UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On January 21, 2024, Fisker Inc. (the “Company”) and an institutional investor (the “Investor”) that holds the Company’s outstanding 0% senior secured convertible notes due 2025 (the “Notes”) entered into a Second Amendment and Waiver Agreement (the “Second Waiver”), pursuant to which, among other things:
| (i) | in connection with one or more future transactions with a strategic automotive partner, the Company has secured a release of all liens previously granted to the Investor on the intellectual property required by any such transactions; |
| (ii) | all financial covenants relating to the Company’s cash reserves were waived, and such unrestricted cash is now available for use in the operations of the Company; and |
| (iii) | the Company obtained a waiver of the use by the Investor of any remaining remedies arising from the Company’s previous late filing of its quarterly report on Form 10-Q for the quarter ended September 30, 2023. |
This summary is qualified in its entirety by reference to the full text of the Second Waiver, the form of which is attached as Exhibit 10.1 to this Current Report on Form 8-K.
As previously disclosed, on July 10, 2023, the Company entered into a Securities Purchase Agreement with the Investor pursuant to which the Company agreed to sell, and the Investor agreed to purchase the Notes. As of January 19, 2024, the remaining aggregate balance of the Notes is $324,500,000 following conversion by the Investor of an aggregate of $185,500,000 of the $510,000,000 aggregate principal amount of the Notes. As of January 19, 2024, the Company has issued 159,062,553 shares of Class A common stock in the aggregate in connection with the conversions of the Notes described above.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 10.1 | Form of Second Amendment and Waiver Agreement | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: January 22, 2024 | FISKER INC. | |||||
| By: | /s/ Dr. Geeta Gupta-Fisker | |||||
| Dr. Geeta Gupta-Fisker | ||||||
| Chief Financial Officer and Chief Operating Officer | ||||||