As previously disclosed, on February 15, 2023, View, Inc. (“View” or the “Company”) filed a petition in the Delaware Court of Chancery (the “Court of Chancery”) pursuant to Section 205 of the Delaware General Corporation Law seeking validation of amendments to its certificate of incorporation increasing the number of authorized shares of common stock of the Company and the shares issued pursuant thereto (the “Section 205 Action”). The Section 205 Action filed by the Company in the Court of Chancery is captioned In re View, Inc., C.A. No. 2023-0190-LWW (Del. Ch.). A copy of the Company’s petition filed in the Section 205 Action is attached as Exhibit 99.1 to this Current Report on Form 8-K. The same day the Section 205 Action was filed, the Company also moved that the Court of Chancery’s consideration of the Section 205 Action be expedited.
On February 16, 2023, the Court of Chancery granted the Company’s motion to expedite proceedings in the Section 205 Action and set a hearing date for the Section 205 Action to be heard. The hearing has been set for March 6, 2023, at 11:45 AM, Eastern Time, at the Leonard L. Williams Justice Center, 500 North King Street, Wilmington, Delaware 19801 (the “Section 205 Hearing”).
This Current Report on Form 8-K constitutes notice of the Section 205 Hearing. If any stockholder of the Company wishes to express a position on the Section 205 Action, such stockholders of the Company may (i) appear at the Section 205 Hearing or (ii) file a written submission with the Register in Chancery, Leonard L. Williams Justice Center, 500 North King Street, Wilmington, Delaware 19801, referring to the case caption, In re View, Inc., C.A. No. 2023-0190-LWW (Del. Ch.), in advance of the Section 205 Hearing, and any such written submission should be emailed to the Company’s counsel, Edward Micheletti, Skadden, Arps, Slate, Meagher & Flom LLP, at edward.micheletti@skadden.com.
Forward-Looking Statements
This Current Report on Form 8-K and certain materials View files with the U.S. Securities and Exchange Commission, as well as information included in oral statements or other written statements made or to be made by View, other than statements of historical fact, contain certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. These forward-looking statements are based on current expectations, estimates, assumptions, projections, and management’s beliefs, that are subject to change. There can be no assurance that these forward-looking statements will be achieved; these statements are not guarantees of future performance and are subject to certain risks, uncertainties, and other factors, many of which are beyond View’s control and are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. View’s business is subject to a number of risks which are described more fully in View’s Annual Report on Form 10-K for the year ended December 31, 2021, and its subsequent Quarterly Reports on Form 10-Q. View undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date hereof.
With respect to the matters addressed in this Current Report on Form 8-K, no assurances can be made regarding the outcome of our proceeding pursuant to Section 205 of the Delaware General Corporation Law. Our Section 205 proceeding is, and any litigation regarding the authorization of our stock would be, subject to uncertainties inherent in the litigation process, and may not result in timely resolution of the uncertainty regarding our capitalization, if at all. If we are unsuccessful in the Section 205 proceeding, claims alleging that a portion of our Class A Common Stock was not authorized could have a material adverse effect on the Company. If the Company is not successful in the Section 205 proceeding, the uncertainty with respect to the Company’s capitalization resulting from the Court of Chancery’s decision referenced above could have a material adverse effect on the Company until the underlying issues are definitively resolved.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
