UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 5, 2024, Fisker Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”). At the Special Meeting, stockholders approved an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to increase the total number of shares of Class A Common Stock, par value $0.00001 per share (the “Class A Common Stock”) that the Company will have authority to issue from 1,250,000,000 shares to 2,000,000,000 shares. The Company filed a Certificate of Amendment to its Second Amended and Restated Certificate of Incorporation (the “Charter Amendment”) with the Secretary of State of the State of Delaware on March 7, 2024 to reflect this amendment, which became effective immediately upon filing. The foregoing description of the Charter Amendment is qualified in its entirety by reference to the full text of the Charter Amendment, which is filed herewith as Exhibit 3.1 and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Special Meeting, the Company’s stockholders voted on the proposals set forth below, each of which is described in greater detail in the definitive proxy statement filed by the Company with the U.S. Securities and Exchange Commission on February 9, 2024.
The final voting results on each of the matters submitted to a vote of stockholders at the Special Meeting are set forth below.
1. For purposes of the rules of the New York Stock Exchange, the potential issuance of more than 19.99% of the outstanding shares of Class A Common Stock was approved. The voting results were as follows:
| Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes | |||
| 1,362,996,358 |
16,737,272 | 1,241,992 | 115,017,774 |
2. The adoption of an amendment to the Company’s Second Amended and Restated Certificate of Incorporation was approved to increase the total number of shares of Class A Common Stock that the Company will have authority to issue from 1,250,000,000 shares to 2,000,000,000 shares. The voting results were as follows:
| Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes | |||
| 1,446,476,714 |
45,349,811 | 4,166,871 | N/A |
Item 9.01 Financial Statements and Exhibits.
(d) List of Exhibits.
| Exhibit No. |
Description | |
| 3.1 | Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Fisker Inc. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). | |
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: March 8, 2024 | FISKER INC. | |||||
| By: | /s/ Geeta Gupta-Fisker | |||||
| Dr. Geeta Gupta-Fisker | ||||||
| Chief Financial Officer and Chief Operating Officer | ||||||
Exhibit 3.1
CERTIFICATE OF AMENDMENT TO THE
SECOND AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
FISKER INC.
Pursuant to Section 242 of the
General Corporation Law of the State of Delaware
March 6, 2024
FISKER INC. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows:
| 1. | The name of the Corporation is Fisker Inc. |
| 2. | The original Certificate of Incorporation of the Corporation was filed with the office of the Secretary of State of the State of Delaware (the “Delaware Secretary”) on October 13, 2017 under the name “Nike Energy Acquisition Corp.” The Second Amended and Restated Certificate of Incorporation of the Corporation was filed with the Delaware Secretary on October 29, 2020, as amended by that certain Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation, filed on September 22, 2023 (collectively, the “Second Amended and Restated Certificate of Incorporation”). |
| 3. | This Amendment to the Second Amended and Restated Certificate of Incorporation of the Corporation was duly adopted in accordance with Section 242 of the DGCL. |
| 4. | This Amendment to the Second Amended and Restated Certificate of Incorporation of the Corporation amends the Second Amended and Restated Certificate of Incorporation of the Corporation. |
| 5. | The text of Article IV, Section 1.1 of the Second Amended and Restated Certificate of Incorporation of the Corporation is hereby amended and restated in its entirety to read in full as follows: |
The total number of shares of all classes of stock that the Corporation has authority to issue is 2,165,000,000 shares, consisting of three classes: 2,000,000,000 shares of Class A Common Stock, $0.00001 par value per share (“Class A Common Stock”), 150,000,000 shares of Class B Common Stock, $0.00001 par value per share (“Class B Common Stock” and together with the Class A Common Stock, the “Common Stock”) and 15,000,000 shares of Preferred Stock, $0.00001 par value per share (“Preferred Stock”).
IN WITNESS WHEREOF, the Corporation has caused this Amendment to the Second Amended and Restated Certificate of Incorporation to be duly executed by an authorized officer this sixth day of March, 2024.
| FISKER INC. | ||
| By: | /s/ Henrik Fisker | |
| Name: | Henrik Fisker | |
| Title: | Chairman of the Board, President and Chief Executive Officer | |
Document and Entity Information |
Mar. 05, 2024 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | Fisker Inc./DE |
| Amendment Flag | false |
| Entity Central Index Key | 0001720990 |
| Current Fiscal Year End Date | --12-31 |
| Document Type | 8-K |
| Document Period End Date | Mar. 05, 2024 |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-38625 |
| Entity Tax Identification Number | 82-3100340 |
| Entity Address, Address Line One | 1888 Rosecrans Avenue |
| Entity Address, City or Town | Manhattan Beach |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 90266 |
| City Area Code | (833) |
| Local Phone Number | 434-7537 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Class A Common Stock, par value of $0.00001 per share |
| Trading Symbol | FSR |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |