Material Agreement Form 8 K

Item 1.01

Entry into a Material Definitive Agreement.

At-the-Market Sales Agreement

On September 13, 2024, Canoo Inc. (the "Company") entered into an Equity Distribution Agreement (the "Sales Agreement") with Northland Securities, Inc. (the "Agent") to sell shares of the Company's common stock, par value $0.0001 per share ("Common Stock"), having an aggregate sales price of up to $200 million (the "Shares"), from time to time, through an "at the market offering" program under which the Agent will act as the sales agent. The sales, if any, of the Shares made under the Sales Agreement will be made by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415 promulgated under the Securities Act of 1933, as amended.

The Shares will be issued pursuant to the Company's shelf registration statements on Form S-3 filed by the Company with the Securities and Exchange Commission on May 10, 2022 (File No. 333-264842) (the "May 2022 Form S-3") and July 23, 2024 (File No. 333-280962), in each case including a prospectus, relating to the securities, including the Shares, to be issued from time to time by the Company. The Company filed a prospectus supplement on September 13, 2024 (the "Prospectus Supplement") with the U.S. Securities and Exchange Commission in connection with the offer and sale of the Shares.

The Company's prior at-the-market offering pursuant to an Equity Distribution Agreement with Evercore Group L.L.C. and H.C. Wainwright & Co., LLC, dated August 8, 2022, which was previously registered under the May 2022 Form S-3, expired pursuant to its terms on August 8, 2024 and is no longer in effect after such date.

The Sales Agreement provides that the Agent will be entitled to compensation for its services in an amount equal to 3.0% of the aggregate gross proceeds from the sales placed by the Agent thereunder. The Sales Agreement contains customary representations, warranties and agreements by the Company, indemnification obligations of the Company and the Agent, other obligations of the parties and termination provisions. The Company is not obligated to sell any of the Shares under the Sales Agreement and may at any time suspend solicitation and offers thereunder. The offering of the Shares pursuant to the Sales Agreement will terminate on the earlier of (i) the sale, pursuant to the Sales Agreement, of the Shares having an aggregate sales price of $200 million and (ii) the termination of the Sales Agreement by either the Company or the Agent, as permitted therein.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any of the Shares under the Sales Agreement, nor shall there be any sale of such Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the Sales Agreement, which is filed hereto as Exhibit 10.1 and which is incorporated herein by reference.

Attached to this Current Report on Form 8-K as Exhibit 5.1, and incorporated by reference to the Prospectus Supplement, is the opinion of Munck Wilson Mandala, LLP relating to the legality of the Shares.

Yorkville Consent Agreement

As previously disclosed, (i) on July 20, 2022, the Company entered into a Pre-Paid Advance Agreement (as amended and supplemented from time to time, the "2022 PPA") with YA II PN, Ltd., a Cayman Islands exempt limited company ("Yorkville") and (ii) on July 19, 2024, the Company entered into a Prepaid Advance Agreement (as amended and supplemented from time to time, the "July PPA," and together with the 2022 PPA, the "PPA Agreements") with Yorkville. Pursuant to the terms of each of the PPA Agreements, the Company may enter into an "at the market offering" or other continuous offering or similar offering of Common Stock with a registered broker-dealer, whereby the Company may sell Common Stock at a future determined price; provided, however, that the Company shall not be permitted to execute transactions under such agreement unless (i) an Amortization Event (as defined in the PPA Agreements) has occurred and is continuing, or (ii) there is no balance outstanding under all prior Prepaid Advances (as defined in the PPA Agreements).

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