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): April 8 25, 2024 (April 419, 2024)

View, Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-39470	84-3235065
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6280 America Center Drive, Suite 200

San Jose, California, 95002

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (408) 263-9200

Not Applicable

(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	VIEW*	The Nasdaq Global Market*
Redeemable warrants, exercisable for Class A common stock at an exercise price of $11.50 per share	VIEWW*	The Nasdaq Global Market*

*	On April 3, 2024, The Nasdaq Stock Market LLC determined to delist View, Inc.’s Class A common stock, par value $0.0001 per share, and redeemable warrants, exercisable for Class A common stock at an exercise price of $11.50 per share, and to suspend trading thereof on April 5, 2024.

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 ☐

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 24.0301 ~~Creation~~Changes ofin aRegistrant’s ~~Direct~~Certifying ~~Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant~~Accountant.

AsOn ~~previously disclosed, on~~ April 219, 2024, ~~View,~~PricewaterhouseCoopers ~~Inc.~~LLP (“~~View~~PwC” ~~or the “Company”~~) ~~entered~~resigned ~~into~~as ~~a Restructuring Support Agreement (~~the ~~“RSA”)~~independent ~~which,~~registered ~~among~~public ~~other~~accounting ~~things,~~firm ~~contemplated~~of ~~a $17.5 million debtor-in-possession financing facility (the “DIP Facility”) to be provided by the certain existing lenders~~View, ~~which may be rolled into an exit facility and upon emergence, a $32~~Inc.~~5 million~~ ~~new-money exit financing facility. Additionally, on April 2, 2024~~ (the “~~Petition Date~~Company”), View and certain of its subsidiaries (the “Debtors”) filed voluntary petitions in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) for relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”), thereby commencing the Chapter 11 Cases (the “Chapter 11 Cases”). ~~The Debtors sought approval of, among other thing, motions to obtain approval of the DIP Term Sheet (as defined below).~~

OnPwC’s ~~April 4,~~report ~~2024,~~on the ~~Bankruptcy~~Company’s ~~Court~~financial ~~entered~~statements ~~customary~~as ~~orders~~of ~~approving~~and ~~first~~for ~~day~~the ~~motions~~fiscal ~~related~~years toended ~~its prepackaged Chapter 11 Cases~~December 31, ~~which~~2022 ~~included~~and an2021 ~~interim order authorizing~~ (the ~~Company~~“Report”), todid ~~enter~~not ~~into~~contain ~~the~~any ~~DIP~~adverse ~~Facility~~opinion onor ~~the~~disclaimer ~~terms~~of ~~set~~opinion, ~~forth~~nor inwas ~~the~~it ~~DIP~~qualified ~~Term~~or ~~Sheet~~modified ~~(defined~~as ~~below)~~to ~~and~~uncertainty, ~~such~~audit ~~interim~~scope, ~~order~~or ~~(the~~accounting ~~“Interim~~principles, ~~DIP~~except ~~Order”).~~that ~~The terms of~~ the ~~DIP~~Report ~~Facility~~included ~~and~~an ~~transactions~~explanatory ~~contemplated~~paragraph byindicating ~~the~~that ~~DIP~~there ~~Term~~was ~~Sheet~~substantial ~~and~~doubt about the ~~Interim~~Company’s ~~DIP~~ability ~~Order remain subject~~ to ~~final~~continue ~~approval~~as ~~by the Bankruptcy Court at~~ a ~~hearing~~going ~~that is currently scheduled to occur on April 26, 2024~~concern. ~~Accordingly,~~PwC nohas ~~assurance~~not ~~can~~audited ~~be given that~~ the ~~DIP~~Company’s ~~Facility~~financial ~~described~~statements ~~herein~~as ~~will~~of beand ~~consummated~~for on the ~~terms~~fiscal ~~and~~year ~~conditions~~ended ~~set~~December 31, ~~forth therein~~2023.

~~DIP~~During ~~Facility~~the fiscal years ended December 31, 2023 and 2022, and the subsequent interim period through April 19, 2024, there were (i) no “disagreements” (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and PwC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of PwC, would have caused PwC to make reference to the subject matter of the disagreement in its reports on the Company’s consolidated financial statements, and (ii) no “reportable events” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K and the related instructions), except for the material weaknesses in our internal control over financial reporting reported in Item 9A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, each of which was discussed between the Company’s Audit Committee and PwC:

