Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-38824 CANOO INC. (Exact name of registrant as specified in its charter) Delaware 83-1476189 (State of Other Jurisdiction of incorporation or Organization) (I.R ...

Canoo, Inc. (NASDAQ:GOEV) Q4 2021 Earnings Conference Call February 28, 2022 5:00 PM ET Company Participants Nick Cunningham - IR Anthony Aquila - Executive Chairman, CEO & Investor Ramesh Murthy - Interim CFO, SVP, Finance & CAO Conference Call Participants Craig Irwin - ROTH Capital Partners Jaime Perez - R.F. Lafferty & Co. Amit Dayal - H.C. Wainwright & Co. Operator Greetings. Welcome to the Cannes Fourth Quarter and Fiscal Year 2021 Earnings Call. [Operator Instructions] Please note, this conference is ...

1 - CANOO O - n Q2:2021 EARNINGS PRESENTATION AUG 16, 2021 CANOO 2 Disclosure Forward-looking Statements The information in this presentation includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "estimate," "plan," "project," "forecast," "intend," "will," "expect," "anticipate," "believe," "seek," "target" or other similar express ...

CANOO - CANOO O - 1 2021 EARNINGS PRESENTATION November 15, 2021 CANOO Disclosure Forward-looking Statements The information in this presentation includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "estimate," "plan," "project," "forecast," "intend," "will," "expect," "anticipate," "believe," "seek," "target" or other similar exp ...

Canoo Inc. (NASDAQ:GOEV) Q3 2021 Earnings Conference Call November 16, 2021 5:00 PM ET Company Participants Tony Aquila – Investor Chairman and CEO Kamal Hamid – Vice President of Investor Relations Renato Giger – Senior Vice President and Interim CFO Ramesh Murthy – Senior Vice President of Finance and Chief Accounting Officer Conference Call Participants Craig Irwin – Roth Capital Partners Jaime Perez – RF Lafferty Amit Dayal – H.C Wainwright Operator Good day and welcome to your Canoo Third Quarter 2021 ...

