| Item 1.01 | Entry into a Material Definitive Agreement. |
On February 28, 2023, in connection with the launch of an “at the market” offering program, QuantumScape Corporation (the “Company”) entered into separate Distribution Agreements (each a “Distribution Agreement” and together the “Distribution Agreements”) with J.P. Morgan Securities LLC, Cowen and Company, LLC, Deutsche Bank Securities Inc. and UBS Securities LLC (each a “Sales Agent” and together the “Sales Agents”). Under the Distribution Agreements, the Company may offer and sell its Class A common stock, par value $0.0001 per share (the “Common Stock”), from time to time having an aggregate offering price of up to $400,000,000 (the “Shares”) during the term of the Distribution Agreements through the Sales Agents. The Company has filed a prospectus supplement relating to the offer and sale of the Shares pursuant to the Distribution Agreements. The offering and sale of the Shares will be made pursuant to the Company’s previously filed Registration Statement on Form S-3 (File No. 333-266419), which was initially filed with the Securities and Exchange Commission (the “SEC”) on July 29, 2022 and declared effective by the SEC on August 10, 2022. The Company intends to use the net proceeds from the offering, if any, for working capital and general corporate purposes.
The Company has up to three years from the date of the Distribution Agreements to sell the Shares thereunder, but is not obligated to sell any such Shares. Under the Distribution Agreements, the Company’s board of directors will appoint a placement committee that will set the parameters for the potential sale of Shares, including the strategic considerations such as maximum number of Shares to be sold, the time period during which sales are requested to be made and the lowest price, if any, at which Shares are to be sold. Subject to the terms and conditions of the Distribution Agreements, the Sales Agents may sell Shares by any methods deemed to be an “at the market” offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, including sales made through the New York Stock Exchange or any other trading market for the Common Stock or to or through a market maker. In addition, the Sales Agents may also sell Shares by any other method permitted by law, including, but not limited to, negotiated transactions.
The Company has agreed to pay the Sales Agents a commission not to exceed 3% of the actual sales price of such Shares pursuant to the Distribution Agreements and has agreed to provide the Sales Agents with customary indemnification and contribution rights.
The foregoing summary of the Distribution Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Distribution Agreements, copies of which are filed as Exhibits 1.1, 1.2, 1.3 and 1.4 hereto and incorporated herein by reference. Each Distribution Agreement contains representations and warranties that each party to such agreement made to, and solely for the benefit of, the other party to such agreement in the context of all of the terms and conditions of such Distribution Agreement and in the context of the specific relationship between the parties. The provisions of each Distribution Agreement, including the representations and warranties contained therein, are not for the benefit of any party other than the parties to such Distribution Agreements and are not intended as a document for investors and the public to obtain factual information about the Company’s current state of affairs. Rather, investors and the public should look to other disclosures contained in the Company’s filings with the SEC.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any Shares under the Distribution Agreements, nor shall there be any sale of such Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The legal opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation relating to the Shares being offered pursuant to the Distribution Agreements is filed as Exhibit 5.1 to this Current Report on Form 8-K.