~~Pursuant~~We todid anot ~~term~~design ~~sheet~~or ~~dated~~maintain ~~April 2,~~an ~~2024~~effective ~~(the~~internal ~~“DIP~~control ~~Term~~environment ~~Sheet”),~~that bymeets our accounting and ~~among~~reporting ~~the~~requirements. ~~Company~~Specifically, aswe ~~Borrower,~~did ~~the~~not ~~other~~have ~~Debtors,~~a assufficient ~~guarantors,~~complement ~~Cantor~~of ~~Fitzgerald~~personnel ~~Securities,~~with asan ~~administrative~~appropriate ~~agent~~degree ~~(“DIP~~of ~~Agent”)~~accounting knowledge and experience to appropriately analyze, record and ~~the~~disclose ~~lenders~~accounting ~~party~~matters ~~thereto~~commensurate ~~(the~~with ~~“DIP~~our ~~Lenders”),~~accounting and inreporting ~~connection~~requirements ~~with~~and ~~the~~lacked ~~Chapter~~related 11internal ~~Cases~~controls necessary to satisfy our accounting and ~~the~~financial ~~RSA~~reporting requirements. Additionally, ~~the~~we ~~DIP~~did ~~Lenders~~not ~~have~~demonstrate ~~agreed~~a commitment to ~~provide~~integrity aand ~~priming,~~ethical ~~senior~~values. ~~secured,~~These ~~superpriority~~material ~~debtor-in-possession~~weaknesses ~~delayed~~contributed ~~draw~~to ~~term~~the ~~loan~~following ~~facility~~additional inmaterial anweaknesses: ~~aggregate~~we ~~principal~~did ~~amount~~not ~~equal~~design toor upmaintain effective controls with respect to ~~$17,500,000~~revenue ~~(the~~and ~~“DIP~~receivables ~~Facility~~and ~~Commitment”)~~warranty-related toobligations. ~~the~~These ~~Company~~material onweaknesses ~~the~~in ~~terms~~our ~~set~~control ~~forth~~environment and in ~~the~~our ~~DIP~~warranty-related ~~Term~~obligations ~~Sheet~~process ~~and~~resulted in the ~~definitive~~need ~~documentation~~ to berestate ~~negotiated,~~our ~~executed~~consolidated ~~and~~financial ~~delivered~~statements byfor the ~~Company~~years ended December 31, 2020 and 2019, the ~~DIP~~unaudited ~~Agent~~quarterly financial information for the quarter ended March 31, 2021 and the ~~DIP~~unaudited ~~Lenders~~quarterly financial information for each of the quarters in ~~connection~~the ~~therewith,~~year ~~including~~ended ~~credit~~December 31, ~~security,~~2020. ~~collateral~~The material weakness in our revenues and ~~guarantee~~receivables ~~agreements~~process ~~(collectively,~~resulted ~~the~~in ~~“DIP~~adjustments ~~Documents”)~~that were not material to our annual or interim financial statements.

~~Lenders’~~The ~~obligations~~Company toremediated ~~fund~~previously ~~borrowings~~identified ~~under~~material ~~the~~weaknesses ~~DIP~~as ~~Facility are subject to various conditions customary for DIP financings~~ of ~~this type~~December 31, as well as conditions that require that the RSA remains in full force and effect; and the Debtors have not entered into or committed to any plan, restructuring support agreement or any other agreement or understanding concerning the terms of a chapter 11 plan or other exit strategy without the consent of the Required DIP Lenders (as defined in the DIP Term Sheet).2022:

~~The~~• ~~DIP~~We ~~Facility~~did ~~shall~~not bedesign ~~used~~or bymaintain ~~the~~effective ~~Company~~controls in ~~accordance~~response ~~with~~to the ~~budget~~risks ~~agreed~~of ~~upon~~material ~~between~~misstatement, ~~the~~including ~~Debtors~~designing and ~~Required~~maintaining ~~DIP~~formal ~~Lenders~~accounting ~~(the~~policies, ~~“Approved~~procedures, ~~Budget”)~~and controls over significant accounts and disclosures to achieve complete, accurate and timely financial accounting, reporting and disclosures, including with respect to inventory, equity and derivative liabilities, leasing arrangements, property, plant, and equipment, stock-based compensation, and period-end financial reporting.

