UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 16, 2020
LORDSTOWN MOTORS CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38821 | 83-2533239 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
2300 Hallock Young Road
Lordstown, Ohio 44481
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (234) 285-4001
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Class A common stock, par value $0.0001 per share | RIDE | The Nasdaq Stock Market LLC | ||
| Warrants to purchase Class A common stock | RIDEW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 7.01 | Regulation FD Disclosure |
On November 16, 2020, Lordstown Motors Corp. issued a press release providing a business update, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
The information contained in Item 7.01 of this report, and the exhibit attached hereto, is being furnished and shall not be deemed “filed” for any purpose, and shall not be deemed incorporated by reference in any document whether or not filed under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, regardless of any general incorporation language in any such document.
| Item 9.01. | Financial Statements and Exhibits |
| (d) | Exhibits. |
|
Exhibit Number |
Description | |
| 99.1 | Press Release of Lordstown Motors Corp. dated November 16, 2020 (regarding business update) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LORDSTOWN MOTORS CORP. | |||
| By: | /s/ Thomas V. Canepa | ||
| Name: | Thomas V. Canepa | ||
| Title: | General Counsel and Corporate Secretary | ||
| Date: November 16, 2020 | |||
Exhibit 99.1
Lordstown Motors Releases Business Updates; Remains on Track to Begin Production of the Lordstown Endurance in September 2021
LORDSTOWN, OH (November 16, 2020) – Lordstown Motors Corp. (Nasdaq: RIDE), (“Lordstown Motors”), a leader in electric light duty trucks focused on the commercial fleet market, today announced recent commercial, operational and strategic developments, as it remains on track to begin production of the Lordstown Endurance, the world’s first full-size, all-electric pickup truck, in September 2021.
With the completion of Lordstown Motors’ business combination and subsequent listing on the Nasdaq occurring after the conclusion of the third quarter of 2020, the company expects to report earnings on a normal schedule commencing with year-end results for 2020. In lieu of providing a more immediate update through an earnings release or conference call, Lordstown Motors has disclosed updates related to demand indicators, production milestones, hiring and facilities, service and internal promotions.
“We continue to make significant progress across all fronts, and we are excited to reveal these developments with the investment community and future customers today,” remarked Steve Burns, Chief Executive Officer of Lordstown Motors.
Notable developments are as follows:
| · | Lordstown Motors has received approximately 50,000 non-binding production reservations from commercial fleets for its Lordstown Endurance all-electric pickup truck, with an average order size of approximately 500 vehicles per fleet. This figure does not capture interest the company has received from organizations that are not in position to be able to place pre-orders, such as federal, state and municipal governments, and military fleets. Deliveries of the Lordstown Endurance are expected to begin in September 2021, with full production ramping up throughout 2022. |
| · | Lordstown Motors is currently building and testing Alpha 2 prototypes of the Endurance, incorporating learnings from the successful Alpha 0 prototype vehicle, as the company continues to prove out its technology. Lordstown Motors is also preparing to build its Beta series prototypes beginning in early 2021 using the production lines at the Lordstown, Ohio plant. The company expects to produce 40 to 50 Beta prototype vehicles, which will be used for crash, engineering and validation testing. The company also expects some of these vehicles may be sent to some initial customers for their feedback. The Lordstown Endurance has already achieved a 5-Star crash test rating via software crash simulation. |
| · | Lordstown Motors expects to increase its internal headcount to 500 individuals by the end of 2020 and to 1,500 employees by the end of 2021. The company currently employs more than 250 individuals in the areas of manufacturing, engineering, marketing, sales, facilities, human resources, IT, supply chain, accounting and finance. These employees are engineering the Endurance and preparing the plant for mass production. Lordstown Motors has also engaged approximately 150 contractors. Individuals interested in careers with Lordstown Motors Corp. can click here. |
| · | This week, Lordstown Motors will officially open a satellite research and development center in Farmington Hills, Michigan. This facility will include space for vehicle inspection and benchmarking, as well as labs for testing, validation and prototyping. Lordstown Motors understands that automotive engineering talent in the Detroit area is world-renowned and, with this new R&D Engineering Center, expects to access the deep automotive engineering talent pool and numerous automotive supplier partners that exist in the region. |
| · | Later this month, Lordstown Motors will open a service center in Irvine, California, in what will be its first service center outside of Ohio. The facility, combined with the company’s mobile service, will enable Lordstown Motors to service commercial users in the southern California region. The company has chosen California as the location for its first service center outside of Ohio due to the favorable regulatory backdrop in the state, which is aggressively promoting more widespread adoption of electric vehicles. |
| · | Construction has begun on a 700,000 square foot battery pack and hub motor production facility at Lordstown Motors’ 6.2 million square foot Ohio headquarters. Completion of the first stage of this facility is expected in time for Start of Production of the Endurance in 2021. When completed, Lordstown Motors expects the facility to be one of the largest of its kind in the United States. |
| · | Several senior members of the company’s management team have recently been promoted. These individuals include Rich Schmidt, who has been promoted to President, Shane Brown, who has been promoted to Chief Production Officer, and John Vo, who has been promoted to Vice President of Propulsion. Mr. Schmidt has more than 30 years of extensive automotive production experience, including at several major traditional automotive OEMs and at Tesla, where he was a senior production executive. As President, he will focus on ensuring the company's goals are met and will be responsible for all operational activities and direction of the entire manufacturing process. Mr. Brown has more than 20 years of production experience at traditional OEMs. Mr. Vo has more than 20 years of experience in the production of industrial electronics, including seven years at Tesla, where his last role was Head of Global Manufacturing. |
About Lordstown Motors Corp.
Lordstown Motors Corp. is an Ohio-based original equipment manufacturer of light duty fleet vehicles, founded by CEO Steve Burns with the purpose of transforming Ohio's Mahoning Valley and Lordstown, Ohio, into the epicenter of electric-vehicle manufacturing. The company owns the 785 acre, 6.2 million square foot Lordstown Assembly Plant where it plans to build the Lordstown Endurance, believed to be the world's first full-size, all-electric pickup truck designed to serve the commercial fleet market. For additional information visit www.lordstownmotors.com.
Forward Looking Statements
This press release includes forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements may be identified by words such as “feel,” “believes,” expects,” “estimates,” “projects,” “intends,” “should,” “is to be,” or the negative of such terms, or other comparable terminology. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties, which could cause actual results to differ materially from the forward-looking statements contained herein due to many factors, including, but not limited to: our limited operating history and our significant projected funding needs; risks associated with the conversion and retooling of our facility and ramp up of production; our inability to obtain orders from customers and potential customers’ inability to integrate our electric vehicles into their existing fleets; our inability to retain key personnel and to hire additional personnel; competition in the electric pickup truck market; our inability to develop a sales distribution network; and the ability to protect our intellectual property rights. Any forward-looking statements speak only as of the date on which they are made, and Lordstown Motors Corp. undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of this press release.
Contacts:
Investors
lordstownmotorsIR@icrinc.com
Media
Leigh Harmon
leigh@ottoandfriends.com