Delaware | 84-4605714 | ||||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
815 14th Street SW, Suite A100, Loveland, Colorado | 80537 | ||||
(Address of Principal Executive Offices) | (Zip Code) |
Large accelerated filer | ¨ | Accelerated filer | ¨ | ||||||||
Non-accelerated filer | x | Smaller Reporting Company | x | ||||||||
Emerging Growth Company | x | ||||||||||
Item 3. | Incorporation of Documents by Reference. |
● | The Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the Commission on March 13, 2023; |
● | The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 filed with the Commission on May 17, 2023, and the Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 filed with the Commission on August 14, 2023; |
● | The Company’s Current Reports on Form 8-K filed with the Commission on January 25, 2023, February 10, 2023, March 13, 2023, April 24, 2023; May 17, 2023, June 2, 2023, June 20, 2023, July 27, 2023, and August 4, 2023; and |
● | The description of the Common Stock contained in the Company’s Registration Statement on Form 8-A filed with the Commission on May 4, 2020 pursuant to Section 12 of the Exchange Act, and all amendments or reports filed for the purpose of updating such description. |
Item 4. | Description of Securities. |
Item 5. | Interests of Named Experts and Counsel. |
Item 6. | Indemnification of Directors and Officers. |
Item 7. | Exemption From Registration Claimed. |
Item 8. | Exhibits. |
Exhibit | Description | ||||
3.1 | Second Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the Commission on May 12, 2021) | ||||
3.2 | Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of the Company, effective April 27, 2023 (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, filed with the Commission on April 24, 2023) | ||||
3.3 | Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed with the Commission on May 12, 2021) | ||||
4.1 | Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 of the Company’s Form S-1 filed with the Commission on June 21, 2021). | ||||
5.1* | |||||
10 | 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.7 of the Company’s Current Report on Form 8-K filed with the Commission on May 12, 2021) | ||||
23.1* | Consent of Foley & Lardner LLP (contained in Exhibit 5.1) | ||||
23.2* | |||||
24* | Power of Attorney (included on signature page) | ||||
107* |
Item 9. | Undertakings. |
Lightning eMotors, Inc. | |||||||||||
By: | /s/ Timothy Reeser | ||||||||||
Name: | Timothy Reeser | ||||||||||
Title: | Chief Executive Officer and President |
Name | Title | Date | ||||||||||||
/s/ Timothy Reeser | Chief Executive Officer and Director | August 16, 2023 | ||||||||||||
Timothy Reeser | (Principal Executive Officer) | |||||||||||||
/s/ David Agatston | Chief Financial Officer | August 16, 2023 | ||||||||||||
David Agatston | (Principal Financial and Accounting Officer) | |||||||||||||
/s/ Robert Fenwick-Smith | Director | August 16, 2023 | ||||||||||||
Robert Fenwick-Smith | ||||||||||||||
/s/ Thaddeus Senko | Director | August 16, 2023 | ||||||||||||
Thaddeus Senko | ||||||||||||||
/s/ Diana Tremblay | Director | August 16, 2023 | ||||||||||||
Diana Tremblay | ||||||||||||||
/s/ Bruce Coventry | Director | August 16, 2023 | ||||||||||||
Bruce Coventry | ||||||||||||||
/s/ Kenneth Jack | Director | August 16, 2023 | ||||||||||||
Kenneth Jack | ||||||||||||||
/s/ Wanda Jackson-Davis | Director | August 16, 2023 | ||||||||||||
Wanda Jackson-Davis |
Security Type | Security Class Title | Fee Calculation Rule | Amount to be Registered(1) | Proposed Maximum Offering Price per Unit(2) | Maximum Aggregate Offering Price(2) | Fee Rate | Amount of Registration Fee | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity | Common Stock, par value $0.0001 per share, to be issued in connection with the Lightning eMotors, Inc. 2021 Equity Incentive Plan | Rule 457(c) and Rule 457(h) | 224,607 | $2.93 | $658,099 | $0.00011020 | $72.52 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total Offering Amounts | 224,607 | $ | $72.52 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total Fee Offsets | $0 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net Fee Due | $72.52 |
(1) | Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover an indeterminate number of shares of Common Stock that may be necessary to adjust the number of shares of Common Stock reserved for issuance pursuant to the Lightning eMotors, Inc. 2021 Equity Incentive Plan by reason of any share dividend, share split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of common stock. |
(2) | Estimated in accordance with Rules 457(c) and 457(h) of the Securities Act, solely for the purpose of calculating the registration fee, based on the average of the high and low sales prices per share of common stock as reported on the NYSE on August 15, 2023. |
Exhibit 5.1 | |||||
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Lightning eMotors, Inc. 815 14th Street SW Suite A100 Loveland, Colorado 80537 |
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