors” included herein and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K and subsequent Quarterly Report on Form 10-Qfilings incorporated herein by reference. Should one or more of these risks or uncertainties materialize, which are incorporated by reference herein. All written and oral or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements attributable to usstatements. Moreover, or persons acting on our behalf, are expressly qualified the occurrence of the events described in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time the “ Risk Factors” section included herein and in our other SEC filings incorporated herein by reference and public communications. You should evaluate all forward- looking statements made elsewhere in this prospectus in the context of these risks and uncertaintiesmay adversely affect ProMIS. See “Where You Can Find More Information” and “Incorporation of Documents by Reference.” We caution you that the important factors referenced above may ProMIS will not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this prospectus are made only as of the date hereof. We undertake no any obligation to update or revise any forward-looking statement statements, whether as a result of new information, future events or otherwise, except as otherwise may be required under applicable securities laws. We have filed with the SEC a registration statement under the Securities Act with respect to the securities offered hereby. This prospectus and any applicable prospectus supplement constitute a part of the registration statement, but do not contain all of the information set forth in the registration statement or the exhibits and schedules filed therewith. For further information about us and the securities offered hereby, we refer you to the registration statement and the exhibits and schedules filed thereto. Statements contained in this prospectus or any prospectus supplement regarding the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and each such statement is qualified in all respects by lawreference to the full text of such contract or other document filed as an exhibit to the registration statement. We file periodic reports, proxy statements, and other information with the Securities and Exchange Commission (the “SEC”) pursuant to the Exchange Act of 1934, as amended (the “Exchange Act”). The SEC maintains an Internet website that contains reports, proxy and information statements and other information about registrants, like us, that file electronically with the SEC. The address of that site is ▇▇▇.▇▇▇.▇▇▇. We also maintain an internet website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. Through our website, we make available, free of charge, the following documents as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC: our quarterly reports on Form 10-Q, annual reports on Form 10-K, current reports on Form 8-K, and all amendments to those reports. The information contained on, or that may be accessed through, our website is not part of, and is not incorporated into, this prospectus.
Appears in 1 contract
Sources: At the Market Offering Agreement
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectusExcept for historical information, any this prospectus supplement and the documents incorporated by reference herein or therein accompanying prospectus contain forward-looking statements within made pursuant to the meaning safe harbor provisions of the Private Securities Litigation Reform Act of 1995 under Section 27A of the Securities Act and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), that are subject to risks and uncertainties. We have based these forwardForward-looking statements on include statements with respect to our current expectations beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions and projections about future events. All statementsperformance, other than statements of present or historical fact are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative of such terms or other similar expressions. These forward-looking statements are subject to and involve known and unknown risks, uncertainties and assumptions about us that other factors, which may be beyond our control, and which may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. We caution you All statements other than statements of historical fact are statements that could be forward-looking statements. You can identify these forward-looking statements through our use of words such as “may,” “can,” “anticipate,” “assume,” “should,” “indicate,” “would,” “believe,” “contemplate,” “expect,” “seek,” “estimate,” “continue,” “plan,” “point to,” “project,” “predict,” “could,” “intend,” “target,” “potential” and other similar words and expressions of the future. There are subject to numerous risks and uncertainties, most a number of which are difficult to predict and many of which are beyond our control. All forward-looking statements are subject to risks and uncertainties important factors that may could cause the actual results to differ materially from those that we expectedexpressed in any forward-looking statement made by us. These factors include, includingbut are not limited to: • the timeline labor and our ability to develop other workforce shortages and tool our facilitieschallenges; • our product and software development timeline and expected start dependence on principal customers; • the addition or loss of productionsignificant customers or material changes to our relationships with these customers; • our future capital requirements and use of cash; • our plans sensitivity to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performance, general economic conditions including financial projections and business metrics and any underlying assumptions thereunder; • changes in our strategy, future operations, financial position, estimated revenue disposable income levels and losses, projected costs, prospects and plans; • the implementation, market acceptance and success of our business modelconsumer spending trends; • our ability to scale in a cost-effective manner; • developments timely and projections relating to our competitors successfully build new hosting facilities with the appropriate contractual margins and industry; • the impact of health epidemics, including the COVID-19 pandemic, and other economic, regulatory, political, weather and other events on our business and the actions we may take in response theretoefficiencies; • our expectations regarding ability to continue to grow sales in our intellectual property protection and not infringe on the rights of othershosting business; • our business, expansion plans and opportunitiesvolatility of cryptoasset prices; • the outcome uncertainties of any known and unknown litigation and regulatory proceedingscryptoasset regulation policy; and • equipment failures, power or other risks set forth in supply disruptions. The foregoing does not represent an exhaustive list of matters that may be covered by the sector entitled “Risk Factors” in this prospectus, any related prospectus supplement and in forward-looking statements contained herein or risk factors that we are faced with that may cause our reports filed with the SEC. These statements are subject to known and unknown risks, uncertainties and assumptions that could cause actual results to differ from those anticipated in such forward-looking statements. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected or otherwise implied by in the forward-looking statements, including . You should review the following: • We are an early stage company with a history of losses factors and expect to incur significant expenses and continuing losses for the foreseeable future. • We may be unable to adequately control the costs associated with our operations. • Our business plans require a significant amount of capital. If we are unable to obtain sufficient funding or do not have access to capital, we will be unable to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affected. • If we fail to successfully build and tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production of our EVs could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand risks and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if information we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if any, and may face risks if we are dependent on a small number of customers for a significant portion of our revenues. • If our EVs fail to perform as expected, our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” describe in our most recent Annual Report on Form 10-K and K, as well as any amendments thereto reflected in subsequent Quarterly Report on Form 10-Q, which are incorporated by reference hereinreports we will file from time to time with the SEC. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these this cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communicationsnote. You should evaluate all forward- looking statements made in this prospectus in the context of these risks and uncertainties. See “Where You Can Find More Information” and “Incorporation of Documents by Reference.” We caution you that the important factors referenced above may are cautioned to not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The place undue reliance on any forward-looking statements included in this prospectus are made statements, which speak only as of the date hereofof this prospectus supplement, the date of the accompanying prospectus or the date of the document incorporated by reference herein. We undertake no obligation You should read this prospectus supplement, the accompanying prospectus supplement and the documents that we incorporate by reference and have filed as exhibits to update or revise any the registration statement, of which this prospectus supplement is a part, completely and with the understanding that our actual future results may be materially different from what we expect. In light of the significant uncertainties in these forward-looking statement statements, you should not regard these statements as a representation or warranty by us or any other person that will achieve our objectives and plans in any specified time frame, or at all. We have no obligation, and expressly disclaims any obligation, to update, revise or correct any of the forward-looking statements, whether as a result of new information, future events or otherwise. We have expressed our expectations, except as otherwise required by lawbeliefs and projections in good faith and believe they have a reasonable basis. However, we cannot assure you that our expectations, beliefs or projections will result or be achieved or accomplished.
Appears in 1 contract
Sources: Sales Agreement
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectusprospectus supplement, any the accompanying prospectus supplement and the documents we have filed with the SEC that are incorporated by reference herein or and therein contain forward-forward- looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), that are subject to risks and uncertainties. We have based these forwardForward-looking statements on concern our current plans, intentions, beliefs, expectations and projections about future events. All statements, other than statements of present or historical fact are forward-looking statementsfuture economic performance. In some cases, you can identify forward-looking statements by terminology Statements containing terms such as “anticipatewill,” “may,” “believe,” “continuedo not believe,” “couldplan,” “expect,” “intend,” “estimate,” “expect,anticipate” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative and other phrases of such terms or other similar expressions. These meaning are considered to be forward-looking statements. Forward-looking statements include, but are not limited to, statements about: · our ability to maintain the listing of our common stock on the Nasdaq Stock Market; · our ability to generate revenues from sales, generate cash from operations, or obtain additional funding to market our vehicles and develop new products; · our ability to successfully implement and effectively manage our outsourced manufacturing, design and development model and achieve any anticipated benefits; · the ability of third party manufacturers to produce our vehicles in accordance with our design and quality specifications, with sufficient scale to satisfy customers and within a reasonable cost; · anticipated timing for the manufacture, design, production, shipping and launch of our vehicles; · the inability of our suppliers to deliver the necessary components for our vehicles at prices and volumes acceptable to our third party manufacturers; · our ability to establish a network of dealers and international distributors to sell and service our vehicles on the timeline we expect; · whether our vehicles will perform as expected; · our facing product warranty claims or product recalls; · our facing adverse determinations in significant product liability claims; · customer adoption of electric vehicles; · the development of alternative technology that adversely affects our business; · increased government regulation of our industry; · tariffs and currency exchange rates; and · the conflict with Russia and Ukraine and the potential adverse effect it may have on the availability of materials used in the manufacturing of batteries for our vehicles. Forward-looking statements are based on our assumptions and are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. We caution you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including: • the timeline and our ability to develop and tool our facilities; • our product and software development timeline and expected start of production; • our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder; • changes in our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; • the implementation, market acceptance and success of our business model; • our ability to scale in a cost-effective manner; • developments and projections relating to our competitors and industry; • the impact of health epidemics, including the COVID-19 pandemic, and other economic, regulatory, political, weather and other events on our business and the actions we may take in response thereto; • our expectations regarding our intellectual property protection and not infringe on the rights of others; • our business, expansion plans and opportunities; • the outcome of any known and unknown litigation and regulatory proceedings; and • other risks set forth in the sector entitled “Risk Factors” in this prospectus, any related prospectus supplement and in our reports filed with the SEC. These statements are subject to known and unknown risks, uncertainties and assumptions that could cause actual results to differ materially from those projected reflected in or otherwise implied by the forward-looking statements, including the following: • We are an early stage company with a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future. • We may be unable to adequately control the costs associated with our operations. • Our business plans require a significant amount of capital. If we are unable to obtain sufficient funding or do not have access to capital, we will be unable to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affected. • If we fail to successfully build and tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production of our EVs could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if any, and may face risks if we are dependent on a small number of customers for a significant portion of our revenues. • If our EVs fail to perform as expected, our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe Factors that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could might cause actual results to differ materially from our expectationsinclude, or cautionary statementsamong others, are disclosed those set forth under the sections entitled “Risk Factors” in this prospectus supplement and those discussed in “Management’s Discussion and Analysis of Financial Condition and Results of OperationsOperation” in our most recent Annual Report on Form 10-K and subsequent Quarterly Report on Form 10-Qin our future reports filed with the SEC, all of which are incorporated by reference herein. All written Readers are cautioned not to place undue reliance on any forward- looking statements contained in this prospectus supplement, the accompanying prospectus or the documents we have filed with the SEC that are incorporated by reference herein and oral therein, which reflect management’s views and opinions only as of their respective dates. We assume no obligation to update forward-looking statements attributable to usreflect actual results, changes in assumptions or persons acting on our behalfchanges in other factors affecting such forward-looking statements, are expressly qualified in their entirety except to the extent required by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communicationsapplicable securities laws. You should evaluate all forward- looking statements made in carefully read this prospectus in supplement, the context of these risks accompanying prospectus and uncertainties. See “Where You Can Find More Information” and the information incorporated herein by reference as described under the heading “Incorporation of Documents by Reference.,” We caution you that and the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you documents that we will realize reference in this prospectus supplement and the results or developments we expect or anticipate oraccompanying prospectus and have filed as exhibits to the registration statement of which this prospectus supplement and the accompanying prospectus are a part with the understanding that our actual future results, even if substantially realizedlevels of activity, that they will result in the consequences or affect us or our operations in the way performance and achievements may be materially different from what we expect. The We qualify all of our forward-looking statements included in this prospectus are made only as of the date hereof. We undertake no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by lawthese cautionary statements.
Appears in 1 contract
Sources: Sales Agreement
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectus, any prospectus supplement and the documents incorporated by reference herein or therein contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), that are subject to risks including, but not limited to, our progress and uncertaintiesanticipated progress towards our long-term objectives and our turnaround plan, as well as more generally the status of our future liquidity and financial condition and our outlook for our 2023 fiscal first quarter. We have based Many of these forward-looking statements on our current expectations and projections about future events. All statements, other than statements can be identified by use of present or historical fact are forward-looking statements. In some cases, you can identify forward-looking statements by terminology words such as “may,” “will,” “expect,” “anticipate,” “believeapproximate,” “estimate,” “assume,” “continue,” “couldmodel,” “estimate,” “expect,” “intends,” “may,” “mightproject,” “plan,” “possiblegoal,” “potentialpreliminary,” “predict,” “project,” “should,” “will,” “would” or and similar words and phrases, although the negative absence of those words does not necessarily mean that statements are not forward-looking. Our actual results and future financial condition may differ materially from those expressed in any such terms or other similar expressions. These forward-looking statements are subject as a result of many factors. Such factors include, without limitation: • our ability to known use proceeds from this offering to pay down our outstanding obligations under our Credit Facilities and unknown risksoperate our business, uncertainties risks related to the failure to receive the full amount of the gross proceeds from the offering of the shares contemplated hereby, which we expect will likely force us to file for bankruptcy protection, our ability to regain access to our Credit Facilities, our ability to deliver and assumptions about execute on our turnaround plan, our potential need to seek additional strategic alternatives, including restructuring or refinancing of our debt, seeking additional debt or equity capital, reducing or delaying our business activities and strategic initiatives, or selling assets, other strategic transactions and/or other measures, including obtaining relief under the U.S. Bankruptcy Code, and the terms, value and timing of any transaction resulting from that process, our ability to finalize or fully execute actions and steps that would be probable of mitigating the existence of “substantial doubt” regarding our ability to continue as a going concern, our ability to increase cash flow to support our operating activities and fund our obligations and working capital needs; • general economic conditions including supply chain disruptions, labor shortages, wage pressures, rising inflation and the ongoing military conflict between Russia and Ukraine; • challenges related to our relationships with our suppliers, including the failure of our suppliers to supply us with the necessary volume and types of products; • the impact of cost-savings measures; • our inability to generate sufficient cash to service all of our indebtedness or our ability to access additional capital; • changes to our credit rating or the terms on which vendors or others will provide us credit; • the impact of strategic changes, including the reaction of customers to such changes; • a challenging overall macroeconomic environment and a highly competitive retailing environment; • changing consumer preferences, spending habits and demographics; • demographics and other macroeconomic factors that may cause impact the level of spending for the types of merchandise sold by us; • challenges in executing our actual resultsomni-channel and transformation strategy, levels including our ability to establish and profitably maintain the appropriate mix of activitydigital and physical presence in the markets we serve; • our ability to successfully execute our store fleet optimization strategies, performance including our ability to achieve anticipated cost savings and to not exceed anticipated costs; • our ability to execute on any strategic transactions and realize the benefits of any partnerships, investments or achievements divestitures; • disruptions to be materially different from our information technology systems, including but not limited to security breaches of systems protecting consumer and employee information or other types of cybercrimes or cybersecurity attacks; • damage to our reputation in any future resultsaspect of our operations; • the cost of labor, levels merchandise, logistical costs and other costs and expenses; • potential supply chain disruption due to trade restrictions or otherwise, and other factors such as natural disasters, pandemics, including the COVID-19 pandemic, political instability, labor disturbances, product recalls, financial or operational instability of activitysuppliers or carriers and other items; • inflation and the related increases in costs of materials, performance labor and other costs, inefficient management of relationships and dependencies on third-party service providers; • our ability to attract and retain qualified employees in all areas of the organization; • unusual weather patterns and natural disasters, including the impact of climate change, uncertainty and disruptions in financial markets; • volatility in the price of our common stock and its effect, and the effect of other factors, on our capital allocation strategy; • changes to statutory, regulatory and other legal requirements or achievements expressed deemed noncompliance with such requirements, changes to accounting rules, regulations and tax laws or implied new interpretations of existing accounting standards or tax laws, new, or developments in existing, litigation, claims or assessments; and • a failure of our business partners to adhere to appropriate laws, regulations or standards. Except as required by such law, we do not undertake any obligation to update our forward-looking statements. We caution you that these These statements are based on our management’s beliefs and assumptions, which in turn are based on currently available information. These assumptions could prove inaccurate. Any forward-looking statements we make in this prospectus supplement, the documents incorporated by reference or elsewhere speak only as of the date on which we make them. The risks identified above are subject to numerous not exhaustive, and you should be aware that there may be other risks that could adversely affect our business and uncertainties, most of which are difficult to predict and many of which are beyond our controlfinancial performance. All forward-looking statements are subject to New risks and uncertainties that arise from time to time, and it is impossible for us to predict these events or how they may affect us. In any event, these and other important factors, including those set forth under the caption “Risk Factors” in this prospectus supplement and the documents incorporated by reference, may cause actual results to differ materially from those that we expected, including: • the timeline and indicated by our ability to develop and tool our facilities; • our product and software development timeline and expected start of production; • our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder; • changes in our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; • the implementation, market acceptance and success of our business model; • our ability to scale in a costforward-effective manner; • developments and projections relating to our competitors and industry; • the impact of health epidemics, including the COVID-19 pandemiclooking statements. We have no duty, and other economicdo not intend, regulatory, political, weather and other events on our business and the actions we may take in response thereto; • our expectations regarding our intellectual property protection and not infringe on the rights of others; • our business, expansion plans and opportunities; • the outcome of any known and unknown litigation and regulatory proceedings; and • other risks set forth in the sector entitled “Risk Factors” in this prospectus, any related prospectus supplement and in our reports filed with the SEC. These statements are subject to known and unknown risks, uncertainties and assumptions that could cause actual results to differ materially from those projected update or otherwise implied by revise the forward-looking statementsstatements we make in this prospectus supplement, including the following: • We are an early stage company with a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future. • We may be unable to adequately control the costs associated with our operations. • Our business plans require a significant amount of capital. If we are unable to obtain sufficient funding documents incorporated by reference or do not have access to capitalelsewhere, we will be unable to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affected. • If we fail to successfully build and tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production of our EVs could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if any, and may face risks if we are dependent on a small number of customers for a significant portion of our revenues. • If our EVs fail to perform except as expected, our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a resultby law. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. Given In light of these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” keep in our most recent Annual Report on Form 10-K and subsequent Quarterly Report on Form 10-Q, which are incorporated by reference herein. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward- looking statements made in this prospectus in the context of these risks and uncertainties. See “Where You Can Find More Information” and “Incorporation of Documents by Reference.” We caution you mind that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results future events or developments we expect or anticipate or, even if substantially realized, that they will result circumstances described in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this prospectus are made only as of the date hereof. We undertake no obligation to update or revise any forward-looking statement as a result of new informationwe make in this prospectus supplement, future events the documents incorporated by reference or otherwise, except as otherwise required by lawelsewhere might not occur.
Appears in 1 contract
Sources: Sales Agreement
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectusprospectus contains, and any accompanying prospectus supplement and the documents incorporated by reference herein or therein contain will contain, forward-looking statements within the meaning of Section 27A of the Securities Act Act, and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995. Also, documents that are subject to risks and uncertainties. We have based these forward-looking statements on our current expectations and projections about future events. All statementswe incorporate by reference into this prospectus, other than statements of present or historical fact are including documents that we subsequently file with the SEC, will contain forward-looking statements. In some cases, you can identify forward-looking You should not place undue reliance on such statements by terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative of such terms or other similar expressions. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. We caution you that these forward-looking statements because they are subject to numerous risks uncertainties and uncertaintiesfactors relating to our operations and business environment, most all of which are difficult to predict and many of which are beyond our control. Forward-looking statements include information concerning our possible or assumed future results of operations, including descriptions of our business strategy. These statements are often, but not always, made through the use of words or phrases such as “believe,” “anticipate,” “could,” “may,” “would,” “should,” “intend,” “plan,” “potential,” “predict,” “will,” “expect,” “estimate,” “project,” “positioned,” “strategy,” “outlook,” “continue,” “possible,” “might” and similar expressions. All such forward-looking statements involve estimates and assumptions that are subject to risks risks, uncertainties and uncertainties other factors that may could cause actual results to differ materially from the results expressed in the statements. Among the key factors that could cause actual results to differ materially from those that we expected, includingprojected in the forward-looking statements are the following: • development and projections relating to our competitors and industry, including the timeline estimated growth of the industry; • the timing of, and our ability to develop obtain and tool maintain regulatory approval for our facilitiesproduct candidates from the FDA, European Commission and comparable national or regional authorities; • the timing of the announcement of clinical study results, the commencement of patient studies, regulatory applications, approvals and market launches; • our product expectations regarding regulatory review and software development timeline interactions, including the timing and expected start results of production; • our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and the facility inspection by the FDA or other expenses; • our growth strategy and product offeringforeign regulatory authorities; • our financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder; • changes in our strategy, future operations, financial position, estimated revenue revenues and losses, projected costs, prospects and plans; • our strategic advantages and the impact those advantages will have on future financial and operational results; • our expansion plans and opportunities; • our ability to grow our business in a cost-effective manner; • the implementation, market acceptance and success of our business model; • our ability to scale in a cost-effective manner; • developments and projections relating to our competitors and industry; • the impact of health epidemics, including the COVID-19 pandemic, estimated growth of the industry; • our approach and other economic, regulatory, political, weather and other events on our business and the actions we may take in response theretogoals with respect to technology; • our expectations regarding our ability to obtain and maintain intellectual property protection and not infringe on the rights of others; • our business, expansion plans and opportunitieschanges in applicable laws or regulations; • the outcome of any known and unknown litigation and regulatory proceedings; • our ability to maintain the listing of ordinary shares on The Nasdaq Stock Market LLC and Nasdaq Iceland Main Market; • our ability to comply with all applicable laws and regulations; • our ability to successfully launch our products in certain markets after obtaining regulatory approval for such market; • our estimates of expenses and profitability; • our expected cash runway and our ability to raise additional adequate funds through equity or debt financing; • our ability to identify and successfully develop new product candidates; • our relationship with third party providers for clinical and non-clinical studies, supplies, and manufacturing of our products; • our ability to manage our manufacturing risks; • the impact of worsening or unpredictable macroeconomic conditions, including rising inflation, interest rates and cost of energy, and general market conditions, war in Ukraine and global geopolitical tension, and public health emergencies, such as COVID-19 pandemic, on the business, financial position, strategy and anticipated milestones; and • our relationship with partners for the commercialization of our product candidates. These and other risks set forth in the sector entitled factors are more fully discussed under “Item 3. Key Information—D. Risk Factors” in this prospectusour most recent Annual Report on Form 20- F for the year ended December 31, any related prospectus supplement 2022, as such discussion may be updated and amended from time to time in our reports filed subsequent filings we may make with the SEC, and in other documents that we may file with the SEC, all of which you should review carefully. These statements are subject to known and unknown risks, uncertainties and assumptions that risks could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statementsstatements in this prospectus and supplements to this prospectus. Please consider our forward- looking statements in light of these risks as you read this prospectus, including the following: • We are an early stage company with a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future. • We may be unable to adequately control the costs associated with our operations. • Our business plans require a significant amount of capital. If we are unable to obtain sufficient funding or do not have access to capital, we will be unable to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affected. • If we fail to successfully build and tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We may not be able to realize the non-dilutive financial incentives offered documents incorporated by the States of Oklahoma and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production of our EVs could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if anyreference herein, and may face risks if we are dependent on a small number of customers for a significant portion of our revenuesany applicable prospectus supplement. • If our EVs fail to perform as expected, our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. Given these risks and uncertainties, you You should not place undue reliance on these forward-looking statements. We derive many statements because they are based on the information currently available to us and speak only as of our the date on the cover of this prospectus, the date of any prospectus supplement, or, in the case of forward-looking statements incorporated by reference, the date of the filing that includes the statement. New risks and uncertainties come up from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult time to predict the impact of known factorstime, and it is impossible for us to anticipate all factors that could predict these events or how they may affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K and subsequent Quarterly Report on Form 10-Q, which are incorporated by reference herein. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward- looking statements made in this prospectus in the context of these risks and uncertainties. See “Where You Can Find More Information” and “Incorporation of Documents by Reference.” We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this prospectus are made only as of the date hereof. We do not undertake no any obligation to update or revise any forward-looking statement statements whether as a result of new information, future events or otherwise, except as otherwise required by law. In light of these risks and uncertainties, you should keep in mind that any event described in a forward-looking statement made in this prospectus or elsewhere might not occur.
Appears in 1 contract
Sources: Open Market Sale Agreement
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectus, any prospectus supplement and the documents The information included or incorporated by reference herein or therein contain into the base prospectus and this prospectus supplement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities and Exchange Act of 1934, as amended (amended, or the “Exchange Act”), that are subject to risks and uncertainties. We have based these forward-looking statements on our current expectations and projections about future events. All statements, other than statements of present or historical fact are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative of such terms or other similar expressions. These forward-looking statements are subject that relate to future events or our future financial performance and involve known and unknown risks, uncertainties and assumptions about us other factors that may cause our actual results, levels of activity, performance or achievements to be differ materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Words such as, but not limited to, “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “targets,” “likely,” “aim,” “will,” “would,” “could,” “should,” “predict,” “potential,” “continue,” and similar expressions or phrases identify forward-looking statements. We caution you have based these forward- looking statements largely on our current expectations and future events and financial trends that these we believe may affect our financial condition, results of operation, business strategy and financial needs. Actual results may differ materially from those expressed or implied in such forward-looking statements are subject as a result of various factors. We do not undertake, and we disclaim, any obligation to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. All update any forward-looking statements are subject or to risks and uncertainties that may cause actual results announce any revisions to differ materially from those that we expected, including: • the timeline and our ability to develop and tool our facilities; • our product and software development timeline and expected start any of production; • our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder; • changes in our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; • the implementation, market acceptance and success of our business model; • our ability to scale in a cost-effective manner; • developments and projections relating to our competitors and industry; • the impact of health epidemics, including the COVID-19 pandemic, and other economic, regulatory, political, weather and other events on our business and the actions we may take in response thereto; • our expectations regarding our intellectual property protection and not infringe on the rights of others; • our business, expansion plans and opportunities; • the outcome of any known and unknown litigation and regulatory proceedings; and • other risks set forth in the sector entitled “Risk Factors” in this prospectus, any related prospectus supplement and in our reports filed with the SEC. These statements are subject to known and unknown risks, uncertainties and assumptions that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statements, including except as required by law. Certain factors that could cause results to be materially different from those projected in the followingforward-looking statements include, but are not limited to, statements about: • We are an early stage company with a ● our use of the net proceeds from this offering; ● our history of losses and expect to incur significant expenses declining revenues; ● the known and continuing losses for unknown impact of the foreseeable future. • We may be unable to adequately control the costs associated with our operations. • Our business plans require a significant amount of capital. If we are unable to obtain sufficient funding or do not have access to capital, we will be unable to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affected. • If we fail to successfully build and tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production of our EVs could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors. • Our limited operating history makes evaluating COVID-19 pandemic on our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses in operations; ● our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent reliance on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated revenues from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if any, and may face risks if we are dependent on a small number of customers for a significant portion ; ● seasonality of our revenues. • If business which impacts our EVs fail to perform as expected, financial results and cash availability; ● dependence on our supply partners; ● our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us acquire traffic in a profitable manner; ● failure to risk and, if unsuccessful, may keep pace with technology changes; ● impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used possible interruption in our vehicles, in particular lithium-ion battery cells, could harm network infrastructure; ● dependence on our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, personnel; ● regulatory and legislative uncertainty in how legal uncertainties; ● failure to comply with privacy and data security laws and regulations; ● third party infringement claims; ● publishers who could fabricate fraudulent clicks; ● our go-to-market models will be interpreted under existing and future law, including ability to continue to meet the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict NYSE American continued listing standards; ● the impact of known factors, quarterly results on our common stock price; and it is impossible for us ● dilution to anticipate all our stockholders upon the exercise of outstanding common stock options and restricted stock unit grants. We urge you to consider these factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” before investing in our most recent Annual Report on Form 10-K and subsequent Quarterly Report on Form 10-Q, which are incorporated by reference herein. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward- looking statements made in this prospectus in the context of these risks and uncertainties. See “Where You Can Find More Information” and “Incorporation of Documents by Reference.” We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expectcommon stock. The forward-looking statements included in this prospectus supplement, the accompanying base prospectus and any other offering material, or in the documents incorporated by reference into this prospectus supplement, the accompanying base prospectus and any other offering material, are made only as of the date hereofof the prospectus supplement, the accompanying base prospectus, any other offering material or the documents incorporated by reference. We undertake no obligation to update or revise any forwardFor more detail on these and other risks, please see “Risk Factors” in this prospectus supplement, our Annual Report on Form 10-looking statement K for our fiscal year ended December 31, 2020, filed with the SEC on February 11, 2021, as a result of new informationamended on March 10, future events or otherwise2021, except as otherwise required by lawand our other filings with the SEC.
Appears in 1 contract
Sources: Sales Agreement
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectus, any prospectus supplement and the documents incorporated by reference herein or therein contain forward-looking statements within the meaning of Section 27A of the Private Securities Act and Section 21E of the Securities and Exchange Litigation Reform Act of 19341995 concerning our business, operations and financial performance and condition, as amended (the “Exchange Act”)well as our plans, objectives and expectations for our business operations and financial performance and condition. Any statements contained or incorporated by reference herein that are subject to risks and uncertainties. We have based these forward-looking statements on our current expectations and projections about future events. All statements, other than not statements of present or historical fact are facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “aim,” “anticipate,” “assume,” “believe,” “contemplate,” “continue,” “could,” “due,” “estimate,” “expect,” “intendsgoal,” “intend,” “may,” “mightobjective,” “plan,” “possiblepredict,” “potential,” “predictpositioned,” “projectseek,” “should,” “target,” “will,” “would” and other similar expressions that are predictions of or indicate future events and future trends, or the negative of such these terms or other similar expressionscomparable terminology. These forward-looking statements include, but are not limited to, statements about: • whether we will be able to continue to maintain or increase sales for our products in the United States; • our expectations regarding our ability to develop and commercialize toripalimab and CHS-006 and our other product candidates in the United States and Canada, including whether the trial results, data package or BLA for toripalimab will be sufficient to support regulatory approval; • our ability to address comments raised in the complete response letter for the original BLA for toripalimab and timing of the review for the original BLA resubmission for toripalimab; • our ability to receive marketing authorization for the on-body injector presentation of UDENYCA, including the timing of receiving such marketing authorization, if approved; • our ability to maintain regulatory approval for our products and our ability to obtain and maintain regulatory approval of our product candidates, if and when approved; • our expectations regarding government and third-party payer coverage and reimbursement; • our ability to manufacture our product candidates in conformity with regulatory requirements and to scale up manufacturing capacity of these products for commercial supply; • our reliance on third-party contract manufacturers to supply our product candidates for us; • our expectations regarding the potential market size and the size of the patient populations for our product candidates, if approved for commercial use; • our financial performance, including, but not limited to, projected future performance of our gross margins, research and development expenses and selling and general administrative expenses; • the implementation of strategic plans for our business, product and product candidates; • the initiation, timing, progress and results of future preclinical and clinical studies and our research and development programs; • the scope of protection we are able to establish and maintain for intellectual property rights covering our product candidates; • our expectations regarding the scope or enforceability of third-party intellectual property rights, or the applicability of such rights to our product candidates; • the cost, timing and outcomes of litigation involving our products and product candidates; • our reliance on third-party contract research organizations to conduct clinical trials of our product candidates; • the benefits of the use of our product candidates; • the rate and degree of market acceptance of our current or any future product candidates; • our ability to compete with companies currently producing competitor products, including Neulasta, Humira and Lucentis; • developments and projections relating to our competitors, our market opportunity and our industry; and • the potential impact of COVID-19, rising interest rates, inflation and global economic and social conditions, including the continuation of the war in Ukraine on our business and prospects. These forward-looking statements are subject to based on management’s current expectations, estimates, forecasts and projections about our business and the industry in which we operate and management’s S-6 beliefs and assumptions and are not guarantees of future performance or development and involve known and unknown risks, uncertainties and assumptions about us other factors that may cause are in some cases beyond our actual resultscontrol. As a result, levels any or all of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. We caution you that these our forward-looking statements are subject in this prospectus may turn out to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond our controlbe inaccurate. All forward-looking statements are subject to risks and uncertainties Factors that may cause actual results to differ materially from current expectations include, among other things, those that we expected, including: • listed under the timeline and our ability to develop and tool our facilities; • our product and software development timeline and expected start of production; • our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder; • changes in our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; • the implementation, market acceptance and success of our business model; • our ability to scale in a cost-effective manner; • developments and projections relating to our competitors and industry; • the impact of health epidemics, including the COVID-19 pandemic, and other economic, regulatory, political, weather and other events on our business and the actions we may take in response thereto; • our expectations regarding our intellectual property protection and not infringe on the rights of others; • our business, expansion plans and opportunities; • the outcome of any known and unknown litigation and regulatory proceedings; and • other risks set forth in the sector entitled section titled “Risk Factors” and elsewhere in this prospectus, any related prospectus supplement and the documents incorporated by reference herein. Potential investors are urged to consider these factors carefully in our reports filed with the SEC. These statements are subject to known and unknown risks, uncertainties and assumptions that could cause actual results to differ materially from those projected or otherwise implied by evaluating the forward-looking statements, including . These forward-looking statements speak only as of the following: • We are an early stage company with a history date of losses and expect to incur significant expenses and continuing losses for the foreseeable futurethis prospectus. • We may be unable to adequately control the costs associated with our operations. • Our business plans require a significant amount of capital. If we are unable to obtain sufficient funding or do not have access to capitalExcept as required by law, we will be unable assume no obligation to execute our business plans and our prospectsupdate or revise these forward-looking statements for any reason, financial condition and results of operations could be materially adversely affected. • If we fail to successfully build and tool our manufacturing facilities or even if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production of our EVs could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if any, and may face risks if we are dependent on a small number of customers for a significant portion of our revenues. • If our EVs fail to perform as expected, our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, information becomes available in the future. • Our EVs are based on You should, however, review the use of complex factors and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if risks we are unsuccessful describe in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models the reports we will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K and subsequent Quarterly Report on Form 10-Q, which are incorporated by reference herein. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made file from time to time in our other with the SEC filings and public communications. You should evaluate all forward- looking statements made in after the date of this prospectus in the context of these risks and uncertaintiesprospectus. See the section titled “Where You Can Find More Information” and “Incorporation of Documents by Reference.” The amount of proceeds from this offering will depend upon the number of shares of our common stock sold and the market price at which they are sold. There can be no assurance that we will be able to sell any shares under or fully utilize the sale agreement with Cowen as a source of financing. We caution you that intend to use the important net proceeds, if any, from this offering for general corporate purposes. The amounts and timing of our actual expenditures will depend on numerous factors referenced above as well as the amount of cash used in our operations. We therefore cannot estimate with certainty the amount of net proceeds to be used for the purposes described above. We may not contain find it necessary or advisable to use the net proceeds for other purposes, and we will have broad discretion in the application of the net proceeds. Pending the uses described above, we plan to invest the net proceeds from this offering in short-term, investment-grade, interest-bearing securities. Our net tangible book value (deficit) as of September 30, 2022 was approximately ($103.1) million, or ($1.33) per share. Net tangible book value per share is determined by dividing our total tangible assets, less total liabilities, by the number of shares of our common stock outstanding at September 30, 2022 of 77,770,593. Dilution in net tangible book value per share represents the difference between the amount per share paid by purchasers of shares of common stock in this offering and the as adjusted net tangible book value per share of our common stock immediately after giving effect to this offering. After giving effect to the assumed sale of our common stock in the aggregate amount of $150.0 million in this offering at an assumed offering price of $7.35, the last reported sale price of our common stock on the Nasdaq Global Market on November 16, 2022, and after deducting commissions and estimated aggregate offering expenses payable by us, our as adjusted net tangible book value as of September 30, 2022 would have been approximately $42.7 million, or $0.43 per share. This represents an immediate increase in net tangible book value of $1.76 per share to existing stockholders and immediate dilution in net tangible book value of $6.92 per share to new investors purchasing our common stock in this offering. The following table illustrates this dilution on a per share basis: Assumed public offering price per share $7.35 Net tangible book value (deficit) per share as of September 30, 2022 $(1.33) Increase in net tangible book value per share attributable to new investors in this offering 1.76 Dilution per share to new investors purchasing shares in this offering As adjusted net tangible book value per share as of September 30, 2022 after this offering The shares sold in this offering, if any, will be sold from time to time at various prices. An increase of $1.00 per share in the price at which the shares are sold from the assumed offering price of $7.35 per share shown in the table above, assuming all of our common stock in the factors aggregate amount of $150.0 million is sold at that price, would increase our as adjusted net tangible book value per share after the offering to $0.45 per share and would increase the dilution in net tangible book value per share to new investors to $7.90 per share, after deducting commissions and estimated aggregate offering expenses payable by us. A decrease of $1.00 per share in the price at which the shares are important sold from the assumed offering price of $7.35 per share shown in the table above, assuming all of our common stock in the aggregate amount of $150.0 million is sold at that price, would increase our as adjusted net tangible book value per share after the offering to you$0.42 per share and would decrease the dilution in net tangible book value per share to new investors to $5.93 per share, after deducting commissions and estimated aggregate offering expenses payable by us. This information is supplied for illustrative purposes only. To the extent that outstanding options or warrants are exercised or outstanding restricted stock units vest, investors purchasing our common stock in this offering will experience further dilution. In addition, we cannot assure you may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that we will realize raise additional capital through the results sale of equity or developments we expect or anticipate orconvertible debt securities, even if substantially realized, that they will the issuance of these securities could result in the consequences or affect us or further dilution to our operations in the way we expect. The forward-looking statements included in this prospectus are made only as of the date hereof. We undertake no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by lawstockholders.
Appears in 1 contract
Sources: Sales Agreement
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectusWhen used in this prospectus and in any accompanying prospectus supplement, any prospectus supplement and in filings with the documents incorporated SEC or in press releases or other written or oral communications issued or made by reference herein us, statements which are not historical in nature, including those containing words such as “believe,” “expect,” “anticipate,” “estimate,” “project,” “plan,” “continue,” “intend,” “should,” “would,” “could,” “goal,” “objective,” “will,” “may,” “seek” or therein contain similar expressions or their negative forms, or references to strategies, plans or intentions are intended to identify “forward-looking statements statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), that are subject to risks and uncertainties. We have based these forward-looking statements on our current expectations and projections about future events. All statementsand, other than statements of present or historical fact are forward-looking statements. In some casesas such, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative of such terms or other similar expressions. These forward-looking statements are subject to may involve known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statementsassumptions. We caution you that these forwardForward-looking statements are subject based on our estimates, beliefs, assumptions and expectations of our future performance, taking into account information currently available to numerous risks us. These estimates, beliefs, assumptions and uncertainties, most of which are difficult to predict and many of which are beyond our control. All forward-looking statements expectations are subject to risks and uncertainties and can change as a result of many possible events or factors, not all of which are known to us. If a change occurs, our business, financial condition, liquidity and results of operations may vary materially from those expressed, anticipated or contemplated in our forward-looking statements. The following factors are examples of those that may could cause actual results to differ materially vary from those that we expected, includingour forward-looking statements: • changes in our business and investment strategy; • changes in interest rates and the timeline and fair market value of our assets, or the perception that such changes may occur, including negative changes resulting in margin calls relating to the financing of our assets; • changes in credit spreads; • changes in the long-term credit ratings of the U.S., ▇▇▇▇▇▇ ▇▇▇, Freddie Mac, or ▇▇▇▇▇▇ ▇▇▇; • general volatility of the markets in which we invest; • changes in prepayment rates on the loans we own or that underlie our investment securities; • increased rates of default or delinquency and/or decreased recovery rates on our assets; • our ability to develop identify and tool acquire our facilities; • our product and software development timeline and expected start of production; • our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performancetargeted assets, including financial projections and business metrics and any underlying assumptions thereunderassets in our investment pipeline; • changes in our strategy, future operations, financial position, estimated revenue relationships with our financing counterparties and losses, projected costs, prospects our ability to borrow to finance our assets and plans; • the implementation, market acceptance and success of our business modelterms thereof; • our ability to scale in a cost-effective mannerpredict and control costs; • developments and projections relating changes in laws, regulations or policies affecting our business, including actions that may be taken to our competitors and industry; • contain or address the impact of health epidemics, including the COVID-19 pandemic, and other economic, regulatory, political, weather and other events on our business and the actions we may take in response thereto; • our expectations regarding ability to make distributions to our intellectual property protection and not infringe on stockholders in the rights of othersfuture; • our business, expansion plans and opportunitiesability to maintain our qualification as a REIT for U.S. federal income tax purposes; • our ability to maintain our exemption from registration under the outcome Investment Company Act of any known and unknown litigation and regulatory proceedings1940, as amended (the “Investment Company Act”); and • other risks set forth associated with investing in real estate assets, including changes in business conditions and the general economy, the availability of investment opportunities and the conditions in the sector entitled “Risk Factors” market for Agency RMBS, non-Agency RMBS, ABS and CMBS securities, residential loans, structured multi-family investments and other mortgage-, residential housing- and credit-related assets. These and other risks, uncertainties and other important factors identified, or incorporated by reference in this prospectus, any related prospectus supplement including but not limited to, those described in Item 1A of our most recently filed Annual Report on Form 10-K, as updated by those risks described in our subsequent filings with the SEC under the Exchange Act and in our reports filed with the SEC. These statements are subject to known and unknown risksother documents incorporated by reference in this prospectus, uncertainties and assumptions that could cause our actual results to differ materially from those projected or otherwise implied by the forward-looking statements, including the following: • We are an early stage company with a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future. • We may be unable to adequately control the costs associated with our operations. • Our business plans require a significant amount of capital. If we are unable to obtain sufficient funding or do not have access to capital, we will be unable to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affected. • If we fail to successfully build and tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production of our EVs could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if any, and may face risks if we are dependent on a small number of customers for a significant portion of our revenues. • If our EVs fail to perform as expected, our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We derive many of our any forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptionswe make. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled See “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K and subsequent Quarterly Report on Form 10-Q, which are incorporated by reference hereinbelow. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward- looking statements made in this prospectus in the context of these risks and uncertainties. See “Where You Can Find More Information” and “Incorporation of Documents by Reference.” We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this prospectus are made speak only as of the date hereofon which they are made. We undertake no obligation New risks and uncertainties arise over time and it is not possible to predict those events or how they may affect us. Except as required by law, we are not obligated to, and do not intend to, update or revise any forward-looking statement statements, whether as a result of new information, future events or otherwise, except as otherwise required by law.
Appears in 1 contract
Sources: Equity Distribution Agreement
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectusCertain matters discussed in this prospectus supplement, any the accompanying prospectus supplement and the documents incorporated by reference herein or and therein contain forward-may constitute forward- looking statements within the meaning of Section 27A for purposes of the Securities Act and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), that are subject to risks and uncertainties. We have based these forward-looking statements on our current expectations and projections about future events. All statements, other than statements of present or historical fact are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative of such terms or other similar expressions. These forward-looking statements are subject to involve known and unknown risks, uncertainties and assumptions about us other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any the future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. We caution you that The words “anticipate,” “believe,” “estimate,” “may,” “expect” and similar expressions are generally intended to identify forward-looking statements. Our actual results may differ materially from the results anticipated in these forward-looking statements are subject due to numerous risks a variety of factors, including, without limitation, those discussed in the section entitled “Risk Factors,” and uncertaintieselsewhere in this prospectus supplement, most of which are difficult to predict the accompanying prospectus and many of which are beyond our control. All the documents incorporated by reference herein and therein, where such forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including: • the timeline and our ability to develop and tool our facilities; • our product and software development timeline and expected start of production; • our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder; • changes in our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; • the implementation, market acceptance and success of our business model; • our ability to scale in a cost-effective manner; • developments and projections relating to our competitors and industry; • the impact of health epidemics, including the COVID-19 pandemic, and other economic, regulatory, political, weather and other events on our business and the actions we may take in response thereto; • our expectations regarding our intellectual property protection and not infringe on the rights of others; • our business, expansion plans and opportunities; • the outcome of any known and unknown litigation and regulatory proceedings; and • other risks set forth in the sector entitled “Risk Factors” in this prospectus, any related prospectus supplement and in our reports filed with the SEC. These statements are subject to known and unknown risks, uncertainties and assumptions that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statements, including the following: • We are an early stage company with a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future. • We may be unable to adequately control the costs associated with our operations. • Our business plans require a significant amount of capital. If we are unable to obtain sufficient funding or do not have access to capital, we will be unable to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affected. • If we fail to successfully build and tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production of our EVs could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if any, and may face risks if we are dependent on a small number of customers for a significant portion of our revenues. • If our EVs fail to perform as expected, our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K and subsequent Quarterly Report on Form 10-Q, which are incorporated by reference hereinappear. All written and or oral forward-looking statements attributable to us, or persons acting on our behalf, us are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communicationsstatements. You should evaluate all forward- Such forward-looking statements made include, but are not limited to, statements about: • our anticipated use of the net proceeds of this offering; • our market opportunity; • the ability to maintain the listing of our common stock on the NYSE, and the potential liquidity and trading of our common stock; • the ability to recognize the anticipated benefits of the Merger, which may be affected by, among other things, competition, our ability to grow and manage growth profitably and retain our key employees; • changes in this prospectus applicable laws or regulations; • the inability to develop and maintain effective internal control over financial reporting; • our ability to raise financing in the context future; • our success in retaining or recruiting, or changes required in, our officers, key employees or directors; • the period over which we anticipate our existing cash and cash equivalents will be sufficient to fund our operating expenses and capital expenditure requirements; • the potential for our business development efforts to maximize the potential value of these risks our portfolio; • regulatory developments in the United States and uncertainties. See foreign countries; • the impact of laws and regulations; • our estimates regarding expenses, future revenue, capital requirements and needs for additional financing; • our financial performance; • the effect of the ongoing COVID-19 pandemic on the foregoing; and • other factors detailed under the section entitled “Where You Can Find More Information” and “Incorporation of Documents by ReferenceRisk Factors.” We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, in our Current Report on Form 8-K filed with the SEC on February 6, 2023 we cannot assure you that we will realize have included certain preliminary estimates of our financial results for the results or developments we expect or anticipate oryear ended December 31, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect2022. The forward-looking statements included contained in this prospectus are made supplement, the accompanying prospectus and the documents incorporated by reference herein and therein reflect our views and assumptions only as of the date hereofof this prospectus supplement or such other document, as applicable. We undertake Except as required by law, we assume no obligation to update or revise responsibility for updating any forward-looking statement as a result statements. We qualify all of new informationour forward-looking statements by these cautionary statements. In addition, future events or otherwisewith respect to all of our forward-looking statements, except as otherwise required by lawwe claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
Appears in 1 contract
Sources: Sales Agreement
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectusoffering circular supplement, any prospectus supplement and including the documents that are incorporated by reference herein or therein contain reference, may constitute forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), that are subject to and as such, may involve risks and uncertainties. We have based these These forward-looking statements on our current relate to, among other things, expectations of the environment in which we operate and projections about of future eventsperformance. All statements, other than Such statements can generally be identified by the use of present or historical fact are forward-looking statements. In some caseslanguage, you can identify forward-looking statements by terminology such as “anticipateis expected to,” “believewill likely result,” “anticipated,” “estimate,” “forecast,” “intends to,” or may include other similar words, phrases, or future or conditional verbs such as “believes,” “plans,” “continue,” “could,” “estimate,” “expect,” “intendsremain,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would,” “should,” “could,” “can,” or the negative of such terms or other similar expressionslanguage. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our Our actual results, levels of activityperformance, performance or achievements to be materially different may differ significantly from any future the results, levels of activityperformance, performance or achievements expressed expected or implied by in such forward-looking statements. We caution you When considering these statements, the reader should consider that they are subject to certain risks and uncertainties, as well as any cautionary statements made within this offering circular supplement, or report, as applicable, and should also note that these statements are made as of the date of the offering circular supplement, or report, as applicable, and based only on information known to us at that time. Our actual results could differ materially from those anticipated in such forward-looking statements are subject to numerous risks and uncertainties, most as a result of which are difficult to predict and many of which are beyond our control. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including: • the timeline and our ability to develop and tool our facilities; • our product and software development timeline and expected start of production; • our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder; • changes in our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; • the implementation, market acceptance and success of our business model; • our ability to scale in a cost-effective manner; • developments and projections relating to our competitors and industry; • the impact of health epidemics, including the COVID-19 pandemic, and other economic, regulatory, political, weather and other events on our business and the actions we may take in response thereto; • our expectations regarding our intellectual property protection and not infringe on the rights of others; • our business, expansion plans and opportunities; • the outcome of any known and unknown litigation and regulatory proceedings; and • other risks set forth in the sector entitled more fully described under “Risk Factors” in beginning on page 11 of this prospectus, any related prospectus offering circular supplement and in our reports filed with the SEC. These statements are subject to known and unknown risks, uncertainties and assumptions that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statements, including the following: • We are an early stage company with a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future. • We may be unable to adequately control the costs associated with our operations. • Our business plans require a significant amount of capital. If we are unable to obtain sufficient funding or do not have access to capital, we will be unable to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affected. • If we fail to successfully build and tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production beginning on page 29 of our EVs could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if any, and may face risks if we are dependent on a small number of customers for a significant portion of our revenues. • If our EVs fail to perform as expected, our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K for the year ended December 31, 2016. Forward- looking statements involving such risks and subsequent Quarterly Report uncertainties include, but are not limited to, statements regarding: • Regulatory decisions regarding the Bank, and impact of future regulatory and governmental agency decisions including Basel III capital standards • Adequacy of allowance for loan and lease loss estimates in comparison to actual future losses • Necessity of additional capital in the future, and possible unavailability of that capital on Form 10acceptable terms • Economic and market conditions that may adversely affect the Bank and our industry • Possible loss of members of senior management or other key employees upon which the Bank heavily relies • Natural disasters or recurring energy shortages • Variations in interest rates which may negatively affect the Bank’s financial performance • Strong competition from other financial service entities • Possibility that the Bank’s underwriting practices may prove not to be effective • Changes in the commercial and residential real estate markets • A deterioration of the California real estate market could diminish the collateral value of our loans and increase charge-Qoffs • Adverse economic conditions in Asia which could impact the Bank’s business adversely • Geographic concentration of our operations • The economic impact of Federal budgetary policies • Failure to attract deposits, inhibiting growth • Interruption or break in the communication, information, operating, and financial control systems upon which are incorporated the Bank relies • Changes in laws or the regulatory environment including regulatory reform initiatives and policies of the U.S. Department of Treasury, the Board of Governors of the Federal Reserve Board System, the Federal Deposit Insurance Corporation, and the Consumer Financial Protection Bureau • Changes in accounting standards as may be required by reference herein. the Financial Accounting Standards Board or other regulatory agencies and their impact on critical accounting policies and assumptions • Potential changes in the U.S. government’s monetary policies • Risks associated with acquisitions • Environmental liability with respect to properties to which the Bank takes title • Negative publicity • Possible security breaches in our online banking services All written and oral forward-looking statements attributable are necessarily only estimates of future results, and there can be no assurance that actual results will not differ materially from expectations, and, therefore, you are cautioned not to us, or persons acting place undue reliance on our behalf, such statements. Any forward-looking statements are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time reference to time in our other SEC filings and public communications. You should evaluate all forward- looking statements made in this prospectus in the context of these risks and uncertainties. See “Where You Can Find More Information” and “Incorporation of Documents by Reference.” We caution you that the important factors referenced above may not contain all of the factors that are important to youdiscussed throughout our public filings. In additionFurther, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The any forward-looking statements included in this prospectus are made statement speaks only as of the date hereof. We on which it is made, and we undertake no obligation to update or revise any forward-looking statement as a result of new information, future to reflect events or otherwise, except as otherwise required by lawcircumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.
Appears in 1 contract
Sources: Equity Distribution Agreement
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectus, any prospectus supplement and including the documents incorporated that we incorporate by reference herein or therein reference, may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities and Exchange Act of 1934, as amended (amended, or the “Exchange Act”), that are subject to risks and uncertainties. We have based these forwardForward-looking statements on in this prospectus and any accompanying prospectus supplement give our current expectations and projections about or forecasts of future events. All statements, other than statements of present or historical fact are forward-looking statements. In some cases, you You can identify forward-looking these statements by terminology the fact that they do not relate strictly to historical or current facts. You can find many (but not all) of these statements by looking for words such as “anticipateapproximates,” “believebelieves,” “continuehopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “would,” “should,” “could,” “estimate,may” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative of such terms or other similar expressionsexpressions in this prospectus and any prospectus supplement. In particular, forward-looking statements include statements relating to future actions, prospective products and applications, customers, technologies, future performance or future financial results. These forward-looking statements are subject to known certain risks and unknown risksuncertainties that could cause actual results to differ materially from our historical experience and our present expectations or projections. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, uncertainties but are not limited to: ● The ability of our management to successfully implement our business plan and assumptions about us strategy; ● Our ability to compete effectively, including our ability to maintain and increase our markets and/or market share in the markets in which we do business; ● Our ability to fund our operations including the cost and availability of capital and credit; ● Our ability to grow our manufacturing business and operate it profitably; ● Potential disruptions in our ability to manufacture our products and those of others or our access to raw materials; ● Our ability to successfully develop and commercialize our existing products and new products; ● Changes in our retail and distribution customers’ strategic business plans including, but not limited to, (i) expansions, mergers, and/or consolidations, (ii) retail shelf space allocations for products within each outlet and in particular the healthcare category in which we compete, (iii) changes in their private label assortment and (iv) product selections, distribution allocation, merchandising programs and retail pricing of our products as well as competitive products; ● The general financial and economic uncertainty, fluctuations in consumer confidence and the strength of the United States economy, and their impacts on our business including demand for our products; ● Our ability to protect our proprietary rights; ● Our continued ability to comply with regulations relating to our current products and those we manufacture for others, any new products we develop, including our ability to effectively respond to changes in laws and regulations or the interpretation thereof including changing market rules and evolving federal, state and regional laws and regulations; ● Seasonal fluctuations in demand for products we manufacture at our manufacturing facility; and ● Our ability to attract, retain and motivate our key employees. Although we believe that may cause our actual resultsthe expectations reflected in the forward-looking statements are reasonable, levels of activity, performance or achievements to be materially different from any we cannot guarantee future results, levels of activity, performance or achievements expressed or implied by such forward-looking statementsachievements. We caution you that these The forward-looking statements are subject based upon management’s beliefs and assumptions and are made as of the date of this prospectus. We undertake no obligation to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. All publicly update or revise any forward-looking statements are subject included in this prospectus to risks and uncertainties that may cause conform such statements to actual results to differ materially from those that we expected, including: • the timeline and our ability to develop and tool our facilities; • our product and software development timeline and expected start of production; • our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder; • or changes in our strategyexpectations, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; • the implementation, market acceptance and success of our business model; • our ability to scale in a cost-effective manner; • developments and projections relating to our competitors and industry; • the impact of health epidemics, including the COVID-19 pandemic, and other economic, regulatory, political, weather and other events on our business and the actions we may take in response thereto; • our expectations regarding our intellectual property protection and not infringe on the rights of others; • our business, expansion plans and opportunities; • the outcome of any known and unknown litigation and regulatory proceedings; and • other risks set forth in the sector entitled “Risk Factors” in this prospectus, any related prospectus supplement and in our reports filed with the SECexcept as otherwise required by law. These statements are subject to known and unknown risks, uncertainties and assumptions that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statements, including the following: • We are an early stage company with a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future. • We may be unable to adequately control the costs associated with our operations. • Our business plans require a significant amount of capital. If we are unable to obtain sufficient funding or do not have access to capital, we will be unable to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affected. • If we fail to successfully build and tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production of our EVs could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if any, and may face risks if we are dependent on a small number of customers for a significant portion of our revenues. • If our EVs fail to perform as expected, our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. Given these risks and uncertainties, you You should not place undue reliance on these forward-looking statements. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K and subsequent Quarterly Report on Form 10-Q, which are incorporated by reference herein. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward- looking statements made in this prospectus in the context of these risks and uncertainties. See “Where You Can Find More Information” and “Incorporation of Documents by Reference.” We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this prospectus are made only as of the date hereof. We undertake no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.
Appears in 1 contract
Sources: Sales Agreement
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectus supplement, the accompanying base prospectus, any prospectus supplement and the documents information incorporated by reference herein or and therein contain may include forward-looking statements. These statements within involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the meaning of Section 27A of the Securities Act and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), that are subject to risks and uncertainties. We have based these forward-looking statements on our current expectations and projections about future events. All statements, other than statements of present or historical fact are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as terms including “anticipateanticipates,” “believe,” “continuebelieves,” “could,” “estimateestimates,” “expectexpects,” “intends,” “may,” “might,” “plan,” “possibleplans,” “potential,” “predictpredicts,” “projectprojects,” “should,” “will,” “would,” or the negative of such terms or other and similar expressions. These expressions intended to identify forward-looking statements. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject to known risks and unknown risksuncertainties. In addition, uncertainties certain sections of this prospectus supplement, the accompanying base prospectus, and assumptions about us the information incorporated by reference herein and therein contain information obtained from independent industry and other sources that may we have not independently verified. You should not put undue reliance on any forward-looking statements. Unless we are required to do so under U.S. federal securities laws or other applicable laws, we do not intend to update or revise any forward-looking statements. Our ability to predict our operating results or the effects of various events on our operating results is inherently uncertain. Therefore, we caution you to consider carefully the matters described under the caption “Risk Factors” on page S-8 of this prospectus supplement, and certain other matters discussed in this prospectus supplement, the accompanying base prospectus, and the information incorporated by reference herein and therein, and other publicly available sources. Such factors and many other factors beyond our control could cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements that may be expressed or implied by such the forward-looking statements. We caution you Factors that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond could cause our control. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expectedexpressed or implied in such forward-looking statements include, includingbut are not limited to: • the timeline going concern reference in our financial statements and our ability to develop and tool our facilities; • our product and software development timeline and expected start of production; • our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and obtain additional financing or successfully conclude a strategic business performance, including financial projections and business metrics and any underlying assumptions thereunder; • changes in our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; • the implementation, market acceptance and success of our business modeltransaction; • our ability to scale in a cost-effective mannermaintain compliance with the listing standards of Nasdaq; • developments our ability to close a strategic business transaction; • estimates of our expenses, future revenues, capital requirements and projections our needs for additional financing; • our ability to obtain additional financing; • the commercialization and market acceptance of our current and future commercial products; • our ability to generate sufficient revenues from our current and future commercial products, including obtaining commercial insurance and government reimbursement; • our ability to advance our therapeutic candidates into clinical trials or to successfully complete our preclinical studies or clinical trials, and to complete the development of such therapeutic candidates and obtain approval for marketing by the Food and Drug Administration (“FDA”) or other regulatory authorities; • our reliance on third parties to satisfactorily conduct key portions of our commercial operations, including manufacturing and other supply chain functions, market analysis services, safety monitoring, regulatory reporting and sales data analysis and the risk that those third parties may not perform such functions satisfactorily; • our ability to maintain an appropriate sales and marketing infrastructure; • our ability to establish and maintain corporate collaborations; • that Talicia® or commercial products that we may commercialize or promote in the future may be withdrawn from the market by regulatory authorities and our need to comply with continuing laws, regulations and guidelines to maintain clearances and approvals for those products; • our exposure to significant drug product liability claims; • the initiation and completion of any postmarketing studies or trials; • our ability to acquire products approved for marketing in the U.S. that achieve commercial success and to maintain our own marketing and commercialization capabilities; • our estimates of the markets, their size, characteristics and their potential for our current and future commercial products and therapeutic candidates and our ability to serve those markets; • the successful commercialization of products we in-license or acquire; • our inability to enforce claims relating to a breach of a representation and warranty by a counterparty; • the hiring and continued employment of executives, sales personnel, and contractors; • our competitors receipt and industrytiming of regulatory clarity and approvals for our current and future commercial products and therapeutic candidates, and the timing of other regulatory filings and approvals; • the initiation, timing, progress, and results of our research, development, manufacturing, preclinical studies, clinical trials, and other commercial efforts and therapeutic candidate development, as well as the extent and number of additional studies that we may be required to conduct; • our ability to advance our therapeutic candidates into clinical trials or to successfully complete our preclinical studies or clinical trials; • our ability to develop or obtain approval for RHB-104 may be adversely impacted if a diagnostic test for MAP will not become available; • our reliance on third parties to conduct key portions of our clinical trials, including data management services and the risk that those third parties may not perform such functions satisfactorily; • our reliance on third parties to manufacture and supply our therapeutic candidates and their respective active pharmaceutical ingredients with the requisite quality and manufacturing standards in sufficient quantities and within the required timeframes and at an acceptable cost; • the research, manufacturing, clinical development, commercialization, and market acceptance of our therapeutic candidates; • the interpretation of the properties and characteristics of our current and future commercial products or therapeutic candidates and of the results obtained in research, preclinical studies or clinical trials; • the implementation of our business model, strategic plans for our business, commercial products, and therapeutic candidates; • the impact of health epidemicsother companies and technologies that compete with us within our industry; • the scope of protection we are able to establish and maintain for intellectual property rights covering our current and future commercial products and therapeutic candidates, including the COVID-19 pandemicfrom existing or future claims of infringement, and other economic, regulatory, political, weather and other events on our ability to operate our business and without infringing or violating the actions we may take in response thereto; • our expectations regarding our intellectual property protection and not infringe on the rights of others; • parties from whom we license or acquire our business, expansion plans and opportunitiesintellectual property defaulting in their obligations toward us; • the outcome failure by a licensor or a partner of any known ours to meet their respective obligations under our acquisition, in-license or other development or commercialization agreements or renegotiate the obligations under such agreements, or if other events occur that are not within our control, such as bankruptcy of a licensor or a partner; • our reliance on the actions of third parties, including sublicensors and unknown litigation their other sublicensees, to maintain our rights under our in-licenses which are sublicenses; • the effect of a potential occurrence of patients suffering serious adverse events using investigative drugs under our Expanded Access Program; • our ability to implement network systems and regulatory proceedingscontrols that are effective at preventing cyber-attacks, malware intrusions, malicious viruses and ransomware threats; • the impact on our business of the political and security situation in Israel, the U.S. and other places in which we operate; and • other risks set forth in the sector entitled “Risk Factors” in this prospectus, any related prospectus supplement and factors discussed in our reports filed with the SEC. These statements are subject to known and unknown risks, uncertainties and assumptions that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statements, including the following: • We are an early stage company with a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future. • We may be unable to adequately control the costs associated with our operations. • Our business plans require a significant amount of capital. If we are unable to obtain sufficient funding or do not have access to capital, we will be unable to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affected. • If we fail to successfully build and tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production of our EVs could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if any, and may face risks if we are dependent on a small number of customers for a significant portion of our revenues. • If our EVs fail to perform as expected, our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 1020-K and subsequent Quarterly Report on Form 10F for the year-Qended December 31, which are incorporated by reference herein. All written and oral forward-looking statements attributable to us2023, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward- looking statements made in this prospectus in the context of these risks and uncertainties. See “Where You Can Find More Information” and “Incorporation of Documents by Referencefull.” We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this prospectus are made only as of the date hereof. We undertake no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.
Appears in 1 contract
Sources: Sales Agreement
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectusExcept for historical information, any this prospectus supplement and the documents incorporated by reference herein or therein accompanying prospectus contain forward-looking statements within made pursuant to the meaning safe harbor provisions of the Private Securities Litigation Reform Act of 1995 under Section 27A of the Securities Act and Section 21E of the Securities and Exchange Act of 19341933, as amended (the “Securities Act”) and Section 21E of the Exchange Act”), that are subject to risks and uncertainties. We have based these forwardForward-looking statements on include statements with respect to our current expectations beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions and projections about future events. All statementsperformance, other than statements of present or historical fact are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative of such terms or other similar expressions. These forward-looking statements are subject to and involve known and unknown risks, uncertainties and assumptions about us that other factors, which may be beyond our control, and which may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. We caution you All statements other than statements of historical fact are statements that could be forward-looking statements. You can identify these forward-looking statements through our use of words such as “may,” “can,” “anticipate,” “assume,” “should,” “indicate,” “would,” “believe,” “contemplate,” “expect,” “seek,” “estimate,” “continue,” “plan,” “point to,” “project,” “predict,” “could,” “intend,” “target,” “potential” and other similar words and expressions of the future. There are subject to numerous risks and uncertainties, most a number of which are difficult to predict and many of which are beyond our control. All forward-looking statements are subject to risks and uncertainties important factors that may could cause the actual results to differ materially from those that we expectedexpressed in any forward-looking statement made by us. These factors include, includingbut are not limited to: • the timeline labor and our ability to develop other workforce shortages and tool our facilitieschallenges; • our product and software development timeline and expected start dependence on principal customers; • the addition or loss of productionsignificant customers or material changes to our relationships with these customers; • our future capital requirements and use of cash; • our plans sensitivity to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performance, general economic conditions including financial projections and business metrics and any underlying assumptions thereunder; • changes in our strategy, future operations, financial position, estimated revenue disposable income levels and losses, projected costs, prospects and plans; • the implementation, market acceptance and success of our business modelconsumer spending trends; • our ability to scale in a cost-effective manner; • developments timely and projections relating to our competitors successfully build new hosting facilities with the appropriate contractual margins and industry; • the impact of health epidemics, including the COVID-19 pandemic, and other economic, regulatory, political, weather and other events on our business and the actions we may take in response theretoefficiencies; • our expectations regarding ability to continue to grow sales in our intellectual property protection and not infringe on the rights of othershosting business; • our business, expansion plans and opportunitiesvolatility of cryptoasset prices; • the outcome uncertainties of any known and unknown litigation and regulatory proceedingscryptoasset regulation policy; and • equipment failures, power or other risks set forth in supply disruptions. The foregoing does not represent an exhaustive list of matters that may be covered by the sector entitled “Risk Factors” in this prospectus, any related prospectus supplement and in forward-looking statements contained herein or risk factors that we are faced with that may cause our reports filed with the SEC. These statements are subject to known and unknown risks, uncertainties and assumptions that could cause actual results to differ from those anticipated in such forward-looking statements. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected or otherwise implied by in the forward-looking statements, including . You should review the following: • We are an early stage company with a history of losses factors and expect to incur significant expenses and continuing losses for the foreseeable future. • We may be unable to adequately control the costs associated with our operations. • Our business plans require a significant amount of capital. If we are unable to obtain sufficient funding or do not have access to capital, we will be unable to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affected. • If we fail to successfully build and tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production of our EVs could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand risks and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if information we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if any, and may face risks if we are dependent on a small number of customers for a significant portion of our revenues. • If our EVs fail to perform as expected, our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” describe in our most recent Annual Report on Form 10-K and K, as well as any amendments thereto reflected in subsequent Quarterly Report on Form 10-Q, which are incorporated by reference hereinreports we will file from time to time with the SEC. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these this cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communicationsnote. You should evaluate all forward- looking statements made in this prospectus in the context of these risks and uncertainties. See “Where You Can Find More Information” and “Incorporation of Documents by Reference.” We caution you that the important factors referenced above may are cautioned to not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The place undue reliance on any forward-looking statements included in this prospectus are made statements, which speak only as of the date hereofof this prospectus supplement, the date of the accompanying prospectus or the date of the document incorporated by reference herein. We undertake no obligation You should read this prospectus supplement, the accompanying prospectus supplement and the documents that we incorporate by reference and have filed as exhibits to update or revise any the registration statement, of which this prospectus supplement is a part, completely and with the understanding that our actual future results may be materially different from what we expect. In light of the significant uncertainties in these forward-looking statement statements, you should not regard these statements as a representation or warranty by us or any other person that will achieve our objectives and plans in any specified time frame, or at all. We have no obligation, and expressly disclaims any obligation, to update, revise or correct any of the forward-looking statements, whether as a result of new information, future events or otherwise. We have expressed our expectations, except as otherwise required by lawbeliefs and projections in good faith and believe they have a reasonable basis. However, we cannot assure you that our expectations, beliefs or projections will result or be achieved or accomplished.
Appears in 1 contract
Sources: Sales Agreement
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectus, any prospectus supplement and the documents incorporated by reference herein or therein into this prospectus supplement contain “forward-looking statements within statements” and are intended to be covered by the meaning of safe harbor provided for under Section 27A of the Securities Act and Section 21E of the Securities and Exchange Act of 1934, as amended (amended, or the “Exchange Act”), that are subject to risks and uncertainties. We have based these These forward-looking statements on include our current expectations and projections about future eventsresults, performance, prospects and opportunities. All statements, other than statements of present or historical fact are forward-looking statements. In some cases, you can We have tried to identify these forward-looking statements by terminology such as using words like “anticipatebelieve,” “believeexpect,” “may,” “will,” “could,” “seek,” “estimate,” “continue,” “couldanticipate,” “estimateintend,” “expect,” “intends,” “may,” “mightfuture,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative variations of such those terms or and other similar expressions. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. We caution you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including: • the timeline and our ability to develop and tool our facilities; • our product and software development timeline and expected start of production; • our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder; • changes in our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; • the implementation, market acceptance and success of our business model; • our ability to scale in a cost-effective manner; • developments and projections relating to our competitors and industry; • the impact of health epidemics, including the COVID-19 pandemic, and other economic, regulatory, political, weather and other events on our business and the actions we may take in response thereto; • our expectations regarding our intellectual property protection and not infringe on the rights of others; • our business, expansion plans and opportunities; • the outcome of any known and unknown litigation and regulatory proceedings; and • other risks set forth their use in the sector entitled “Risk Factors” in this prospectus, any related prospectus supplement and in our reports filed with the SECnegative. These statements are subject to known and unknown risks, uncertainties and assumptions that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statements, including the following: • We are an early stage company with a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future. • We may be unable to adequately control the costs associated with our operations. • Our business plans require a significant amount of capital. If we are unable to obtain sufficient funding or do not have access to capital, we will be unable to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affected. • If we fail to successfully build and tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production of our EVs could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if any, and may face risks if we are dependent on a small number of customers for a significant portion of our revenues. • If our EVs fail to perform as expected, our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. Given these risks and uncertainties, you You should not place undue reliance on these forward-looking statements, which speak only as to our expectations, as of the date of this prospectus supplement and any applicable supplement to this prospectus supplement. We derive many of our These forward-looking statements from our operating budgets are subject to a number of risks, uncertainties and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important other factors that could cause our actual results results, performance, prospects or opportunities to differ materially from our expectationsthose expressed in, or cautionary implied by, these forward-looking statements. These risks, uncertainties and other factors include, but are disclosed not limited to, those set forth under the sections entitled “Risk Factors” and discussed under the caption “Management’s Discussion and Analysis of Financial Condition and Results of OperationsItem 1A. Risk Factors” in Part I of our most recent Annual Report on Form 10-K and subsequent or any updates discussed under the caption “Item 1A. Risk Factors” in Part II of our Quarterly Report Reports on Form 10-Q, which are together with all of the other information appearing in or incorporated by reference hereininto this prospectus supplement. Given these risks and uncertainties, readers are cautioned not to place undue reliance on our forward-looking statements. Projections included in such risk factors have been prepared based on assumptions, which we believe to be reasonable, but not in accordance with United States generally accepted accounting principles or any guidelines of the Securities and Exchange Commission. Actual results will vary, perhaps materially, and we undertake no obligation to update the projections at any future date. You are strongly cautioned not to place undue reliance on such projections. All subsequent written and oral forward-looking statements attributable to us, Pacific Ethanol or to persons acting on our behalf, behalf are expressly qualified in their entirety by these cautionary statements statements. Except as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward- looking statements made in this prospectus in the context of these risks and uncertainties. See “Where You Can Find More Information” and “Incorporation of Documents required by Reference.” We caution you that the important factors referenced above may not contain all of the factors that are important to you. In additionfederal securities laws, we cando not assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this prospectus are made only as of the date hereof. We undertake no obligation intend to update or revise any forward-looking statement statements, whether as a result of new information, future events or otherwise, except as otherwise required by law.
