Fisker Inc./DE Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2024-06-24: Form 8-K; Period of report 2024-06-17; Description 1.03 Bankruptcy or Receivership; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; Details 1.03.
- 2024-06-04: Form 8-K; Period of report 2024-05-29; Description 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; Details 2.04.
- 2024-05-13: Form 8-K; Period of report 2024-05-07; Description 4.01 Changes in Registrant's Certifying Accountant; Details 4.01.
- 2024-05-13: Form 8-K; Period of report 2024-05-10; Description 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 8.01 Other Events; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2024-06-24 | 8-K | 2024-06-17 | 1.03 Bankruptcy or Receivership; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement | 1.03 On June 17, 2024, Fisker Group Inc., a subsidiary of Fisker Inc. (“Fisker” or the “Company”), commenced a voluntary case under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). 2.04 The filing of the Chapter 11 Cases described in Item 1.03 above constitute an event of default that accelerated the Company’s obligations under the Company’s Senior Indenture, dated as of July 11, 2023, between the Company and Wilmington Savings Fund Society, FSB, as trustee (the “2026 Notes Indenture”), governing the Company’s 2.50% convertible senior notes due 2026 (the “2026 Notes”). | d798771d8k.htm |
| 2024-06-04 | 8-K | 2024-05-29 | 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement | 2.04 As previously disclosed, on May 10, 2024, Fisker Inc. (the “Company”) entered into a Securities Purchase Agreement (as amended, modified, and waived from time to time, the “Securities Purchase Agreement”) with CVI Investments, Inc. (the “Noteholder”) pursuant to which the Company agreed to sell, and the Investor agreed to purchase, $3,456,000 in aggregate principal amount of the Company’s senior secured note due 2024 (the “2024 Note”) in a private offering (the “Offering”) in reliance on the exemption from registration provided in Section 4(a)(2) of the Securities Act of 1933, as amended. | d841824d8k.htm |
| 2024-05-13 | 8-K | 2024-05-07 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 On May 7, 2024, PricewaterhouseCoopers LLP (“PwC”) informed Fisker Inc. (the “Company”) that PwC is declining to stand for re-appointment as the Company’s independent registered public accounting firm for the integrated audit of the fiscal year ending December 31, 2024. | fsr-20240507.htm |
| 2024-05-13 | 8-K | 2024-05-10 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 8.01 Other Events | 1.01 On May 10, 2024, Fisker Inc. (the “Company,” “we,” “us” or “our”) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with the holder of the 0% senior convertible notes due 2025 (the “Investor”) pursuant to which the Company agreed to sell, and the Investor agreed to purchase, $3,456,000 in aggregate principal amount of senior secured notes due 2024 (the “Notes”) in a private offering (the “Offering”) in reliance on the exemption from registration provided in Section 4(a)(2) of the Securities Act of 1933, as amended. 2.03 The disclosure in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. 8.01 On May 13, 2024, we issued a press release announcing the signing of the Securities Purchase Agreement. | d801650d8k.htm |
| 2024-05-08 | 8-K | 2024-05-07 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 As previously disclosed, on July 10, 2023, Fisker Inc. (the “Company”) entered into a Securities Purchase Agreement (as amended, modified, and waived from time to time, the “Securities Purchase Agreement”) with an institutional investor (the “Investor”) pursuant to which the Company agreed to sell, and the Investor agreed to purchase, 0% senior convertible notes due 2025 (the “Series A-1 Notes”) in a registered direct offering. 8.01 On May 7, 2024, the Company’s Austrian subsidiary, Fisker GmbH (“Fisker Austria”), issued a press release to announce that it had voluntarily filed to open a restructuring proceeding via self-administration under the Austrian Insolvency Code. | fsr-20240507.htm |
