Fisker Inc. (United States) - Press Release: Fisker Inc. (NYSE: FSR) ("Fisker"), driven by a mission to create the world's most emotional and sustainable electric vehicles, today announced the signing of a securities purchase agreement in connection with its intention to offer (the “Offering”) $340,000,000 in aggregate principal amount of 0% senior
unsecured convertible notes due 2025 (the “Notes”) to an institutional investor (the “Investor”), with the potential to increase the aggregate principal amount of the Notes to $680,000,000. The Notes have an original issue discount of approximately 12%, resulting in gross proceeds of $300,000,000 to Fisker. Fisker has also granted the Investor the right to purchase up to an additional $226,666,667 in aggregate principal amount of Notes during a six month period beginning on the one-year anniversary of the closing date of the Offering. If the Investor exercises such right in full, Fisker can exercise a right to require the Investor to purchase an additional $113,333,333 in aggregate principal amount of additional Notes.

Fisker intends to use the net proceeds that it receives from the Offering for general corporate purposes, including working capital, an additional battery pack line to support growth in 2024 and beyond, sales and marketing, capital expenditures, and the development of future products.

All amounts due under the Notes are convertible at any time, in whole or in part, at the Investor’s option, into Fisker’s Class A common stock, par value $0.00001 per share, at the initial conversion price of $7.80, which
conversion price is subject to certain limitations.

The Offering is expected to close on July 11, 2023, subject to the satisfaction of customary closing conditions.

TD Cowen served as exclusive financial advisor to Fisker and Orrick, Herrington & Sutcliffe LLP served as legal
counsel to Fisker.
The securities are being offered pursuant to an effective shelf registration statement on Form S-3 (File No. 333-261875) that Fisker previously filed with the U.S. Securities and Exchange Commission (“SEC”). The offering will be made only by means of a written prospectus supplement and the accompanying prospectus that form a part of the registration statement. An electronic prospectus supplement and the accompanying prospectus relating to the offering will be filed with the SEC. Copies of the prospectus supplement and the accompanying prospectus relating to these securities will be available on the SEC’s website.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Fisker Canceling Remaining ATM Balance:

Fisker is canceling the remaining balance of its at-the-market equity program, which was approximately $23.4 million as of June 30, 2023.