Appears in 1 contract
Sources: At Market Issuance Sales Agreement
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectus, prospectus and any accompanying prospectus or prospectus supplement and the documents incorporated by reference herein or and therein may contain forward-forward looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), that are subject to involve significant risks and uncertainties. We have based these forward-looking All statements on our current expectations and projections about future events. All statements, other than statements of present or historical fact contained in this prospectus and any accompanying prospectus supplement and the documents incorporated by reference herein, including statements regarding future events, our future financial performance, business strategy, and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can We have attempted to identify forward-looking statements by terminology such as including “anticipateanticipates,” “believebelieves,” “can,” “continue,” “could,” “estimateestimates,” “expectexpects,” “intends,” “may,” “might,” “plan,” “possibleplans,” “potential,” “predict,” “projectpredicts,” “should,” or “will,” “would” or the negative of such these terms or other similar expressionscomparable terminology. Although we do not make forward looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. These forward-looking statements are subject to only predictions and involve known and unknown risks, uncertainties and assumptions about us that other factors, including the risks outlined under “Risk Factors” or elsewhere in this prospectus and the documents incorporated by reference herein, which may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such these forward-looking statements. Moreover, we operate in a highly regulated, very competitive, and rapidly changing environment. New risks emerge from time to time and it is not possible for us to predict all risk factors, nor can we address the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause our actual results to differ materially from those contained in any forward- looking statements. We caution you have based these forward-looking statements largely on our current expectations and assumptions about future events and financial trends that these we believe may affect our financial condition, results of operations, business strategy, short term and long term business operations, and financial needs. These forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. All forward-looking statements are subject to certain risks and uncertainties that may could cause our actual results to differ materially from those reflected in the forward-looking statements. Factors that we expectedcould cause or contribute to such differences include, including: • the timeline and our ability to develop and tool our facilities; • our product and software development timeline and expected start of production; • our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performancebut are not limited to, including financial projections and business metrics and any underlying assumptions thereunder; • changes those discussed in our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; • the implementation, market acceptance and success of our business model; • our ability to scale in a cost-effective manner; • developments and projections relating to our competitors and industry; • the impact of health epidemics, including the COVID-19 pandemicthis prospectus, and other economicin particular, regulatory, political, weather the risks discussed below and other events on our business and under the actions we may take in response thereto; • our expectations regarding our intellectual property protection and not infringe on the rights of others; • our business, expansion plans and opportunities; • the outcome of any known and unknown litigation and regulatory proceedings; and • other risks set forth in the sector entitled heading “Risk Factors” and those discussed in this other documents we file with the SEC which are incorporated by reference herein. This prospectus, and any related accompanying prospectus supplement and or prospectus supplement, should be read in our reports filed conjunction with the SECconsolidated financial statements for the fiscal years ended December 31, 2021 and 2020 and related notes, which are incorporated by reference herein, as may be amended, supplemented or superseded from time to time by other reports we file with the SEC in the future that are incorporated by reference herein. These statements are subject We undertake no obligation to known and unknown revise or publicly release the results of any revision to these forward-looking statements, except as required by law. In light of the significant risks, uncertainties and assumptions that could cause actual results to differ materially from those projected or otherwise implied by the accompany forward-looking statements, including the following: • We are an early stage company forward-looking events and circumstances discussed in this prospectus and any accompanying prospectus or prospectus supplement may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statement. You should not place undue reliance on any forward-looking statement, each of which applies only as of the date of this prospectus, or any accompanying prospectus or any prospectus supplement. Except as required by law, we undertake no obligation to update or revise publicly any of the forward- looking statements after the date of this prospectus to conform our statements to actual results or changed expectations. Any forward-looking statement you read in this prospectus, any accompanying prospectus, or any prospectus supplement or any document incorporated by reference reflects our current views with a history of losses respect to future events and expect is subject to incur significant expenses these and continuing losses for the foreseeable future. • We may be unable other risks, uncertainties and assumptions relating to adequately control the costs associated with our operations. • Our business plans require a significant amount of capital. If we are unable to obtain sufficient funding or do not have access to capital, we will be unable to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affected. • If we fail to successfully build and tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production of our EVs could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if any, and may face risks if we are dependent on a small number of customers for a significant portion of our revenues. • If our EVs fail to perform as expected, our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results, growth strategy and liquidity. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. Given these risks and uncertainties, you You should not place undue reliance on these forward-looking statementsstatements because such statements speak only as to the date when made. We derive many of our assume no obligation to publicly update or revise these forward-looking statements from our operating budgets and forecastsfor any reason, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult or to predict update the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause reasons actual results to could differ materially from our expectations, or cautionary those anticipated in these forward-looking statements, even if new information becomes available in the future, except as otherwise required by applicable law. You are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” advised, however, to consult any further disclosures we make on related subjects in our most recent Annual Report reports on Form 10-K and subsequent Quarterly Report on Form Forms 10-Q, which 8-K and 10-K filed with the SEC that are incorporated by reference herein. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate understand that it is not possible to predict or identify all forward- looking statements made in this prospectus in the context risk factors. Consequently, you should not consider any such list to be a complete set of these all potential risks and or uncertainties. See “Where You Can Find More Information” and “Incorporation of Documents by Reference.” We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this prospectus are made only as of the date hereof. We undertake no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.
Appears in 1 contract
Sources: Offering Agreement
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectus, any prospectus supplement and the documents incorporated by reference herein or therein contain contains forward-looking statements within the meaning of Section 27A of the Private Securities Act and Section 21E of the Securities and Exchange Litigation Reform Act of 19341995. All statements contained or incorporated by reference in this prospectus other than statements of historical fact, as amended (the including statements regarding our future operating results and financial position, our ability to develop and commercialize our product candidates, our business strategy and plans, potential acquisitions, market growth and trends, and our objectives for future operations, are forward-looking statements. The words “Exchange Act”), that believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “could,” “would,” “project,” “plan,” “potentially,” “preliminary,” “likely,” and similar expressions are subject intended to risks and uncertaintiesidentify forward-looking statements. We have based these forward-forward- looking statements largely on our current expectations and projections about future events. All statementsevents and trends that we believe may affect our financial condition, other than statements results of present or historical fact are forwardoperations, business strategy, short-looking statements. In some casesterm and long-term business operations and objectives, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative of such terms or other similar expressionsand financial needs. These forward-looking statements are subject to known and unknown a number of risks, uncertainties uncertainties, and assumptions about us assumptions, including the risk factors incorporated herein by reference from our most recent Quarterly Report on Form 10-Q and any subsequent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q or Current Reports on Form 8-K we file after the date of this prospectus, and all other information contained or incorporated by reference into this prospectus, as updated by our subsequent filings under the Exchange Act and in our other filings with the SEC, that may cause our actual results, levels of activity, performance or achievements to be differ materially different and adversely from any future results, levels of activity, performance or achievements those expressed or implied by such forward-looking statements. We caution you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including: • the timeline and our ability to develop and tool our facilities; • our product and software development timeline and expected start of production; • our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder; • changes in our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; • the implementation, market acceptance and success of our business model; • our ability to scale in a cost-effective manner; • developments and projections relating to our competitors and industry; • the impact of health epidemics, including the COVID-19 pandemic, and other economic, regulatory, political, weather and other events on our business and the actions we may take in response thereto; • our expectations regarding our intellectual property protection and not infringe on the rights of others; • our business, expansion plans and opportunities; • the outcome of any known and unknown litigation and regulatory proceedings; and • other risks set forth in the sector entitled “Risk Factors” in this prospectus, any related prospectus supplement and in our reports filed with the SEC. These statements are subject to known and unknown risks, uncertainties and assumptions that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statements. Any forward-looking statements made herein speak only as of the date of this prospectus, including and you should not rely on forward-looking statements as predictions of future events. Although we believe that the following: • expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, performance, or achievements reflected in the forward-looking statements will be achieved or occur. We undertake no obligation to update any of these forward-looking statements for any reason after the date of prospectus or to conform these statements to actual results or revised expectations. We file reports, proxy statements and other information with the SEC. The SEC maintains a web site that contains reports, proxy and information statements and other information about issuers, such as us, who file electronically with the SEC. The address of that website is ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. Our web site address is ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇.▇▇▇. The information on our web site, however, is not, and should not be deemed to be, a part of this prospectus. We also use our website as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD. This prospectus and any prospectus supplement are an early stage company part of a registration statement that we filed with a history the SEC and do not contain all of losses and expect to incur significant expenses and continuing losses for the foreseeable futureinformation in the registration statement. • We The full registration statement may be unable to adequately control obtained from the costs associated with our operationsSEC or us, as provided below. • Our business plans require a significant amount Forms of capital. If we are unable to obtain sufficient funding or do not have access to capital, we will be unable to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affected. • If we fail to successfully build and tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production of our EVs could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand indenture and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase documents establishing the risk terms of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if any, and may face risks if we are dependent on a small number of customers for a significant portion of our revenues. • If our EVs fail to perform as expected, our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We offered securities are or may be subject filed as exhibits to risks associated with strategic alliances the registration statement or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, documents incorporated by reference in the futureregistration statement. Statements in this prospectus or any prospectus supplement about these documents are summaries and each statement is qualified in all respects by reference to the document to which it refers. You should refer to the actual documents for a more complete description of the relevant matters. You may inspect a copy of the registration statement through the SEC’s website, as provided above. The SEC’s rules allow us to “incorporate by reference” information into this prospectus, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus, and subsequent information that we file with the SEC will automatically update and supersede that information. Any statement contained in this prospectus or a previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus, prospectus supplement or a subsequently filed document incorporated by reference modifies or replaces that statement. This prospectus and any accompanying prospectus supplement incorporate by reference the documents set forth below that have previously been filed with the SEC: • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K and subsequent Quarterly for the year ended December 31, 2021, filed with the SEC on February 23, 2022. • The information specifically incorporated by reference into our Annual Report on Form 10-QK from our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 4, 2022. • Our Quarterly Reports on Form 10-Q for the quarter ended March 31, 2022, filed with the SEC on May 5, 2022, for the quarter ended June 30, 2022, filed with the SEC on August 4, 2022, and for the quarter ended September 30, 2022, filed with the SEC on November 8, 2022. • Our Current Reports on Form 8-K filed with the SEC on January 7, 2022, January 13, 2022, February 7, 2022 April 1, 2022, May 5, 2022, May 10, 2022, May 13, 2022, May 20, 2022, September 9, 2022, and September 15, 2022, and our Current Report on Form 8-K/A filed on October 6, 2022. • The description of our Common Stock contained in our registration statement on Form 8-A, filed with the SEC on November 3, 2014, and any amendment or report filed with the SEC for the purpose of updating the description. All reports and other documents we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, which are we refer to as the “Exchange Act” in this prospectus, prior to the termination of this offering, including all such documents we may file with the SEC after the date of the initial registration statement and prior to the effectiveness of the registration statement, but excluding any information furnished to, rather than filed with, the SEC, will also be incorporated by reference herein. All written into this prospectus and oral forward-looking statements attributable deemed to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made be part of this prospectus from time to time in our other SEC filings the date of the filing of such reports and public communicationsdocuments. You should evaluate all forward- looking statements made may request a free copy of any of the documents incorporated by reference in this prospectus in by writing or telephoning us at the context of these risks and uncertainties. See “Where You Can Find More Information” and “Incorporation of Documents following address: Exhibits to the filings will not be sent, however, unless those exhibits have specifically been incorporated by Reference.” We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included reference in this prospectus are made only as of the date hereof. We undertake no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by lawaccompanying prospectus supplement.
Appears in 1 contract
Sources: Sales Agreement
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectus, any prospectus supplement and the documents incorporated in it by reference herein or therein contain forward-forward- looking statements within the meaning of Section 27A of the Securities Act and of 1933, as amended, or the Securities Act, Section 21E of the Securities and Exchange Act of 1934, as amended (amended, or the “Exchange Act”), that and the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, which are subject based on our management’s beliefs and assumptions and on information currently available to risks and uncertaintiesour management. We have based these forwardForward-looking statements on include information concerning our current expectations possible or assumed future results of our business, financial condition, results of operations, liquidity, plans and projections about future eventsobjectives. All statements, other than statements of present or historical fact are forward-looking statements. In some cases, you can identify forwardForward-looking statements include all statements that are not historical facts and in some cases can be identified by terminology such as “anticipatebelieve,” “believemay,” “estimate,” “continue,” “couldanticipate,” “estimateintend,” “should,” “plan,” “expect,” “intends,” “may,” “might,” “plan,” “possiblepredict,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative of such these terms or other similar expressionsexpressions that convey uncertainty of future events or outcomes. These forward-looking statements are subject Our ability to known predict the results of our operations or the effects of various events on our operating results is inherently uncertain. Therefore, we caution you to consider carefully the matters described under the caption “Risk Factors” and unknown riskscertain other matters discussed in this prospectus supplement, uncertainties the documents incorporated by reference in this prospectus supplement, and assumptions about us that may other publicly available sources. Such factors and many other factors beyond the control of our management could cause our actual results, levels level of activity, performance or achievements to be differ materially different from any future results, levels level of activity, performance or achievements that may be expressed or implied by such forward-looking statements. We caution you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including: • the timeline and our ability to develop and tool our facilities; • our product and software development timeline and expected start of production; • our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder; • changes in our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; • the implementation, market acceptance and success of our business model; • our ability to scale in a cost-effective manner; • developments and projections relating to our competitors and industry; • the impact of health epidemics, including the COVID-19 pandemic, and other economic, regulatory, political, weather and other events on our business and the actions we may take in response thereto; • our expectations regarding our intellectual property protection and not infringe on the rights of others; • our business, expansion plans and opportunities; • the outcome of any known and unknown litigation and regulatory proceedings; and • other risks set forth in the sector entitled “Risk Factors” in this prospectus, any related prospectus supplement and in our reports filed with the SEC. These statements are subject to known and unknown risks, uncertainties and assumptions that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statements, including the following: • We are an early stage company with a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future. • We may be unable to adequately control the costs associated with our operations. • Our business plans require a significant amount of capital. If Unless we are unable required to obtain sufficient funding do so under U.S. federal securities laws or other applicable laws, we do not have access to capital, we will be unable to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affected. • If we fail to successfully build and tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production of our EVs could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if any, and may face risks if we are dependent on a small number of customers for a significant portion of our revenues. • If our EVs fail to perform as expected, our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K and subsequent Quarterly Report on Form 10-Q, which are incorporated by reference herein. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward- looking statements made in this prospectus in the context of these risks and uncertainties. See “Where You Can Find More Information” and “Incorporation of Documents by Reference.” We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this prospectus are made only as of the date hereof. We undertake no obligation intend to update or revise any forward-looking statement as statements. Arqit supplies a result unique encryption software service which makes the communications links of new informationany networked device, cloud machine or data at rest secure against current and future events or otherwiseforms of cyber attack on encryption — even from a quantum computer. Compatible with NSA CSfC Components and meeting the demands of NSA CSfC Symmetric Key Management Requirements Annexe 1.2. and RFC 8784, except as otherwise required by lawArqit’s Symmetric Key Agreement Platform uses a lightweight software agent that allows end point devices to create encryption keys locally in partnership with any number of other devices. The keys are computationally secure and facilitate Zero Trust Network Access. It can create limitless volumes of keys with any group size and refresh rate and can regulate the secure entrance and exit of a device in a group. The agent is lightweight and will thus run on the smallest of end point devices. The product sits within a growing portfolio of granted patents. It also works in a standards compliant manner which does not oblige customers to make a disruptive rip and replace of their technology.
Appears in 1 contract
Sources: At the Market Offering Agreement
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectus, any prospectus supplement and the documents incorporated by reference herein or therein contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), that are subject to involve substantial risks and uncertainties. We have based these forward-looking statements on our current expectations and projections about future events. All statements, other than statements of present historical facts, included in this prospectus or historical fact the documents incorporated herein by reference regarding our strategy, future operations, future financial position, future revenues, projected costs, prospects, plans, and objectives of management are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intendsintend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would,” “could,” “should,” “potential,” “seek,” “evaluate,” “pursue,” “continue,” “design,” “impact,” “affect,” “forecast,” “target,” “outlook,” “initiative,” “objective,” “designed,” “priorities,” “goal,” or the negative of such terms or other and similar expressions. These expressions are intended to identify forward-looking statements, although not all forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statementscontain these identifying words. We caution you that these forward-looking Those statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including: • the timeline and our ability to develop and tool our facilities; • our product and software development timeline and expected start of production; • our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder; • changes in our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; • the implementation, market acceptance and success of our business model; • our ability to scale in a cost-effective manner; • developments and projections relating to our competitors and industry; • the impact of health epidemics, including the COVID-19 pandemic, and other economic, regulatory, political, weather and other events on our business and the actions we may take in response thereto; • our expectations regarding our intellectual property protection and not infringe on the rights of others; • our business, expansion plans and opportunities; • the outcome of any known and unknown litigation and regulatory proceedings; and • other risks set forth in the sector entitled “Risk Factors” appear in this prospectus, any related accompanying prospectus supplement supplement, and in our reports filed with the SEC. These statements are subject to known documents incorporated herein and unknown riskstherein by reference, uncertainties and assumptions that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statements, including the following: • We are an early stage company with a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future. • We may be unable to adequately control the costs associated with our operations. • Our business plans require a significant amount of capital. If we are unable to obtain sufficient funding or do not have access to capital, we will be unable to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affected. • If we fail to successfully build and tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production of our EVs could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses particularly in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if any, and may face risks if we are dependent on a small number of customers for a significant portion of our revenues. • If our EVs fail to perform as expected, our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and include statements regarding the intent, belief or current expectations of our management that are subject to known and unknown risks, uncertainties and assumptions. The forward-looking statements in this prospectus and the documents incorporated herein by reference may include but are not limited to the statements about: ● our business strategy and objectives; ● our future financial performance and results of operations; ● our expansion into new market segments and the development of our new segment of products; ● our assessment of the market opportunities and our abilities to capitalize on such market opportunities; ● our assessments of the impact of various events on our financial condition and results of operations; ● our ability to regain compliance with the listing requirements of Nasdaq; ● the performance of third parties upon which we depend, including manufacturers; ● the volatility of capital markets and other macroeconomic factors, including inflationary pressures, banking instability issues, geopolitical tensions, or the outbreak of hostilities or war; and ● expectations regarding the period during which we will qualify as a “smaller reporting company” or “emerging growth company.” Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those anticipated by these forward-looking statements. These risks and uncertainties include, but are not limited to, the following: ● the availability of cash on hand and other sources of liquidity to fund our operations and grow our business; ● our ability to compete effectively depends on multiple factors and we may not be able to continue to develop solutions to address user needs effectively; ● we may not be able to continue to develop solutions to address user needs effectively, including our next-generation products, which could materially adversely affect our liquidity and our ability to continue operations; ● a small number of customers account for a significant portion of our revenue; ● our entry into the data device sector could divert our management team’s attention from existing products, cause delays in launching our new products, or otherwise have a significant adverse impact on our business, operating results, and financial condition; ● we have failed and may continue to fail, to meet the listing standards of Nasdaq, and as a result, our common stock may become delisted, which could have a material adverse effect on the trading, liquidity, and market price of our common stock; ● the financial and operational projections that we may provide from time to time are subject to inherent risks; ● our ability to incorporate emerging technologies into our new consumer products given the lengthy development cycle; ● our ability to adapt to shortened customer lead times and tightened inventory controls from our key customers; ● we are materially dependent on some customer relationships that are characterized by product award letters and the loss of such relationships could harm our business and operating results; ● our quarterly results may vary significantly from period to period; ● we rely primarily on third-party contract manufacturers and partners; ● if our products contain defects or errors, we could incur significant unexpected expenses, experience product returns and lost sales, experience product recalls, suffer damage to our brand and reputation, and be subject to product liability or other claims; ● we are required to undergo a lengthy customization and certification process for each wireless carrier customer; ● we are dependent on the continued services and performance of a concentrated and limited group of senior management and other key personnel; ● we face risks related to the impact of various economic, political, environmental, social, and market events beyond our control can impact our business and results of operations; and ● other risks and uncertainties other risks described in the section titled “Risk Factors” in our most recent Annual Report on Form 10-K and subsequent Quarterly Report documents we have filed with the SEC thereafter. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on Form 10-Qour business or the extent to which any factor, which are incorporated by reference herein. All written and oral or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements attributable to uswe may make. In light of these risks, or persons acting on our behalfuncertainties, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward- looking statements made assumptions, the future events and trends discussed in this prospectus, any accompanying prospectus supplement and the documents incorporated by reference herein may not occur and actual results could differ materially and adversely from those anticipated or implied in the context of these risks and uncertaintiesforward-looking statements. See “Where You Can Find More Information” and “Incorporation of Documents by Reference.” We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The Because forward-looking statements included are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. You should read this prospectus are made only and the documents that we incorporate by reference herein completely and with the understanding that our actual future results may be materially different from what we expect. Except as of the date hereof. We required by applicable law, we undertake no obligation to update or revise publicly any forward-looking statement as a result statements for any reason after the date of new informationthis prospectus, future events any prospectus supplement, and the other documents we have filed with the SEC that are incorporated herein by reference to conform such statements to actual results or otherwise, except as otherwise required by lawto changes in our expectations.
Appears in 1 contract
Sources: Sales Agreement
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectus, any prospectus supplement and the accompanying prospectus, including the documents incorporated by reference herein or therein and therein, contain certain statements that are "forward-looking statements statements" within the meaning of Section 27A of the U.S. Private Securities Litigation Reform Act and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), applicable Canadian securities laws. All statements contained herein that are subject to risks and uncertainties. We have based these not clearly historical in nature are forward-looking statements on our current expectations looking, and projections about future events. All statementsthe words "anticipate", other than statements of present or historical fact "believe", "expect", "estimate", "may", "will", "could", "leading", "intend", "contemplate", "shall" and similar expressions are generally intended to identify forward-looking statements. In some cases, you can identify Such forward-looking statements by terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative of such terms or other similar expressions. These forward-looking statements are subject to involve known and unknown risks, uncertainties and assumptions about us other factors that may cause our the Company's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements that may be expressed or implied by such forward-looking statements. We caution you that these Examples of such forward-looking statements include, but are subject not limited to: • our expected future loss and accumulated deficit levels; • our projected financial position and estimated cash burn rate; • our requirements for, and the ability to numerous risks obtain, future funding on favorable terms or at all; • our projections for the SIRPαFc development plans and uncertaintiesprogress of each of our products and technologies, most particularly with respect to the timely and successful completion of which are difficult studies and trials and availability of results from such studies and trials; • our plans to predict focus our intravenous TTI-621 and many TTI-622 programs on large hematologic malignancy indications, specifically acute myeloid lymphoma & myelodysplastic syndromes (AML/MDS), peripheral T-cell lymphoma (PTCL), diffuse large B-cell lymphoma (DLBCL) and multiple myeloma; • our expectations about our products' safety and efficacy; • our expectations regarding our ability to arrange for and scale up the manufacturing of which are beyond our controlproducts and technologies; • our expectations regarding the progress, and the successful and timely completion, of the various stages of the regulatory approval process; • our expectations about the timing of achieving milestones and the cost of our development programs; • our observations and expectations regarding the relative low binding of SIRPαFc to red blood cells, compared to anti-CD47 monoclonal antibodies and proprietary CD47-blocking agents and the potential benefits to patients; • our ability to intensify the dose of TTI-621 with the goal of achieving increased blockade of CD47; • our expectation that we will achieve levels of TTI-622 in patients sufficient to obtain sustained CD47 blockade; • our expectation that TTI-622 is likely to be more effective in combination with agents that provide additional "eat" signals to macrophages or other forms of immune activation; • our plans to market, sell and distribute our products and technologies; • our expectations regarding the acceptance of our products and technologies by the market; • our ability to retain and access appropriate staff, management and expert advisers; • our ability to secure strategic partnerships with larger pharmaceutical and biotechnology companies; • our expectations with respect to existing and future corporate alliances and licensing transactions with third parties, and the receipt and timing of any payments to be made by us or to us in respect of such arrangements; and • our strategy with respect to the protection of our intellectual property. All forward-looking statements reflect our beliefs and assumptions based on information available at the time the assumption was made. These forward-looking statements are subject to not based on historical facts but rather on management's expectations regarding future activities, results of operations, performance, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, business prospects and opportunities. By its nature, forward-looking statements involve numerous assumptions, inherent risks and uncertainties uncertainties, both general and specific, known and unknown, that may cause actual results contribute to differ materially the possibility that the predictions, forecasts, projections or other forward-looking statements will not occur. In evaluating forward-looking statements, readers should specifically consider various factors, including the risks outlined under the heading "Risk Factors" in this prospectus supplement and in the documents incorporated by reference herein. Some of these risks and assumptions include, among others: • substantial fluctuation of losses from those quarter to quarter and year to year due to numerous external risk factors, and anticipation that we expected, including: will continue to incur significant losses in the future; • the timeline and uncertainty as to our ability to develop and tool our facilitiesraise additional funding to support operations; • our product uncertainty as to the duration and software development timeline and expected start impact of production; • our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performancethe current COVID-19 pandemic, including financial projections its impact on patient enrollment and business metrics and any underlying assumptions thereunder; • changes participation in our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; • the implementation, market acceptance and success of our business modelclinical trials; • our ability to scale in a cost-effective manner; • developments and projections relating generate product revenue to maintain our competitors and industryoperations without additional funding; • the impact risks associated with the development of health epidemicsour product candidates which are at early stages of development; • positive results from preclinical and early clinical research are not necessarily predictive of the results of later-stage clinical trials; • reliance on third parties to plan, including conduct and monitor our preclinical studies and clinical trials; • our product candidates may fail to demonstrate safety and efficacy to the COVID-19 pandemicsatisfaction of regulatory authorities or may not otherwise produce positive results; • risks related to filing Investigational New Drug applications, to commence clinical trials and to continue clinical trials if approved; • the risks of delays and inability to complete clinical trials due to difficulties enrolling patients; • the risk that we may not achieve our publicly announced milestones according to schedule, or at all; • the risk of being required to repurchase the outstanding warrants in the event of a "Fundamental Transaction", and possibility of price protection reset of the exercise price of the warrants at prices below the exercise price; • competition from other economic, regulatory, political, weather biotechnology and other events pharmaceutical companies; • our reliance on the capabilities and experience of our business key executives and scientists and the actions we may take in response theretoresulting loss of any of these individuals; • our ability to fully realize the benefits of acquisitions; • our ability to adequately protect our intellectual property and trade secrets; • our ability to source and maintain licenses from third-party owners; • the risk of patent-related litigation; • the risk of loss of our status as a foreign private issuer; and • our expectations regarding our intellectual property protection and not infringe on the rights of others; • our businessstatus as a passive foreign investment company, expansion plans and opportunities; • the outcome of any known and unknown litigation and regulatory proceedings; and • other risks set forth in the sector entitled “Risk Factors” in this prospectus, any related prospectus supplement and in our reports filed with the SECor PFIC. These statements are subject to known and unknown risks, uncertainties and assumptions that could cause actual results to differ materially from those projected or otherwise implied by Although the forward-looking statements, including the following: • We statements contained in this prospectus supplement are an early stage company with a history of losses and expect based upon what our management believes to incur significant expenses and continuing losses for the foreseeable future. • We may be unable to adequately control the costs associated with our operations. • Our business plans require a significant amount of capital. If we are unable to obtain sufficient funding or do not have access to capitalreasonable assumptions, we cannot assure readers that actual results will be unable to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affected. • If we fail to successfully build and tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production of our EVs could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if any, and may face risks if we are dependent on a small number of customers for a significant portion of our revenues. • If our EVs fail to perform as expected, our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements consistent with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We derive many of our Any forward-looking statements from represent our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K and subsequent Quarterly Report on Form 10-Q, which are incorporated by reference herein. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward- looking statements made in this prospectus in the context of these risks and uncertainties. See “Where You Can Find More Information” and “Incorporation of Documents by Reference.” We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this prospectus are made estimates only as of the date hereofof this prospectus supplement and should not be relied upon as representing our estimates as of any subsequent date. We undertake no obligation to update or revise any forward-looking statement as a result of new information, future or statements to reflect events or otherwisecircumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events, except as otherwise may be required by lawapplicable securities laws.
Appears in 1 contract
Sources: Sales Agreement
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectus, any prospectus supplement and the documents incorporated by reference herein or and therein may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), that are subject based on management’s beliefs and assumptions and on information currently available to risks and uncertaintiesmanagement. We have based these They can be identified by the use of forward-looking statements on our current expectations and projections about future events. All statementswords, other than statements of present or historical fact are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expectexpects,” “intendsintend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative of such these terms or other comparable expressions that convey uncertainty of future events or outcomes, although not all forward-looking statements contain these terms. Forward-looking statements may include, but are not limited to, statements regarding our expectations for our clinical development programs that may be ongoing from time to time, the potential approval of any of our product candidates by FDA or any other national entity, the manufacture and commercialization of any product candidate, and any statement that contains forward-looking words and other similar expressions. These The forward-looking statements are subject included in this prospectus, any prospectus supplement and the documents incorporated by reference herein and therein reflect our current expectations and beliefs, and we do not undertake publicly to known update or revise these statements, even if experience or future changes make it clear that any projected results expressed in this prospectus, any prospectus supplement and unknown risksthe documents incorporated by reference herein and therein will not be realized. In addition, uncertainties the inclusion of any statement in this prospectus, any prospectus supplement and assumptions about the documents incorporated by reference herein and therein does not constitute an admission by us that may cause our actual resultsthe events or circumstances described in such statement are material. Furthermore, levels of activity, performance or achievements we wish to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. We caution you and advise readers that these forward-looking statements are subject to numerous based on assumptions that may not materialize and may involve risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. All forward-looking statements are subject to risks and uncertainties control that may could cause actual results events or performance to differ materially from those that we expected, including: • contained or implied in these forward-looking statements. Among the timeline and our ability to develop and tool our facilities; • our product and software development timeline and expected start of production; • our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder; • changes in our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; • the implementation, market acceptance and success of our business model; • our ability to scale in a cost-effective manner; • developments and projections relating to our competitors and industry; • the impact of health epidemics, including the COVID-19 pandemic, and other economic, regulatory, political, weather and other events on our business and the actions we may take in response thereto; • our expectations regarding our intellectual property protection and not infringe on the rights of others; • our business, expansion plans and opportunities; • the outcome of any known and unknown litigation and regulatory proceedings; and • other risks set forth in the sector entitled “Risk Factors” in this prospectus, any related prospectus supplement and in our reports filed with the SEC. These statements are subject to known and unknown risks, uncertainties and assumptions factors that could cause actual results to differ materially are the factors discussed under “Risk Factors” in our most recent Annual Report on Form 10-K and our other reports filed with the SEC. We also will include or incorporate by reference in each prospectus supplement important factors that we believe could cause actual results or events to differ materially from those projected or otherwise implied by the forward-looking statements that we make. Should one or more known or unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could differ materially from past results and those anticipated, estimated, projected or implied by these forward-looking statements. You should consider these factors and the other cautionary statements made in this prospectus, including any prospectus supplement or the following: • We are an early stage company with a history of losses and expect documents we incorporate by reference herein or therein as being applicable to incur significant expenses and continuing losses for all related forward-looking statements wherever they appear in this prospectus, any prospectus supplement or the foreseeable futuredocuments incorporated by reference. • We While we may be unable elect to adequately control update forward-looking statements wherever they appear in this prospectus, any prospectus supplement or the costs associated with our operations. • Our business plans require a significant amount of capital. If documents incorporated by reference, we are unable to obtain sufficient funding or do not have access to capital, we will be unable to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affected. • If we fail to successfully build and tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production of our EVs could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if anyassume, and may face risks if we are dependent on a small number of customers for a significant portion of our revenues. • If our EVs fail specifically disclaim, any obligation to perform as expecteddo so, our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions whether as a resultresult of new information, future events or otherwise, except as required by law. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. Given Because of these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We derive many are a clinical stage biopharmaceutical company, developing our clinical stage COVID-19 immunology and immuno-oncology portfolio of monoclonal antibodies. We are focusing our efforts on the development of our forwardlead product candidate, lenzilumab, our proprietary Humaneered® (“Humaneered” or “Humaneered®”) anti-looking statements human granulocyte-macrophage colony-stimulating factor (“GM-CSF”) immunotherapy. Our proprietary and patented Humaneered technology platform is a method for converting existing antibodies (typically murine) into engineered, high- affinity human antibodies designed for therapeutic use, particularly for chronic conditions. We have developed or in-licensed targets or research (mouse) antibodies, typically from academic institutions, and then applied our operating budgets Humaneered technology to them. Lenzilumab and forecastsour other two product candidates, which ifabotuzumab and HGEN005, are based on many detailed assumptionsHumaneered antibodies. Our Humaneered antibodies are closer to human antibodies than chimeric or conventionally humanized antibodies and have a high affinity for their target but low immunogenicity. We believe our Humaneered antibodies offer additional advantages, such as lower likelihood to induce an inappropriate immune response when used chronically, high potency, and a slow off-rate. Lenzilumab is a monoclonal antibody that has been proven in animal models to neutralize GM-CSF, a cytokine that we believe is of critical importance in the inflammatory cascade, sometimes referred to as cytokine release syndrome (“CRS”) or cytokine storm, associated with COVID-19, chimeric antigen receptor T-cell (“CAR-T”) therapy and acute Graft versus Host Disease (“GvHD”) related side-effects. Lenzilumab binds to and neutralizes soluble, circulating GM-CSF. While we believe that our assumptions are reasonableleadership position in GM-CSF pathway science and cytokine storm presents us with a diverse set of development opportunities, we caution that it is very difficult to predict currently are focused on developing lenzilumab for three primary indications: · As a therapy targeting severe outcomes in hospitalized patients with confirmed COVID-19 pneumonia; · As a sequenced therapy ahead of CAR-T administration in CD19 targeted CAR-T therapies; and · As an early treatment or potential prophylaxis for acute GvHD in high and intermediate risk patients. Our development pipeline also includes the impact development of known factorslenzilumab as a potential therapy for patients with refractory chronic myelomonocytic leukemia, and it is impossible work with another Humaneered monoclonal antibody, ifabotuzumab, as a potential therapy for us solid tumors, hematologic malignancies and serious pulmonary conditions. We were incorporated on March 15, 2000 in California and reincorporated as a Delaware corporation in September 2001. We completed our initial public offering in January 2013. Effective August 7, 2017, we changed our legal name to anticipate all factors that could affect Humanigen, Inc. We maintain a website at ▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇ where you may obtain copies of our actual resultsreports, information and proxy statements and other filings with the SEC as soon as they are filed. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K and subsequent Quarterly Report on Form 10-Q, which are incorporated by reference herein. All written and oral forward-looking statements attributable to us, or persons acting Information contained on our behalfwebsite is not part of this prospectus, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in and the inclusion of our other SEC filings and public communications. You should evaluate all forward- looking statements made website address in this prospectus in the context of these risks and uncertainties. See “Where You Can Find More Information” and “Incorporation of Documents by Reference.” We caution you that the important factors referenced above may not contain all of the factors that are important is intended to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expectbe an inactive textual reference only. The forwardaddress of our principal executive office is ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ and our telephone number is (▇▇▇) ▇▇▇-looking statements included in this prospectus are made only as of the date hereof. We undertake no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law▇▇▇▇.