| 2024-04-22 | 8-K | 2024-04-16 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 As previously disclosed, on July 10, 2023, Fisker Inc. (the “Company”) entered into a Securities Purchase Agreement (as amended, modified, and waived from time to time, the “Securities Purchase Agreement”) with an institutional investor (the “Investor”) pursuant to which the Company agreed to sell, and the Investor agreed to purchase, 0% senior convertible notes due 2025 (the “Series A-1 Notes”) in a registered direct offering. 5.02 On April 16, 2024, Mark E. Hickson resigned from the Board and the Audit Committee of the Board. | d820534d8k.htm |
| 2024-04-04 | 8-K | 2024-04-04 | 7.01 Regulation FD Disclosure | 7.01 As previously disclosed, the Company continues to evaluate strategic alternatives and has engaged Deutsche Bank and PJT Partners to act as its financial advisors in connection with such efforts. | fsr-20240404.htm |
| 2024-04-04 | 8-K | 2024-03-29 | 1.01 Entry into a Material Definitive Agreement; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement | 1.01 As previously disclosed, on July 10, 2023, Fisker Inc. (the “Company”) entered into a Securities Purchase Agreement (as amended, modified, and waived from time to time, the “Securities Purchase Agreement”) with an institutional investor (the “Investor”) pursuant to which the Company agreed to sell, and the Investor agreed to purchase, 0% senior convertible notes due 2025 (the “Series A-1 Notes”) in a registered direct offering. 2.04 The information relating to the events of default set forth in Item 1.01 of this Current Report is incorporated into this Item 2.04 by reference. | d794769d8k.htm |
| 2024-04-03 | 8-K | 2024-03-28 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 On March 28, 2024, William R. McDermott resigned from the board of directors (the “Board”) of Fisker Inc. (the “Company”) and the Audit Committee of the Board. 8.01 As previously disclosed, the Company continues to evaluate strategic alternatives. | fsr-20240328.htm |
| 2024-03-25 | 8-K | 2024-03-25 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On March 25, 2024, the New York Stock Exchange (the “NYSE”) notified Fisker Inc. (the “Company” or “Fisker”) that the NYSE had determined to (A) immediately suspend trading in the Company’s Class A common stock, par value $0.00001 per share (the “Class A Common Stock”), due to “abnormally low” trading price levels pursuant to Section 802.01D of the NYSE Listed Company Manual, and (B) commence proceedings to delist the Class A Common Stock. | fsr-20240325.htm |
| 2024-03-25 | 8-K | 2024-03-22 | 7.01 Regulation FD Disclosure | 7.01 After the market closed on March 22, 2024, Fisker Inc. (the “Company” or “Fisker”) received notice from the large automaker with which the Company had been in negotiations for a potential transaction that the automaker terminated the negotiations. | fsr-20240322.htm |
| 2024-03-18 | 8-K | 2024-03-15 | 1.01 Entry into a Material Definitive Agreement; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 7.01 Regulation FD Disclosure; 8.01 Other Events | 1.01 On March 18, 2024, (the “Company” or “Fisker”) 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”). 2.04 On March 15, 2024, the Company was unable to timely file its Form 10-K for the year ended December 31, 2024 (the “Form 10-K”) following the expiration of the 15 day extension period provided by Rule 12b-25. 7.01 In connection with the negotiation of the Commitment, the Company provided certain updates, including a management update presentation, which is attached hereto as Exhibit 99.1. 8.01 The Company is also filing this Current Report on Form 8-K to revise and supplement its risk factors, including those contained in its Annual Report on Form 10-K filed with the SEC on March 1, 2023 (the “Annual Report”) and subsequent reports required to be filed with the SEC pursuant to the Exchange Act (the “Subsequent Reports”). | d784326d8k.htm |
| 2024-03-08 | 8-K | 2024-03-05 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders | 5.03 On March 5, 2024, Fisker Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”). 5.07 At the Special Meeting, the Company’s stockholders voted on the proposals set forth below, each of which is described in greater detail in the definitive proxy statement filed by the Company with the U.S. Securities and Exchange Commission on February 9, 2024. | d750678d8k.htm |
| 2024-02-29 | 8-K | 2024-02-29 | 2.02 Results of Operations and Financial Condition | 2.02 On February 29, 2024, Fisker Inc. (the “Company”) issued a press release announcing its preliminary financial results for the fourth quarter and fiscal year ended 2023. | fsr-20240229.htm |
