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[mgland]

FSRN. heads up
https://www.sec.gov/Archives/edgar/data/1720990/000119312524075463/d814200dpre14a.htm


PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

[?], 2024

Dear Stockholder:

You are cordially invited to attend a special meeting of stockholders of Fisker Inc. (the “Company”). The special meeting will be held on Wednesday, April 24, 2024 at 8:00 a.m., Pacific Time, online via live webcast available at www.virtualshareholdermeeting.com/FSR2024SM2 (such meeting, including any adjournment or postponement thereof, the “Special Meeting”) for the following purposes:

1. To approve, for purposes of the rules of the New York Stock Exchange (the “NYSE”), the potential issuance of more than 19.99% of the outstanding shares of Class A Common Stock, par value $0.00001 per share (the “Class A Common Stock”), upon conversion of the 2024 Notes as described below (the “Stock Issuance Proposal”);

2. To adopt an amendment to the Company’s Second Amended and Restated Certificate of Incorporation, as amended (the “Charter”) to increase the total number of shares of Class A Common Stock that the Company will have authority to issue from 2,000,000,000 shares to 4,000,000,000 shares (the “Authorized Shares Proposal”); and

3. To adopt an amendment to our Charter to, at the discretion of our Board of Directors (the “Board”), effect a reverse stock split (the “Reverse Stock Split”) with respect to our issued and outstanding Class A Common Stock and Class B common stock, par value $0.00001 per share (“Class B Common Stock”, and together with the Class A Common Stock, the “Common Stock”), and any Common Stock held by the Company as treasury shares, at any time prior to December 31, 2024, at a ratio of 1-for-10 to 1-for-50 (the “Range”), with the ratio within such Range to be determined at the discretion of the Board without further approval or authorization of our stockholders and included in a public announcement (the “Reverse Stock Split Proposal”, and, collectively with the Stock Issuance Proposal and the Authorized Shares Proposal, the “Proposals”).

The forms of amendments implementing the Authorized Shares Proposal and the Reverse Stock Split Proposal are attached to this proxy statement as Annex A and Annex B, respectively.

The Reverse Stock Split Proposal is being submitted to the Company’s stockholders in order to increase the trading price of our Class A Common Stock to meet the minimum per share price requirement for continued listing on the NYSE.

The Stock Issuance Proposal and the Authorized Share Proposal are being submitted to the Company’s stockholders in connection with the transaction described below, which contemplates potential issuances of additional shares of Class A Common Stock by the Company upon conversion of the 2024 Notes (as defined below), which would require approval of our stockholders pursuant to Section 312.03 of the NYSE Listing Manual.

On March 18, 2024, the Company entered into a financing commitment and term sheet (the “Commitment”) with an investor (the “Investor”) providing for the sale of up to $166.67 million in aggregate principal amount of senior secured convertible notes (the “2024 Notes”). The 2024 Notes will have a 10% original issue discount for gross proceeds of up to $150 million (the “Investment Amount”).

The 2024 Notes will be sold pursuant to a definitive securities purchase agreement (the “SPA”) and issued in four tranches, with the first tranche (the “First Tranche”) in an investment amount equal to $35 million and the remaining three tranches (each, an “Additional Draw”) in equal amounts up to the Investment Amount. The Company expects to enter into the SPA (such date, the “SPA Signing Date”) and enter into the First