Appears in 1 contract
Sources: Sales Contracts
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectus, any Certain statements in this prospectus supplement and the documents incorporated by reference herein or therein contain may constitute “forward-looking statements statements” within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), that are subject to risks and uncertaintiesamended. We have based these Our forward-looking statements on our current expectations include, but are not limited to, statements regarding D-Wave’s and projections about D‑Wave’s management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events. All statementsevents or circumstances, other than statements of present or historical fact including any underlying assumptions, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as the following words: “believe,” “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “trend,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “shouldpotential,” “willseem,” “wouldseek,” “future,” “outlook,” “forecast,” “projection,” “continue,” “ongoing,” or the negative of such these terms or other similar expressions. These comparable terminology, although not all forward-looking statements are subject to known and unknown contain these words. These statements involve risks, uncertainties uncertainties, and assumptions about us other factors that may cause our actual results, levels of activity, performance performance, or achievements to be materially different from any future results, levels of activity, performance or achievements the information expressed or implied by such these forward-looking statements. We caution you that these forward-looking statements are based on a combination of facts and factors currently known by us and our projections of the future, which are subject to numerous risks and uncertainties, most a number of which are difficult risks. Factors that might cause or contribute to predict and many of which are beyond our control. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from a material difference include those that we expected, including: • the timeline and our ability to develop and tool our facilities; • our product and software development timeline and expected start of production; • our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder; • changes in our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; • the implementation, market acceptance and success of our business model; • our ability to scale in a cost-effective manner; • developments and projections relating to our competitors and industry; • the impact of health epidemics, including the COVID-19 pandemic, and other economic, regulatory, political, weather and other events on our business discussed below and the actions we may take in response thereto; • our expectations regarding our intellectual property protection and not infringe on the rights of others; • our business, expansion plans and opportunities; • the outcome of any known and unknown litigation and regulatory proceedings; and • other risks set forth discussed in the sector entitled “Risk Factors” in this prospectus, any related prospectus supplement and in our reports filed Company’s other filings with the SEC. These statements are subject to known and unknown risks, uncertainties and assumptions that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statements, including the following: • We are an early stage company with a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future. • We may be unable to adequately control the costs associated with our operations. • Our business plans require a significant amount of capital. If we are unable to obtain sufficient funding or do not have access to capital, we will be unable to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affected. • If we fail to successfully build and tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production of our EVs could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if any, and may face risks if we are dependent on a small number of customers for a significant portion of our revenues. • If our EVs fail to perform as expected, our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. Given these risks and uncertainties, you You should not place undue reliance on these forward-looking statementsstatements in making an investment decision with respect to the securities offered under this prospectus. We derive many of our These forward-looking statements from our operating budgets are not intended to serve as, and forecastsmust not be relied on as, which a guarantee, an assurance, a prediction or a definitive statement of fact or probability regarding future performance, events or circumstances. Many of the factors affecting actual performance, events and circumstances are based on many detailed assumptionsbeyond the control of D-Wave. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact As a result of a number of known factorsand unknown risks and uncertainties, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ or performance may be materially different from our expectations, those expressed or cautionary implied by these forward-looking statements, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K and subsequent Quarterly Report on Form 10-Q, which are incorporated by reference herein. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, set forth in this prospectus are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings statements, and public communications. You should evaluate all forward- looking statements made in this prospectus in the context of these risks and uncertainties. See “Where You Can Find More Information” and “Incorporation of Documents by Reference.” We caution you there can be no assurance that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the actual results or developments we expect or anticipate anticipated by the Company will be realized or, even if substantially realized, that they will result in have the consequences expected consequence to or affect us effects on the Company or our operations in the way we expectits business or operations. The following discussion should be read in conjunction with the Company’s audited Consolidated Financial Statements and related notes thereto included elsewhere in this prospectus. These forward-looking statements included in this prospectus are made only based on information available as of the date hereofof this prospectus, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties and are not predictions of actual performance. We Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake no any obligation to update or revise any forward-looking statement statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as otherwise may be required by lawunder applicable securities laws.
Appears in 1 contract
Sources: Sales Agreement
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectus, any prospectus supplement and the documents incorporated by reference herein or therein contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), that are subject to risks and uncertainties. We have based these forward-looking statements on our current expectations and projections about future events. All statements, statements other than statements of present or historical fact facts contained in this prospectus and the documents incorporated by reference herein, including statements regarding our future results of operations and financial position, business strategy, prospective products, product approvals, research and development costs, timing and likelihood of success, plans and objectives of management for future operations and future results of anticipated products, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. This prospectus and the documents incorporated by reference herein also contain estimates and other statistical data made by independent parties and by us relating to market size and growth and other data about our industry. This data involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. In addition, projections, assumptions and estimates of our future performance and the future performance of the markets in which we operate are necessarily subject to a high degree of uncertainty and risk. In some cases, you can identify forward-looking statements by terminology terms such as “anticipatemay,” “believewill,” “continueshould,” “expect,” “plan,” “anticipate,” “could,” “estimateintend,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predicttarget,” “project,” “shouldcontemplates,” “willbelieves,” “wouldestimates,” “predicts,” “potential” or “continue” or the negative of such these terms or other similar expressions. These The forward-looking statements in this prospectus and the documents incorporated by reference herein are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statementsonly predictions. We caution you that have based these forward-looking statements are subject to numerous risks largely on our current expectations and uncertainties, most of which are difficult to predict projections about future events and many of which are beyond our control. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those financial trends that we expected, including: • the timeline and our ability to develop and tool our facilities; • our product and software development timeline and expected start of production; • our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder; • changes in our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; • the implementation, market acceptance and success of our business model; • our ability to scale in a cost-effective manner; • developments and projections relating to our competitors and industry; • the impact of health epidemics, including the COVID-19 pandemic, and other economic, regulatory, political, weather and other events on our business and the actions we believe may take in response thereto; • our expectations regarding our intellectual property protection and not infringe on the rights of others; • affect our business, expansion plans and opportunities; • the outcome of any known and unknown litigation and regulatory proceedings; and • other risks set forth in the sector entitled “Risk Factors” in this prospectus, any related prospectus supplement and in our reports filed with the SEC. These statements are subject to known and unknown risks, uncertainties and assumptions that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statements, including the following: • We are an early stage company with a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future. • We may be unable to adequately control the costs associated with our operations. • Our business plans require a significant amount of capital. If we are unable to obtain sufficient funding or do not have access to capital, we will be unable to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affectedoperations. • If These forward-looking statements speak only as of the date of this prospectus and are subject to a number of risks, uncertainties and assumptions, which we fail to successfully build discuss in greater detail in the documents incorporated by reference herein, including under the heading “Risk Factors” and tool elsewhere in this prospectus. The events and circumstances reflected in our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We forward-looking statements may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma achieved or occur and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production of our EVs actual results could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our differ materially from those projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controlsforward-looking statements. Moreover, we operate in an evolving environment. New risk factors and uncertainties may not be able emerge from time to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if anytime, and may face risks if we are dependent on a small number of customers it is not possible for a significant portion of our revenues. • If our EVs fail management to perform as expected, our ability to develop, market predict all risk factors and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industryuncertainties. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonableExcept as required by applicable law, we caution that it is very difficult do not plan to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K and subsequent Quarterly Report on Form 10-Q, which are incorporated by reference herein. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward- looking statements made in this prospectus in the context of these risks and uncertainties. See “Where You Can Find More Information” and “Incorporation of Documents by Reference.” We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this prospectus are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement statements contained in this prospectus or the documents incorporated by reference herein, whether as a result of any new information, future events events, changed circumstances or otherwise. For all forward-looking statements, except as otherwise required by lawwe claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
Appears in 1 contract
Sources: Sales Agreement
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectus, any prospectus supplement and the documents incorporated by reference herein or therein therein, contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), that are subject intended to risks be covered by the “safe harbor” created by those sections. Forward-looking statements, which are based on certain assumptions and uncertainties. We have based these describe our future plans, strategies and expectations, can generally be identified by the use of forward-looking statements on our current expectations and projections about future events. All statements, other than statements of present or historical fact are forward-looking statements. In some cases, you can identify forward-looking statements by terminology terms such as “anticipatemay,” “believewill,” “continueshould,” “expects,” “plans,” “anticipates,” “could,” “estimate,” “expect,” “intends,” “maytarget,” “mightprojects,” “plancontemplates,” “possiblebelieves,” “estimates,” “predicts,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative of such terms “continue” or other similar expressionscomparable terms. All statements other than statements of historical facts included in this prospectus supplement and the documents incorporated by reference herein or therein regarding our strategies, prospects, financial condition, operations, costs, plans and objectives are forward-looking statements. These forward-looking statements are subject to known and unknown risks, uncertainties uncertainties, assumptions and assumptions about us other factors that may could cause our actual results of operations, financial condition, liquidity, performance, prospects, opportunities, achievements or industry results, levels as well as those of activitythe markets we serve or intend to serve, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. We caution you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including: • the timeline and our ability to develop and tool our facilities; • our product and software development timeline and expected start of production; • our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder; • changes in our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; • the implementation, market acceptance and success of our business model; • our ability to scale in a cost-effective manner; • developments and projections relating to our competitors and industry; • the impact of health epidemics, including the COVID-19 pandemic, and other economic, regulatory, political, weather and other events on our business and the actions we may take in response thereto; • our expectations regarding our intellectual property protection and not infringe on the rights of others; • our business, expansion plans and opportunities; • the outcome of any known and unknown litigation and regulatory proceedings; and • other risks set forth in the sector entitled “Risk Factors” in this prospectus, any related prospectus supplement and in our reports filed with the SEC. These statements are subject to known and unknown risks, uncertainties and assumptions that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statements, including the following: • We are an early stage company with a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future. • We may be unable to adequately control the costs associated with our operations. • Our business plans require a significant amount of capital. If we are unable to obtain sufficient funding or do not have access to capital, we will be unable to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affected. • If we fail to successfully build and tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production of our EVs could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystemexpressed in, or that if we are able to develop itsuggested by, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if any, and may face risks if we are dependent on a small number of customers for a significant portion of our revenues. • If our EVs fail to perform as expected, our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We derive many of our These forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While assumptions regarding our present and future business strategies and the environment in which we believe that our assumptions are reasonable, we caution that it is very difficult expect to predict operate in the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual resultsfuture. Important risks and factors that could cause actual results to differ materially from our expectationsthose differences include, or cautionary statements, but are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K and subsequent Quarterly Report on Form 10-Q, which are incorporated by reference herein. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward- looking statements made in this prospectus in the context of these risks and uncertainties. See “Where You Can Find More Information” and “Incorporation of Documents by Reference.” We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this prospectus are made only as of the date hereof. We undertake no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.limited to:
Appears in 1 contract
Sources: Sales Agreement
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectus, any prospectus supplement and the documents incorporated by reference herein or therein contain forward-looking statements. These are based on our management’s current beliefs, expectations and assumptions about future events, conditions and results and on information currently available to us. Discussions containing these forward-looking statements within may be found, among other places, in the sections entitled “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in the documents incorporated by reference herein. Any statements in this prospectus, or incorporated by reference herein, about our expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and are forward-looking statements. Within the meaning of Section 27A of the Securities Act and Section 21E of the Securities and Exchange Act of 19341933, as amended (the “Exchange Securities Act”), that are subject to risks and uncertainties. We have based Section 21E of the Exchange Act these forward-looking statements include statements regarding: • our ability to evaluate our business and prospects in the new and rapidly changing industry in which we operate; • our ability to retain existing riders or add new riders; • our Fleet Managers’ ability to maintain vehicle quality or service levels; • our ability to obtain vehicles that meet our quality specifications in sufficient quantities on commercially reasonable terms; • our ability to compete effectively with existing competitors and new market entrants in the highly competitive industries in which we operate; • our ability to enter into and compete in new markets; • our ability to address actions by governmental authorities to restrict access to our products and services in their localities; • our ability to address the potential impact of weather and seasonality on our current expectations business; • our ability to secure additional financing; • our ability to hire and projections about future eventsretain key personnel; • the potential impact of claims, lawsuits, arbitration proceedings, government investigations and other proceedings to which we are regularly subject; • our ability to cure our New York Stock Exchange (“NYSE”) price deficiency and meet the continued listing requirements of the NYSE; • our expectation regarding the time during which we will be an emerging growth company under the JOBS Act; and • our ability to maintain proper and effective internal controls. All statements, other than statements We caution you that the foregoing list may not contain all of present or historical fact are the forward-looking statementsstatements made in this prospectus. In some cases, you can identify forward-looking statements by terminology such as the words “may,” “might,” “can,” “will,” “to be,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “objective,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “shouldpotential,” “willlikely,” “wouldcontinue” and “ongoing,” or the negative of such terms these terms, or other similar expressions. These comparable terminology intended to identify statements about the future, although not all forward-looking statements are subject to contain these words. These statements involve known and unknown risks, uncertainties and assumptions about us other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements the information expressed or implied by such these forward-looking statements. We caution you You should refer to the “Risk Factors” section contained in the applicable prospectus supplement and any related free writing prospectus, and under similar headings in the other documents that these are incorporated by reference into this prospectus, for a discussion of important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements are subject to numerous risks statements. Given these risks, uncertainties and uncertaintiesother factors, most of which are difficult to predict and many of which are beyond our control. All , we cannot assure you that the forward-looking statements are subject in this prospectus will prove to risks and uncertainties that may cause actual results to differ materially from those that we expected, including: • the timeline and our ability to develop and tool our facilities; • our product and software development timeline and expected start of production; • our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder; • changes in our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; • the implementation, market acceptance and success of our business model; • our ability to scale in a cost-effective manner; • developments and projections relating to our competitors and industry; • the impact of health epidemics, including the COVID-19 pandemicbe accurate, and other economic, regulatory, political, weather and other events on our business and the actions we may take in response thereto; • our expectations regarding our intellectual property protection and not infringe on the rights of others; • our business, expansion plans and opportunities; • the outcome of any known and unknown litigation and regulatory proceedings; and • other risks set forth in the sector entitled “Risk Factors” in this prospectus, any related prospectus supplement and in our reports filed with the SEC. These statements are subject to known and unknown risks, uncertainties and assumptions that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statements, including the following: • We are an early stage company with a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future. • We may be unable to adequately control the costs associated with our operations. • Our business plans require a significant amount of capital. If we are unable to obtain sufficient funding or do not have access to capital, we will be unable to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affected. • If we fail to successfully build and tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production of our EVs could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if any, and may face risks if we are dependent on a small number of customers for a significant portion of our revenues. • If our EVs fail to perform as expected, our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to revise any forward-looking statements to reflect events or developments occurring after the date of this prospectus, even if new information becomes available in the future. We derive many qualify all of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K and subsequent Quarterly Report on Form 10-Q, which are incorporated by reference herein. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward- looking statements made in this prospectus in the context of these risks and uncertainties. See “Where You Can Find More Information” and “Incorporation of Documents by Referencestatements.” We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this prospectus are made only as of the date hereof. We undertake no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.
Appears in 1 contract
Sources: Equity Distribution Agreement
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectusprospectus contains, and any accompanying prospectus supplement and the documents incorporated by reference herein or therein contain will contain, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities and Exchange Act of 1934, as amended (amended, or the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995. Also, documents that are subject to risks we incorporate by reference into this prospectus, including documents that we subsequently file with the SEC, contain and uncertainties. We have based these forward-looking statements on our current expectations and projections about future events. All statements, other than statements of present or historical fact are will contain forward-looking statements. In some cases, you Forward-looking statements are those that predict or describe future events or trends and that do not relate solely to historical matters. You can generally identify forward-looking statements by terminology such as statements containing the words “may,” “will,” “could,” “should,” “expect,” “anticipate” “objective,” “goal,” “intend,” “estimate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “mightproject,” “plan,” “possible,assume” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative of such terms or other similar expressions. These , or negatives of those expressions, although not all forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. We caution you that contain these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond our controlidentifying words. All forward-looking statements are subject contained or incorporated by reference in this prospectus and any prospectus supplement regarding our objectives, plans and strategies, statements that contain projections of results of operations or of financial condition, expected capital needs and expenses, statements relating to risks and uncertainties that may cause actual results to differ materially from those that we expectedthe research, including: • the timeline and our ability to develop and tool our facilities; • our product and software development timeline and expected start of production; • our future capital requirements development, completion and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder; • changes in our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; • the implementation, market acceptance and success of our business model; • our ability to scale in a cost-effective manner; • developments and projections relating to our competitors and industry; • the impact of health epidemics, including the COVID-19 pandemicproducts, and all statements (other economicthan statements of historical facts) that address activities, regulatory, political, weather and other events on our business and the actions we may take in response thereto; • our expectations regarding our intellectual property protection and not infringe on the rights of others; • our business, expansion plans and opportunities; • the outcome of any known and unknown litigation and regulatory proceedings; and • other risks set forth in the sector entitled “Risk Factors” in this prospectus, any related prospectus supplement and in our reports filed with the SEC. These statements are subject to known and unknown risks, uncertainties and assumptions that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statements, including the following: • We are an early stage company with a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future. • We may be unable to adequately control the costs associated with our operations. • Our business plans require a significant amount of capital. If we are unable to obtain sufficient funding or do not have access to capital, we will be unable to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affected. • If we fail to successfully build and tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production of our EVs could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee developments that we intend, expect, project, believe or anticipate will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if any, and may face risks if we are dependent on a small number of customers for a significant portion of our revenues. • If our EVs fail to perform as expected, our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, occur in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. Given these risks and uncertainties, you You should not place undue reliance on these forward-looking statements. We derive many of our forward-looking statements from our operating budgets because the matters they describe are subject to certain risks, uncertainties and forecastsassumptions, which including in many cases decisions or actions by third parties, that are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual resultspredict. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K and subsequent Quarterly Report on Form 10-Q, which are incorporated by reference herein. All written and oral Our forward-looking statements attributable are based on the information currently available to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings us and public communications. You should evaluate all forward- looking statements made in this prospectus in the context of these risks and uncertainties. See “Where You Can Find More Information” and “Incorporation of Documents by Reference.” We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this prospectus are made speak only as of the date hereofon the cover of this prospectus, the date of any prospectus supplement, or, in the case of forward-looking statements incorporated by reference, the date of the filing that includes the statement. Over time, our actual results, performance or achievements may differ from those expressed or implied by our forward-looking statements, and such difference might be significant and materially adverse to our security holders. We undertake no obligation to update or revise publicly any forward-looking statement statements, whether as a result of new information, future events or otherwise. We have identified some of the important factors that could cause future events to differ from our current expectations and they are described in this prospectus and supplements to this prospectus (if any) under the caption “Risk Factors,” “Use of Proceeds,” and elsewhere in this prospectus as well as in our most recent Annual Report on Form 20-F, except including without limitation under the captions “Risk Factors” and “Operating and Financial Review and Prospects,” and in other documents that we may file with the SEC, all of which you should review carefully. Please consider our forward-looking statements in light of those risks as otherwise required you read this prospectus, the documents incorporated by lawreference herein and any prospectus supplement.
Appears in 1 contract
Sources: Equity Distribution Agreement
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectus supplement, the accompanying prospectus, any prospectus supplement and the documents incorporated by reference herein or therein and therein, contain “forward-looking statements statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), that are subject to risks and uncertainties. We have based these These forward-looking statements on our current expectations and projections about future eventsare intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. All statements, statements other than statements of present or historical fact included in this prospectus supplement, the accompanying base prospectus, or the documents incorporated by reference herein or therein, are forward-looking statements. In some cases, you can identify forward-looking Such statements are typically characterized by terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intendsforecast,” “goal,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “projectseek,” “should,” “strategy,” “will,” “would” or the negative of such terms or other and similar expressions. These Forward-looking statements also include the assumptions underlying or relating to such statements. In particular, forward-looking statements contained in this prospectus supplement and that may be included in any accompanying prospectus or incorporated by reference relate to, among other things, our future or assumed financial condition, results of operations, liquidity, business forecasts and plans, research and product development plans, manufacturing plans, strategic plans and objectives, capital needs and financing plans, product launches, regulatory approvals, competitive environment, and the application of accounting guidance. We caution you that the foregoing list may not include all of the forward-looking statements made in this prospectus and in any accompanying prospectus supplement or documents incorporated by reference. Our forward-looking statements are subject to known based on our management’s current assumptions and unknown risksexpectations about future events and trends, uncertainties and assumptions about us that which affect or may cause affect our actual resultsbusiness, levels of activitystrategy, performance operations or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statementsfinancial performance. We caution you Although we believe that these forward-looking statements are based upon reasonable assumptions, they are subject to numerous known and unknown risks and uncertainties, most uncertainties and are made in light of which are difficult information currently available to predict us. Our actual financial condition and many of which are beyond our control. All results could differ materially from those anticipated in these forward-looking statements are subject as a result of various factors, including those set forth in the section entitled “Risk Factors” beginning on page S-5 of this prospectus supplement and page 10 of our Annual Report, as well as those described in the other documents we file with the SEC. You should read this prospectus supplement, any accompanying base prospectus, and the documents incorporated by reference herein and therein, completely and with the understanding that our actual future results may be materially different from and worse than what we expect. Some significant factors that may impact our estimates and forward-looking statements include: · Our inability to generate significant revenue or achieve profitability; · Our need to raise additional capital in the future; · Our expansion of our product development and sales and marketing capabilities could give rise to difficulties in managing our growth; · Our dependence on third-party distributors; · Our limited experience with sales and marketing; · The possibility that we may not be able to continue to operate, as indicated by the “going concern” opinion from our auditors; · Our ability to successfully develop, manufacture, market, and sell our future products; · Our ability to timely obtain necessary regulatory clearances or approvals to distribute and market our future products; · The acceptance by the marketplace of our future products; · The highly competitive and rapidly changing nature of the diagnostics market; · Protection of our patents, intellectual property and trade secrets; · Our reliance on third parties to manufacture and supply our intended products, and such manufacturers’ dependence on third party suppliers; · The material weaknesses in our internal control over financial reporting that we have identified; · Pressures related to macroeconomic and geopolitical conditions; and · Other risks identified elsewhere in this prospectus supplement, as well as in our other filings with the SEC. Moreover, we operate in an evolving environment. New risk factors and uncertainties that emerge from time to time and it is not possible for our management to predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those that contained in any forward-looking statements. We qualify all of our forward-looking statements by these cautionary statements. Forward-looking statements speak only as of the date they were made, and, except to the extent required by law or the rules of the NYSE American, we expected, including: • the timeline and our ability undertake no obligation to develop and tool our facilities; • our product and software development timeline and expected start update or review any forward-looking statement because of production; • our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder; • changes in our strategynew information, future operationsevents or other factors. You should, financial positionhowever, estimated revenue review the risks and losses, projected costs, prospects and plans; • the implementation, market acceptance and success of our business model; • our ability to scale in a cost-effective manner; • developments and projections relating to our competitors and industry; • the impact of health epidemics, including the COVID-19 pandemic, and other economic, regulatory, political, weather and other events on our business and the actions uncertainties we may take in response thereto; • our expectations regarding our intellectual property protection and not infringe on the rights of others; • our business, expansion plans and opportunities; • the outcome of any known and unknown litigation and regulatory proceedings; and • other risks set forth describe in the sector entitled “Risk Factors” in this prospectus, any related prospectus supplement and in our reports filed we will file from time to time with the SEC, after the filing date of this prospectus supplement. These For additional information, refer to the section entitled “Where You Can Find More Information.” Forward-looking statements are subject to known involve risks and unknown risks, uncertainties and assumptions that could cause actual are not guarantees of future performance. As a result of such risks and uncertainties, including those described above, the forward-looking statements discussed in this prospectus supplement, the accompanying base prospectus, and the documents incorporated by reference herein and therein might not occur and our future results to and our performance may differ materially from those projected or otherwise implied by the expressed in these forward-looking statementsstatements due to, including but not limited to, the following: • We are an early stage company with a history factors mentioned above. Because of losses and expect to incur significant expenses and continuing losses for the foreseeable future. • We may be unable to adequately control the costs associated with our operations. • Our business plans require a significant amount of capital. If we are unable to obtain sufficient funding or do not have access to capital, we will be unable to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affected. • If we fail to successfully build and tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production of our EVs could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if any, and may face risks if we are dependent on a small number of customers for a significant portion of our revenues. • If our EVs fail to perform as expected, our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K and subsequent Quarterly Report on Form 10-Q, which are incorporated by reference herein. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward- looking statements made in this prospectus in the context of these risks and uncertainties. See “Where You Can Find More Information” and “Incorporation of Documents by Referencewhen making an investment decision.” We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this prospectus are made only as of the date hereof. We undertake no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.
Appears in 1 contract
Sources: Capital on Demand™ Sales Agreement
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectus, any accompanying prospectus supplement supplement, and the documents incorporated by reference herein or therein and therein, may contain forward-looking statements within as defined by the meaning of Section 27A of the Private Securities Act and Section 21E of the Securities and Exchange Litigation Reform Act of 19341995. These statements are based on the beliefs and assumptions of management. Although the Company believes that its plans, as amended (intentions, and expectations reflected in or suggested by these forward- looking statements are reasonable, the “Exchange Act”)Company cannot assure you that it will achieve or realize these plans, intentions, or expectations. Forward- looking statements are inherently subject to risks, uncertainties, and assumptions. Generally, statements that are subject to risks and uncertainties. We have based these forward-looking not historical facts, including statements on our current expectations and projections about concerning the Company’s possible or assumed future actions, business strategies, events. All statements, other than statements or results of present or historical fact operations, are forward-looking statements. In some casesinstances, you can identify forward-looking these statements by terminology such as may be preceded by, followed by, or include the words “anticipatebelieves,” “believeestimates,” “continueexpects,” “couldprojects,” “estimate,” “expect,” “intendsforecasts,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “projectwill,” “should,” “willseeks,” “wouldplans,” “scheduled,” “anticipates,” or “intends” or the negative negatives of such these terms or variations of them or similar terminology. Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements which speak only as of the date hereof. You should understand that the following important factors, among others, could affect the Company’s future results and could cause those results or other similar expressionsoutcomes to differ materially from those expressed or implied in the Company’s forward-looking statements: • The market for personal genetics products and services has experienced a recent overall decline. If this trend continues or worsens, it would adversely affect our business and results of operations. • If our competitors receive further Food and Drug Administration marketing approval for in vitro diagnostic products, our business could be adversely affected. • The telehealth market is immature and volatile, and if it does not develop, if it encounters negative publicity, or if the increased use of telehealth solutions as a result of the COVID-19 pandemic does not continue after the pandemic, then the growth of our business and our results of operation will be harmed. • We rely on key sole suppliers to manufacture and perform services used by customers who purchase our PGS, which could adversely affect our ability to meet customer demand. • If we are not able to maintain and enhance our brand, our ability to expand our customer base may be impaired and our business and operating results may be harmed. • If our efforts to attract new customers and patients and engage existing customers and patients with enhanced products and services are unsuccessful or if such efforts are more costly than we expect, our business may be harmed. • Any significant disruption in service on our website, mobile applications, or in our computer or logistics systems could harm our reputation and may result in a loss of customers. • If we are unable to deliver a rewarding experience on mobile devices, whether through our mobile website or our mobile application, we may be unable to attract and retain customers and patients. • We depend on a number of other companies to perform functions critical to our ability to operate our platform and generate revenue from patients. • If we are unable to attract and retain high quality healthcare providers for our patients, our business, financial condition, and results of operations may be materially and adversely affected. • If the number of our customers consenting to participate in our research programs declines or fails to grow, our revenue may be adversely affected, and our database may become less effective. • Our focus on using our genetics-powered platform to discover targets with therapeutic potential may not result in the discovery of commercially viable drug targets for us or our collaborators. • Media reports on consumer data privacy and security concerns and the use of genetic information may decrease the overall consumer demand for personal genetic products and services, including ours. • If we fail to succeed in our drug development efforts, or to develop and commercialize additional products and services, our ability to expand our business and achieve our strategic objectives would be impaired. • Our Therapeutics business faces substantial competition, which may result in others discovering, developing, or commercializing drugs before or more successfully than we can. • We cannot give any assurance that any of our drugs will receive regulatory approval, which is necessary before they can be commercialized. • We may be subject to legal proceedings and litigation, which are costly to defend and could materially harm our business and results of operations. • Our business and future operating results may be adversely affected by catastrophic or other events outside of our control. • We depend on the continued services and performance of our highly qualified key personnel, and we may not be able to attract or retain qualified scientists and other specialized individuals in the future due to the competition for qualified personnel among life science and technology businesses. • We face risks related to epidemics and other outbreaks of communicable diseases, including the current COVID-19 pandemic. • If we were to enter new business areas, we would likely face competition from entities more familiar with those businesses, and our efforts may not succeed. • If we, GSK, and any future collaborators are unable to successfully complete clinical development, obtain regulatory approval for, or commercialize any drugs, or experience delays in doing so, our business may be materially harmed. • GSK and any other potential drug discovery collaborators will have significant discretion in determining when to make announcements, if any, about the status of our collaborations. • Our collaborators may not achieve projected discovery and development milestones and other anticipated key events in the expected timelines or at all, which could have an adverse impact on our business. • Our products and services are subject to extensive regulation, and compliance with existing or future regulations could result in unanticipated expenses, or limit our ability to offer our products and services. • We will face legal, reputational, and financial damage if we fail to protect our customer and patient data from security breaches or cyberattacks. • If we are unable to protect our intellectual property, the value of our brand and other intangible assets may be diminished, and our business may be adversely affected. • We face additional risks as a result of the acquisition of Lemonaid Health (as defined below) and may be unable to integrate our businesses successfully and realize the anticipated synergies and related benefits, or do so within the anticipated timeframe. These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this prospectus are subject more fully described in the “Risk Factors” section. The risks described in the “Risk Factors” section are not exhaustive. New risk factors emerge from time to known time and unknown risks, uncertainties and assumptions about it is not possible for us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. We caution you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many all such risk factors, nor can the Company assess the impact of all such risk factors on its business or the extent to which are beyond our control. All forward-looking statements are subject to risks and uncertainties that any factor or combination of factors may cause actual results to differ materially from those that we expected, including: • contained in any forward-looking statements. All forward-looking statements attributable to the timeline and our ability to develop and tool our facilities; • our product and software development timeline and expected start of production; • our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder; • changes Company or persons acting on its behalf are expressly qualified in our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; • the implementation, market acceptance and success of our business model; • our ability to scale in a cost-effective manner; • developments and projections relating to our competitors and industry; • the impact of health epidemics, including the COVID-19 pandemic, and other economic, regulatory, political, weather and other events on our business and the actions we may take in response thereto; • our expectations regarding our intellectual property protection and not infringe on the rights of others; • our business, expansion plans and opportunities; • the outcome of any known and unknown litigation and regulatory proceedings; and • other risks set forth in the sector entitled “Risk Factors” in this prospectus, any related prospectus supplement and in our reports filed with the SEC. These statements are subject to known and unknown risks, uncertainties and assumptions that could cause actual results to differ materially from those projected or otherwise implied their entirety by the foregoing cautionary statements. The Company undertakes no obligations to update or revise publicly any forward-looking statements, including the following: • We are an early stage company with whether as a history result of losses and expect to incur significant expenses and continuing losses for the foreseeable future. • We may be unable to adequately control the costs associated with our operations. • Our business plans require a significant amount of capital. If we are unable to obtain sufficient funding or do not have access to capitalnew information, we will be unable to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affected. • If we fail to successfully build and tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production of our EVs could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystemevents, or that if we are able to develop itotherwise, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if any, and may face risks if we are dependent on a small number of customers for a significant portion of our revenues. • If our EVs fail to perform except as expected, our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed required by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. Additional cautionary statements or discussions of risks and uncertainties that could affect our results or the achievement of the expectations described in forward-looking statements may also be contained in any accompanying prospectus supplement. Should one or more of the risks or uncertainties described in this prospectus occur, or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. Additional information concerning these and other factors that may impact the operations and projections discussed herein can be found in the section entitled “Risk Factors” and in our periodic filings with the SEC. Our SEC filings are available publicly on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇. You should read this prospectus and any accompanying prospectus supplement completely and with the understanding that our actual future results, levels of activity, and performance, as well as other events and circumstances may be materially different from what we expect. We derive many qualify all of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K and subsequent Quarterly Report on Form 10-Q, which are incorporated by reference herein. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward- looking statements made in this prospectus in the context of these risks and uncertainties. See “Where You Can Find More Information” and “Incorporation of Documents by Referencestatements.” We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this prospectus are made only as of the date hereof. We undertake no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.
