| Item 1.01. | Entry into a Material Definitive Agreement |
On March 30, 2021, QuantumScape Corporation (the “Company”), QuantumScape Battery, Inc. (f/k/a QuantumScape Subsidiary, Inc.) (“Subsidiary”), and Volkswagen Group of America Investments, LLC (“VWGoAI”) entered into a Series F Closing Agreement (the “Series F Closing Agreement”) for the Company to issue to VWGoAI 15,221,334 shares of Class A Common Stock of the Company (the “Shares”) for an aggregate purchase price of approximately $100 million as a result of the Company’s achievement of a specified technical milestone. The issuance of the Shares will be the second and final closing pursuant to the Series F Agreements (as defined below) that provided for a total $200 million investment by VWGoAI in the Company. The Company previously issued 15,221,334 shares of Class A Common Stock to VWGoAI on December 1, 2020 for an aggregate purchase price of approximately $100 million in connection with the first closing as reported on the Company’s Current Report on Form 8-K as filed on December 2, 2020.
Pursuant to the Series F Closing Agreement the parties agreed, among other things, that (i) other than the expiration or early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act (“HSR”), the Company had fulfilled all of the closing conditions to the Second Closing (as defined therein), including the achievement of the specified technical milestone, and (ii) the parties would hold the Second Closing on the fifth (5th) business day following the date of expiration or early termination of the HSR waiting period or receipt of any clearance under applicable antitrust laws.
The foregoing description of the material terms of the Series F Closing Agreement and the issuance of the Shares does not purport to be complete and is qualified in its entirety by reference to the full text of the (i) Series F Closing Agreement, (ii) the Series F Preferred Stock Purchase Agreement, dated May 14, 2020, by and between the Company and VWGoAI (the “Purchase Agreement”), and (iii) the Amendment No. 1 to Series F Preferred Stock Purchase Agreement, dated September 3, 2020, by and among the Company, Subsidiary, and VWGoAI (the “Amendment”, and together with the Series F Closing Agreement and the Purchase Agreement, the “Series F Agreements”).
A copy of the Series F Closing Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. Copies of the Purchase Agreement and Amendment were filed as Exhibit 10.28 and Exhibit 10.29, respectively, to the Company’s Annual Report on Form 10-K filed on February 23, 2021.
| Item 3.02 | Unregistered Sales of Equity Securities |
The information set forth under Item 1.01 is incorporated herein by reference.
On March 31, 2021, the Company issued a press release relating to the second closing. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
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