| 2024-02-16 | 8-K | 2024-02-15 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 7.01 Regulation FD Disclosure | 3.01 On February 15, 2024, Fisker Inc. (the “Company,” “we,” “us” or “our”) was notified by the New York Stock Exchange (the “NYSE”) that it is not in compliance with Section 802.01C of the NYSE Listed Company Manual because the average closing price of the Company’s common stock was less than $1.00 over a consecutive 30 trading-day period. 7.01 As required by Section 802.01C of the NYSE Listed Company Manual, the Company issued a press release on February 16, 2024 announcing that it had received the notice of noncompliance with the NYSE’s continued listing standard. | d793005d8k.htm |
| 2024-01-22 | 8-K | 2024-01-21 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d727650d8k.htm |
| 2024-01-10 | 8-K | 2024-01-04 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 Fisker Inc. (the “Company”) issued a press release on January 8, 2024 announcing the appointment of Angel Salinas as Chief Accounting Officer to serve as the Company’s principal accounting officer effective January 8, 2024. 8.01 The Company issued a press release on January 4, 2024 announcing a strategic transition in its distribution model. | fsr-20240104.htm |
| 2023-12-28 | 8-K | 2023-12-28 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d602406d8k.htm |
| 2023-11-20 | 8-K | 2023-11-14 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On November 14, 2023, Florus Beuting, the chief accounting officer of Fisker Inc. (the “Company”), provided notice of his intent to resign from the Company effective immediately. | fsr-20231114.htm |
| 2023-11-13 | 8-K | 2023-11-13 | 2.02 Results of Operations and Financial Condition | 2.02 On November 13, 2023, Fisker Inc. (the “Company”) issued a press release announcing its preliminary financial results for the quarter ended September 30, 2023. | fsr-20231113.htm |
| 2023-11-06 | 8-K | 2023-11-06 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Effective November 6, 2023, the Board of Directors of Fisker Inc. (the "Company") appointed Florus Beuting as Chief Accounting Officer to serve as the Company's principal accounting officer. | fsr-20231106.htm |
| 2023-11-03 | 8-K | 2023-10-30 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On October 30, 2023, Dr. Burkhard Huhnke, Chief Technology Officer of Fisker Inc. (the “Company”), informed the Company of his intent to resign from the Company effective October 31, 2023 for personal reasons. | fsr-20231030.htm |
| 2023-09-29 | 8-K | 2023-09-29 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.03 The description of the Offering in Item 1.01 of this Current Report on Form 8-K is incorporated in its entirety by this reference into this Item 2.03. 8.01 In connection with the Offering, the legal opinion letter of Orrick, Herrington & Sutcliff LLP to the Company, regarding the validity of the Series B-1 Notes and the Shares issuable from time to time upon conversion or otherwise under the Series B-1 Notes is filed as Exhibit 5.1 to this Current Report on Form 8-K. The legal opinion letter is also filed with reference to, and is hereby incorporated by reference into, the Registration Statement. | d561757d8k.htm |
| 2023-09-22 | 8-K | 2023-09-22 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.02 On September 19, 2023, John C. Finnucan IV, the chief accounting officer of Fisker Inc. (the “Company”), provided notice of his intent to resign from the Company to become the chief financial officer of a private company that is focused on refueling solutions. 5.03 On August 30, 2023, the Company held a Special Meeting of Stockholders (the “Special Meeting”). | fsr-20230922.htm |
| 2023-09-05 | 8-K | 2023-08-30 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On August 30, 2023, Fisker Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”). | fsr-20230830.htm |
| 2023-08-04 | 8-K | 2023-08-04 | 2.02 Results of Operations and Financial Condition | 2.02 On August 4, 2023, Fisker Inc. (the “Company”) issued a press release announcing its preliminary financial results for the quarter ended June 30, 2023. | fsr-20230804.htm |