Appears in 1 contract
Sources: Sales Agreement
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectus, any Certain statements in this proxy statement/prospectus supplement and may constitute “forward-looking statements” for purposes of the documents incorporated by reference herein or therein contain federal securities laws. Our forward-looking statements within include, but are not limited to, statements regarding our, our management team’s, Energy Vault’s and Energy Vault’s management team’s expectations, hopes, beliefs, intentions or strategies regarding the meaning future. In addition, any statements that refer to projections, forecasts or other characterizations of Section 27A of the Securities Act and Section 21E of the Securities and Exchange Act of 1934future events or circumstances, as amended (the “Exchange Act”)including any underlying assumptions, that are subject to risks and uncertainties. We have based these forward-looking statements on our current expectations and projections about future events. All statements, other than statements of present or historical fact are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative of such terms or other and similar expressions. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that expressions may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. We caution you that these forwardForward-looking statements are subject to numerous risks and uncertaintiesin this proxy statement/prospectus may include, most of which are difficult to predict and many of which are beyond our control. All forward-looking for example, statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, includingabout: • the timeline and our ability to develop and tool our facilitiesconsummate the Business Combination; • our product and software development timeline and the expected start benefits of productionthe Business Combination; • our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our the Combined Company’s financial and business performanceperformance following the Business Combination, including financial projections and business metrics and any underlying assumptions thereundermetrics; • changes in our Energy Vault’s strategy, expansion plans, customer opportunities, future operations, future financial position, estimated revenue revenues and losses, projected costs, prospects and plans; • the implementation, market acceptance and success of our Energy Vault’s business modelmodel and growth strategy; • our Energy Vault’s customer pipeline; • Energy Vault’s ability to scale in a cost-effective mannerdevelop and maintain its brand and reputation; • the addressable market for Energy Vault’s products and services, including the EVx and EVRC systems and our software; • developments and projections relating to our Energy Vault’s competitors and industry; • the impact of health epidemics, including the COVID-19 pandemic, and other economic, regulatory, political, weather and other events on our Energy Vault’s business and the actions we Energy Vault may take in response thereto; • our Energy Vault’s expectations regarding our its ability to obtain and maintain intellectual property protection and not infringe on the rights of others; • our expectations regarding the time during which we will be an emerging growth company under the JOBS Act; • Energy Vault’s future capital requirements and sources and uses of cash; • Energy Vault’s ability to obtain funding for its operations and future growth; and • Energy Vault’s business, expansion plans and opportunities; • the outcome of any known and unknown litigation and regulatory proceedings; and • other risks set forth in the sector entitled “Risk Factors” in this prospectus, any related prospectus supplement and in our reports filed with the SEC. These statements are subject to known and unknown risks, uncertainties and assumptions that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statements, including the following: • We are an early stage company with a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future. • We may be unable to adequately control the costs associated with our operations. • Our business plans require a significant amount of capital. If we are unable to obtain sufficient funding or do not have access to capital, we will be unable to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affected. • If we fail to successfully build and tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production of our EVs could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if any, and may face risks if we are dependent on a small number of customers for a significant portion of our revenues. • If our EVs fail to perform as expected, our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict information available as of the impact date of known factorsthis proxy statement/prospectus, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our current expectations, or cautionary statementsforecasts and assumptions, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion involve a number of judgments, risks and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K and subsequent Quarterly Report on Form 10-Quncertainties. Accordingly, which are incorporated by reference herein. All written and oral forward-looking statements attributable should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward- looking statements made in this prospectus in the context of these risks and uncertainties. See “Where You Can Find More Information” and “Incorporation of Documents by Reference.” We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The update forward-looking statements included in this prospectus are made only as of to reflect events or circumstances after the date hereof. We undertake no obligation to update or revise any forward-looking statement they were made, whether as a result of new information, future events or otherwise, except as otherwise may be required under applicable securities laws. You should not place undue reliance on these forward-looking statements in deciding how to vote your proxy or instruct how your vote should be cast on the proposals set forth in this proxy statement/prospectus. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by lawthese forward-looking statements. Some factors that could cause actual results to differ include: • the occurrence of any event, change or other circumstances that could delay the Business Combination or give rise to the termination of the Business Combination Agreement; • the outcome of any legal proceedings that may be instituted against Novus following announcement of the proposed Business Combination and transactions contemplated thereby; • the inability to complete the Business Combination due to the failure to obtain approval of the stockholders of Novus or to satisfy other conditions to the Closing in the Business Combination Agreement; • risks relating to the consummation of the PIPE; • the amount of redemption requests made by Novus Stockholders; • the ability to obtain or maintain the listing of Novus Common Stock on the NYSE following the Business Combination; • the risk that the proposed Business Combination disrupts current plans and operations of Energy Vault as a result of the announcement and consummation of the transactions described herein; • risks relating to the uncertainty of the projected financial information with respect to Energy Vault; • risks relating to the anticipated growth rates and market opportunities of Energy Vault; • risks related to the rollout of Energy Vault’s business and the timing of expected business milestones; • risks relating to changes in the demand for renewable energy and associated energy storage systems, both in the United States and internationally; • the implementation, market acceptance and success of Energy Vault’s solutions, including the EVx and EVRC systems and any digital platform we may develop, and its technologies; • Energy Vault’s ability to maintain and develop relationships with third-party partners; • Energy Vault’s ability to identify and complete sales with customers, including entering into sales agreements; • developments relating to the renewable energy and energy storage industry, including impacts arising from fuel prices and hydrocarbon fuel sources, which may make renewable energy less competitive in pricing; • Energy Vault’s expectations regarding its ability to obtain, maintain and enforce its intellectual property and its ability not to infringe on the intellectual property rights of others; • Energy Vault’s ability to comply with extensive, complex and evolving regulatory requirements applicable to the renewable energy and energy storage industry and environmental related risks with respect to any hazardous waste used in its custom-made composite block or “mobile masses”; • Energy Vault’s ability to obtain and maintain governmental permits and approvals, including those needed for construction at any future project that Energy Vault may obtain; • our ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition and the ability of Energy Vault to grow and manage growth profitably following the Business Combination; • costs related to the Business Combination; • changes in applicable laws or regulations; • the effect of the COVID-19 pandemic and the measures taken in response thereto on Energy Vault’s business and the economy in general; • the ability of Energy Vault to execute its business model, including market acceptance of its systems and related services; • the Combined Company’s ability to raise capital; • the possibility that Novus or Energy Vault may be adversely affected by other economic, business, and/or competitive factors; • any changes to U.S. tax laws; and • other risks and uncertainties described in this proxy statement/prospectus, including those under the section titled “Risk Factors.” In addition, statements that “Energy Vault believes” or “Novus believes” and similar statements reflect Energy Vault’s or Novus’s beliefs and opinions on the relevant subject. These statements are based upon information available to Energy Vault or Novus, as the case may be, as of the date of this prospectus/proxy statement, and while Energy Vault or Novus, as the case may be, believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and such statements should not be read to indicate that such party has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.
Appears in 1 contract
Sources: Business Combination Agreement
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectus, any prospectus supplement the accompanying base prospectus, and the documents information incorporated by reference herein or and therein contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), that are subject to risks and uncertainties. We have based these forward-looking statements on our current expectations and projections about future events. All statements, other than statements of present or historical fact are may include forward-looking statements. In some cases, you can identify forward-looking These statements by terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative of such terms or other similar expressions. These forward-looking statements are subject to involve known and unknown risks, uncertainties and assumptions about us other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such the forward-looking statements. We caution In some cases, you that these forward-can identify forward- looking statements are subject to numerous risks by terms including “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would,” and uncertainties, most of which are difficult to predict and many of which are beyond our control. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including: • the timeline and our ability to develop and tool our facilities; • our product and software development timeline and expected start of production; • our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder; • changes in our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; • the implementation, market acceptance and success of our business model; • our ability to scale in a cost-effective manner; • developments and projections relating to our competitors and industry; • the impact of health epidemics, including the COVID-19 pandemic, and other economic, regulatory, political, weather and other events on our business and the actions we may take in response thereto; • our expectations regarding our intellectual property protection and not infringe on the rights of others; • our business, expansion plans and opportunities; • the outcome of any known and unknown litigation and regulatory proceedings; and • other risks set forth in the sector entitled “Risk Factors” in this prospectus, any related prospectus supplement and in our reports filed with the SEC. These statements are subject to known and unknown risks, uncertainties and assumptions that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statements, including the following: • We are an early stage company with a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future. • We may be unable to adequately control the costs associated with our operations. • Our business plans require a significant amount of capital. If we are unable to obtain sufficient funding or do not have access to capital, we will be unable to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affected. • If we fail to successfully build and tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production of our EVs could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if any, and may face risks if we are dependent on a small number of customers for a significant portion of our revenues. • If our EVs fail to perform as expected, our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able similar expressions intended to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We derive many of our forwardForward-looking statements from reflect our operating budgets current views with respect to future events and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult and subject to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K and subsequent Quarterly Report on Form 10-Q, which are incorporated by reference herein. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward- looking statements made in this prospectus in the context of these risks and uncertainties. See “Where You Can Find More Information” and “Incorporation of Documents by Reference.” We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you certain sections of this prospectus, the accompanying base prospectus, and the information incorporated by reference herein contain information obtained from independent industry and other sources that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expecthave not independently verified. The You should not put undue reliance on any forward-looking statements included in this prospectus statements. Unless we are made only as of the date hereof. We undertake no obligation required to do so under U.S. federal securities laws or other applicable laws, we do not intend to update or revise any forward-looking statement as a result statements. Our ability to predict our operating results or the effects of new informationvarious events on our operating results is inherently uncertain. Therefore, we caution you to consider carefully the matters described under the caption “Risk Factors” on page 12 of this prospectus, and certain other matters discussed in this prospectus, the accompanying base prospectus, and the information incorporated by reference herein and ▇▇▇▇▇▇▇, and other publicly available sources. Such factors and many other factors beyond our control could cause our actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by the forward-looking statements. Factors that could cause our actual results to differ materially from those expressed or implied in such forward-looking statements include, but are not limited to: • estimates of our expenses, future revenues, capital requirements and our needs for additional financing; • our ability to obtain additional financing; • our receipt and timing of regulatory clarity and approvals for our therapeutic candidates, and the timing of other regulatory filings and approvals; • the initiation, timing, progress, and results of our research, manufacturing, preclinical studies, clinical trials, and other therapeutic candidate development efforts, as well as the extent and number of additional studies that we may be required to conduct; • our ability to advance our therapeutic candidates into clinical trials or to successfully complete our preclinical studies or clinical trials; • our reliance on third parties to conduct key portions of our clinical trials, including data management services, and the potential for those third parties to not perform satisfactorily; • our ability to establish and maintain corporate collaborations; • that products we promote or commercialize may be withdrawn from the market by regulatory authorities and our need to comply with continuing laws, regulations and guidelines to maintain clearances and approvals for our products; • our ability to acquire products approved for marketing in the U.S. that achieve commercial success and to maintain our own marketing and commercialization capabilities; • the research, manufacturing, clinical development, commercialization, and market acceptance of our therapeutic candidates or commercial products; • the properties and characteristics of our therapeutic candidates and of the results observed with our therapeutic candidates in research, preclinical studies or clinical trials; • the implementation of our business model, strategic plans for our business, therapeutic candidates and commercial products; • the impact of other companies and technologies that compete with us within our industry; • our estimates of the markets, their size, characteristics and their potential for our therapeutic candidates and commercial products and our ability to serve those markets; • the scope of protection we are able to establish and maintain for intellectual property rights covering our therapeutic candidates and our ability to operate our business without infringing or violating the intellectual property rights of others; • parties from whom we license or acquire our intellectual property defaulting in their obligations toward us; • the failure by a licensor or a partner of ours to meet their respective obligations under our acquisition, in-license or other development or commercialization agreements or renegotiate the obligations under such agreements, or if other events occur that are not within our control, such as bankruptcy of a licensor or otherwisea partner; • our ability to implement and maintain network systems and controls that are effective at preventing cyber-attacks, except as otherwise required by lawmalware intrusions, malicious viruses and ransomware threats; and • the impact of the political and security situation in Israel and in the U.S. on our business.
Appears in 1 contract
Sources: Sales Agreement
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectus, any prospectus supplement and the other documents we have filed with the SEC that are incorporated herein by reference herein or therein contain forward-looking statements within that involve substantial risks and uncertainties. All statements, other than statements of historical facts, regarding our strategy, future operations, future financial position, future revenues, projected costs, prospects, plans, objectives of management or other financial items are forward-looking statements. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We may not actually achieve the meaning plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. We have included important factors in the cautionary statements included in this prospectus, particularly as set forth and incorporated by reference in the “Risk Factors” section above, that we believe could cause actual results or events to differ materially from the forward-looking statements that we make. Our forward-looking statements do not reflect the potential impact of Section 27A any future acquisitions, mergers, dispositions, joint ventures, collaborations or investments we may make. You should read this prospectus, any supplements to this prospectus and the documents that we incorporate by reference in this prospectus completely and with the understanding that our actual future results may be materially different from what we expect. We do not assume any obligation to update any forward-looking statements, except as otherwise required by law. We advise you, however, to consult any further disclosures we make on related subjects in our future annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K we file with or furnish to the SEC. Unless otherwise specified in a prospectus supplement accompanying this prospectus, the net proceeds from the sale of the securities to which this prospectus relates will be used for general corporate purposes. General corporate purposes may include repayment of debt, acquisitions, additions to working capital, capital expenditures, research and development, and investments in our subsidiaries. Net proceeds may be temporarily invested prior to use. We may sell the offered securities in any of the ways described below or in any combination or any other way set forth in an applicable prospectus supplement from time to time: • to or through underwriters or dealers; • through one or more agents; or • directly to purchasers or to a single purchaser. The distribution of the securities may be effected from time to time in one or more transactions: • at a fixed price, or prices, which may be changed from time to time; • at market prices prevailing at the time of sale; • at prices related to such prevailing market prices; or • at negotiated prices. Each prospectus supplement will describe the method of distribution of the securities and any applicable restrictions. The prospectus supplement with respect to the securities of a particular series will describe the terms of the offering of the securities, including the following: • the name or names of any underwriters, dealers or agents and the amounts of securities underwritten or purchased by each of them; • the public offering price of the securities and the proceeds to us and any discounts, commissions or concessions allowed or reallowed or paid to dealers; and • any securities exchanges on which the securities may be listed. Any offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time. Only the agents or underwriters named in each prospectus supplement are agents or underwriters in connection with the securities being offered thereby. We may authorize underwriters, dealers or other persons acting as our agents to solicit offers by certain institutions to purchase securities from us pursuant to delayed delivery contracts providing for payment and delivery on the date stated in each applicable prospectus supplement. Each contract will be for an amount not less than, and the aggregate amount of securities sold pursuant to such contracts shall not be less nor more than, the respective amounts stated in each applicable prospectus supplement. Institutions with whom the contracts, when authorized, may be made include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and other institutions, but shall in all cases be subject to our approval. Delayed delivery contracts will be subject only to those conditions set forth in each applicable prospectus supplement, and each prospectus supplement will set forth any commissions we pay for solicitation of these contracts. Agents, underwriters and other third parties described above may be entitled to indemnification by us against certain civil liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”), or to contribution from us with respect to payments which the agents, underwriters or other third parties may be required to make in respect thereof. Agents, underwriters and Section 21E such other third parties may be customers of, engage in transactions with, or perform services for us in the ordinary course of business. One or more firms, referred to as “remarketing firms,” may also offer or sell the securities, if a prospectus supplement so indicates, in connection with a remarketing arrangement upon their purchase. Remarketing firms will act as principals for their own accounts or as our agents. These remarketing firms will offer or sell the securities in accordance with the terms of the securities. Each prospectus supplement will identify and describe any remarketing firm and the terms of its agreement, if any, with us and will describe the remarketing firm’s compensation. Remarketing firms may be deemed to be underwriters in connection with the securities they remarket. Remarketing firms may be entitled under agreements that may be entered into with us to indemnification by us against certain civil liabilities, including liabilities under the Securities Act, and may be customers of, engage in transactions with or perform services for us in the ordinary course of business. Certain underwriters may use this prospectus and any accompanying prospectus supplement for offers and sales related to market- making transactions in the securities. These underwriters may act as principal or agent in these transactions, and the sales will be made at prices related to prevailing market prices at the time of sale. The securities we offer may be new issues of securities and may have no established trading market. The securities may or may not be listed on a securities exchange. Underwriters may make a market in these securities, but will not be obligated to do so and may discontinue any market making at any time without notice. We can make no assurance as to the liquidity of, or the existence of trading markets for, any of the securities. Certain persons participating in an offering may engage in overallotment, stabilizing transactions, short covering transactions and penalty bids in accordance with rules and regulations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Overallotment involves sales in excess of the offering size, that which create a short position. Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum. Short covering transactions involve purchases of the securities in the open market after the distribution is completed to cover short positions. Penalty bids permit the underwriters to reclaim a selling concession from a dealer when the securities originally sold by the dealer are subject purchased in a short covering transaction to risks and uncertaintiescover short positions. Those activities may cause the price of the securities to be higher than it would otherwise be. If commenced, the underwriters may discontinue any of the activities at any time. We have based also may sell any of the securities through agents designated by us from time to time. We will name any agent involved in the offer or sale of these forward-looking statements securities and will list commissions payable by us to these agents in the applicable prospectus supplement. These agents will be acting on a best efforts basis to solicit purchases for the period of its appointment, unless stated otherwise in the applicable prospectuses. We may sell any of the securities directly to purchasers. In this case, we will not engage underwriters or agents in the offer and sale of these securities. We may engage in sales deemed to be “at the market offerings” as defined in Rule 415 promulgated under the Securities Act, including sales made directly on or through The NASDAQ Capital Market, the existing trading market for our current expectations and projections about future events. All statementscommon stock, sales made to or through a market maker other than statements on an exchange or otherwise, in negotiated transactions at market prices prevailing at the time of present sale or historical fact are forward-looking statementsat prices related to such prevailing market prices, and/or any other method permitted by law. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative The terms of such terms or other similar expressions. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to “at the market offerings” will be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. We caution you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including: • the timeline and our ability to develop and tool our facilities; • our product and software development timeline and expected start of production; • our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder; • changes in our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; • the implementation, market acceptance and success of our business model; • our ability to scale in a cost-effective manner; • developments and projections relating to our competitors and industry; • the impact of health epidemics, including the COVID-19 pandemic, and other economic, regulatory, political, weather and other events on our business and the actions we may take in response thereto; • our expectations regarding our intellectual property protection and not infringe on the rights of others; • our business, expansion plans and opportunities; • the outcome of any known and unknown litigation and regulatory proceedings; and • other risks set forth in the sector entitled “Risk Factors” in this prospectus, any related applicable prospectus supplement and in our reports filed with the SECsupplement. These statements are subject to known and unknown risks, uncertainties and assumptions that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statements, including the following: • We are an early stage company with a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future. • We may be unable engage an agent to adequately control act as a sales agent in such “at the costs associated market offerings” on a best efforts basis using commercially reasonable efforts consistent with our operationsnormal trading and sales practices, on mutually agreed terms between such agent and us. • Our business plans require a significant amount We will name any agent involved in such “at the market offerings” of capital. If we are unable securities and will list commissions payable by us to obtain sufficient funding or do not have access to capital, we will be unable to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affected. • If we fail to successfully build and tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production of our EVs could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses these agents in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if any, and may face risks if we are dependent on a small number of customers for a significant portion of our revenues. • If our EVs fail to perform as expected, our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K and subsequent Quarterly Report on Form 10-Q, which are incorporated by reference herein. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward- looking statements made in this applicable prospectus in the context of these risks and uncertainties. See “Where You Can Find More Information” and “Incorporation of Documents by Reference.” We caution you that the important factors referenced above may not contain all of the factors that are important to yousupplement. In addition, we canmay enter into derivative transactions with third parties, or sell securities not assure you that we covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement so indicates, in connection with those derivatives, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use securities pledged by us or borrowed from us or others to settle those sales or to close out any related open borrowings of stock, and may use securities received from us in settlement of those derivatives to close out any related open borrowings of stock. The third party in such sale transactions will realize the results or developments we expect or anticipate orbe an underwriter and, even if substantially realizednot identified in this prospectus, that they will result be named in the consequences applicable prospectus supplement (or affect us a post-effective amendment). In addition, we may otherwise loan or pledge securities to a financial institution or other third party that in turn may sell the securities short using this prospectus and an applicable prospectus supplement. Such financial institution or other third party may transfer its economic short position to investors in our operations securities or in connection with a concurrent offering of other securities. The specific terms of any lock-up provisions in respect of any given offering will be described in the way we expectapplicable prospectus supplement. In compliance with the guidelines of the Financial Industry Regulatory Authority, Inc., or FINRA, the maximum consideration or discount to be received by any FINRA member or independent broker dealer may not exceed 8% of the aggregate proceeds of the offering. The forward-looking statements included underwriters, dealers and agents may engage in this prospectus are made only as transactions with us, or perform services for us, in the ordinary course of the date hereof. We undertake no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by lawbusiness for which they receive compensation.
Appears in 1 contract
Sources: At Market Issuance Sales Agreement
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectus, any prospectus supplement and the documents incorporated by reference herein or therein contain “forward-looking statements statements” within the meaning of Section 27A of the Securities Act Act, and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), that are subject to risks and uncertainties. We have based these These forward-looking statements on reflect our current expectations views with respect to, among other things, future events and projections our financial performance. Any statements about our management’s expectations, beliefs, plans, predictions, forecasts, objectives, assumptions or future events. All statements, other than statements of present events or performance are not historical fact are facts and may be forward-looking statementslooking. In some casesThese statements are often, you can identify forward-looking statements by terminology but not always, made through the use of words or phrases such as “anticipate,” “believebelieves,” “continuecan,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possiblepredicts,” “potential,” “predict,” “project,” “should,” “will,” “wouldestimate,” “plans,” “projects,” “continuing,” “ongoing,” “expects,” “intends” and similar words or phrases. All forward-looking statements, expressed or implied, included herewith are expressly qualified in their entirety by the negative cautionary statements contained or referred to herein. The inclusion of such terms forward-looking information in this prospectus and the documents incorporated by reference herein should not be regarded as a representation by us or any other similar expressionsperson that the future plans, estimates or expectations contemplated by us will be achieved. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. Factors that may affect our results are disclosed in “Risk Factors” beginning on page 6 of this prospectus, and in the documents incorporated by reference into this prospectus and included or incorporated by reference in this prospectus. Some of the risks and uncertainties that may cause our actual results, performance or achievements to differ materially from those expressed include, but are not limited to, the following: • our plans and ability to execute product development, process development and preclinical development efforts successfully and on our anticipated timelines; • our plans and ability to obtain marketing approval from the U.S. Food and Drug Administration (“FDA”) and other regulatory authorities, including the European Medicines Agency, for our bioengineered human acellular vessels (“HAVs”) and other product candidates; • our ability to design, initiate and successfully complete clinical trials and other studies for our product candidates and our plans and expectations regarding our ongoing or planned clinical trials, including for our ongoing V005 Phase II/III clinical trial and V007 Phase III clinical trial; • the outcome of our ongoing discussions with the FDA concerning the design of our ongoing V005 Phase II/III clinical trial, including determination of trial size; • our anticipated growth rate and market opportunities; • the potential liquidity and trading of our securities; • our ability to raise additional capital in the future; • our ability to use our proprietary scientific technology platform to build a pipeline of additional product candidates; • the characteristics and performance of our bioengineered human, acellular vessels (“HAVs”); • our plans and ability to commercialize our HAVs and other product candidates, if approved by regulatory authorities; • the expected size of the target populations for our product candidates; • the anticipated benefits of our HAVs relative to existing alternatives; • our assessment of the competitive landscape; • the degree of market acceptance of HAVs, if approved, and the availability of third-party coverage and reimbursement; • our ability to manufacture HAVs and other product candidates in sufficient quantities to satisfy our clinical trial and commercial needs; • our expectations regarding our strategic partnership with Fresenius Medical Care Holdings, Inc. to sell, market and distribute our 6 millimeter HAV for certain specified indications and in specified markets; • the performance of other third parties on which we rely, including our third-party manufacturers, our licensors, our suppliers and the organizations conducting our clinical trials; • our ability to obtain and maintain intellectual property protection for our product candidates as well as our ability to operate our business without infringing, misappropriating or otherwise violating the intellectual property rights of others; • our ability to maintain the confidentiality of our trade secrets, particularly with respect to our manufacturing process; • our compliance with applicable laws and regulatory requirements, including FDA regulations, healthcare laws and regulations, and anti-corruption laws; • our ability to attract, retain and motivate qualified personnel and to manage our growth effectively; • our future financial performance and capital requirements; • our ability to implement and maintain effective internal controls; • the use of proceeds from this offering, if any; and ▪ the impact of the COVID-19 pandemic on our business, including our manufacturing efforts, and our preclinical studies and clinical trials. We caution you that the foregoing list may not contain all of the forward-looking statements made in this prospectus. These forward-looking statements are only predictions based on our current expectations and projections about future events and are subject to known and unknown a number of risks, uncertainties and assumptions about us that may cause our actual resultsassumptions, levels including those described in “Risk Factors” and elsewhere in this prospectus. Moreover, we operate in a competitive industry, and new risks emerge from time to time. It is not possible for the management of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. We caution you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult Humacyte to predict and many all risks, nor can we assess the impact of all factors on our business or the extent to which are beyond our control. All forward-looking statements are subject to risks and uncertainties that any factor, or combination of factors, may cause actual results to differ materially from those that we expected, including: • the timeline and our ability to develop and tool our facilities; • our product and software development timeline and expected start of production; • our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performance, including financial projections and business metrics and contained in any underlying assumptions thereunder; • changes in our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; • the implementation, market acceptance and success of our business model; • our ability to scale in a costforward-effective manner; • developments and projections relating to our competitors and industry; • the impact of health epidemics, including the COVID-19 pandemic, and other economic, regulatory, political, weather and other events on our business and the actions looking statements we may take in response thereto; • our expectations regarding our intellectual property protection and not infringe on the rights make. In light of others; • our business, expansion plans and opportunities; • the outcome of any known and unknown litigation and regulatory proceedings; and • other risks set forth in the sector entitled “Risk Factors” in this prospectus, any related prospectus supplement and in our reports filed with the SEC. These statements are subject to known and unknown these risks, uncertainties and assumptions that could cause actual results to differ materially from those projected or otherwise implied by assumptions, the forward-looking statements, including the following: • We are an early stage company with a history of losses events and expect to incur significant expenses and continuing losses for the foreseeable future. • We may be unable to adequately control the costs associated with our operations. • Our business plans require a significant amount of capital. If we are unable to obtain sufficient funding or do not have access to capital, we will be unable to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affected. • If we fail to successfully build and tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We circumstances discussed in this prospectus may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma occur, and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production of our EVs actual results could increase our capital expenditures differ materially and delay adversely from those anticipated or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses implied in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if any, and may face risks if we are dependent on a small number of customers for a significant portion of our revenues. • If our EVs fail to perform as expected, our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K and subsequent Quarterly Report on Form 10-Q, which are incorporated by reference herein. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward- looking statements made in this prospectus in the context of these risks and uncertainties. See “Where You Can Find More Information” and “Incorporation of Documents by Reference.” We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expectprospectus. The forward-looking statements included in this prospectus are made only as of the date hereof. You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in our forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. We do not undertake no any obligation to update or revise publicly any forward-looking statement as a result statements for any reason after the date of new information, future events this prospectus to conform these statements to actual results or otherwiseto changes in expectations, except as otherwise required by law. You should read this prospectus, the documents that have been filed as exhibits to the registration statement of which this prospectus forms a part, and any accompanying prospectus supplement with the understanding that the actual future results, levels of activity, performance, events and circumstances of Humacyte may be materially different from what is expected.
Appears in 1 contract
Sources: Open Market Sale Agreement
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectusprospectus supplement, any the accompanying prospectus supplement and the documents incorporated by reference herein or therein contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), that are subject to risks and uncertainties. We have based these forward-looking statements on our current expectations and projections about future events. All statements, other than statements of present or historical fact are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative of such terms or other similar expressions. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. We caution you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including: • the timeline and our ability to develop and tool our facilities; • our product and software development timeline and expected start of production; • our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder; • changes in our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; • the implementation, market acceptance and success of our business model; • our ability to scale in a cost-effective manner; • developments and projections relating to our competitors and industry; • the impact of health epidemics, including the COVID-19 pandemic, and other economic, regulatory, political, weather and other events on our business and the actions we may take in response thereto; • our expectations regarding our intellectual property protection and not infringe on the rights of others; • our business, expansion plans and opportunities; • the outcome of any known and unknown litigation and regulatory proceedings; and • other risks set forth in the sector entitled “Risk Factors” in this prospectus, any related prospectus supplement and in our reports filed with the SEC. These statements are subject to known and unknown risks, uncertainties and assumptions that assumptions, many of which are difficult to predict and are beyond our control and could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statements, including the following: . Below is a summary of certain material factors that may make an investment in our common stock speculative or risky. • We are an early stage company with a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future. • We may be unable to adequately control the costs associated with our operations. • Our current business plans require a significant amount of capital. If we are unable to obtain sufficient funding or do not have access to capital, we will be unable to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affected. • Our management has performed an analysis of our ability to continue as a going concern and has identified substantial doubt about our ability to continue as a going concern. If we fail are unable to successfully build and tool our manufacturing facilities obtain sufficient additional funding or if our manufacturing facilities become inoperabledo not have access to additional capital, we will be unable to produce our vehicles and execute our business will plans and could be harmedrequired to terminate or significantly curtail our operations. • We may not have been notified by The Nasdaq Stock Market LLC of our failure to comply with certain continued listing requirements and, if we are unable to regain compliance with all applicable continued listing requirements and standards of Nasdaq, our common stock could be able to realize delisted from Nasdaq, which would have an adverse impact on the trading, liquidity, and market price of our common stock. • Adverse developments affecting the financial services industry, such as actual events or concerns involving liquidity, defaults or non-dilutive performance by financial incentives offered by the States of Oklahoma institutions could adversely affect our current financial condition and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production of our EVs could increase our capital expenditures and delay or inhibit production of our EVsprojected business operations. • We have not achieved positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase increases the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs electric vehicles (“EVs”) successfully. • We are highly dependent on the service services of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • We face significant barriers to manufacture and bring our EVs to market, and if we cannot successfully overcome those barriers our business will be negatively impacted. • Customers who have committed to purchase significant amounts of our vehicles may purchase significantly fewer vehicles than we currently anticipate or none at all. In that case, we will not realize the revenue we expect from these customers. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if any, and may face risks if we are dependent on a small number of customers for a significant portion of our revenues. • If our EVs fail to perform as expected, our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, and if unsuccessful, unsuccessful may impact our business prospects and results of operations. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • If we fail to successfully build and tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production of our EVs could increase our capital expenditures and delay or inhibit production of our EVs. • We have no experience to date in high volume manufacture of our EVs. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, services we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legalEconomic, regulatory regulatory, political and legislative uncertainty in how our go-to-market models will be interpreted under existing and future lawother events, including the potential inability to protect rise in interest rates, heightened inflation, slower growth or recession, issues with supply chain, shortage of labor and the war in Ukraine, adversely affect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a resultfinancial results. • The automotive market is highly competitive Our ability to meet the timelines we have established for production and technological developments by our competitors may adversely affect the demand for manufacturing milestones of our EVs is uncertain. Importantly, the summary above does not address all the risks and uncertainties that we face. Additional discussion of the risks and uncertainties summarized herein, as well as other risks and uncertainties that we face, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our competitiveness most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, which are incorporated by reference herein. The above summary is qualified in this industryits entirety by those more complete discussions of such risks and uncertainties. Given these such risks and uncertainties, you should not place undue reliance on these forward-looking statements. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K and subsequent Quarterly Report on Form 10-Q, which are incorporated by reference herein. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward- looking statements made in this prospectus in the context of these risks and uncertainties. See “Where You Can Find More Information” and “Incorporation of Documents by Reference.” We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we We cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. In addition, even if our results or operations, financial condition and liquidity, and developments in the industry in which we operate are consistent with forward-looking statements, those results or developments may not be indicative of results or developments in subsequent periods. The forward-looking statements included in this prospectus are made only as of the date hereof. We undertake no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.
Appears in 1 contract
Sources: Equity Distribution Agreement
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectus supplement, the accompanying prospectus, the other documents we have filed with the SEC that are incorporated herein and therein by reference, and any free writing prospectus supplement and the documents incorporated by reference herein or therein that we have authorized for use in connection with this offering contain forward-looking statements within the meaning of Section 27A of the Securities Act concerning our business, operations and Section 21E of the Securities financial performance and Exchange Act of 1934condition, as amended (the “Exchange Act”)well as our plans, objectives and expectations for our business operations and financial performance and condition. Any statements contained herein that are subject to risks and uncertainties. We have based these forward-looking statements on our current expectations and projections about future events. All statements, other than not statements of present or historical fact are facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “aim,” “anticipate,” “assume,” “believe,” “contemplate,” “continue,” “could,” “due,” “estimate,” “expect,” “intendsgoal,” “intend,” “may,” “mightobjective,” “plan,” “possiblepredict,” “potential,” “predictpositioned,” “projectseek,” “should,” “target,” “will,” “would,” and other similar expressions that are predictions of or indicate future events and future trends, or the negative of such these terms or other similar expressionscomparable terminology, but these words are not the exclusive means of identifying forward-looking statements. These Our forward-looking statements may include or relate to our beliefs, expectations, plans and/or assumptions with respect to the following, many of which are, and will be, amplified by the COVID-19 pandemic: ● the impact of global health concerns, including the impact of the COVID-19 pandemic on the economies and financial markets and the demand for our products; ● state, local and federal regulatory frameworks affecting the industries in which we compete, including the wind energy industry, and the related extension, continuation or renewal of federal tax incentives and grants and state renewable portfolio standards as well as new or continuing tariffs on steel or other products imported into the U.S.; ● our customer relationships and our substantial dependency on a few significant customers and our efforts to diversify our customer base and sector focus and leverage relationships across business units; ● the economic and operational stability of our significant customers and suppliers, including their respective supply chains, and the ability to source alternative suppliers as necessary, in light of the COVID-19 pandemic; ● our ability to continue to grow our business organically and through acquisitions, and the impairment thereto by the impact of the COVID-19 pandemic; ● the production, sales, collections, customer deposits and revenues generated by new customer orders and our ability to realize the resulting cash flows; ● information technology failures, network disruptions, cybersecurity attacks or breaches in data security, including with respect to any remote work arrangements implemented in response to the COVID-19 pandemic; ● the sufficiency of our liquidity and alternate sources of funding, if necessary; ● our ability to realize revenue from customer orders and backlog; ● our ability to operate our business efficiently, comply with our debt obligations, manage capital expenditures and costs effectively, and generate cash flow; ● the economy, including its stability in light of the COVID-19 pandemic, and the potential impact it may have on our business, including our customers; ● the state of the wind energy market and other energy and industrial markets generally and the impact of competition and economic volatility in those markets; ● the effects of market disruptions and regular market volatility, including fluctuations in the price of oil, gas and other commodities; ● competition from new or existing industry participants including, in particular, increased competition from foreign tower manufacturers; ● the effects of the change of administrations in the U.S. federal government; ● our ability to successfully integrate and operate acquired companies and to identify, negotiate and execute future acquisitions; ● the potential loss of tax benefits if we experience an “ownership change” under Section 382; ● our ability to utilize various relief options enabled by the CARES Act, including our ability to receive forgiveness of the notes and related documents with CIBC Bank USA under the PPP established under the CARES Act; ● the limited trading market for our securities and the volatility of market price for our securities; ● the impact of future sales of our common stock or securities convertible into our common stock on our stock price; ● our expectations with respect to use of proceeds; and ● other risks and uncertainties including those listed under the section titled “Risk Factors.” These statements are based on information currently available to us and are subject to known and unknown various risks, uncertainties and assumptions about us other factors that may could cause our actual resultsgrowth, levels results of activityoperations, performance financial condition, cash flows, performance, business prospects and opportunities to differ materially from those expressed in, or achievements to be implied by, these statements. You should read this prospectus supplement, the accompanying prospectus, the other documents we have filed with the SEC that are incorporated herein and therein by reference, and any free writing prospectus that we have authorized for use in connection with this offering completely and with the understanding that our actual results may differ materially different from any future results, levels of activity, performance or achievements what we expect as expressed or implied by such our forward-looking statements. We caution you that these qualify all of the forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including: • the timeline and our ability to develop and tool our facilities; • our product and software development timeline and expected start of production; • our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder; • changes in our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; • the implementation, market acceptance and success of our business model; • our ability to scale in a cost-effective manner; • developments and projections relating to our competitors and industry; • the impact of health epidemics, including the COVID-19 pandemic, and other economic, regulatory, political, weather and other events on our business and the actions we may take in response thereto; • our expectations regarding our intellectual property protection and not infringe on the rights of others; • our business, expansion plans and opportunities; • the outcome of any known and unknown litigation and regulatory proceedings; and • other risks set forth in the sector entitled “Risk Factors” in this prospectus, any related prospectus supplement and in our reports filed with the SEC. These statements are subject to known and unknown risks, uncertainties and assumptions that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statements, including the following: • We are an early stage company with a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future. • We may be unable to adequately control the costs associated with our operations. • Our business plans require a significant amount of capital. If we are unable to obtain sufficient funding or do not have access to capital, we will be unable to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affected. • If we fail to successfully build and tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production of our EVs could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if any, and may face risks if we are dependent on a small number of customers for a significant portion of our revenues. • If our EVs fail to perform as expected, our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K and subsequent Quarterly Report on Form 10-Q, which are incorporated by reference herein. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety foregoing documents by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward- looking statements made in this prospectus in the context of these risks and uncertainties. See “Where You Can Find More Information” and “Incorporation of Documents by Referencestatements.” We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this prospectus are made only as of the date hereof. We undertake no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.
