Recap of Fisker's Special Meeting of Shareholders

We provide a recap of Fisker’s Special Meeting of Shareholders and the key takeaways.

Today, Fisker hosted a special shareholder meeting regarding the $340 million funding obtained last month. This capital infusion aimed to strengthen Fisker’s position in the electric vehicle market, particularly by expanding battery pack capacity and fostering growth throughout 2024. As a result, Fisker increased its cash reserves compared to the prior quarter to amplify its competitive edge an seize a more substantial portion of the EV market. In fact, Fisker’s Q2 2023 results revealed a cash balance of $822 million, up from $652.5 million in the previous quarter. During the meeting, shareholders had the chance to actively participate by voting on crucial matters linked to these recent advancements.

Seeking Shareholder Approval

Fisker shareholders had three proposals, as listed in the Notice of Special Meeting of Stockholders, to vote upon. These proposals were directly tied to Fisker’s recent financial move. By July 11th, 2023, the company successfully issued $340 million in convertible notes to an unknown institutional investor. These notes carried the potential to be converted into shares of the company’s Class A Common Stock at a fixed price of $7.80 per share. Seeking shareholder approval was necessary to align with New York Stock Exchange (NYSE) regulations, which mandate shareholder consent for issuing additional shares.

Three Proposals for Fisker Shareholders to Consider and Vote

First, shareholders voted earlier today on the “Stock Issuance Proposal.” This aimed to secure approval for issuing more than 19.99% of the existing outstanding shares of Class A Common Stock. It was a necessary step to comply with NYSE regulations.

The second proposal, referred to as the “Authorized Shares Proposal,” which aimed to make amendments to the company’s official documents. In particular, the Second Amended and Restated Certificate of Incorporation. The objective of this change was to increase the total number of authorized shares of Class A Common Stock, with the proposal targeting a rise from 750 million shares to 1.25 billion shares.

Lastly, the third item was the “Written Consent Proposal.” This aimed to empower shareholders to make decisions through written agreements, expanding their options beyond formal meetings.

Fisker Shareholders Approve Proposals

All three proposals were voted upon. The meeting concluded with shareholders endorsing all presented proposals. Then, Henrik Fisker wrapped up the meeting with some quick updates. The meeting lasted about 10 minutes.

Remarks from Henrik Fisker

After the voting process, Henrik Fisker, the company’s Chairman & CEO, shared recent achievements and updates. He highlighted the opening of a flagship lounge at The Grove and establishment of nearly a dozen operational retail stores across Europe. Henrik also announced expansion into three new countries including Belgium, The Netherlands, and Switzerland. Furthermore, he reported the start of test drives on the East coast.

A big surprise was Henrik’s mention of obtaining Canada homologation, regulatory vehicle approval, a week ahead of schedule. Furthermore, Fisker reassured shareholders of ongoing efforts to deliver all Ocean Ones to customers by the end of September. He concluded by promising more updates through press releases, social media channels, and the upcoming earnings call.