| 2023-07-14 | 8-K | 2023-07-12 | 1.02 Termination of a Material Definitive Agreement | 1.02 Effective July 12, 2023, Fisker Inc. (the “Company”) terminated the Distribution Agreement, dated May 24, 2022, by and among the Company, J.P. Morgan Securities LLC and Cowen and Company, LLC (the “Distribution Agreement”). | fsr-20230712.htm |
| 2023-07-10 | 8-K | 2023-07-10 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.03 On July 10, 2023, we entered into the Securities Purchase Agreement pursuant to which we agreed to offer and sell, subject to certain conditions, the Notes in the aggregate principal amount of $340,000,000. 8.01 In connection with the Offering, the legal opinion letter of Orrick, Herrington & Sutcliff LLP to the Company, regarding the validity of the Notes and the Shares issuable from time to time upon conversion or otherwise under the Notes is filed as Exhibit 5.1 to this Current Report on Form 8-K. The legal opinion letter is also filed with reference to, and is hereby incorporated by reference into, the Registration Statement. | d500522d8k.htm |
| 2023-06-09 | 8-K | 2023-06-06 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On June 6, 2023, Fisker Inc. (the “Company”) held an Annual Meeting of Stockholders (the “Annual Meeting”). | fsr-20230606.htm |
| 2023-05-09 | 8-K | 2023-05-09 | 2.02 Results of Operations and Financial Condition | 2.02 On May 9, 2023, Fisker Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2023. | fsr-20230509.htm |
| 2023-03-13 | 8-K | 2023-03-13 | 7.01 Regulation FD Disclosure | 7.01 Fisker Inc. informs its investors that it does not hold cash deposits or securities at Silicon Valley Bank. | d409836d8k.htm |
| 2023-02-27 | 8-K | 2023-02-27 | 2.02 Results of Operations and Financial Condition | 2.02 On February 27, 2023, Fisker Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and fiscal year ended 2022. | fsr-20230227.htm |
| 2023-02-23 | 8-K | 2023-02-20 | 8.01 Other Events | 8.01 As Fisker Inc. (the “Company”) previously announced on its Form 8-K filed on February 6, 2023, the Company filed a petition on February 1, 2023 in the Delaware Court of Chancery (the “Court of Chancery”) under 8 Del. | d454042d8k.htm |
| 2023-02-06 | 8-K | 2023-02-03 | 8.01 Other Events | 8.01 On February 3, 2023, the Delaware Court of Chancery (the “Court of Chancery”) scheduled a hearing to consider whether to grant the 205 Petition (as defined below) filed by Fisker Inc. (the “Company”). | d328327d8k.htm |
| 2023-02-01 | 8-K | 2023-02-01 | 8.01 Other Events | 8.01 On October 28, 2020, Spartan Energy Acquisition Corp. (“Spartan”), the predecessor to Fisker Inc. (the “Company”), held a special meeting of stockholders (the “Spartan Special Meeting”) to approve certain matters relating to the business combination between Spartan and then privately held Fisker Inc. (“Private Fisker”). | d412260d8k.htm |
| 2022-11-02 | 8-K | 2022-11-02 | 2.02 Results of Operations and Financial Condition | 2.02 On November 2, 2022, Fisker Inc. (the “Company”) issued a press release announcing its financial results for the third quarter 2022. | fsr-20221102.htm |
| 2022-08-03 | 8-K | 2022-08-03 | 2.02 Results of Operations and Financial Condition | 2.02 On August 3, 2022, Fisker Inc. (the “Company”) issued a press release announcing its financial results for the second quarter 2022. | fsr-20220803.htm |
| 2022-06-09 | 8-K | 2022-06-07 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On June 7, 2022, Fisker Inc. (the “Company”) held an Annual Meeting of Stockholders (the “Annual Meeting”). | fsr-20220607.htm |
| 2022-05-24 | 8-K | 2022-05-24 | 1.01 Entry into a Material Definitive Agreement | 1.01 On May 24, 2022, Fisker Inc. (the “Company”) entered into a distribution agreement (the “Distribution Agreement”) with J.P. Morgan Securities LLC and Cowen and Company, LLC under which the Company may offer and sell, from time to time in its sole discretion, shares of the Company’s Class A common stock, par value $0.00001 per share (the “Common Stock”), with aggregate gross sales proceeds of up to $350,000,000 through an “at the market” equity offering program under which J.P. Morgan Securities LLC and Cowen and Company, LLC will act as the sales agents (each, a “Sales Agent” and collectively, the “Sales Agents”). | d677174d8k.htm |
| 2022-05-04 | 8-K | 2022-05-04 | 2.02 Results of Operations and Financial Condition | 2.02 On May 4, 2022, Fisker Inc. (the “Company”) issued a press release announcing its financial results for the first quarter 2022. | fsr-20220504.htm |