Financial Performance - The company reported no revenue for the three months ended September 30, 2021, compared to $2.55 million for the same period in 2020, indicating a year-over-year decline of 100%[28]. - Canoo Inc. experienced a net loss of $80.9 million for the three months ended September 30, 2021, compared to a net loss of $23.4 million for the same period in 2020, reflecting an increase in losses of approximately 245%[28]. - For the nine months ended September 30, 2021, Canoo reported a net loss of $208.656 million, compared to a net loss of $77.521 million for the same period in 2020, representing a 168% increase in losses year-over-year[37]. - The net loss for the three months ended September 30, 2021, was $80.9 million, an increase of 245.8% compared to a net loss of $23.4 million in the same period of 2020[148]. - Adjusted EBITDA for the nine months ended September 30, 2021, was $(212.3) million, compared to $(60.8) million for the same period in 2020, indicating a significant increase in losses[171]. Assets and Liabilities - As of September 30, 2021, Canoo Inc. reported total assets of $614.5 million, a decrease from $753.5 million as of December 31, 2020, reflecting a decline of approximately 18.4%[25]. - The company's accumulated deficit increased to $554.0 million as of September 30, 2021, up from $345.4 million as of December 31, 2020, indicating a rise of approximately 60.4%[25]. - Total liabilities decreased to $153.1 million as of September 30, 2021, from $188.2 million as of December 31, 2020, reflecting a decline of approximately 18.6%[25]. - The company had cash and cash equivalents of $414.9 million as of September 30, 2021, down from $702.4 million as of December 31, 2020, a decrease of approximately 41%[25]. - Canoo's cash, cash equivalents, and restricted cash at the end of the period totaled $416.314 million, down from $702.422 million at the beginning of the period, indicating a decrease of $286.108 million[37]. Operating Expenses - Total operating expenses for the three months ended September 30, 2021, were $107.0 million, significantly higher than $29.7 million for the same period in 2020, representing an increase of approximately 260%[28]. - Selling, general and administrative expenses for the nine months ended September 30, 2021, were $144.1 million, up from $15.9 million in the same period of 2020, representing an increase of approximately 806%[28]. - Research and development expenses for the nine months ended September 30, 2021, totaled $158.0 million, compared to $52.9 million for the same period in 2020, marking an increase of approximately 198%[28]. - Total costs and operating expenses increased by $77.3 million, or 259.9%, to $107.0 million in the three months ended September 30, 2021, compared to $29.7 million in the same period of 2020[148]. - Selling, general and administrative expenses increased by $128.2 million, or 806.3%, to $144.1 million in the nine months ended September 30, 2021, compared to $15.9 million in the same period of 2020[158]. Cash Flow - The net cash used in operating activities for the nine months ended September 30, 2021, was $180.621 million, significantly higher than the $65.091 million used in the same period of 2020[37]. - Net cash used in investing activities was approximately $100.1 million for the nine months ended September 30, 2021, primarily for production tooling and machinery[183]. - Net cash used in financing activities was $5.4 million for the nine months ended September 30, 2021, mainly due to repayments of the PPP loan and offering costs[184]. Strategic Initiatives - The company plans to continue monitoring macroeconomic conditions and adapt its business strategy accordingly in response to the ongoing impacts of COVID-19[49][50]. - Canoo's mission is to bring electric vehicles to everyone, leveraging a breakthrough EV platform to innovate and reduce costs compared to competitors[38]. - The company plans to raise additional capital through a combination of debt financing, non-dilutive financing, and/or equity financing to support its growth strategy[174]. - The company finalized the selection of Oklahoma for its U.S. mega microfactory to execute Phase 2 of EV production, with initial production expected to start in 2022[207]. - The company also selected Arkansas for an advanced industrialization facility, which is anticipated to support initial EV production[208]. Risks and Challenges - The company faces risks from potential disruptions in manufacturing due to natural disasters or health epidemics, which could impact EV production[212]. - Cybersecurity risks associated with third-party vendors could harm the company's competitive advantage and cause production delays[213]. - Legal proceedings and regulatory actions may have a material adverse effect on the company's business and financial condition[216]. - There is no assurance that the company will be able to enter into definitive agreements for the financial incentives or meet the required milestones[210]. Stock and Compensation - The company awarded 6,985,548 Restricted Stock Units (RSUs) during the nine months ended September 30, 2021, with 998,994 vesting immediately[102]. - Total stock-based compensation expense for the three months ended September 30, 2021, was $19.1 million, compared to $0.3 million for the same period in 2020, representing a significant increase[109]. - Canoo's stock-based compensation for the nine months ended September 30, 2021, was $89.758 million, a significant increase from $1.059 million in the same period of 2020[37]. - The company reported a total unrecognized compensation cost of $59.6 million as of September 30, 2021[109]. - The CEO was awarded 6,000,000 PSUs based on stock price milestones, subject to continued service through the vesting dates[120].

Canoo, Inc. (NASDAQ:GOEV) Q2 2021 Results Conference Call August 16, 2021 5:00 PM ET Company Participants Tony Aquila – Chairman and Chief Executive Officer Josette Sheeran – President Kamal Hamid – Vice President of Investor Relations Renato Giger – Interim Chief Financial Officer Ramesh Murthy – Senior Vice President and Chief Accounting Officer Conference Call Participants Aileen Smith – Bank of America Craig Irwin – Roth Capital Partners Jaime Perez – RF Lafferty Operator Greetings and welcome to the Ca ...