Appears in 1 contract
Sources: Equity Distribution Agreement
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectus, any prospectus supplement and the documents incorporated by reference herein or therein contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), that are subject to risks and uncertainties. We have based Many of these forward-looking statements can be identified by use of words such as may, will, expect, anticipate, approximate, estimate, assume, continue, model, project, plan, goal, preliminary, and similar words and phrases, although the absence of those words does not necessarily mean that statements are not forward-looking. Our actual results and future financial condition may differ materially from those expressed in any such forward-looking statements as a result of many factors. Such factors include, without limitation: • general economic conditions including the recent supply chain disruptions, labor shortages, wage pressures, rising inflation and the ongoing military conflict between Russia and Ukraine; • challenges related to our relationships with our suppliers, including the failure of our suppliers to supply us with the necessary volume and type of products; • the impact of cost-saving measures; • our inability to generate sufficient cash to service all of our indebtedness or our ability to access additional capital; • our inability to complete our expected credit financings; • changes to our credit rating or the terms on which vendors or others will provide us credit; • the impact of strategic changes, including the reaction of customers to such changes; • a challenging overall macroeconomic environment and a highly competitive retailing environment; • risks associated with the ongoing COVID-19 pandemic and the governmental responses to it, including its impacts across our businesses on demand and operations, as well as on the operations of our suppliers and other business partners, and the effectiveness of our and governmental actions taken in response to these risks; • changing consumer preferences, spending habits and demographics; • demographics and other macroeconomic factors that may impact the level of spending for the types of merchandise sold by us; • challenges in executing our omni-channel and transformation strategy, including our ability to establish and profitably maintain the appropriate mix of digital and physical presence in the markets we serve; • our ability to successfully execute our store fleet optimization strategies, including our ability to achieve anticipated cost savings and to not exceed anticipated costs; • our ability to execute on any additional strategic transactions and realize the benefits of any acquisitions, partnerships, investments or divestitures; • disruptions to our information technology systems, including but not limited to security breaches of systems protecting consumer and employee information or other types of cybercrimes or cybersecurity attacks; • damage to our reputation in any aspect of our operations; • the cost of labor, merchandise, logistical costs and other costs and expenses; • potential supply chain disruption due to trade restrictions or otherwise, and other factors such as natural disasters, pandemics, political instability, labor disturbances, product recalls, financial or operational instability of suppliers or carriers, and other items; • inflation and the related increases in costs of materials, labor and other costs; • inefficient management of relationships and dependencies on third-party service providers; • our ability to attract and retain qualified employees in all areas of the organization; • unusual weather patterns and natural disasters, including the impact of climate change; • uncertainty and disruptions in financial markets; • volatility in the price of our common stock and its effect, and the effect of other factors, on our current expectations capital allocation strategy; • changes to statutory, regulatory and projections about future eventsother legal requirements or deemed noncompliance with such requirements; • changes to accounting rules, regulations and tax laws, or new interpretations of existing accounting standards or tax laws; • new, or developments in existing, litigation, claims or assessments; and • a failure of our business partners to adhere to appropriate laws, regulations or standards. All statementsExcept as required by law, other than statements of present or historical fact are we do not undertake any obligation to update our forward-looking statements. In some casesThese statements are based on our management’s beliefs and assumptions, you can identify which in turn are based on currently available information. These assumptions could prove inaccurate. Any forward-looking statements statement we make in this prospectus supplement, the documents incorporated by terminology such reference or elsewhere speaks only as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” or of the negative of such terms or date on which we make it. The risks identified above are not exhaustive, and you should be aware that there may be other similar expressionsrisks that could adversely affect our business and financial performance. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. We caution you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. All forward-looking statements are subject to New risks and uncertainties that arise from time to time, and it is impossible for us to predict these events or how they may affect us. In any event, these and other important factors, including those set forth under the caption “Risk Factors” in this prospectus supplement and the documents incorporated by reference, may cause actual results to differ materially from those that we expected, including: • the timeline and indicated by our ability to develop and tool our facilities; • our product and software development timeline and expected start of production; • our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder; • changes in our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; • the implementation, market acceptance and success of our business model; • our ability to scale in a costforward-effective manner; • developments and projections relating to our competitors and industry; • the impact of health epidemics, including the COVID-19 pandemiclooking statements. We have no duty, and other economicdo not intend, regulatory, political, weather and other events on our business and the actions we may take in response thereto; • our expectations regarding our intellectual property protection and not infringe on the rights of others; • our business, expansion plans and opportunities; • the outcome of any known and unknown litigation and regulatory proceedings; and • other risks set forth in the sector entitled “Risk Factors” in this prospectus, any related prospectus supplement and in our reports filed with the SEC. These statements are subject to known and unknown risks, uncertainties and assumptions that could cause actual results to differ materially from those projected update or otherwise implied by revise the forward-looking statementsstatements we make in this prospectus supplement, including the following: • We are an early stage company with a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future. • We may be unable to adequately control the costs associated with our operations. • Our business plans require a significant amount of capital. If we are unable to obtain sufficient funding documents incorporated by reference or do not have access to capitalelsewhere, we will be unable to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affected. • If we fail to successfully build and tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production of our EVs could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if any, and may face risks if we are dependent on a small number of customers for a significant portion of our revenues. • If our EVs fail to perform except as expected, our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a resultby law. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. Given In light of these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” keep in our most recent Annual Report on Form 10-K and subsequent Quarterly Report on Form 10-Q, which are incorporated by reference herein. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward- looking statements made in this prospectus in the context of these risks and uncertainties. See “Where You Can Find More Information” and “Incorporation of Documents by Reference.” We caution you mind that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results future events or developments we expect or anticipate or, even if substantially realized, that they will result circumstances described in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this prospectus are made only as of the date hereof. We undertake no obligation to update or revise any forward-looking statement we make in this prospectus supplement, the documents incorporated by reference or elsewhere might not occur. We currently intend to use the net proceeds, after deducting the agent’s commissions and our offering expenses, that we receive upon the issuance and sale of shares of our common stock by us to or through the agent for general corporate purposes, which may include the repayment, refinancing, redemption or repurchase of existing indebtedness, working capital or capital expenditures, acquisitions and other investments. The amount of proceeds we will receive from this offering, if any, will depend upon the actual number of shares of our common stock sold and the market price at which such shares are sold. Because there is no minimum offering amount required as a result of new informationcondition to close this offering, future events or otherwisethe actual total public offering amount, except as otherwise required by lawcommissions and proceeds to us, if any, are not determinable at this time.
Appears in 1 contract
Sources: Open Market Sale Agreement
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectus, any accompanying prospectus supplement and the documents incorporated by reference herein and therein may include statements that express our and our subsidiaries’ opinions, expectations, beliefs, plans, objectives, assumptions or therein contain projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements.” These forward-looking statements within can generally be identified by the meaning use of Section 27A of the Securities Act and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), that are subject to risks and uncertainties. We have based these forward-looking statements on our current expectations and projections about future events. All statementsterminology, other than statements of present or historical fact are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as including the terms “anticipatebelieves,” “believeestimates,” “continueanticipates,” “couldexpects,” “estimateseeks,” “expectprojects,” “forecasts,” “intends,” “plans,” “may,” “might,will” “plan,” “possible,” “potential,” “predict,” “project,” or “should,” “will,” “would” or the or, in each case, their negative of such terms or other similar expressionsvariations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They may appear in a number of places throughout this prospectus, any accompanying prospectus supplement and the documents incorporated by reference herein and therein and these forward-looking statements reflect management’s expectations regarding our future growth, results of operations, operational and financial performance and business prospects and opportunities. Such forward-looking statements are based on available current market material and management’s expectations, beliefs and forecasts concerning future events impacting our business. Factors that may impact such forward-looking statements include, but are not limited to, statements concerning: • The timing, completion and estimated production capacity of our proposed small-scale facility (“SSF”) and proposed large-scale complex; • The outputs from our proposed SSF and their impact on future estimates and potential studies regarding our proposed large-scale complex; • Unanticipated costs or delays associated with our proposed SSF; • Use of our injection-recovery ▇▇▇▇▇ for extraction once our proposed SSF and large-scale complex is complete; • Our ability to successfully and economically extract boron and lithium from colemanite and lithium rich minerals; • The quantities of resources we expect to be able to extract and our production capabilities; • The timing of completing and the expected ability of our proposed SSF facility to serve as a foundation for future design, engineering and cost optimization for our proposed large-scale complex; • Our ability to secure the requisite funding for the successful engineering, development, construction, completion and operation of our proposed facilities; • The timing and viability of achieving initial commercial production; • Our ability to commercialize our output and to enter into commercial agreements; • The total addressable market for materials we intend on producing and selling, including its current size, growth trajectory and the underlying factors that may drive growth in the overall market size; • The cost and availability of natural gas and electricity; • Our ability to timely and successfully reach anticipated full commercial production capacity; • Our ability to achieve and maintain profitability and to develop and maintain positive cash flow from our proposed operating activities; • Our ability to enter into and deliver product under binding supply agreements; • Our ability to acquire and maintain the necessary mining licenses, permits and access rights; • Our ability to acquire and maintain the necessary mineral property interests and related water rights; • The demand for borates and lithium and the market for their end-use applications; and • Our ability to develop downstream advanced materials capabilities. These forward-looking statements are subject to a number of risks and uncertainties, including: • Our ability to implement and recognize benefits from certain reduced spending measures; • The substantial doubt regarding our ability to continue as a going concern and our need to raise substantial additional funding, which may not be available on acceptable terms, if at all, to be able to continue as a going concern and advance the Fort ▇▇▇▇ Project (the “Project”); • Our limited operating history in the borates and lithium industries and no revenue from our proposed extraction operations at our properties; • Our need for substantial additional financing, both in the near-term and long-term,to execute our business plan and our ability to access capital and the financial markets; • Our status as an exploration stage company dependent on a single project with no known mineral reserves and unknown the inherent uncertainty in estimates of mineral resources; • Our lack of history in mineral production and the significant risks associated with achieving our business strategies, including our downstream processing ambitions; • We have incurred significant net operating losses to date and we anticipate incurring continued losses for the foreseeable future; • Risks and uncertainties relating to the development of the Project in ▇▇▇▇▇▇▇▇ Springs, CA; • Risks related to our ability to prepare and update further technical and economic analysis of the Project, and the timing thereof; • Our dependence on a single project; • Risks related to our ability to achieve and maintain profitability and to develop positive cash flow from our operating activities; • Risks, including changes in technology, that could adversely affect the demand for end use applications that require borates, lithium, and related minerals and compounds; • Our long-term success is dependent on our ability to enter into and deliver product under supply agreements; • Risks related to estimates of our total addressable market; • The costs and availability of natural gas, electricity, and water; • Uncertain global economic conditions and the impact this may have on our business and plans; • Macroeconomic risks; • Government efforts to combat inflation, uncertainties along with other interest rate pressures arising from an inflationary economic environment, could lead to higher financing and assumptions about us project completion costs. • Risks associated with our ongoing investment in the Project; • Risks associated with the required infrastructure at the Project; • Risks related to the titles of our mineral property interests and related water rights; • Any restrictions on our ability to obtain, recycle, and dispose of water on site; • Risks related to land use restrictions on our properties; • Risks related to volatility in prices or demand for borates, lithium, and other minerals; • Fluctuations in the U.S. dollar relative to other currencies; • Risks related to mineral exploration and development; • Risks related to equipment shortages and supply chain disruptions; • Risks associated with any of our customers, suppliers, or any third parties not implementing ethical or legal business practices in compliance with applicable laws and regulations; • Competition from new or current competitors in the mineral exploration and mining industry; • Risks associated with consolidation in the markets in which we operate and expect to operate; • Risks related to compliance with environmental and regulatory requirements, reclamation requirements, the potential generation and disposal of hazardous waste, climate change, and the proposed SEC rules on climate-related disclosures; • Risks related to our ability to acquire and maintain necessary mining licenses, permits, or access rights; • Litigation risk; • Risks related to our main operations being located in California and our engagement with local communities; • Our dependence on key management and third parties; • Risks related to potential acquisitions, joint ventures, and other investments; • Risks related to public health threats, including the novel coronavirus, that may continue to cause disruptions to our operations or may have a material adverse effect on our development plans and financial results; • Information technology risks; • Risks and costs relating to the Reorganization; • Risks related to the possible dilution of our Common Stock; • Risks related to our stock price and trading volume volatility; • Risks relating to the development of an active trading market for our Common Stock; • Risks related to our status as an emerging growth company; • Risks related to technology systems and security breaches; • A shortage of skilled technicians and engineers; • Risks related to technology systems and security breaches; • Our facilities of operations could be adversely affected by outside events outside of our control, such as natural disasters, climate change, wars, or health epidemics or pandemics; • Risks and uncertainties related to the COVID-19 pandemic; • Our increased costs as a result of being a U.S. listed public company; • Strategic actions, including acquisitions and dispositions of investments, including but not limited to integrations of acquiring investments; • Risks associated with the Convertible Notes; • Risk of insufficient cash flow to service the Convertible Notes; • Risk of foreclosure on our assets if we default on the Convertible Notes; • Risk of dilution of the ownership interest of our existing stockholders if the Convertible Notes are converted; • Risk of adverse impact on the price of our Common Stock if the Convertible Notes are converted; • Risks associated with limitations on our ability to raise money through equity offerings and to incur additional indebtedness imposed by the Amended and Restated Note Purchase Agreement; and • Any other risks described elsewhere in this registration statement or the documents incorporated herein by reference. If any of these risks materialize or our assumptions prove incorrect, actual results, levels of activity, performance or achievements to be results could differ materially different from any future results, levels of activity, performance or achievements expressed or the results implied by such forward-these forward- looking statements. We caution you These and other factors that these could cause actual results to differ from those implied by the forward-looking statements in this prospectus, any accompanying prospectus supplement and the documents incorporated by reference herein and therein are subject more fully described under the heading “Risk Factors” and elsewhere in this prospectus. The risks described under the heading “Risk Factors” are not exhaustive. Other sections of this prospectus and any accompanying prospectus supplement describe additional factors that could adversely affect the business, financial condition or results of operations of the Company. New risk factors emerge from time to numerous risks time and uncertainties, most of which are difficult it is not possible to predict and many all such risk factors, nor can the Company assess the impact of all such risk factors on the business of the Company or the extent to which are beyond our control. All forward-looking statements are subject to risks and uncertainties that any factor or combination of factors may cause actual results to differ materially from those that we expected, including: • the timeline and our ability to develop and tool our facilities; • our product and software development timeline and expected start of production; • our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performance, including financial projections and business metrics and contained in any underlying assumptions thereunder; • changes in our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; • the implementation, market acceptance and success of our business model; • our ability to scale in a cost-effective manner; • developments and projections relating to our competitors and industry; • the impact of health epidemics, including the COVID-19 pandemic, and other economic, regulatory, political, weather and other events on our business and the actions we may take in response thereto; • our expectations regarding our intellectual property protection and not infringe on the rights of others; • our business, expansion plans and opportunities; • the outcome of any known and unknown litigation and regulatory proceedings; and • other risks set forth in the sector entitled “Risk Factors” in this prospectus, any related prospectus supplement and in our reports filed with the SEC. These statements are subject to known and unknown risks, uncertainties and assumptions that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statements, including the following: • We are an early stage company with a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future. • We may be unable to adequately control the costs associated with our operations. • Our business plans require a significant amount of capital. If we are unable to obtain sufficient funding or do not have access to capital, we will be unable to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affected. • If we fail to successfully build and tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production of our EVs could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if any, and may face risks if we are dependent on a small number of customers for a significant portion of our revenues. • If our EVs fail to perform as expected, our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K and subsequent Quarterly Report on Form 10-Q, which are incorporated by reference herein. All written and oral forward-looking statements attributable to us, the Company or persons acting on our behalf, its behalf are expressly qualified in their entirety by these the foregoing cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward- looking statements made in this prospectus in the context of these risks and uncertainties. See “Where You Can Find More Information” and “Incorporation of Documents by Reference.” We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expectstatements. The forward-looking statements included in this prospectus are made only as of the date hereof. We undertake Company undertakes no obligation to update or revise publicly any forward-looking statement statements, whether as a result of new information, future events or otherwise, except as otherwise required by law.
Appears in 1 contract
Sources: Equity Distribution Agreement
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectusprospectus supplement, any the accompanying prospectus and the information incorporated by reference in this prospectus supplement and the documents incorporated by reference herein or therein accompanying prospectus contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities and Exchange Act of 1934, as amended (amended, or the “Exchange Act”), that involve a number of risks and uncertainties. Although our forward-looking statements reflect the good faith judgment of our management, these statements can only be based on facts and factors currently known by us. Consequently, these forward-looking statements are inherently subject to risks and uncertainties. We have based these , and actual results and outcomes may differ materially from results and outcomes discussed in the forward-looking statements on our current expectations and projections about future eventsstatements. All statements, statements other than present and historical facts and conditions contained in this prospectus supplement, the accompanying prospectus and the information incorporated by reference in this prospectus supplement and the accompanying prospectus including statements regarding our future results of present or historical fact operations and financial positions, business strategy, plans and our objectives for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as The words “anticipate,” “believe,” “continuecan,” “could,” “estimate,” “expect,” “intendsintend,” “is designed to,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “projectobjective,” “should,” “willwould,” “would” or the negative of such these and similar expressions identify forward-looking statements. Forward-looking statements include, but are not limited to, statements about: • the success, cost, timing and potential indications of our product candidates’ development activities and clinical trials, including our ongoing and future trials of linzagolix, ebopiprant (formerly OBE022) and nolasiban; • our ability to obtain and maintain regulatory approval of our product candidates, including linzagolix, ebopiprant and nolasiban, in any of the indications for which we plan to develop them, and any related restrictions, limitations or warnings in the label of an approved product; • the results of ongoing or future clinical trials, including of linzagolix, ebopiprant and nolasiban; • our ability to obtain funding for our operations, including funding necessary to complete the clinical trials of any of our product candidates, and the terms on which we are able to raise that additional capital; • our plans to research, develop and commercialize our product candidates; • the timing of our regulatory filings for our product candidates; • the clinical utility of our product candidates; • the size and growth potential of the markets for our product candidates; • our commercialization, marketing and manufacturing capabilities and strategy; • our expectations regarding our ability to obtain and maintain intellectual property protection for our product candidates and our ability to operate our business without infringing on the intellectual property rights of others; • the timing and amount of milestone and royalty payments we are required to make under our license agreements; • our ability to attract and retain qualified employees and key personnel; • our ability to contract with third-party suppliers and manufacturers and their ability to perform adequately; • the activities of our competitors and the success of competing therapies that are or other similar expressionsbecome available; • our plans to in-license or acquire additional product candidates; • how long we will qualify as an emerging growth company or a foreign private issuer; • our estimates regarding future revenue, expenses and needs for additional financing; • our ability to build our commercialization organization; • the duration, severity and impact on our operations and clinical trials of the COVID-19 pandemic; and • regulatory developments in the United States and foreign countries. These The forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels a number of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. We caution you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from including those that we expected, including: • listed under the timeline and our ability to develop and tool our facilities; • our product and software development timeline and expected start of production; • our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder; • changes in our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; • the implementation, market acceptance and success of our business model; • our ability to scale in a cost-effective manner; • developments and projections relating to our competitors and industry; • the impact of health epidemics, including the COVID-19 pandemic, and other economic, regulatory, political, weather and other events on our business and the actions we may take in response thereto; • our expectations regarding our intellectual property protection and not infringe on the rights of others; • our business, expansion plans and opportunities; • the outcome of any known and unknown litigation and regulatory proceedings; and • other risks set forth in the sector entitled caption “Risk Factors” in this prospectusprospectus supplement, any related the accompanying prospectus and the information incorporated by reference in this prospectus supplement and in our reports filed with the SECaccompanying prospectus. These statements are subject to known and unknown risks, uncertainties and assumptions that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statements, including the following: • We are an early stage company with As a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future. • We may be unable to adequately control the costs associated with our operations. • Our business plans require a significant amount of capital. If we are unable to obtain sufficient funding or do not have access to capital, we will be unable to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affected. • If we fail to successfully build and tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production of our EVs could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if any, and may face risks if we are dependent on a small number of customers for a significant portion of our revenues. • If our EVs fail to perform as expected, our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K and subsequent Quarterly Report on Form 10-Q, which are incorporated by reference herein. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward- looking statements made in this prospectus in the context result of these risks and uncertainties. See “Where You Can Find More Information” and “Incorporation of Documents by Reference.” We caution you that the important factors referenced above may not contain all of the factors that are important to you. In additionfactors, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this prospectus are made only as supplement, the accompanying prospectus and the information incorporated by reference in this prospectus supplement and the accompanying prospectus will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the date hereofsignificant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame or at all. We undertake no obligation to publicly update or revise any forward-looking statement statements, whether as a result of new information, future events or otherwise, except as otherwise required by law. You should read this prospectus supplement, the accompanying prospectus and the information incorporated by reference in this prospectus supplement and the accompanying prospectus completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward- looking statements by these cautionary statements. This prospectus supplement, the accompanying prospectus and the information incorporated by reference in this prospectus supplement and the accompanying prospectus may contain market data and industry forecasts that were obtained from industry publications. These data involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. While we believe the market position, market opportunity and market size information included in this prospectus supplement, the accompanying prospectus and the information incorporated by reference in this prospectus supplement and the accompanying prospectus is generally reliable, such information is inherently imprecise.
Appears in 1 contract
Sources: Sales Agreement
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectus supplement, the accompanying prospectus, any prospectus supplement and the documents incorporated by reference herein or therein and therein, contain “forward-looking statements” within the meaning of the federal securities laws, which statements are subject to considerable risks and uncertainties. These forward-looking statements within are intended to qualify for the meaning of Section 27A of safe harbor from liability established by the Private Securities Act and Section 21E of the Securities and Exchange Litigation Reform Act of 1934, as amended (the “Exchange Act”), that are subject to risks and uncertainties. We have based these forward-looking statements on our current expectations and projections about future events1995. All statementsstatements included or incorporated by reference in this prospectus, other than statements of present or historical fact fact, are forward-looking statements. In some cases, you You can identify forward-looking statements by terminology the use of words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intendsintend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative of such terms terms, or other similar expressionscomparable terminology. These Forward-looking statements also include the assumptions underlying or relating to such statements. In particular, forward-looking statements included or incorporated by reference in this prospectus relate to, among other things, our future or assumed financial condition, results of operations, liquidity, business forecasts and plans, strategic plans and objectives, financing plans, customers, products and competitive environment. We caution you that the foregoing list may not include all of the forward-looking statements made in this prospectus. Our forward-looking statements are subject to known based on our management’s current assumptions and unknown risksexpectations about future events and trends, uncertainties and assumptions about us that which affect or may cause affect our actual resultsbusiness, levels of activitystrategy, performance operations or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statementsfinancial performance. We caution you Although we believe that these forward-looking statements are based upon reasonable assumptions, they are subject to numerous known and unknown risks and uncertainties, most uncertainties and are made in light of which are difficult information currently available to predict us. Our actual financial condition and many of which are beyond our control. All results could differ materially from those anticipated in these forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including: • the timeline and our ability to develop and tool our facilities; • our product and software development timeline and expected start as a result of production; • our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performancevarious factors, including financial projections and business metrics and any underlying assumptions thereunder; • changes in our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; • the implementation, market acceptance and success of our business model; • our ability to scale in a cost-effective manner; • developments and projections relating to our competitors and industry; • the impact of health epidemics, including the COVID-19 pandemic, and other economic, regulatory, political, weather and other events on our business and the actions we may take in response thereto; • our expectations regarding our intellectual property protection and not infringe on the rights of others; • our business, expansion plans and opportunities; • the outcome of any known and unknown litigation and regulatory proceedings; and • other risks those set forth in the sector section entitled “Risk Factors” in beginning on page S-5 of this prospectus, any related prospectus supplement and in our reports filed with the SEC. These statements are subject to known and unknown risks, uncertainties and assumptions that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statements, including the following: • We are an early stage company with a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future. • We may be unable to adequately control the costs associated with our operations. • Our business plans require a significant amount of capital. If we are unable to obtain sufficient funding or do not have access to capital, we will be unable to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affected. • If we fail to successfully build and tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production of our EVs could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase as well as the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if any, and may face risks if we are dependent on a small number of customers for a significant portion of our revenues. • If our EVs fail to perform as expected, our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our most recent Annual Report on Form 10-K and subsequent K, Quarterly Report Reports on Form 10-QQ and the other reports we file with the SEC. You should read this prospectus with the understanding that our actual future results may be materially different from and worse than what we expect. Moreover, which are incorporated by reference hereinwe operate in an evolving environment. All written New risk factors and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made uncertainties emerge from time to time in and it is not possible for our other SEC filings and public communications. You should evaluate management to predict all forward- looking statements made in this prospectus in the context of these risks risk factors and uncertainties. See “Where You Can Find More Information” and “Incorporation , nor can we assess the impact of Documents by Reference.” We caution you that all factors on our business or the important factors referenced above extent to which any factor, or combination of factors, may not contain all of the factors that are important cause actual results to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result differ materially from those contained in the consequences or affect us or our operations in the way we expect. The any forward-looking statements. Forward-looking statements included in this prospectus are made speak only as of the date hereof. We they were made, and, except to the extent required by law or Nasdaq Listing Rules, we undertake no obligation to update or revise review any forward-looking statement as a result because of new information, future events or otherwiseother factors. We qualify all of our forward-looking statements by these cautionary statements. We may issue and sell shares of our common stock having aggregate gross proceeds of up to $30.0 million from time to timeB. ecause there is no minimum offering amount required as a condition to close this offering, except the actual total public offering amount, commissions paid to the Sales Agent and proceeds to us, if any, are not determinable at this time. We estimate that the net proceeds from the sale of the shares of common stock that we are offering may be up to approximately $29.3 million, after deducting commissions payable to the Sales Agent and estimated offering expenses payable by us. We intend to use the net proceeds of this offering for working capital and other general corporate purposes. We have not yet determined the amount of net proceeds to be used specifically for any particular purposes or the timing of these expenditures. Accordingly, our management will have significant discretion and flexibility in applying the net proceeds from the sale of these securities, and investors will be relying on our judgment regarding the application of the net proceeds from this offering. Pending our use of the net proceeds from this offering, we intend to maintain the net proceeds as otherwise required by lawcash deposits or cash management instruments, such as U.S. government securities or money market mutual funds. We have never paid cash dividends on our common stock and do not anticipate declaring any dividends in the foreseeable future. We intend to use any excess cash for the development, operation and expansion of our business. The decision to pay cash dividends on our common stock rests with our board of directors and will depend on a number of factors, including our earnings, cash balance, capital requirements and financial condition. Investors in our common stock should not expect to receive dividend income on their investment, and investors will be dependent on the appreciation of our common stock, if any, to earn a return on their investment.
Appears in 1 contract
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectus, any Certain statements in this prospectus supplement and the documents incorporated by reference herein or therein contain may constitute “forward-looking statements statements” within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act Act, and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), that are subject to risks and uncertainties. We have based these Our forward-looking statements on our current expectations include, but are not limited to, statements regarding D-Wave’s and projections about D-Wave’s management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events. All statementsevents or circumstances, other than statements of present or historical fact including any underlying assumptions, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as the following words: “believe,” “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “trend,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “shouldpotential,” “willseem,” “wouldseek,” “future,” “outlook,” “forecast,” “projection,” “continue,” “ongoing,” or the negative of such these terms or other similar expressions. These comparable terminology, although not all forward-looking statements are subject to known and unknown contain these words. These statements involve risks, uncertainties uncertainties, and assumptions about us other factors that may cause our actual results, levels of activity, performance performance, or achievements to be materially different from any future results, levels of activity, performance or achievements the information expressed or implied by such these forward-looking statements. We caution you that these forward-looking statements are based on a combination of facts and factors currently known by us and our projections of the future, which are subject to numerous risks and uncertainties, most a number of which are difficult risks. Factors that might cause or contribute to predict and many of which are beyond our control. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from a material difference include those that we expected, including: • the timeline and our ability to develop and tool our facilities; • our product and software development timeline and expected start of production; • our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder; • changes in our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; • the implementation, market acceptance and success of our business model; • our ability to scale in a cost-effective manner; • developments and projections relating to our competitors and industry; • the impact of health epidemics, including the COVID-19 pandemic, and other economic, regulatory, political, weather and other events on our business discussed above and the actions we may take in response thereto; • our expectations regarding our intellectual property protection and not infringe on the rights of others; • our business, expansion plans and opportunities; • the outcome of any known and unknown litigation and regulatory proceedings; and • other risks set forth discussed in the sector entitled “Risk Factors” in this prospectus, any related prospectus supplement and in our reports filed Company’s other filings with the SEC. These statements are subject to known and unknown risks, uncertainties and assumptions that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statements, including the following: • We are an early stage company with a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future. • We may be unable to adequately control the costs associated with our operations. • Our business plans require a significant amount of capital. If we are unable to obtain sufficient funding or do not have access to capital, we will be unable to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affected. • If we fail to successfully build and tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production of our EVs could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if any, and may face risks if we are dependent on a small number of customers for a significant portion of our revenues. • If our EVs fail to perform as expected, our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. Given these risks and uncertainties, you You should not place undue reliance on these forward-looking statementsstatements in making an investment decision with respect to the securities offered under this prospectus supplement. We derive many of our These forward-looking statements from our operating budgets are not intended to serve as, and forecastsmust not be relied on as, which a guarantee, an assurance, a prediction or a definitive statement of fact or probability regarding future performance, events or circumstances. Many of the factors affecting actual performance, events and circumstances are based on many detailed assumptionsbeyond the control of D-Wave. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact As a result of a number of known factorsand unknown risks and uncertainties, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ or performance may be materially different from our expectations, those expressed or cautionary implied by these forward-looking statements, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K and subsequent Quarterly Report on Form 10-Q, which are incorporated by reference herein. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, set forth in this prospectus supplement are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings statements, and public communications. You should evaluate all forward- looking statements made in this prospectus in the context of these risks and uncertainties. See “Where You Can Find More Information” and “Incorporation of Documents by Reference.” We caution you there can be no assurance that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the actual results or developments we expect or anticipate anticipated by the Company will be realized or, even if substantially realized, that they will result in have the consequences expected consequence to or affect us effects on the Company or our operations in the way we expectits business or operations. The following discussion should be read in conjunction with the Company’s audited Consolidated Financial Statements and related notes thereto included elsewhere in this prospectus supplement. These forward-looking statements included in this prospectus are made only based on information available as of the date hereofof this prospectus supplement, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties and are not predictions of actual performance. We Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake no any obligation to update or revise any forward-looking statement statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as otherwise may be required by lawunder applicable securities laws.
Appears in 1 contract
Sources: Sales Agreement
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectusOffer to Purchase, any prospectus supplement and including the documents information incorporated into this Offer to Purchase by reference herein or therein contain reference, contains “forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), that are subject to statements,” which involve risks and uncertainties. We have based these forward-looking statements on our current expectations and projections about future events. All statements, other than statements of present historical facts, that are included in or historical fact are forward-looking statements. In some casesincorporated by reference into this Offer to Purchase, you can identify forward-looking statements by terminology or made in presentations, in response to questions or otherwise, that address activities, events or developments that the Company expects or anticipates to occur in the future, including such matters as capital allocation, future revenue and capital expenditures, business strategy, competitive strengths, goals, future acquisitions or dispositions, development of new products and services, market and industry developments and the growth of its business and operations (often, but not always, through the use of words or phrases such as “anticipatebelieves,” “believe,” “continue,” “could,” “estimate,” “expectplans,” “intends,” “maywill likely result,” “mightare expected to,” “planwill continue,” “possibleis anticipated,” “potentialestimated,” “predictprojection,” “projecttarget,” “shouldgoal,” “willobjective,” “wouldoutlook” or the negative of such terms or other and similar expressions. These forward-looking statements ), are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. We caution you Although the Company believes that these in making any such forward-looking statements statement its expectations are subject to numerous risks and uncertaintiesbased on reasonable assumptions, most of which are difficult to predict and many of which are beyond our control. All any such forward-looking statements are subject statement involves uncertainties and is qualified in its entirety by reference to risks and uncertainties that may cause actual results to differ materially from those that we expected, including: • the timeline and our ability to develop and tool our facilities; • our product and software development timeline and expected start of production; • our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder; • changes in our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; • the implementation, market acceptance and success of our business model; • our ability to scale in a cost-effective manner; • developments and projections relating to our competitors and industry; • the impact of health epidemics, including the COVID-19 pandemic, and other economic, regulatory, political, weather and other events on our business and the actions we may take in response thereto; • our expectations regarding our intellectual property protection and not infringe on the rights of others; • our business, expansion plans and opportunities; • the outcome of any known and unknown litigation and regulatory proceedings; and • other risks set forth in the sector entitled discussion under “Risk Factors” contained in this prospectusOffer to Purchase, any related prospectus supplement and in our reports filed with the SEC. These statements are subject to known section captioned “Principal risk factors and unknown risks, uncertainties and assumptions that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statements, including the following: • We are an early stage company with a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future. • We may be unable to adequately control the costs associated with our operations. • Our business plans require a significant amount of capital. If we are unable to obtain sufficient funding or do not have access to capital, we will be unable to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affected. • If we fail to successfully build and tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production uncertainties” beginning on page 59 of our EVs could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if any, and may face risks if we are dependent on a small number of customers for a significant portion of our revenues. • If our EVs fail to perform as expected, our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 1020-K F for the fiscal year ended March 31, 2022 and subsequent Quarterly the section captioned “Risk factors” beginning on page 21 of our Half Year Report on Form 10-Qfor the six months ended September 30, 2022, which are incorporated in this Offer to Purchase by reference hereinreference. All written and oral Any forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward- looking statements made in this prospectus in the context of these risks and uncertainties. See “Where You Can Find More Information” and “Incorporation of Documents by Reference.” We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this prospectus are made statement speaks only as of the date hereof. We undertake on which it is made, and except as may be required by applicable law, the Company undertakes no obligation to publicly update or revise any forward-looking statement statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, except and it is not possible for the Company to predict all of them; nor can the Company assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. You should not unduly rely on such forward-looking statements. Any forward-looking statements included in this Offer to Purchase should not be construed as otherwise required by lawexhaustive.