| 2022-02-16 | 8-K | 2022-02-16 | 2.02 Results of Operations and Financial Condition | 2.02 On February 16, 2022, Fisker Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and full-year 2021. | d319179d8k.htm |
| 2021-11-03 | 8-K | 2021-11-03 | 2.02 Results of Operations and Financial Condition | 2.02 On November 3, 2021, Fisker Inc. (the “Company”) issued a press release announcing its financial results for the third quarter ended September 30, 2021. | d130265d8k.htm |
| 2021-08-27 | 8-K | 2021-08-25 | 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | 2.03 The information set forth in Item 8.01 below with respect to the issuance of the additional notes (as defined below) by Fisker Inc. (“Fisker”) is incorporated by reference into this Item 2.03. 3.02 The disclosure set forth in Item 8.01 below is incorporated by reference into this Item 3.02. 8.01 As previously announced, on August 17, 2021, Fisker completed its private offering of $625,000,000 aggregate principal amount of its 2.50% Convertible Senior Notes due 2026 (the “notes”). | d197995d8k.htm |
| 2021-08-17 | 8-K | 2021-08-12 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.03 The information set forth in Item 1.01 above with respect to the Indenture and the issuance of the notes by Fisker is incorporated by reference into this Item 2.03. 3.02 The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 3.02. 8.01 As previously announced, on August 12, 2021, in connection with the issuance of the notes, Fisker consummated privately negotiated capped call transactions (the “Capped Call Transactions”) with an affiliate of one of the initial purchasers and certain other financial institutions (together, the “Option Counterparties”). | d132137d8k.htm |
| 2021-08-13 | 8-K | 2021-08-11 | 8.01 Other Events | 8.01 On August 11, 2021, Fisker Inc. (“Fisker”) issued a press release (the “Launch Press Release”), announcing its intention to offer, subject to market conditions and other factors, $600,000,000 aggregate principal amount of its Convertible Senior Notes due 2026 (the “notes”) in a private offering (the “offering”) only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Act”). | d371153d8k.htm |
| 2021-08-05 | 8-K | 2021-08-05 | 2.02 Results of Operations and Financial Condition | 2.02 On August 5, 2021, Fisker Inc. (the “Company”) issued a press release announcing its financial results for the second quarter ended June 30, 2021. | d199658d8k.htm |
| 2021-06-17 | 8-K | 2021-06-12 | 1.01 Entry into a Material Definitive Agreement | 1.01 On June 12, 2021, Fisker Group Inc., a Delaware corporation (“Fisker”), a wholly-owned direct subsidiary of Fisker Inc. (the “Company”), entered into a Detailed Manufacturing Agreement (the “Agreement”) with Magna Steyr Fahrzeugtechnik AG & Co KG, a limited liability partnership established and existing under the laws of Austria (“Magna Steyr”), an affiliate of Magna International Inc. (“Magna”). | d175606d8k.htm |
| 2021-06-09 | 8-K | 2021-06-08 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On June 8, 2021, Fisker Inc. (the “Company”) held an Annual Meeting of Stockholders (the “Annual Meeting”). | d193296d8k.htm |
| 2021-05-17 | 8-K | 2021-05-17 | 2.02 Results of Operations and Financial Condition | 2.02 On May 17, 2021, Fisker Inc. (the “Company”) issued a press release announcing its financial results for the first quarter ended March 31, 2021. | d508847d8k.htm |
| 2021-05-07 | 8-K | 2021-05-06 | 2.02 Results of Operations and Financial Condition; 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review; 7.01 Regulation FD Disclosure | 2.02 The information set forth under Item 4.02 is incorporated into this Item 2.02 by reference. 4.02 On May 6, 2021, the Audit Committee of the Board of Directors (the “Audit Committee”) of Fisker Inc. (the “Company”), in response to the statement released by the U.S. Securities and Exchange Commission (the “SEC”) with respect to the balance sheet classification of certain contracts that may be settled in an entity’s stock, such as warrants, and after discussion with its current and former independent registered public accounting firms, PricewaterhouseCoopers LLP and Deloitte & Touche LLP, respectively, its valuation firm and its legal advisors, concluded that the Company’s previously issued consolidated financial statements as of and for the year ended December 31, 2020 (and auditor’s report thereon) included in the Company’s Annual Report on Form 10-K (the “Form 10-K”) for the year ended December 31, 2020 filed on March 31, 2021 (the “Non-Reliance Period”) should be restated to reflect the impact of this guidance by the SEC and accordingly, should no longer be relied upon. 7.01 The information set forth under Item 4.02 is incorporated into this Item 7.01 by reference. | nt10024222x3_8k.htm |
