Canoo Inc. Announces 1-for-23 Reverse Stock Split Effective March 8, 2024

Justin, TX, March 06, 2024 (GLOBE NEWSWIRE) -- Canoo Inc. (NASDAQ: GOEV), (“Canoo” or the “Company”), an advanced high-tech mobility company, announced today that it will effect a 1-for-23 reverse stock split of its common stock, par value $0.0001 per share (“Common Stock”), that will become effective on March 8, 2024, at 8:00 a.m., Eastern Time (“Effective Date”). Canoo’s Common Stock will continue to trade on The Nasdaq Capital Market under the existing ticker symbol "GOEV" and will begin trading on a split-adjusted basis when the market opens on March 8, 2024.  The new CUSIP number for Canoo’s Common Stock following the reverse stock split will be 13803R201.

At the Company’s Special Meeting of Stockholders held on February 29, 2024 (the “Special Meeting”), the Company’s stockholders granted the Company’s board of directors (the “Board”) the discretion to effect a reverse stock split of all of the outstanding shares of the Company’s Common Stock through an amendment to its Second Amended and Restated Certificate of Incorporation at a ratio in the range of 1-for-2 to 1-for-30, with the exact reverse split ratio and timing, but in any case prior to the one-year anniversary of the date of the Special Meeting, to be determined by the Board. The Board approved a 1-for-23 reverse split ratio, and the Company intends file a Certificate of Amendment to its Second Amended and Restated Certificate of Incorporation on March 8, 2024 to effect the reverse stock split.

The Board implemented the reverse stock split with the objective of regaining compliance with the $1.00 minimum bid price requirement of The Nasdaq Capital Market. The Company has until March 25, 2024 to comply with this requirement. To evidence compliance with this requirement, the closing bid price of the Company’s Common Stock must be at least $1.00 per share for a minimum of ten consecutive business days by March 25, 2024.

As a result of the reverse stock split, every 23 shares of the Company’s Common Stock will automatically be combined into one share of Common Stock. The reverse stock split will affect all stockholders uniformly and will not alter any stockholder’s percentage ownership interest in the Company’s equity, except for immaterial adjustments that may result from the treatment of fractional shares as described below. No fractional shares will be issued in connection with the reverse stock split. Our transfer agent, Continental Stock Transfer & Trust Company (“Continental”), will aggregate all fractional shares of our Common Stock and sell them as soon as practicable after the Effective Date at the then-prevailing prices on the open market, on behalf of those stockholders who would otherwise be entitled to receive a fractional share of our Common Stock as a result of the reverse stock split. The Company expects that Continental will conduct the sale in an orderly fashion at a reasonable pace and that it may take several days to sell all of the aggregated fractional shares of our Common Stock (the “Aggregated Fractional Shares”). After the completion of such sale, stockholders of record who otherwise would be entitled to receive fractional shares (i.e., stockholders that hold a number of pre-reverse stock split shares of Common Stock not evenly divisible by the final ratio) will instead receive their respective pro rata share of the total proceeds of that sale (the “Total Sale Proceeds”). These stockholders will be entitled to a cash payment (without interest), in lieu of any fractional shares, in an amount equal to: (a) their respective fractional share interest, multiplied by (b) a share price equal to (i) the Total Sale Proceeds, divided by (ii) the Aggregated Fractional Shares. There will not be a reduction in the total number of authorized shares of Common Stock.