Appears in 1 contract
Sources: Offer to Purchase
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectus, any prospectus supplement and the documents incorporated accompanying prospectus contain or incorporate by reference herein or therein contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities and Exchange Act of 1934federal securities laws, as amended (the “Exchange Act”), that are subject to which statements involve substantial risks and uncertainties. We have based these forwardForward-looking statements on generally relate to future events or our current expectations and projections about future events. All statements, other than statements of present financial or historical fact are forward-looking statementsoperating performance. In some cases, you can identify forward-looking statements by terminology because they contain words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “possible,” “will,” “should,” “expect,” “plan,” “possibleanticipate,” “potentialcould,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “project,potential” or “should,” “will,” “wouldcontinue” or the negative of such terms these words or other similar expressionsterms or expressions that concern our expectations, strategy, plans or intentions. Forward-looking statements contained in this prospectus supplement, the accompanying prospectus, and the documents incorporated by reference herein and therein, include, but are not limited to, statements about: • our ability to retain or recruit key employees; • our ability to grow distribution channels and partner ecosystems; • our anticipated capital expenditures, liquidity, and our estimates regarding our capital requirements and needs for additional financing; • our ability to integrate proprietary and third-party sensor data; • our ability to add new satellites to commercial operations; • our ability to invest in our software, research and development capabilities; • our ability to grow a third-party developer community; • our ability to expand our services and offerings to customers both domestically and internationally; • our ability to continue delivering data in a cost-effective manner; • our ability to maintain and protect our brand; • our ability to expand within our current customer base; • our ability to compete with legacy satellite imaging providers and other emergent geospatial intelligence providers; • our ability to maintain intellectual property protection for our products or avoid or defend claims of infringement; • our ability to comply with laws and regulations applicable to our business; • our expectations about market trends and needs; • our estimates of market growth, future revenue, expenses, cash flows, capital requirements and additional financing; • the volatility of the trading price of our common stock; • the performance of our Spectra AI platform; • our plans for our next generation satellites (“Gen-3”); • the impact of local, regional, national and international economic conditions and events; • the effect of COVID-19 on the foregoing; • our expectations related to the use of proceeds from this offering; and • other factors including but not limited to those detailed under the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021 and filed by us with the SEC on March 31, 2022. In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus supplement, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and you are cautioned not to unduly rely upon these statements. You should not rely upon forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels as predictions of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such events. We have based the forward-looking statementsstatements contained in this prospectus supplement primarily on our current expectations and projections about future events and trends that we believe may affect our business, operating results, financial condition and prospects. We caution you that The outcomes of the events described in these forward-looking statements are subject to numerous risks, uncertainties and other factors, including those described in the section titled “Risk Factors” and elsewhere in this prospectus supplement. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties, most of which are difficult uncertainties emerge from time to time and it is not possible for us to predict all risks and many of which are beyond our control. All uncertainties that could have an impact on the forward-looking statements are subject to risks contained in this prospectus supplement. We cannot assure you that the results, events and uncertainties that may cause circumstances reflected in the forward-looking statements will be achieved or occur, and actual results to results, events or circumstances could differ materially from those that we expected, including: • the timeline and our ability to develop and tool our facilities; • our product and software development timeline and expected start of production; • our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder; • changes described in our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; • the implementation, market acceptance and success of our business model; • our ability to scale in a cost-effective manner; • developments and projections relating to our competitors and industry; • the impact of health epidemics, including the COVID-19 pandemic, and other economic, regulatory, political, weather and other events on our business and the actions we may take in response thereto; • our expectations regarding our intellectual property protection and not infringe on the rights of others; • our business, expansion plans and opportunities; • the outcome of any known and unknown litigation and regulatory proceedings; and • other risks set forth in the sector entitled “Risk Factors” in this prospectus, any related prospectus supplement and in our reports filed with the SEC. These statements are subject to known and unknown risks, uncertainties and assumptions that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statements, including the following: • We are an early stage company with a history of losses and expect to incur significant expenses and continuing losses . Neither we nor any other person assumes responsibility for the foreseeable future. • We may be unable to adequately control the costs associated with our operations. • Our business plans require a significant amount accuracy and completeness of capital. If we are unable to obtain sufficient funding or do not have access to capital, we will be unable to execute our business plans and our prospects, financial condition and results any of operations could be materially adversely affected. • If we fail to successfully build and tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production of our EVs could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if any, and may face risks if we are dependent on a small number of customers for a significant portion of our revenues. • If our EVs fail to perform as expected, our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We derive many of our Moreover, the forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K and subsequent Quarterly Report on Form 10-Q, which are incorporated by reference herein. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward- looking statements made in this prospectus in the context of these risks and uncertainties. See “Where You Can Find More Information” and “Incorporation of Documents by Reference.” We caution you that the important factors referenced above may not contain all of the factors that are important supplement relate only to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this prospectus are made only events as of the date hereofon which the statements are made. We undertake no obligation to update or revise any forward-looking statement as a result of new information, future statements made in this prospectus supplement to reflect events or otherwisecircumstances after the date of this prospectus supplement or to reflect new information or the occurrence of unanticipated events, except as otherwise required by law. You should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make.
Appears in 1 contract
Sources: Sales Agreement
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectus, any prospectus supplement supplement, and the other documents we have filed with the SEC that are incorporated herein by reference herein or therein contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), that are subject to involve substantial risks and uncertainties. We have based these forward-looking statements on our current expectations and projections about future events. All statements, other than statements of present historical facts, regarding our strategy, future operations, future financial position, future revenues, projected costs, prospects, plans, objectives of management or historical fact other financial items are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intendsseek,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative of such terms or other and similar expressions. These forward-looking statements expressions are subject intended to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. We caution you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including: • the timeline and our ability to develop and tool our facilities; • our product and software development timeline and expected start of production; • our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder; • changes in our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; • the implementation, market acceptance and success of our business model; • our ability to scale in a cost-effective manner; • developments and projections relating to our competitors and industry; • the impact of health epidemics, including the COVID-19 pandemic, and other economic, regulatory, political, weather and other events on our business and the actions we may take in response thereto; • our expectations regarding our intellectual property protection and not infringe on the rights of others; • our business, expansion plans and opportunities; • the outcome of any known and unknown litigation and regulatory proceedings; and • other risks set forth in the sector entitled “Risk Factors” in this prospectus, any related prospectus supplement and in our reports filed with the SEC. These statements are subject to known and unknown risks, uncertainties and assumptions that could cause actual results to differ materially from those projected or otherwise implied by the identify forward-looking statements, including the following: • We are an early stage company with a history of losses and expect to incur significant expenses and continuing losses for the foreseeable futurealthough not all forward-looking statements contain these identifying words. • We may be unable to adequately control the costs associated with our operations. • Our business plans require a significant amount of capital. If we are unable to obtain sufficient funding or do not have access to capital, we will be unable to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affected. • If we fail to successfully build and tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We may not be able to realize actually achieve the non-dilutive financial incentives offered by the States of Oklahoma and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production of our EVs could increase our capital expenditures and delay plans, intentions or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations expectations disclosed in our operating costs, product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if anyforward-looking statements, and may face risks if we are dependent on a small number of customers for a significant portion of our revenues. • If our EVs fail to perform as expected, our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. Given these risks and uncertainties, you should not place undue reliance on these our forward-looking statements. We derive many of our Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements from our operating budgets we make. We have included important factors in the cautionary statements included in this prospectus, particularly as set forth and forecastsincorporated by reference into the “Risk Factors” section below, which are based on many detailed assumptions. While that we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results or events to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K and subsequent Quarterly Report on Form 10-Q, which are incorporated by reference herein. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward- looking statements made in this prospectus in the context of these risks and uncertainties. See “Where You Can Find More Information” and “Incorporation of Documents by Reference.” We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expectmake. The Our forward-looking statements included in do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, collaborations, or investments we may make. You should read this prospectus, any supplements to this prospectus are made only as of and the date hereofdocuments that we incorporate by reference into this prospectus completely and with the understanding that our actual future results may be materially different from what we expect. We undertake no do not assume any obligation to update or revise any forward-looking statement as a result of new information, future events or otherwisestatements, except as otherwise required by law. We advise you, however, to consult any further disclosures we make on related subjects in our future annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K we file with or furnish to the SEC. Abeona Therapeutics Inc. is a clinical-stage biopharmaceutical company developing gene and cell therapies for life-threatening rare genetic diseases. Our lead clinical programs consist of (i) EB-101, an autologous, gene-corrected cell therapy for recessive dystrophic epidermolysis bullosa (“RDEB”), (ii) ABO-102, an adeno-associated virus (“AAV”)- based gene therapy for ▇▇▇▇▇▇▇▇▇▇ syndrome type A (“MPS IIIA”), and (iii) ABO-101, an AAV-based gene therapy for ▇▇▇▇▇▇▇▇▇▇ syndrome type B (“MPS IIIB”). We continue to develop additional AAV-based gene therapies designed to treat ophthalmic and other diseases, next-generation AAV-based gene therapies using our own novel capsids and capsids from the AIM™ capsid library that we have exclusively licensed from the University of North Carolina at Chapel Hill, and internal AAV vector research programs. A number of our product candidates are eligible for orphan drug designation, breakthrough therapy designation, or other expedited review processes in the U.S., Europe, Japan, or other world markets. Our pipeline includes three programs in clinical development—EB-101, ABO-101 and ABO-102—for which we hold several U.S. and European Union (“EU”) regulatory designations, and a pipeline of additional earlier stage programs. ▇▇▇▇▇▇ is at the forefront of gene and cell therapy research and development. We are a fully-integrated company featuring therapies in clinical development, in-house manufacturing facilities, a robust pipeline, and scientific and clinical leadership. We see our mission as working to create, develop, manufacture, and deliver gene and cell therapies for people impacted by serious diseases. We partner with leading academic researchers, patient advocacy organizations and caregivers to develop therapies that address the underlying cause of a broad spectrum of rare genetic diseases for which no effective treatment options exist today. Since our last fiscal year, we have continued to make progress toward fulfilling our goal of harnessing the promise of genetic medicine to transform the lives of people impacted by serious diseases and redefining the standard of care through gene and cell therapies. Our strategy to achieve this goal consists of: We have three programs in clinical development—EB-101, ABO-101 and ABO-102—and a pipeline of additional earlier stage programs. Through our gene and cell therapy research and development expertise, we believe we are positioned to introduce efficacious and safe therapeutics to transform the standard of care in devastating diseases and establish our leadership position in the field. We are researching and developing next-generation AAV-based gene therapy using our own novel capsids and capsids from the AIM™ capsid library. We plan to continue to develop AAV capsids capable of improved tissue targeting for various indications and potentially evading immunity to wildtype AAV vectors.
Appears in 1 contract
Sources: Open Market Sale Agreement
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectusprospectus supplement, any the accompanying prospectus supplement and the documents incorporated by reference herein or and therein contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), that are subject to risks and uncertainties. We have based these forward-looking statements on our current expectations and projections about future events. All statements, statements other than statements of present or historical fact facts contained in this prospectus supplement and the documents incorporated by reference herein, including statements regarding our future operating results, financial position and cash flows, our business strategy and plans, and our objectives for future operations, are forward-looking statements. This prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein also contain estimates and other statistical data made by independent parties and by us relating to market size and growth and other data about our industry. This data involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. In addition, projections, assumptions and estimates of our future performance and the future performance of the markets in which we operate are necessarily subject to a high degree of uncertainty and risk. In some cases, you can identify forward-looking statements by terminology terms such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intendsintend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “target” “will,” or “would” or the negative of such these terms or other similar expressions. These The forward-looking statements in this prospectus supplement and the documents incorporated by reference herein are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statementsonly predictions. We caution you that have based these forward-looking statements are subject to numerous risks largely on our current expectations and uncertainties, most of which are difficult to predict projections about future events and many of which are beyond our control. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those financial trends that we expected, including: • the timeline and our ability to develop and tool our facilities; • our product and software development timeline and expected start of production; • our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder; • changes in our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; • the implementation, market acceptance and success of our business model; • our ability to scale in a cost-effective manner; • developments and projections relating to our competitors and industry; • the impact of health epidemics, including the COVID-19 pandemic, and other economic, regulatory, political, weather and other events on our business and the actions we believe may take in response thereto; • our expectations regarding our intellectual property protection and not infringe on the rights of others; • affect our business, expansion plans and opportunities; • the outcome of any known and unknown litigation and regulatory proceedings; and • other risks set forth in the sector entitled “Risk Factors” in this prospectus, any related prospectus supplement and in our reports filed with the SEC. These statements are subject to known and unknown risks, uncertainties and assumptions that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statements, including the following: • We are an early stage company with a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future. • We may be unable to adequately control the costs associated with our operations. • Our business plans require a significant amount of capital. If we are unable to obtain sufficient funding or do not have access to capital, we will be unable to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affectedoperations. • If These forward-looking statements speak only as of the date of this prospectus supplement and are subject to a number of risks, uncertainties and assumptions, which we fail to successfully build discuss in greater detail in the documents incorporated by reference herein, including under the heading “Risk Factors” and tool elsewhere in this prospectus supplement. The events and circumstances reflected in our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We forward-looking statements may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma achieved or occur and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production of our EVs actual results could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our differ materially from those projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controlsforward-looking statements. Moreover, we operate in an evolving environment. New risk factors and uncertainties may not be able emerge from time to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if anytime, and may face risks if we are dependent on a small number of customers it is not possible for a significant portion of our revenues. • If our EVs fail management to perform as expected, our ability to develop, market predict all risk factors and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industryuncertainties. Given these risks and uncertainties, you should not place undue reliance on these forward-forward- looking statements. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonableExcept as required by applicable law, we caution that it is very difficult do not plan to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K and subsequent Quarterly Report on Form 10-Q, which are incorporated by reference herein. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward- looking statements made in this prospectus in the context of these risks and uncertainties. See “Where You Can Find More Information” and “Incorporation of Documents by Reference.” We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this prospectus are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement statements contained in this prospectus supplement, the accompanying prospectus or the documents incorporated by reference herein and therein, whether as a result of any new information, future events events, changed circumstances or otherwise. For all forward-looking statements, except as otherwise required by lawwe claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
Appears in 1 contract
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectus, any prospectus supplement and the documents incorporated by reference herein or therein press release may contain forward-looking statements within the meaning of Section 27A the safe harbor provisions of the U.S. Private Securities Act and Section 21E of the Securities and Exchange Litigation Reform Act of 19341995. Forward-looking statements reflect our current views with respect to, as amended (the “Exchange Act”)among other things, that are subject financial projections, plans and objectives of management for future operations, and future economic performance. Examples of forward-looking statements include, among others, statements we make regarding future estimated volume, pricing and revenue, anticipated levels of capital expenditures and cost of goods sold, and guidance relating to risks adjusted EBITDA and uncertaintiesfree cash flow. We have based You can identify these forward-looking statements on our current expectations and projections about future events. All statements, other than statements by the use of present or historical fact are forward-looking statements. In some cases, you can identify forward-looking statements by terminology words such as “anticipatewill,” “may,” “plan,” “estimate,” “project,” “believe,” “continueanticipate,” “expect,” “foresee,” “intend,” “should,” “would,” “could,” “estimatetarget,” “expectgoal,” “intendscontinue to,” “maypositioned to,” “mightare confident,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative versions of such terms those words or other similar expressionscomparable words. Any forward-looking statements contained in this press release are based upon our historical performance and on our current plans, estimates and expectations considering information currently available to us. The inclusion of this forward-looking information should not be regarded as a representation by us that the future plans, estimates, or expectations contemplated by us will be achieved. Our expectations and targets are not predictions of actual performance and historically our performance has deviated, often significantly, from our expectations and targets. These forward-looking statements are subject to known various risks and unknown risks, uncertainties and assumptions about us relating to our operations, financial results, financial condition, business, prospects, growth strategy and liquidity. Accordingly, there are or will be important factors that may could cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. We caution you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including: • the timeline and our ability to develop and tool our facilities; • our product and software development timeline and expected start of production; • our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder; • changes indicated in our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; • the implementation, market acceptance and success of our business model; • our ability to scale in a cost-effective manner; • developments and projections relating to our competitors and industry; • the impact of health epidemics, including the COVID-19 pandemic, and other economic, regulatory, political, weather and other events on our business and the actions we may take in response thereto; • our expectations regarding our intellectual property protection and not infringe on the rights of others; • our business, expansion plans and opportunities; • the outcome of any known and unknown litigation and regulatory proceedings; and • other risks set forth in the sector entitled “Risk Factors” in this prospectus, any related prospectus supplement and in our reports filed with the SEC. These statements are subject to known and unknown risks, uncertainties and assumptions that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking these statements, including the following: • We are an early stage company with a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future. • We may be unable to adequately control the costs associated with our operations. • Our business plans require a significant amount of capital. If we are unable to obtain sufficient funding or do not have access to capital, we will be unable to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affected. • If we fail to successfully build and tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production of our EVs could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if any, and may face risks if we are dependent on a small number of customers for a significant portion of our revenues. • If our EVs fail to perform as expected, our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K and subsequent Quarterly Report on Form 10-Q, which are incorporated by reference herein. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward- looking statements made in this prospectus in the context of these risks and uncertainties. See “Where You Can Find More Information” and “Incorporation of Documents by Reference.” We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this prospectus are made only as of the date hereof. We undertake no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.
Appears in 1 contract
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectusprospectus supplement, any the accompanying prospectus supplement and the documents incorporated by reference herein or therein contain “forward-looking statements statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities and Exchange Act of 1934, as amended (amended, or the “Exchange Act”), that are subject to risks and uncertainties. We have based these forwardForward-looking statements on relate to, among others, our current plans, objectives and expectations for our business, operations and projections about future events. All statementsfinancial performance and condition, other than statements of present or historical fact are forward-looking statements. In some cases, you and can identify forward-looking statements be identified by terminology such as “may,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “continueestimate,” “predict,” “will,” “could,” “estimateproject,” “expect,” “intends,” “may,” “might,” “plan,” “possibletarget,” “potential,” “predict,continue” “project,” “should,” “will,” “would” or and similar expressions that do not relate solely to historical matters. Forward-looking statements are based on management’s belief and assumptions and on information currently available to management. Although we believe that the negative of such terms or other similar expressions. These expectations reflected in forward-looking statements are subject to reasonable, such statements involve known and unknown risks, uncertainties and assumptions about us other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. We caution you that these forwardForward-looking statements include, but are subject to numerous risks and uncertaintiesnot limited to, most of which are difficult to predict and many of which are beyond our control. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, includingabout: • the timeline and our ability to develop and tool our facilities; • our product and software development timeline and expected start of production; • our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder; • expectations regarding changes in our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; • the implementation, market acceptance and success of our business modelregulatory requirements; • our ability to scale interoperate with the EHR (as defined below) systems of our customers; • our reliance on vendors; • our ability to attract and retain key personnel; • the competition to attract and retain MDSs (as defined below); • anticipated trends, growth rates, and challenges in a cost-effective mannerour business and in the markets in which we operate; • our ability to further penetrate our existing customer base; • our estimates regarding future revenues, capital requirements and our need for or ability to obtain additional financing to fund our operations; • our ability to protect and enforce our intellectual property protection and the scope and duration of such protection; • developments and projections relating to our competitors and our industry, including competing dictation software providers, third-party, non-real time medical note generators and real time medical note documentation services; • the impact of health epidemics, including current and future laws and regulations; and • the ongoing impact of the COVID-19 pandemic, and other economic, regulatory, political, weather and other events pandemic on our business and the actions we may take in response thereto; • our expectations regarding our intellectual property protection and not infringe on the rights of others; • our business, expansion plans results of operations and opportunities; • the outcome of any known future growth prospects. We have based these forward-looking statements largely on our current expectations and unknown litigation projections about future events and regulatory proceedings; trends that we believe may affect our financial condition, operating results, business strategy, short-term and • other risks set forth in the sector entitled “Risk Factors” in this prospectuslong-term business operations and objectives, any related prospectus supplement and in our reports filed with the SECfinancial needs. These forward-looking statements are subject to known and unknown a number of risks, uncertainties uncertainties, and assumptions that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statementsassumptions, including the following: • We are an early stage company with a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future. • We may be unable to adequately control the costs associated with our operations. • Our business plans require a significant amount of capital. If we are unable to obtain sufficient funding or do not have access to capital, we will be unable to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affected. • If we fail to successfully build and tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production of our EVs could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses those described in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if any, and may face risks if we are dependent on a small number of customers for a significant portion of our revenues. • If our EVs fail to perform as expected, our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled section titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K and subsequent Quarterly Report documents we have filed with the SEC thereafter. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on Form 10-Qour business or the extent to which any factor, which are incorporated by reference herein. All written and oral or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements attributable to uswe may make. In light of these risks, uncertainties, and assumptions, the future events and trends discussed in this this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein may not occur and actual results could differ materially and adversely from those anticipated or persons acting on our behalf, are expressly qualified implied in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communicationsthe forward-looking statements. You should evaluate all forward- not rely upon forward-looking statements made in this prospectus as predictions of future events. The events and circumstances reflected in the context of these risks and uncertaintiesforward-looking statements may not be achieved or occur. See “Where You Can Find More Information” and “Incorporation of Documents by Reference.” We caution you Although we believe that the important factors referenced above may not contain all of expectations reflected in the factors that forward-looking statements are important to you. In additionreasonable, we cannot assure you that we will realize the results guarantee future results, performance, or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this prospectus are made only as of the date hereofachievements. We undertake no obligation to update or revise any of these forward-looking statements for any reason after the date on which the statement as a result of new information, future events is made or otherwiseto conform these statements to actual results or revised expectations, except as otherwise required by law. You should carefully read this prospectus supplement, the accompanying prospectus and any related free writing prospectus, together with the information incorporated herein or therein by reference, and with the understanding that our actual future results, performance, and events and circumstances may materially differ from what we expect. We qualify all of our forward-looking statements by these cautionary statements.
Appears in 1 contract
Sources: Open Market Sale Agreement
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectusprospectus and the documents incorporated by reference herein may contain or incorporate forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, any as amended. These statements, including statements about future events, our business, financial condition, results of operations and prospects, our industry and the regulatory environment in which we operate, are subject to risks and uncertainties. Any statements contained herein, in the accompanying prospectus supplement and or the documents incorporated by reference herein or therein contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), that are subject to risks and uncertainties. We have based these forward-looking statements on our current expectations and projections about future events. All statements, other than not statements of present historical or historical fact current facts are forward-looking statements. In some cases, you can identify forward-looking statements by terminology terms such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intendsintend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative of such terms those terms, or other similar expressionscomparable terms intended to identify statements about the future. These The forward-looking statements included herein are subject to known based on our current expectations, assumptions, estimates and unknown risksprojections, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements which we believe to be materially different from any future resultsreasonable, levels of activity, performance or achievements expressed or implied by such forward-looking statements. We caution you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including: • the timeline and our ability to develop and tool our facilities; • our product and software development timeline and expected start of production; • our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder; • changes in our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; • the implementation, market acceptance and success of our business model; • our ability to scale in a cost-effective manner; • developments and projections relating to our competitors and industry; • the impact of health epidemics, including the COVID-19 pandemic, and other economic, regulatory, political, weather and other events on our business and the actions we may take in response thereto; • our expectations regarding our intellectual property protection and not infringe on the rights of others; • our business, expansion plans and opportunities; • the outcome of any known and unknown litigation and regulatory proceedings; and • other risks set forth in the sector entitled “Risk Factors” in this prospectus, any related prospectus supplement and in our reports filed with the SEC. These statements are subject to known and unknown risks, uncertainties and assumptions that could cause actual results to differ materially from those projected or otherwise implied by expressed in the forward-looking statements. These risks and uncertainties, including all of which are difficult or impossible to predict accurately and many of which are beyond our control, include, but are not limited to, the following: • We currently depend entirely on the successful commercialization of our only commercial product, Jeuveau®. If we are an early stage company with unable to successfully market and sell Jeuveau®, we may not generate sufficient revenue to continue our business. • We have a limited operating history of and have incurred significant losses since our inception and expect anticipate that we will continue to incur significant expenses and continuing losses for the foreseeable future. We have only one approved product, which, together with our limited operating history, makes it difficult to assess our future viability. • We are reliant on Symatese to achieve regulatory approval for the Evolysse™ dermal filler product line in the United States. Failure to obtain approval for the Evolysse™ product line would negatively affect our ability to sell these products. • We may be unable require additional financing to adequately control the costs associated with fund our future operations, and a failure to obtain additional capital when so needed on acceptable terms, or at all, could force us to delay, limit, reduce or terminate our operations. • Our business plans require a significant amount of capital. If we are unable to obtain sufficient funding or our counterparties do not have access to capitalcomply with the terms of our settlement agreements with Medytox, Inc., or Medytox, we will be unable may face litigation or lose our ability to execute market and sell Jeuveau®, which would materially and adversely affect our ability to carry out our business plans and our prospectsfinancial condition and ability to continue as a going concern. • The terms of the Settlement Agreement with Medytox will reduce our profitability and may affect the extent of any discounts we may offer to our customers. • Our business, financial condition and results operations have been, and may in the future be, adversely affected by the COVID-19 outbreak or other similar outbreaks. • We rely on the license and supply agreement, as amended, with Daewoong, which we refer to as the Daewoong Agreement, to provide us with exclusive rights to distribute Jeuveau® in certain territories. Any termination or loss of operations could significant rights, including exclusivity, under the Daewoong Agreement would materially and adversely affect our development and commercialization of Jeuveau®. • Our failure to successfully in-license, acquire, develop and market additional product candidates or approved products would impair our ability to grow our business. • Jeuveau® faces, and any of our future product candidates will face, significant competition and our failure to effectively compete may prevent us from achieving significant market penetration and expansion. • Jeuveau® may fail to achieve the broad degree of physician adoption and use or consumer demand necessary for commercial success. • Our ability to market Jeuveau® is limited to use for the treatment of glabellar lines, and if we want to expand the indications for which we market Jeuveau®, we will need to obtain additional regulatory approvals, which will be materially adversely affectedexpensive and may not be granted. • Third party claims of intellectual property infringement may prevent or delay our commercialization efforts and interrupt our supply of products. • If we fail to successfully build and tool or any of our manufacturing facilities current or if our manufacturing facilities become inoperablefuture licensors, we will be including Daewoong, are unable to produce our vehicles and our business will be harmed. • We may not be able maintain, obtain or protect intellectual property rights related to realize the non-dilutive financial incentives offered by the States of Oklahoma and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production Jeuveau® or any of our EVs could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, future product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controlscandidates, we may not be able to accurately or timely report compete effectively in our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from itmarket. • We may fail need to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if any, and may face risks if we are dependent on a small number of customers for a significant portion increase the size of our revenues. • If organization, including our EVs fail sales and marketing capabilities, in order to perform as expected, our ability to develop, further market and deploy our EVs could be harmed. • Our distribution model sell Jeuveau® and we may expose us to risk and, if unsuccessful, may impact our business prospects and results of operationsexperience difficulties in managing this growth. • We may experience significant delays in the design, production rely on our digital technology and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner applications and our business and operations would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, suffer in the future. • Our EVs are based on the use event of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs computer system failures or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affectedbreach. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rightsextensive government regulation, and we may be required face delays in or not obtain regulatory approval of our product candidates and our compliance with ongoing regulatory requirements may result in significant additional expense, limit or delay regulatory approval or subject us to adjust our consumer business model in certain jurisdictions as a resultpenalties if we fail to comply. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in anticipated use of proceeds from this industryoffering, if any. Given these These risks and uncertainties, you should not place undue reliance on these forward-looking statements. We derive many of our forward-looking statements from our operating budgets and forecasts, which uncertainties are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled described in more detail in Item 1A “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our most recent Annual Report on Form 10-K and subsequent Quarterly Report on Form 10-Q. You should carefully consider these risks, as well as the additional risks described under “Risk Factors” in this prospectus and in other documents we file with the SEC in the future, including subsequent Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, which are incorporated by reference herein. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made may from time to time in our other SEC filings and public communications. You should evaluate all forward- looking statements made in this prospectus in amend, supplement or supersede the context of these risks and uncertaintiesuncertainties we disclose. See “Where You Can Find More Information” We also operate in a very competitive and “Incorporation rapidly changing environment. New risks emerge from time to time and it is not possible for our management to predict all risks, nor can we assess the impact of Documents by Reference.” We caution you that all factors on our business or the important factors referenced above extent to which any factor, or combination of factors, may not contain all of the factors that are important cause actual results to you. In additiondiffer materially from those contained in, we cannot assure you that we will realize the results or developments we expect or anticipate orimplied by, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expectany forward-looking statements. The forward-looking statements included herein or incorporated herein by reference are based on current expectations of management based on available information and are believed to be reasonable. In light of the significant risks and uncertainties inherent in this prospectus the forward-looking statements included herein or incorporated herein by reference, the inclusion of such information should not be regarded as a representation by us or any other person that such results will be achieved, and investors are made cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. We Except as required by law, we undertake no obligation to update or revise any forward-looking statement as a result of new information, future statements to reflect events or otherwisecircumstances after the date hereof or to reflect the occurrence of unanticipated events. You should read this prospectus and the documents incorporated by reference herein with the understanding that our actual future results, except as otherwise required levels of activity, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by lawthe cautionary statements referenced above.
Appears in 1 contract
Sources: Sales Agreement
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectus, any prospectus supplement and the documents incorporated by reference herein or therein contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), that are subject to risks and uncertainties. We have based these forward-looking statements on our current expectations and projections about future events. All statements, statements other than statements of present or historical fact contained in this prospectus and the documents incorporated by reference herein, including statements regarding our future operating results, financial position and cash flows, the impact of COVID-19, our business strategy and plans, and our objectives for future operations, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terminology terms such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would,” “could,” “should,” “expect,” “plan,” “anticipate,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of such these terms or other similar expressions. The forward-looking statements in this prospectus and the documents incorporated by reference herein are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, operating results, business strategy, short-term and long-term business operations and objectives. These forward-looking statements speak only as of the date of this prospectus and are subject to known and unknown a number of risks, uncertainties and assumptions about us that may cause assumptions, which we discuss in greater detail in the documents incorporated by reference herein, including under the heading “Risk Factors.” The events and circumstances reflected in our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. We caution you that these forward-looking statements are subject to numerous risks may not be achieved or occur and uncertainties, most of which are difficult to predict and many of which are beyond our control. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including: • the timeline and our ability to develop and tool our facilities; • our product and software development timeline and expected start of production; • our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder; • changes in our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; • the implementation, market acceptance and success of our business model; • our ability to scale in a cost-effective manner; • developments and projections relating to our competitors and industry; • the impact of health epidemics, including the COVID-19 pandemic, and other economic, regulatory, political, weather and other events on our business and the actions we may take in response thereto; • our expectations regarding our intellectual property protection and not infringe on the rights of others; • our business, expansion plans and opportunities; • the outcome of any known and unknown litigation and regulatory proceedings; and • other risks set forth in the sector entitled “Risk Factors” in this prospectus, any related prospectus supplement and in our reports filed with the SEC. These statements are subject to known and unknown risks, uncertainties and assumptions that could cause actual results to differ materially from those projected or otherwise implied by in the forward-forward- looking statements, including the following: • We are an early stage company with a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future. • We may be unable to adequately control the costs associated with our operations. • Our business plans require a significant amount of capital. If we are unable to obtain sufficient funding or do not have access to capitalMoreover, we will be unable operate in a very competitive and rapidly changing environment. New risk factors and uncertainties may emerge from time to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affected. • If we fail to successfully build and tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production of our EVs could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if anytime, and it is not possible for management to predict all risk factors and uncertainties. New risk factors and uncertainties may face risks if we are dependent on a small number of customers for a significant portion of our revenues. • If our EVs fail emerge from time to perform as expected, our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and supplierstime, and if these manufacturers or suppliers become unwilling or unable it is not possible for management to provide these key components predict all risk factors and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industryuncertainties. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We derive many Except as required by applicable law, we do not plan to publicly update or revise any forward- looking statements contained herein, whether as a result of our any new information, future events, changed circumstances or otherwise. For all forward- looking statements, we claim the protection of the safe harbor for forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K and subsequent Quarterly Report on Form 10-Q, which are incorporated by reference herein. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward- looking statements made in this prospectus contained in the context Private Securities Litigation Reform Act of these risks and uncertainties. See “Where You Can Find More Information” and “Incorporation of Documents by Reference1995.” We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this prospectus are made only as of the date hereof. We undertake no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.
Appears in 1 contract
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectus, any information statement/prospectus supplement and the documents incorporated by reference herein or therein contain includes forward-looking statements within the meaning of Section 27A of the Securities Act regarding, among other things, our plans, strategies and Section 21E of the Securities prospects, both business and Exchange Act of 1934, as amended (the “Exchange Act”), that are subject to risks and uncertainties. We have based these forward-looking statements on our current expectations and projections about future events. All statements, other than statements of present or historical fact are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative of such terms or other similar expressionsfinancial. These forward-looking statements are subject to known and unknown risks, uncertainties based on the beliefs and assumptions about us of our management. Although we believe that may cause our actual resultsplans, levels of activity, performance intentions and expectations reflected in or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied suggested by such forward-looking statements. We caution you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including: • the timeline and our ability to develop and tool our facilities; • our product and software development timeline and expected start of production; • our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder; • changes in our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; • the implementation, market acceptance and success of our business model; • our ability to scale in a cost-effective manner; • developments and projections relating to our competitors and industry; • the impact of health epidemics, including the COVID-19 pandemic, and other economic, regulatory, political, weather and other events on our business and the actions we may take in response thereto; • our expectations regarding our intellectual property protection and not infringe on the rights of others; • our business, expansion plans and opportunities; • the outcome of any known and unknown litigation and regulatory proceedings; and • other risks set forth in the sector entitled “Risk Factors” in this prospectus, any related prospectus supplement and in our reports filed with the SEC. These statements are subject to known and unknown risks, uncertainties and assumptions that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statements, including the following: • We are an early stage company with a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future. • We may be unable to adequately control the costs associated with our operations. • Our business plans require a significant amount of capital. If we are unable to obtain sufficient funding or do not have access to capital, we will be unable to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affected. • If we fail to successfully build and tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production of our EVs could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if any, and may face risks if we are dependent on a small number of customers for a significant portion of our revenues. • If our EVs fail to perform as expected, our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K and subsequent Quarterly Report on Form 10-Q, which are incorporated by reference herein. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward- looking statements made in this prospectus in the context of these risks and uncertainties. See “Where You Can Find More Information” and “Incorporation of Documents by Reference.” We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. These statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates,” “intends” or similar expressions. Forward-looking statements contained in this information statement/prospectus include, but are not limited to, statements that may relate to: • the benefits from the Recapitalization Share Exchange; • our ability to consummate the Recapitalization Share Exchange; • any satisfaction or waiver (if applicable) of the conditions to the Recapitalization Share Exchange, including, but not limited to: the satisfaction or waiver of certain customary closing conditions, the existence of no material adverse effect at Allarity Delaware or Allarity A/S and receipt of certain shareholder approvals contemplated by this information statement/prospectus; • the occurrence of any other event, change or other circumstances that could give rise to the termination or delay of the Reorganization Agreement; • our plans to develop and commercialize its drug candidates; • the initiation, timing, progress and results of our current and future preclinical studies and clinical trials, as well as our research and development programs; • our expectations regarding the impact of the ongoing COVID-19 pandemic on its business, industry and the economy; • our estimates regarding expenses, future revenue, capital requirements and needs for additional financing after the reorganization; • our ability to successfully acquire or in-license additional product candidates on reasonable terms; • our ability to maintain and establish collaborations or obtain additional funding; • our ability to obtain regulatory approval of its current and future drug candidates; • our expectations regarding the potential market size and the rate and degree of market acceptance of such drug candidates; • our continued reliance on third parties to conduct clinical trials of its drug candidates, and for the manufacture of its drug candidates for preclinical studies and clinical trials; • our ability to fund our working capital requirements and expectations regarding the sufficiency of its capital resources; • the implementation of our business model and strategic plans for our business and product candidates following the Recapitalization Share Exchange; • our intellectual property position and the duration of our patent rights; • developments we expect or anticipate or, even if substantially realized, that they will result disputes concerning our intellectual property or other proprietary rights; • our expectations regarding government and third-party payor coverage and reimbursement; • our ability to compete in the consequences markets we intend to serve; • the impact of government laws and regulations and liabilities thereunder; • our need to hire additional personnel and our ability to attract and retain such personnel; • our ability to consummate the PIPE investment or affect us or our operations raise financing in the way we expectfuture; • the use of proceeds from the PIPE investment; • the anticipated cash available at the closing of the Recapitalization Share Exchange; and • the anticipated use of our cash and cash equivalents. The These forward-looking statements included in this prospectus are made only based on information available as of the date hereofof this information statement/prospectus, and current expectations, forecasts and assumptions, and involve a number of risks and uncertainties. We Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake no any obligation to update or revise any forward-looking statement statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as otherwise may be required under applicable securities laws. In addition, statements that we “believe,” and similar statements, reflect such our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this information statement/prospectus, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and these statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements which speak only as of the date hereof. You should understand that the following important factors, in addition to those discussed under the heading “Risk Factors” and elsewhere in this information statement/prospectus, could affect our future results and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements in this information statement/prospectus: • the occurrence of any event, change or other circumstances that could give rise to the termination or delay of the Recapitalization Share Exchange; • the outcome of any legal proceedings that may be instituted against ▇▇▇▇▇▇▇▇ A/S, or others following announcement of the Recapitalization Share Exchange and the transactions contemplated therein; • the inability to complete the transactions contemplated by lawthe Recapitalization Share Exchange due to the failure to obtain approval of the shareholders of Allarity A/S, failure to obtain regulatory approval, or other conditions to closing in the Reorganization Agreement; • the risk that the proposed transaction disrupts current plans and operations as a result of the announcement and consummation of the Recapitalization Share Exchange; • the ability to recognize the anticipated benefits of the Recapitalization Share Exchange, which may be affected by, among other things, our ability to grow and manage growth profitably, maintain relationships with customers, compete within its industry and retain its key employees; • the costs related to the proposed Recapitalization Share Exchange; • the possibility that we may be adversely impacted by other economic, business, and/or competitive factors; • any future currency exchange and interest rates; • the significant uncertainty created by the COVID-19 pandemic; and • other risks and uncertainties indicated in this information statement/prospectus, including those under “Risk Factors” herein.