| 2021-04-09 | 8-K | 2021-04-05 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 On April 5, 2021, the Audit Committee of the Board of Directors of Fisker Inc. (the “Company”) approved the engagement of PricewaterhouseCoopers LLP (“PwC”), subject to completion of PwC’s standard client acceptance procedures and execution of an engagement letter, as the Company’s independent registered public accounting firm to audit the Company’s consolidated financial statements for the year ending December 31, 2021. | d165402d8k.htm |
| 2021-03-19 | 8-K | 2021-03-18 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 On March 18, 2021, the Board of Directors of Fisker Inc. (the “Company”), approved, effective as of March 15, 2021, at the request of Dr. Geeta Gupta, the Company’s Chief Financial Officer, an 82% decrease in Dr. Gupta’s annual base salary from $325,000 to $58,240 which is California’s minimum annual wage. 8.01 On March 19, 2021, the Company issued a press release announcing the redemption of all of its outstanding warrants to purchase shares of the Company’s Class A common stock that were issued under the Warrant Agreement, dated as of August 9, 2018, by and between the Company (f/k/a Spartan Energy Acquisition Corp., Inc.) and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”), as part of the units sold in the Company’s initial public offering (the “IPO”). | d157439d8k.htm |
| 2021-03-09 | 8-K | 2021-03-08 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On March 8, 2021, the Board of Directors (the “Board”) of Fisker Inc. (the “Company”) appointed Mitchell Zuklie, Chairman and Chief Executive Officer of Orrick, Herrington & Sutcliffe LLP (“Orrick”), to the Board, effective immediately. | d285782d8k.htm |
| 2021-02-25 | 8-K | 2021-02-25 | 8.01 Other Events | 8.01 Fisker Inc. (the “Company”) is filing this Current Report on Form 8-K for the purpose of updating the prospectus, dated December 9, 2020, pursuant to Rule 424(b) promulgated under the Securities Act of 1933, as amended, relating to the registration statement on Form S-1 (No. 333-251657), filed with the Securities and Exchange Commission on December 9, 2020. | d134315d8k.htm |
| 2021-02-25 | 8-K | 2021-02-25 | 2.02 Results of Operations and Financial Condition | 2.02 On February 25, 2021, Fisker Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and fiscal year ended December 31, 2020. | d146540d8k.htm |
| 2021-02-09 | 8-K | 2021-02-05 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d90320d8k.htm |
| 2020-12-23 | 8-K | 2020-12-23 | 7.01 Regulation FD Disclosure | 7.01 Investors and others should note that Fisker Inc. (“Fisker”) routinely announces material information to investors and the marketplace using filings with the U.S. Securities and Exchange Commission (the “SEC”), press releases, public conference calls, presentations, webcasts and the Fisker Investor Relations website. | d39053d8k.htm |
| 2020-12-17 | 8-K | 2020-12-17 | 7.01 Regulation FD Disclosure | 7.01 On December 17, 2020, Fisker Inc. announced that its wholly-owned operating subsidiary, Fisker Group Inc., entered into (i) a non-exclusive car platform sharing agreement with Steyr USA LLC, and (ii) an initial contract manufacturing agreement with Magna Steyr Fahrzeugtechnik AG & Co KG, which were originally contemplated by the cooperation agreement among the parties previously announced on October 15, 2020. | d86688d8k.htm |
| 2020-11-04 | 8-K/A | 2020-10-29 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics | 5.03 On the Closing Date, in connection with the Closing, the Company filed the Second Amended and Restated Certificate of Incorporation (the “Amended and Restated Charter”) with the Secretary of State of the State of Delaware. 5.05 Effective as of the Closing, the Board approved and adopted a new Code of Business Conduct and Ethics applicable to all employees, officers and directors of the Company including the Company’s chief executive officer, chief financial officer and chief accounting officer or controller and any other persons performing similar functions. | d89085d8ka.htm |
