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:
Securities registered pursuant to Section 12(b) of the Act:
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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 8.01 Other Events.
On August 3, 2023, QuantumScape Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Evercore Group L.L.C. and Morgan Stanley & Co. LLC, as representatives of the underwriters (the “Underwriters”), relating to the offering by the Company of 37,500,000 shares (the “Firm Shares”) of the Company’s Class A common stock, par value $0.0001 per share (“Common Stock”). The offering price to the public for the Shares was $8.00 per share, and the Underwriters agreed to purchase the Shares from the Company pursuant to the Underwriting Agreement at a price of $7.72 per share. Under the terms of the Underwriting Agreement, the Company also granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 5,625,000 shares of Common Stock (the “Option Shares” and, together with the Firm Shares, the “Shares”) at the same price per share as the Firm Shares. The offering, excluding the Option Shares, closed on August 8, 2023. The net proceeds to the Company from the offering, after deducting the underwriting discount and estimated offering expenses payable by the Company, are expected to be approximately $288.7 million, or approximately $332.1 million if the underwriters exercise their option to purchase the Option Shares in full.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. In addition, pursuant to the terms of the Underwriting Agreement, the Company and all executive officers and directors of the Company who own any shares of common stock in the Company, or to whom the Company may issue shares of common stock during the period commencing on August 3, 2023 and continuing to and including November 1, 2023 (the “Lock-Up Period”), have entered into “lock-up” arrangements with the Underwriters, which generally prohibit the offer, sale, transfer or other disposition of securities of the Company during the Lock-Up Period, subject to certain exceptions.
The Shares were offered pursuant to the Company’s registration statement on Form S-3 (File No. 333-266419) (the “Registration Statement”). In connection with this offering, the legal opinion as to the legality of the Shares is being filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein and into the Registration Statement by reference.
The Underwriting Agreement has been filed with this Current Report on Form 8-K to provide information regarding its terms. It is not intended to provide any other factual information about the Company. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.
The foregoing description of the material terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
This Current Report on Form 8-K, including the exhibits hereto, shall not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company, which is being made only by means of a written prospectus meeting the requirements of Section 10 of the Securities Act, nor shall there be any sale of the Company’s securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
Certain of underwriters and their respective affiliates have provided from time to time, and may provide in the future, investment and commercial banking and financial advisory services to the Company and its affiliates in the ordinary course of business, for which they have received and may continue to receive customary fees and commissions.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number
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Description
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1.1* |
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5.1 |
Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation. |
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23.1 |
Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1). |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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* Exhibits and schedules have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K and will be furnished to the Securities and Exchange Commission upon request.
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.
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QuantumScape Corporation |
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Date: |
August 8, 2023 |
By: |
/s/ Michael McCarthy |
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Name: Michael McCarthy |