Appears in 1 contract
Sources: Plan of Reorganization and Asset Purchase Agreement
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectusprospectus supplement, any the accompanying prospectus supplement and the documents incorporated by reference herein or and therein contain forward-looking statements within the meaning of Section 27A of the Securities Act Act, as amended (the “Securities Act”), and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), that are subject to risks and uncertainties. We have based these forward-looking statements on our current expectations and projections about future events. All statements, other than statements of present or historical fact are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative of such terms or other similar expressions. These forward-looking statements are subject to known based on management’s current expectations and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels involve a number of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. We caution you that these forward-looking statements are subject to numerous risks and uncertainties, most including, among other things, the impact of which are difficult COVID-19 on us and the capital markets and global economic climate generally; our recognition of any asset impairments as a result of any decline in the value of our assets or our efforts to predict dispose of any assets in the future; our ability to obtain and many maintain sufficient financing to provide liquidity to meet our business objectives, surety bonds, letters of which are beyond credit and similar financing; our control. All forward-looking statements are subject ability to risks comply with the requirements of, and uncertainties that may cause actual results to differ materially service the indebtedness under, our A&R Credit Agreement; our anticipated use of proceeds from those that we expected, including: • our recent offerings of our common stock and 8.125% senior notes due 2026; the timeline highly competitive nature of our businesses and our ability to develop win work, including identified project opportunities in our pipeline; general economic and tool business conditions, including changes in interest rates and currency exchange rates; cancellations of and adjustments to backlog and the resulting impact from using backlog as an indicator of future earnings; our facilitiesability to perform contracts on time and on budget, in accordance with the schedules and terms established by the applicable contracts with customers; • failure by third-party subcontractors, partners or suppliers to perform their obligations on time and as specified; our product ability to successfully resolve claims by vendors for goods and software development timeline services provided and expected start of productionclaims by customers for items under warranty; • our future capital requirements ability to realize anticipated savings and use of cash; • operational benefits from our plans to access capital to fund our significant and increasing capital expenditures restructuring plans, and other expensescost-savings initiatives; • our growth strategy ability to successfully address productivity and product offering; • schedule issues in our financial B&W Renewable and business performanceB&W Environmental segments, including financial projections the ability to complete our B&W Renewable's European EPC projects and business metrics B&W Environmental's U.S. loss projects within the expected time frame and any underlying assumptions thereunderthe estimated costs; • our ability to successfully partner with third parties to win and execute contracts within our B&W Environmental and B&W Renewable segments; changes in our strategyeffective tax rate and tax positions, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; • the implementation, market acceptance and success of our business model; • including any limitation on our ability to scale in a cost-effective manneruse our net operating loss carryforwards and other tax assets; • developments our ability to successfully manage research and projections relating development projects and costs, including our efforts to successfully develop and commercialize new technologies and products; the operating risks normally incident to our competitors and industry; • the impact lines of health epidemicsbusiness, including the COVID-19 pandemicprofessional liability, product liability, warranty and other economic, regulatoryclaims against us; difficulties we may encounter in obtaining regulatory or other necessary permits or approvals; changes in actuarial assumptions and market fluctuations that affect our net pension liabilities and income; our ability to successfully compete with current and future competitors; our ability to negotiate and maintain good relationships with labor unions; changes in pension and medical expenses associated with our retirement benefit programs; social, political, weather competitive and other events on our economic situations in foreign countries where we do business and or seek new business. These factors include the actions we may take in response thereto; • our expectations regarding our intellectual property protection and not infringe on the rights of others; • our business, expansion plans and opportunities; • the outcome of any known and unknown litigation and regulatory proceedings; and • other risks factors set forth in the sector entitled under “Risk Factors” in this prospectusour Annual Report on Form 10-K for the year ended December 31, any related prospectus supplement and 2020. The risks described in our reports filed with Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and elsewhere are not the SEConly risks facing our company. These statements are subject Additional risks and uncertainties not currently known to known and unknown risks, uncertainties and assumptions us or that could cause actual results we currently deemed to differ be immaterial also may materially from those projected or otherwise implied by the forward-looking statements, including the following: • We are an early stage company with a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future. • We may be unable to adequately control the costs associated with adversely affect our operations. • Our business plans require a significant amount of capital. If we are unable to obtain sufficient funding or do not have access to capital, we will be unable to execute our business plans and our prospectsbusiness, financial condition position and results of operations could or cash flows. The cautionary statements set forth above should be materially adversely affectedconsidered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue. • If we fail We caution readers not to successfully build and tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We may not be able to realize place undue reliance on the non-dilutive financial incentives offered by the States of Oklahoma and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production of our EVs could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operationsstatements, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on speak only as of the service date of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if any, and may face risks if we are dependent on a small number of customers for a significant portion of our revenues. • If our EVs fail to perform as expected, our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehiclesthis prospectus. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers undertake any obligation to review or suppliers become unwilling confirm analysts’ expectations or unable estimates or to provide these key components and services, we would not be able release publicly any revisions to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. Given these risks and uncertainties, you should not place undue reliance on these any forward-looking statementsstatement to reflect events or circumstances after the date of this prospectus or to reflect the occurrence of unanticipated events. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important disclose important factors that could cause our actual results to differ materially from our expectations, or cautionary statements, are disclosed expectations implied by our forward-looking statements under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K and subsequent Quarterly Report on Form 10-Q, which are incorporated of the documents we incorporate by reference hereinand elsewhere in this prospectus. All written and oral These cautionary statements qualify all forward-looking statements attributable attributed to us, us or persons acting on our behalf. When we indicate that an event, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward- looking statements made in this prospectus in the context of these risks and uncertainties. See “Where You Can Find More Information” and “Incorporation of Documents by Reference.” We caution you that the important factors referenced above may not contain all of the factors that are important to you. In additioncondition or circumstance could or would have an adverse effect on us, we cannot assure you that we will realize the mean to include effects upon our business, financial and other condition, results or developments we expect or anticipate orof operations, even if substantially realized, that they will result in the consequences or affect us or prospects and ability to service our operations in the way we expect. The forward-looking statements included in this prospectus are made only as of the date hereof. We undertake no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by lawdebt.
Appears in 1 contract
Sources: Sales Agreement
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectus, any prospectus supplement and the documents incorporated in it by reference herein or therein contain forward-looking statements within the meaning of Section 27A of the Securities Act and of 1933, as amended, or the Securities Act, Section 21E of the Securities and Exchange Act of 1934, as amended (amended, or the “Exchange Act”), that and the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, which are subject based on our management’s beliefs and assumptions and on information currently available to risks and uncertaintiesour management. We have based these forwardForward-looking statements on include information concerning our current expectations possible or assumed future results of our business, financial condition, results of operations, liquidity, plans and projections about future eventsobjectives. All statements, other than statements of present or historical fact are forward-looking statements. In some cases, you can identify forwardForward-looking statements include all statements that are not historical facts and in some cases can be identified by terminology such as “anticipatebelieve,” “believemay,” “estimate,” “continue,” “couldanticipate,” “estimateintend,” “should,” “plan,” “expect,” “intends,” “may,” “might,” “plan,” “possiblepredict,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative of such these terms or other similar expressionsexpressions that convey uncertainty of future events or outcomes. These forward-looking statements are subject Our ability to known predict the results of our operations or the effects of various events on our operating results is inherently uncertain. Therefore, we caution you to consider carefully the matters described under the caption “Risk Factors” and unknown riskscertain other matters discussed in this prospectus supplement, uncertainties the documents incorporated by reference in this prospectus supplement, and assumptions about us that may other publicly available sources. Such factors and many other factors beyond the control of our management could cause our actual results, levels level of activity, performance or achievements to be differ materially different from any future results, levels level of activity, performance or achievements that may be expressed or implied by such forward-looking statements. We caution you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including: • the timeline and our ability to develop and tool our facilities; • our product and software development timeline and expected start of production; • our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder; • changes in our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; • the implementation, market acceptance and success of our business model; • our ability to scale in a cost-effective manner; • developments and projections relating to our competitors and industry; • the impact of health epidemics, including the COVID-19 pandemic, and other economic, regulatory, political, weather and other events on our business and the actions we may take in response thereto; • our expectations regarding our intellectual property protection and not infringe on the rights of others; • our business, expansion plans and opportunities; • the outcome of any known and unknown litigation and regulatory proceedings; and • other risks set forth in the sector entitled “Risk Factors” in this prospectus, any related prospectus supplement and in our reports filed with the SEC. These statements are subject to known and unknown risks, uncertainties and assumptions that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statements, including the following: • We are an early stage company with a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future. • We may be unable to adequately control the costs associated with our operations. • Our business plans require a significant amount of capital. If Unless we are unable required to obtain sufficient funding do so under U.S. federal securities laws or other applicable laws, we do not have access to capital, we will be unable to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affected. • If we fail to successfully build and tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production of our EVs could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if any, and may face risks if we are dependent on a small number of customers for a significant portion of our revenues. • If our EVs fail to perform as expected, our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K and subsequent Quarterly Report on Form 10-Q, which are incorporated by reference herein. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward- looking statements made in this prospectus in the context of these risks and uncertainties. See “Where You Can Find More Information” and “Incorporation of Documents by Reference.” We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this prospectus are made only as of the date hereof. We undertake no obligation intend to update or revise any forward-looking statement statements. Arqit is a cybersecurity company that has pioneered a unique symmetric key agreement technology which makes the communications links of any networked device or data at rest secure against current and future forms of cyber attack — even an attack from a quantum computer. Arqit’s product, called QuantumCloud™, creates unbreakable software encryption keys that are low cost and easy to use with no new hardware required. The software has potentially universal application to every edge device and cloud machine in the world. Our registered office and principal place of business is located at Nova North, Floor ▇, ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and our telephone number is +▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇. Our website address is ▇▇▇▇▇://▇▇▇▇▇.▇▇. The information contained on our website or available through our website does not constitute part of this prospectus. Our registered agent in the United States is Arqit Inc., whose address is ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. Arqit is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, it is eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”). Additionally, to the extent that Arqit ceases to become a foreign private issuer, emerging growth company status would allow it to include reduced disclosure obligations regarding executive compensation in its periodic reports and to be exempt from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find ▇▇▇▇▇’s securities less attractive as a result result, there may be a less active trading market for Arqit’s securities and the prices of new information, future events or otherwise, except as otherwise required by law.Arqit’s securities may be more volatile. Arqit will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year
Appears in 1 contract
Sources: At the Market Offering Agreement
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectusprospectus supplement, any the accompanying prospectus supplement and the documents information incorporated by reference herein or and therein contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities and Exchange Act of 1934, as amended (amended, or the “Exchange Act”), that are subject to involve substantial risks and uncertainties. We have based these forward-looking statements on our current expectations and projections about future events. All statements, other than statements of present or historical fact facts, contained in this prospectus supplement, the accompanying prospectus and the information incorporated by reference herein and therein, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans and objectives of management and expected market growth are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intendsintend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “willtarget,” “would” or the negative of such terms or other and similar expressionsexpressions are intended to identify forward- looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements are subject to known in this prospectus supplement, the accompanying prospectus and unknown risksthe information incorporated by reference herein and therein include, uncertainties and assumptions about us that may cause our actual resultsamong other things, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. We caution you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, includingabout: • our expectations regarding our expenses and revenue, our ability to grow adjusted EBITDA and achieve or maintain profitability, the timeline sufficiency of our cash resources and our ability to develop operate as a going concern in the event that certain related party transactions do not close as expected, the company’s ability, including the timing and tool our facilitiesextent, to sufficiently manage costs and to fund investments in its operations in amounts necessary to maintain compliance with financial and other covenants under its indebtedness, while continuing to support the execution of its growth strategy on the company’s anticipated timelines; • our product ability, including the timing and software development timeline extent, to successfully support the execution of our growth strategy, (including the ability to successfully increase marketing and expected start of production; • technology improvements on our future capital requirements planned timeline, if at all), cost-effectively attract new customers and use of cash; • retain existing customers, including our plans ability to access capital to fund our significant and increasing capital expenditures and other expenses; • sustain any increase in demand resulting from both our growth strategy and the COVID-19 pandemic, and/or our ability to continue to expand our product offeringofferings and distribution channels, and to continue to execute operational efficiency practices; • our financial expectations regarding, and business performancethe stability of, our supply chain, including financial projections potential shortages, interruptions or continued increased costs in the supply or delivery of ingredients, and business metrics parcel and any underlying assumptions thereunderfreight carrier interruptions or delays and/or higher freight or fuel costs, as a result of inflation or otherwise; • changes in our strategyconsumer behaviors, future operationstastes, financial positionand preferences that could lead to changes in demand, estimated revenue including as a result of, among other things, the impact of inflation or other macroeconomic factors¸ and lossesto some extent, projected costslong-term impacts on consumer behavior, prospects and plans; • the implementation, market acceptance and success of our business modelspending habits; • our ability to scale attract and retain qualified employees and personnel in a cost-effective mannersufficient numbers; • developments any material and projections relating adverse impact of the COVID-19 pandemic or any future surges, including as a result of new variants and subvariants of the virus, on our operations and results, such as challenges in employee recruiting and retention, any prolonged closures, or series of temporary closures, of one or both of our fulfillment centers, supply chain or carrier interruptions or delays, and any resulting need to our competitors and industrycancel or shift customer orders; • our ability to effectively compete; • our ability to maintain and grow the impact value of health epidemicsour brand and reputation; • our ability to achieve our environmental, sustainability and corporate governance, or ESG, goals on our anticipated timeframe, if at all; • our ability to maintain food safety and prevent food-borne illness incidents and our susceptibility to supplier-initiated recalls; • our ability, including the COVID-19 pandemictiming and extent, to sufficiently manage costs and to fund investments in our operations in amounts necessary to maintain compliance with financial, ESG, and other economic, regulatory, political, weather and other events covenants under our indebtedness while continuing to support the execution of our growth strategy on our business and the actions we may take in response theretoanticipated timelines; • our expectations regarding ability to comply with modified or new laws and regulations applying to our intellectual property protection and not infringe business, or the impact that such compliance may have on the rights of othersour business; • our businessvulnerability to adverse weather conditions, expansion plans natural disasters, wars, and opportunities; • the outcome of any known and unknown litigation and regulatory proceedingspublic health crises, including pandemics; and • other risks set forth in our ability to obtain and maintain intellectual property protection. We may not actually achieve the sector entitled “Risk Factors” in this prospectusplans, any related prospectus supplement and intentions or expectations disclosed in our reports filed with the SEC. These statements are subject to known and unknown risks, uncertainties and assumptions that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statements, including the following: • We are an early stage company with a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future. • We may be unable to adequately control the costs associated with our operations. • Our business plans require a significant amount of capital. If we are unable to obtain sufficient funding or do not have access to capital, we will be unable to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affected. • If we fail to successfully build and tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production of our EVs could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if any, and may face risks if we are dependent on a small number of customers for a significant portion of our revenues. • If our EVs fail to perform as expected, our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. Given these risks and uncertainties, you should not place undue reliance on these our forward-looking statements. We derive many of our Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements from our operating budgets and forecastswe make. We have included important factors in the cautionary statements included in this prospectus supplement, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict particularly in the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled “Risk Factors” section, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in other documents we file from time to time with the SEC, specifically our most recent Annual Report on Form 10-K and subsequent K, our Quarterly Report Reports on Form 10-QQ and our Current Reports on Form 8-K, which are incorporated by reference herein. All written and oral particularly under the heading “Risk Factors.” Our forward-looking statements attributable to usdo not reflect the potential impact of any future acquisitions, mergers, dispositions, collaborations, joint ventures or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements investments that are made from time to time in our other SEC filings and public communicationswe may make or enter into. You should evaluate all forward- looking statements made in read this prospectus in supplement, the context of these risks accompanying prospectus and uncertainties. See “Where You Can Find More Information” the information incorporated by reference herein and “Incorporation of Documents by Reference.” We caution you therein completely and with the understanding that the important factors referenced above our actual future results may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way be materially different from what we expect. The forward-looking statements included in this prospectus are made only as of the date hereof. We undertake no do not assume any obligation to update or revise any forward-looking statement statements, whether as a result of new information, future events or otherwise, except as otherwise required by law. This prospectus supplement, the accompanying prospectus and the information incorporated by reference herein and therein include statistical and other industry and market data that we obtained from industry publications and research, surveys and studies conducted by third parties. All of the market data used in this prospectus supplement, the accompanying prospectus and the information incorporated by reference herein and therein involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such data. We believe that the information from these industry publications, surveys and studies is reliable. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of important factors, including those described in the section titled “Risk Factors” in this prospectus supplement and in our most recent Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K, particularly under the heading “Risk Factors.” These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.
Appears in 1 contract
Sources: Equity Distribution Agreement
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectus, any prospectus supplement and the documents incorporated by reference herein or therein therein, contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), that are subject intended to risks be covered by the “safe harbor” created by those sections. Forward-looking statements, which are based on certain assumptions and uncertainties. We have based these describe our future plans, strategies and expectations, can generally be identified by the use of forward-looking statements on our current expectations and projections about future events. All statements, other than statements of present or historical fact are forward-looking statements. In some cases, you can identify forward-looking statements by terminology terms such as “anticipatemay,” “believewill,” “continueshould,” “expects,” “plans,” “anticipates,” “could,” “estimate,” “expect,” “intends,” “maytarget,” “mightprojects,” “plancontemplates,” “possiblebelieves,” “estimates,” “predicts,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative of such terms “continue” or other similar expressionscomparable terms. All statements other than statements of historical facts included in this prospectus and the documents incorporated by reference herein or therein regarding our strategies, prospects, financial condition, operations, costs, plans and objectives are forward-looking statements. These forward-looking statements are subject to known and unknown risks, uncertainties uncertainties, assumptions and assumptions about us other factors that may could cause our actual results of operations, financial condition, liquidity, performance, prospects, opportunities, achievements or industry results, levels as well as those of activitythe markets we serve or intend to serve, performance to differ materially from those expressed in, or achievements to be materially different from any future resultssuggested by, levels of activity, performance or achievements expressed or implied by such these forward-looking statements. We caution you that these These forward-looking statements are subject based on assumptions regarding our present and future business strategies and the environment in which we expect to numerous operate in the future. Important risks and uncertaintiesfactors that could cause those differences include, most but are not limited to: ● our reliance on one key customer for a substantial percentage of our revenue; ● our incurrence of significant operating and net losses since our inception, and we anticipate continuing to incur significant losses for the foreseeable future; ● our need to potentially raise additional capital, including to fund our current debt obligations and to fund potential acquisitions and capital expenditures, which are difficult may not be available on terms acceptable to predict us or at all and which depends on many of which are factors beyond our control. All ● the effects of the global COVID-19 pandemic; ● our ability to consummate any proposed financing, acquisition or transaction, the timing of the closing of such proposed event, including the risks that a condition to closing would not be satisfied within the expected timeframe or at all, or that the closing of any proposed financing, acquisition or transaction will not occur or whether any such event will enhance shareholder value; ● our ability to attract, maintain and increase the number of our users and paid subscribers; ● our ability to identify, acquire, secure and develop content, including original content; ● our ability to successfully implement our growth strategy, including relating to our technology platforms and applications; ● our ability to maintain compliance with certain financial and other covenants; ● our ability to consummate any future acquisitions on the proposed terms or at all; ● our ability to integrate our acquired businesses; ● the ability of the combined business to grow, including through acquisitions which we are able to successfully integrate, and the ability of our executive officers to manage growth profitably; ● the demand for live and music streaming services and market acceptance for our products and services; ● our ability to generate sufficient cash flow to make payments on our indebtedness; ● our incurrence of additional indebtedness in the future; our ability to repay current indebtedness at maturity or to redeem the convertible debentures upon a fundamental chance or at specific redemption dates; ● the outcome(s) of any legal proceedings pending or that may be instituted against us, our subsidiaries, or third parties to whom we owe indemnification obligations; ● changes in laws or regulations that apply to us or our industry; ● our ability to recognize and timely implement future technologies in the music and live streaming space; ● our ability to capitalize on investments in developing our service offerings, including our LiveXLive app, to deliver and develop upon current and future technologies; ● our significant reliance on technology to stream our content and manage other aspects of our operations; ● significant product development expenses associated with our technology initiatives; ● our ability to deliver end-to-end network performance sufficient to meet increasing customer demands; ● our ability to timely and economically obtain necessary approval(s), releases and or licenses on a timely basis for the use of our music content on our service platform; ● our ability to obtain and maintain international authorizations to operate our service over the proper foreign jurisdictions our customers utilize; ● our ability to expand our service offerings and deliver on our service roadmap; ● our ability to timely and cost-effectively produce, identify and or deliver compelling content that brands will advertise on and or customers will purchase and or subscribe to across our platform; ● general economic and technological circumstances in the music and live streaming digital markets; ● our ability to obtain and maintain licenses for music content used on our platforms; ● the loss of, or failure to realize benefits from, agreements with our music labels, publishers and partners; ● our ability to compete with our competitors; ● our company facing significant competition for advertiser and sponsorship spend; ● impact of negative media coverage on our business; ● our ability to develop, maintain, protect and enhance our brand; ● our ability to develop and maintain strong security systems and measures; ● unfavorable economic conditions in the music industry and economy as a whole; ● our ability to expand our domestic or international operations, including our ability to grow our business with current and potential future music labels, festivals, publishers, or partners; ● the effects of service interruptions or delays, technology failures, material defects or errors in our software, damage to our equipment or geopolitical restrictions; ● costs associated with defending pending or future intellectual property infringement actions and other litigation or claims; ● increases in our projected capital expenditures due to, among other things, unexpected costs incurred in connection with the roll out of our technology roadmap or our plans of expansion in North America and internationally; ● the effect of minimum guarantees required under certain of our podcast license agreements; ● fluctuation in our operating results; ● the effect of the conditional conversion feature of our convertible notes and convertible debentures; ● our ability to establish and maintain effective internal controls over financial reporting; ● our ability to overcome substantial doubt about our ability to continue as a going concern; ● data security and privacy risks; ● changes in tax treatment of companies engaged in e-commerce; ● our reliance, in part, on the strength of our live in person festivals and events, as well as our online businesses, and the level of their popularity; ● if we are forced to cancel or postpone all or part of a scheduled festival or event; ● the risk of personal injuries and accidents occurring at our live music events, which could subject us to personal injury or other claims, increase our expenses and damage our brands; ● other risks and uncertainties applicable to the businesses of our subsidiaries; and ● other risks and uncertainties included in this prospectus and any accompanying prospectus supplement under the caption “Risk Factors” and risks and uncertainties described in documents incorporated by reference into this prospectus and any accompanying prospectus supplement. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward- looking statements we make. We have included important factors in the cautionary statements included in this prospectus, particularly in the “Risk Factors” section, as well as the risk factors incorporated by reference in this prospectus, discussed under “Item 1A-Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended March 31, 2021, and under similar headings in our subsequently filed Quarterly Reports on Form 10-Q and Annual Reports on Form 10- K, that could cause actual results or events to differ materially from the forward-looking statements are subject that we make. Therefore, you should not rely on the occurrence of events described in any of these forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make. You should read this prospectus and the documents that we have filed as exhibits to risks this prospectus completely and uncertainties with the understanding that our actual future results may be materially different from what we expect. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise. New factors emerge from time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those that we expected, including: • the timeline and our ability to develop and tool our facilities; • our product and software development timeline and expected start of production; • our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performance, including financial projections and business metrics and contained in any underlying assumptions thereunder; • changes in our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; • the implementation, market acceptance and success of our business model; • our ability to scale in a cost-effective manner; • developments and projections relating to our competitors and industry; • the impact of health epidemics, including the COVID-19 pandemic, and other economic, regulatory, political, weather and other events on our business and the actions we may take in response thereto; • our expectations regarding our intellectual property protection and not infringe on the rights of others; • our business, expansion plans and opportunities; • the outcome of any known and unknown litigation and regulatory proceedings; and • other risks set forth in the sector entitled “Risk Factors” in this prospectus, any related prospectus supplement and in our reports filed with the SEC. These statements are subject to known and unknown risks, uncertainties and assumptions that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statements, including the following: • We are an early stage company with a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future. • We may be unable to adequately control the costs associated with our operations. • Our business plans require a significant amount of capital. If we are unable to obtain sufficient funding or do not have access to capital, we will be unable to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affected. • If we fail to successfully build and tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production of our EVs could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if any, and may face risks if we are dependent on a small number of customers for a significant portion of our revenues. • If our EVs fail to perform as expected, our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We derive many qualify all of the information presented in this prospectus, any accompanying prospectus supplement and any document incorporated herein by reference, and particularly our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K and subsequent Quarterly Report on Form 10-Q, which are incorporated by reference herein. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as statements. This prospectus includes statistical and other cautionary statements that are made from time to time in our other SEC filings industry and public communications. You should evaluate all forward- looking statements made in this prospectus in the context of these risks and uncertainties. See “Where You Can Find More Information” and “Incorporation of Documents by Reference.” We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you market data that we will realize obtained from industry publications and research, surveys and studies conducted by third parties. Industry publications and third-party research, surveys and studies generally indicate that their information has been obtained from sources believed to be reliable, although they do not guarantee the results accuracy or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this prospectus are made only as completeness of the date hereof. We undertake no obligation to update or revise any forward-looking statement as a result of new such information, future events or otherwise, except as otherwise required by law.
Appears in 1 contract
Sources: Sales Agreement
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectusprospectus supplement, any the accompanying prospectus supplement and the documents information incorporated by reference herein or therein in this prospectus contain forward-certain forward- looking statements within the meaning of Section 27A of the Securities Act Act, and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), that are subject to risks and uncertainties. We have based these forward-looking statements on our current expectations and projections about future events. All statements, other than statements of present or historical fact fact, contained in this prospectus supplement and the accompanying prospectus are statements that could be deemed forward-looking statements, including but not limited to any statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans and objectives of management, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intendsintend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “willtarget,” “would,” and similar expressions are intended to identify forward- looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements may include, but are not limited to, statements about: • our use of cash reserves; • our ability to continue as a going concern; • the design, initiation, timing, progress and results of our preclinical studies and clinical trials, and our research and development programs; • our ability to retain the continued service of our key professionals and to identify, hire and retain additional qualified professionals; • our ability to advance product candidates into, and successfully complete, clinical trials; • the potential advantages of our product candidates; • the timing or likelihood of regulatory filings and approvals; • the negative commercialization of our product candidates, if approved; • our manufacturing plans; • our sales, marketing and distribution capabilities and strategy; • the market opportunity for and the potential market acceptance of ORLYNVAH™ for uncomplicated urinary tract infections, or uUTIs, caused by certain designated microorganisms in adult women who have limited or no alternative oral antibacterial treatment options • market acceptance of any product we successfully commercialize; • the pricing, coverage and reimbursement of our product candidates, if approved; • the implementation of our business model and strategic plans for our business and product candidates; • the scope of protection we are able to establish and maintain for intellectual property rights covering our product candidates and our ability to defend and enforce any such intellectual property rights; • our ability to enter into strategic arrangements, collaborations and/or commercial partnerships in the United States and other territories and the potential benefits of such terms arrangements; • our estimates regarding expenses, capital requirements and needs for additional financing; • our expectations regarding how far into the future our cash on hand will fund our ongoing operations; • our financial performance; • developments relating to our competitors and our industry; • our ability to regain and maintain compliance with the listing requirements of Nasdaq; • the impact of general economic conditions, including inflation; • our ability to maintain compliance with listing requirements of Nasdaq; • our strategic process to sell, license, or other similar expressionsotherwise dispose of our rights to ORLYNVAH™ to maximize value for our stakeholders and the outcome, impact, effects and results of our pursuit of strategic alternatives, including the terms, timing, structure, value, benefits and costs of any strategic process and our ability to complete one at all; • our ability to successfully prepare and implement commercialization plans for ORLYNVAH™ with a commercial partner or directly, including our ability to build and maintain a sales force and prepare for commercial launch of ORLYNVAH™, if we are unsuccessful at entering into or completing a strategic transaction; and • our expectations related to the use of proceeds from this offering. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors. We therefore caution you against relying on any of these forward-looking statements. These forward-looking statements are subject to known only predictions and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. We caution you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including: • the timeline and our ability to develop and tool our facilities; • our product and software development timeline and expected start of production; • our future capital requirements and use of cash; • our plans to access capital to fund our significant and increasing capital expenditures and other expenses; • our growth strategy and product offering; • our financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder; • changes in our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; • the implementation, market acceptance and success of our business model; • our ability to scale in a cost-effective manner; • developments and projections relating to our competitors and industry; • the impact of health epidemics, including the COVID-19 pandemic, and other economic, regulatory, political, weather and other events on our business and the actions we may take in response thereto; • our expectations regarding our intellectual property protection and not infringe on the rights of others; • our business, expansion plans and opportunities; • the outcome of any known and unknown litigation and regulatory proceedings; and • other risks set forth in the sector entitled “Risk Factors” in this prospectus, any related prospectus supplement and in our reports filed with the SEC. These statements are subject to known and unknown risks, uncertainties and assumptions that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statements, including the following: • We are an early stage company with a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future. • We may be unable to adequately control the costs associated with our operations. • Our business plans require a significant amount of capital. If we are unable to obtain sufficient funding or do not have access to capital, we will be unable to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affected. • If we fail to successfully build and tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed. • We may not be able to realize the non-dilutive financial incentives offered by the States of Oklahoma and Arkansas where we will develop our own manufacturing facilities. • Developing our own manufacturing facilities for production of our EVs could increase our capital expenditures and delay or inhibit production of our EVs. • We have not achieved positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain. • Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors. • Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. • We previously identified material weaknesses in our internal control over financial reporting. Although the weaknesses previously identified have been remediated, if we identify additional material weaknesses referenced in the future or otherwise fail to maintain an effective system section of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. • If we fail to manage our growth effectively, we may not be able to design, develop, manufacture, market and launch our EVs successfully. • We are highly dependent on the service of our key employees and senior management and, if we are unable to attract and retain key employees and hire qualified management, technical and EV engineering personnel, our ability to compete could be harmed. • Our ability to develop and manufacture EVs of sufficient quality and appeal to customers on schedule and on a large scale is unproven and still evolving. • We have no experience to date in high volume manufacture of our EVs. • We will depend initially on revenue generated from a single EV model and in the foreseeable future will be significantly dependent on a limited number of models. • There is no guarantee that we will be able to develop our software platform, Canoo Digital Ecosystem, or that if we are able to develop it, that we will obtain the revenue and other benefits we expect from it. • We may fail to attract new customers in sufficient numbers or at sufficient rates or at all or to retain existing customers, if any, and may face risks if we are dependent on a small number of customers for a significant portion of our revenues. • If our EVs fail to perform as expected, our ability to develop, market and deploy our EVs could be harmed. • Our distribution model may expose us to risk and, if unsuccessful, may impact our business prospects and results of operations. • We may experience significant delays in the design, production and launch of our EVs, which could harm our business, prospects, financial condition and operating results. • Increases in costs, disruption of supply or shortage of raw materials and other components used in our vehicles, in particular lithium-ion battery cells, could harm our business. • We depend upon third parties to manufacture and to supply key components and services necessary for our vehicles. We do not have long-term agreements with all of our manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide these key components and services, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted. • We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. • Our EVs are based on the use of complex and novel steer-by-wire technology that is unproven on a wide commercial scale and rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected. • We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our EVs and customer data processed by us or third-party vendors. • We face legal, regulatory and legislative uncertainty in how our go-to-market models will be interpreted under existing and future law, including the potential inability to protect our intellectual property rights, and we may be required to adjust our consumer business model in certain jurisdictions as a result. • The automotive market is highly competitive and technological developments by our competitors may adversely affect the demand for our EVs and our competitiveness in this industry. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections any accompanying prospectus supplement entitled “Risk Factors.” You should also carefully review the risk factors, risk factor summary and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” cautionary statements described in the other documents we file from time to time with the SEC, specifically our most recent Annual Report on Form 10-K and subsequent K, our Quarterly Report Reports on Form 10-QQ and our Current Reports on Form 8-K. The forward- looking statements contained in this prospectus supplement and the accompanying prospectus, which are and incorporated by reference herein. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that herein are made from time to time in our other SEC filings and public communications. You should evaluate all forward- looking statements made in this prospectus in the context of these risks and uncertainties. See “Where You Can Find More Information” and “Incorporation of Documents by Reference.” We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this prospectus are made only as of the date hereofwhen made. We undertake no obligation to revise or update or revise any forward-looking statement as a result of new information, future events or otherwisestatements, except as otherwise to the extent required by law. This prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein include statistical and other industry and market data that we obtained from industry publications and research, surveys and studies conducted by third parties as well as our own estimates of potential market opportunities. All of the market data used in this prospectus supplement and the documents incorporated by reference herein involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such data. Industry publications and third-party research, surveys and studies generally indicate that their information has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. Our estimates of the potential market opportunities for our product candidates include several key assumptions based on our industry knowledge, industry publications, third-party research and other surveys, which may be based on a small sample size and may fail to accurately reflect market opportunities. While we believe that our internal assumptions are reasonable, no independent source has verified such assumptions.
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Sources: Sales Agreement