[Part I - Financial Information](index=7&type=section&id=Part%20I%20Financial%20Information) [Financial Statements (Unaudited)](index=7&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) The company reported no revenue, a significant increase in operating expenses, and a net loss of $112.6 million for the quarter Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | June 30, 2021 | December 31, 2020 | | :--- | :--- | :--- | | Cash and cash equivalents | $563,565 | $702,422 | | Total current assets | $576,910 | $708,885 | | Total assets | $711,524 | $753,470 | | Total current liabilities | $116,246 | $27,868 | | Contingent earnout shares liability | $58,101 | $133,503 | | Total liabilities | $188,288 | $188,228 | | Total stockholders' equity | $523,236 | $565,242 | Condensed Consolidated Statements of Operations Highlights (in thousands) | Account | Three Months Ended June 30, 2021 | Three Months Ended June 30, 2020 | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :--- | :--- | :--- | :--- | :--- | | Revenue | $0 | $0 | $0 | $0 | | Research and development expenses | $57,638 | $14,642 | $96,956 | $33,935 | | Selling, general and administrative expenses | $44,625 | $3,411 | $100,252 | $7,492 | | Loss from operations | $(104,346) | $(19,809) | $(201,415) | $(44,868) | | Net loss and comprehensive loss | $(112,554) | $(23,241) | $(127,780) | $(54,131) | | Net loss per share, basic and diluted | $(0.50) | $(0.28) | $(0.57) | $(0.65) | Condensed Consolidated Statements of Cash Flows Highlights (in thousands) | Activity | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :--- | :--- | :--- | | Net cash used in operating activities | $(108,818) | $(42,314) | | Net cash used in investing activities | $(28,653) | $(979) | | Net cash (used in) provided by financing activities | $(1,386) | $32,267 | | Net decrease in cash | $(138,857) | $(11,026) | - The company made an **immaterial correction** to its prior period financial statements to **reclassify private placement warrants from equity to a liability**, in line with SEC guidance[59](index=59&type=chunk)[60](index=60&type=chunk)[62](index=62&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=35&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Operating expenses rose sharply amid EV development, with $563.6 million in cash deemed sufficient for the next 12 months - Canoo is a mobility technology company developing a modular EV platform with a near-term vehicle lineup including the **Lifestyle Vehicle (expected launch Q4 2022)**, the MPDV1, and a Pickup truck[114](index=114&type=chunk)[116](index=116&type=chunk) - Recent developments include moving into the **Gamma development phase** for the Lifestyle Vehicle, selecting **VDL Nedcar as a contract manufacturing partner**, and choosing **Oklahoma for its U.S. mega microfactory**[118](index=118&type=chunk) Comparison of Operating Expenses (in thousands) | Expense Category | Three Months Ended June 30, 2021 | Three Months Ended June 30, 2020 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Research and development | $57,638 | $14,642 | $42,996 | 293.6% | | Selling, general and administrative | $44,625 | $3,411 | $41,214 | NM | | Expense Category | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Research and development | $96,956 | $33,935 | $63,021 | 185.7% | | Selling, general and administrative | $100,252 | $7,492 | $92,760 | NM | - The increase in R&D expenses was driven by **Gamma stage engineering design**, stock-based compensation, and higher salary expenses, while the SG&A increase was due to **stock-based compensation** and **professional fees**[141](index=141&type=chunk)[147](index=147&type=chunk)[148](index=148&type=chunk) - As of June 30, 2021, the company had a **cash balance of $563.6 million**, which management believes is **sufficient to support planned operations for the next 12 months**[163](index=163&type=chunk)[169](index=169&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=52&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company has indicated that this section is not applicable for the reporting period - The company states that quantitative and qualitative disclosures about market risk are **not applicable**[184](index=184&type=chunk) [Controls and Procedures](index=53&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls were not effective due to ongoing remediation of material weaknesses - Management evaluated disclosure controls and procedures and concluded they were **not effective at a reasonable assurance level** as of the end of the quarter[186](index=186&type=chunk) - The ineffectiveness is due to **material weaknesses that have not yet been fully remediated**, despite meaningful progress[186](index=186&type=chunk)[189](index=189&type=chunk) - Remediation efforts include **hiring experienced executives** and personnel, **engaging a Big Four firm** for internal audit co-sourcing, and **designing additional controls** for financial closing and reporting[187](index=187&type=chunk) [Part II - Other Information](index=55&type=section&id=Part%20II%20Other%20Information) [Legal Proceedings](index=55&type=section&id=Item%201.