| 2020-11-04 | 8-K | 2020-10-29 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 4.01 Changes in Registrant's Certifying Accountant; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.06 Change in Shell Company Status | 1.01 In connection with the execution of the Business Combination Agreement, on July 10, 2020, Spartan Energy Acquisition Sponsor LLC (the “Sponsor”) entered into a Sponsor Agreement with the Company pursuant to which the Sponsor immediately prior to the Effective Time, automatically and irrevocably surrendered and forfeited to the Company, for no consideration and as a contribution to the capital of the Company, 441,176 shares of Class B Common Stock, par value of $0.0001 per share, of the Company (the “Sponsor Shares”), whereupon the Sponsor Shares were canceled. 2.01 (f) of Form 8-K states that if the predecessor registrant was a shell company, as the Company was immediately before the Merger Transaction, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. 3.02 The issuance of Class A Common Stock upon automatic conversion of Class B Common Stock at the Closing has not been registered under the Securities Act in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act. 3.03 The disclosure set forth under Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference. 4.01 On October 29, 2020, the Audit Committee of the Board approved the engagement of Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm to audit the Company’s consolidated financial statements for the year ended December 31, 2020. 5.01 The disclosure set forth in the “Introductory Note” above and in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. 5.02 The disclosure set forth in Item 2.01 of this Current Report on Form 8-K under the sections titled “Directors and Executive Officers,” “Director Compensation” and “Executive Compensation” is incorporated by herein by reference. 5.06 As a result of the Business Combination, which fulfilled the definition of a “Business Combination” as required by the amended and restated certificate of incorporation of the Company, as in effect immediately prior to the Closing, the Company ceased to be a shell company upon the Closing. | d39865d8k.htm |
| 2020-10-28 | 8-K | 2020-10-28 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 On October 28, 2020, Spartan Energy Acquisition Corp., a Delaware corporation (the “Company”), convened a special meeting of stockholders (the “Special Meeting”). 8.01 Stockholders holding 2,004,297 shares of Class A Common Stock exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s trust account (the “Trust Account”). | ea129062-8k_spartan.htm |
| 2020-10-15 | 8-K | 2020-10-15 | 8.01 Other Events | 8.01 As previously disclosed, on July 10, 2020, Spartan Energy Acquisition Corp., a Delaware corporation (“Spartan”), Fisker Inc., a Delaware corporation (“Fisker”), and Spartan Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Spartan (“Merger Sub”), entered into a Business Combination Agreement and Plan of Reorganization (the “Business Combination Agreement”), pursuant to which Merger Sub will, upon the terms and subject to the conditions thereof, merge with and into Fisker (the “Merger,” together with the other transactions related thereto, the “Proposed Transactions”), with Fisker surviving the Merger as a wholly owned subsidiary of Spartan. | ea128270-8k_spartan.htm |
| 2020-08-05 | 8-K | 2020-08-03 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders | 5.03 On August 3, 2020, Spartan Energy Acquisition Corp., a Delaware corporation (the “Company”), held a special meeting of its stockholders (the “Special Meeting”). 5.07 As discussed above, on August 3, 2020, the Company held the Special Meeting. | ea125001-8k_spartan.htm |
| 2020-07-31 | 8-K | 2020-07-31 | 7.01 Regulation FD Disclosure | 7.01 A copy of the script that Spartan Energy Acquisition Corp. (NYSE: SPAQ) (“Spartan”) and Fisker Inc. (the “Company”) intend to use in connection with meetings with investors is attached hereto as Exhibit 99.1 and incorporated herein by reference. | ea124799-8k_spartanenergy.htm |
| 2020-07-13 | 8-K | 2020-07-10 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 7.01 Regulation FD Disclosure | 1.01 On July 10, 2020, Spartan Energy Acquisition Corp., a Delaware corporation (“Spartan”), Spartan Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Spartan (“Merger Sub”), and Fisker Inc., a Delaware corporation (the “Company”), entered into a business combination agreement and plan of reorganization (the “Business Combination Agreement”), pursuant to which Merger Sub will be merged with and into the Company (the “Merger,” together with the other transactions related thereto, the “Proposed Transactions”), with the Company surviving the Merger as a wholly owned subsidiary of Spartan (the “Surviving Corporation”). 3.02 The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. 7.01 On July 13, 2020, Spartan and the Company issued a joint press release announcing the execution of the Business Combination Agreement. | ea124083-8k_spartanenergy.htm |
| 2020-06-26 | 8-K | 2020-06-25 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On June 25, 2020, Gregory Beard resigned from the board of directors (the “Board”) of Spartan Energy Acquisition Corp. (the “Company”). | ea123511-8k_spartanenergy.htm |
| 2020-04-08 | 8-K | 2020-04-07 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On April 7, 2020, John J. MacWilliams resigned from the board of directors (the “Board”) of Spartan Energy Acquisition Corp. (the “Company”). | ea120521-8k_spartanener.htm |
| 2020-02-21 | 8-K | 2020-02-20 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On February 20, 2020, John J. MacWilliams resigned as a member of the Audit Committee (the “Audit Committee”) of the Board of Directors (the “Board”) of Spartan Energy Acquisition Corp. (the “Company”). | f8k022020_spartanenergy.htm |
| 2019-07-31 | 8-K | 2019-07-30 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On July 30, 2019, John J. MacWilliams was appointed as a member of the board of directors (the “Board”) of Spartan Energy Acquisition Corp. (the “Company”), effective immediately. | f8k073019_spartanenergy.htm |
| 2018-09-28 | 8-K | 2018-09-28 | 7.01 Regulation FD Disclosure | 7.01 On September 28, 2018, Spartan Energy Acquisition Corp. (the “Company”) issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of the Company’s units may elect to separately trade the shares of Class A common stock and warrants comprising the units commencing on October 1, 2018. | f8k092818_spartanenergy.htm |
| 2018-08-20 | 8-K | 2018-08-14 | 8.01 Other Events | 8.01 On August 14, 2018, Spartan Energy Acquisition Corp. (the “Company”) completed its initial public offering (the “IPO”) of 55,200,000 units (the “Units”), including 7,200,000 Units that were issued pursuant to the underwriters’ full exercise of their over-allotment option. | f8k081418_spartanenergy.htm |
| 2018-08-14 | 8-K | 2018-08-09 | 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure; 8.01 Other Events | 3.02 On August 14, 2018, simultaneously with the closing of the initial public offering (the “IPO”) of Spartan Energy Acquisition Corp. (the “Company”) and pursuant to a Private Placement Warrants Purchase Agreement dated August 9, 2018 by and between the Company and the Company’s sponsor, Spartan Energy Acquisition Sponsor LLC (the “Sponsor”), the Company completed the private sale of 9,360,000 warrants (the “Private Placement Warrants”) at a purchase price of $1.50 per Private Placement Warrant to the Sponsor, generating gross proceeds to the Company of $14,040,000. 5.02 On August 9, 2018, effective simultaneously with the effectiveness of the Company’s registration statement on Form S-1 (File No. 333-226274) (the “Registration Statement”), John M. Stice and Robert C. Reeves were appointed as members of the Board of Directors of the Company (the “Board”). 5.03 The Company’s Amended and Restated Certificate of Incorporation (as so amended, the “Certificate of Incorporation”) was approved on August 9, 2018. 7.01 On August 9, 2018, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing the pricing of the IPO. 8.01 On August 14, 2018, the Company completed its IPO of 55,200,000 units (the “Units”), including 7,200,000 Units that were issued pursuant to the underwriters’ full exercise of their over-allotment option. | f8k080918_spartanenergy.htm |