%20Legal%20Proceedings) The company faces class action lawsuits and an SEC investigation but does not expect a material adverse effect - The company is a defendant in **putative class action complaints** filed in April 2021 and a **stockholder derivative complaint** filed in June 2021[73](index=73&type=chunk) - On April 29, 2021, the **SEC's Division of Enforcement opened a fact-finding investigation** related to the company's IPO, merger, operations, and recent officer departures[74](index=74&type=chunk) - Management does **not currently consider these pending legal proceedings to be material** to the company's business or financial condition[75](index=75&type=chunk) [Risk Factors](index=55&type=section&id=Item%201A.%20Risk%20Factors) The company anticipates losing its 'emerging growth company' status, leading to increased compliance burdens - The company expects to **lose its 'emerging growth company' status** beginning with its Annual Report for the year ending December 31, 2021, requiring **compliance with auditor attestation requirements**[195](index=195&type=chunk) - The company will also **cease to be a 'smaller reporting company,'** eliminating its ability to use scaled disclosure exemptions in future filings[196](index=196&type=chunk)[198](index=198&type=chunk) - The company faces **risks from various litigation, regulatory actions, and government investigations**, which could be costly and divert management resources[199](index=199&type=chunk)[200](index=200&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=57&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities but repurchased unvested common stock from former employees - There were **no unregistered sales of equity securities**[202](index=202&type=chunk) Repurchases of Unvested Common Stock (Q2 2021) | Period | Total Number of Shares Purchased | Average Price Paid per Share | | :--- | :--- | :--- | | April 1 - April 30, 2021 | 36,143 | $0.01 | | May 1 - May 31, 2021 | 61,915 | $0.01 | | June 1 - June 30, 2021 | 60,584 | $0.01 | [Defaults Upon Senior Securities](index=57&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities during the period - None[204](index=204&type=chunk) [Mine Safety Disclosures](index=59&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The company has indicated that this section is not applicable - Not applicable[206](index=206&type=chunk) [Other Information](index=59&type=section&id=Item%205.%20Other%20Information) This section details an immaterial correction to prior period financials regarding private placement warrant classification - The company corrected its prior period financial statements due to the **reclassification of private placement warrants from equity to liability**, which was **not material** to previously issued statements[207](index=207&type=chunk)[208](index=208&type=chunk) Impact of Correction on Consolidated Balance Sheet as of Dec 31, 2020 (in thousands) | Account | As Previously Reported | As Corrected | | :--- | :--- | :--- | | Private placement warrants liability | $0 | $6,613 | | Total liabilities | $181,615 | $188,228 | | Additional paid in capital | $920,324 | $910,579 | | Accumulated deficit | $(348,493) | $(345,361) | | Total stockholders' equity (deficit) | $571,855 | $565,242 | [Exhibits](index=61&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including material contracts and officer certifications - A list of exhibits filed with the report is provided, including **corporate governance documents, material contracts, and required officer certifications**[213](index=213&type=chunk)

l C C A N O O O - M A Y 2 0 2 1 M A Y 1 7 , 2 0 2 1 Q 1 : 2 0 2 1 E A R N I N G S P R E S E N T A T I O N C A N O O D I S C L O S U R E Forward-LookingStatements The information in this presentation includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "estimate," "plan," "project," "forecast," "intend," "will," "expect," "anticipa ...

Canoo, Inc. (NASDAQ:GOEV) Q1 2021 Earnings Conference Call May 17, 2021 4:30 PM ET Company Participants Kamal Hamid – Vice President-Investor Relations Tony Aquila – Chairman and Chief Executive Officer Renato Giger – Interim Chief Financial Officer Ramesh Murthy – Chief Accounting Officer Conference Call Participants John Murphy – Bank of America Jaime Perez – RF Lafferty & Company Operator Hello, and welcome to the Canoo, Inc. First Quarter 2021 Earnings Call and Webcast. At this time, all participants ar ...