~~Unless~~• ~~otherwise~~We ~~consented~~did tonot indesign ~~writing~~or bymaintain ~~the~~effective ~~Required~~controls ~~DIP~~over ~~Lenders,~~information ~~the~~technology ~~DIP~~(“IT”) ~~Facility~~general ~~and~~controls ~~the~~for ~~Debtors’~~information ~~right~~systems tothat ~~use~~are ~~cash~~relevant ~~collateral~~to ~~shall~~the ~~automatically~~preparation ~~terminate~~of ~~without~~our ~~further~~financial ~~notice~~statements. orSpecifically, ~~court~~we ~~proceedings~~did onnot ~~the~~design ~~earliest~~or ~~to occur of~~maintain: (i) 90program ~~days~~change ~~after~~management ~~the~~controls ~~Petition~~for ~~Date;~~financial ~~(ii) the~~systems ~~date~~relevant ofto ~~termination~~our offinancial ~~the~~reporting ~~DIP~~to ~~Facility~~ensure ~~Commitment~~that ~~and/or~~information ~~acceleration~~technology ofprogram ~~any~~and ~~outstanding~~data ~~borrowings~~changes ~~under~~affecting ~~the~~financial ~~DIP~~IT ~~Facility~~applications ~~pursuant~~and tounderlying anaccounting ~~Event~~records ofare ~~Default~~identified, ~~(as~~tested, ~~defined~~authorized inand ~~the~~implemented ~~DIP Term Sheet)~~appropriately; (~~iii~~ii) ~~the~~user ~~first~~access ~~business~~controls ~~day~~to onensure ~~which~~appropriate ~~the~~segregation ~~interim~~of ~~order~~duties ~~approving~~and ~~the~~that ~~DIP~~adequately ~~Facility~~restrict ~~expires~~user byand ~~its~~privileged ~~terms~~access orto isfinancial ~~terminated~~applications, ~~unless~~programs, ~~the final order approving the DIP Facility has been entered~~ and ~~become~~data ~~effective~~to ~~prior~~appropriate ~~thereto~~personnel; (iviii) ~~conversion~~ ofcomputer ~~any~~operations ofcontrols ~~the Chapter 11 Cases~~ to aensure ~~case~~critical ~~under~~data ~~chapter~~interfaces 7between ofsystems ~~the~~are ~~Bankruptcy~~appropriately ~~Code;~~identified ~~(v) dismissal~~and ofmonitored, ~~any~~data ofbackups ~~the~~are ~~Chapter~~authorized 11and ~~Cases;~~monitored, ~~(vi) the~~and ~~closing~~restorations ofare ~~a sale of substantially all of the equity or assets of the Debtors or any material asset of the Debtors~~tested; and (~~vii~~iv) ~~the~~ ~~date~~testing ofand ~~repayment~~approval incontrols ~~cash~~for inprogram ~~full~~development byto ~~the~~ensure ~~Debtors~~that ofnew ~~all~~software ~~outstanding~~development ~~obligations~~is ~~under~~aligned ~~the DIP Facility and termination of the DIP Facility Commitment in accordance~~ with ~~the~~business ~~terms of the DIP Facility;~~ and ~~(viii) the~~IT ~~effective date of the Debtors’ plan of reorganization confirmed in the Chapter 11 Cases~~requirements.

The ~~obligations~~Company ofprovided ~~the~~PwC ~~Debtors~~with ~~under~~a ~~the~~copy ~~DIP~~of ~~Term~~this ~~Sheet~~Current ~~and~~Report ~~DIP~~on ~~Documents~~Form ~~have~~8-K ~~priority~~and ~~over~~requested ~~all~~that ~~other~~PwC ~~allowed~~furnish ~~Chapter~~to ~~11 or Chapter 7 administrative expenses under~~ the ~~Bankruptcy~~Company ~~Code, subject to~~ a ~~carveout~~letter asaddressed ~~specified~~to in the ~~DIP~~U.S. ~~Term~~Securities ~~Sheet,~~ and ~~shall~~Exchange beCommission ~~secured~~(the by“SEC”) astating ~~first-priority~~whether ~~priming~~or ~~lien~~not onPwC ~~and~~agrees awith ~~security~~the ~~interest~~above instatements ~~all assets~~ and, ~~property~~if ~~of the Company~~not, ~~subject~~stating to the ~~Carve-Out~~respects ~~(as defined~~ in ~~the~~which ~~DIP~~it ~~Term~~does ~~Sheet)~~not ~~and other prepetition liens permitted under the DIP Documents~~agree. ~~The~~A ~~Debtors’~~copy ~~cash collateral and proceeds~~ of ~~the~~PwC’s ~~DIP~~letter ~~Facility~~to ~~will be used by~~ the ~~Debtors~~SEC, asdated ~~permitted by the Interim DIP Order and final order approving the DIP Facility~~April 25, ~~the Approved Budget~~2024, ~~and~~is ~~the~~attached ~~DIP~~as ~~Documents,~~Exhibit ~~for~~16.1 ~~working~~to ~~capital~~this ~~purposes,~~Current ~~payment~~Report ofon ~~adequate~~Form ~~protection payments, and bankruptcy~~8-~~related costs and expenses~~K.

InItem consideration of the DIP Lenders’ provision of the DIP Facility, the Debtors are obligated to pay a closing fee of 3% of the DIP Facility Commitment and a commitment fee in an amount equal to 2% per annum of the undrawn DIP Facility Commitment payable on a monthly basis in cash9.01 ~~The~~Financial ~~Company~~Statements ~~will also pay all reasonable~~ and ~~documented fees and expenses of the DIP Lenders~~Exhibits.

~~Interest on the amounts borrowed under the DIP Facility will accrue and be payable monthly at a rate of~~ (id) ~~SOFR~~ ~~+ 7~~Exhibits.50% per annum if paid in cash, or (ii) SOFR + 14.00% if paid-in-kind and added to the principal balance at the Company’s option. An additional 2.00% per annum will apply during the continuance of a default.

The DIP Documents will contain customary representations, warranties, affirmative and negative covenants (including covenants mandating compliance with the Approved Budget, variance testing and reporting requirements, among others), and events of default.


16.1		Letter from PricewaterhouseCoopers LLP to the Securities and Exchange Commission, dated April 25, 2024

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

The foregoing description of the DIP Term Sheet does not purport to be complete and is qualified in its entirety by reference to the DIP Term Sheet, a copy of which was filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on April 2, 2024, and incorporated herein by reference.

Forward Looking Statements

This Current Report on Form 8-K, and certain materials View files with the Securities and Exchange Commission (the “SEC”), 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, including but not limited to statements regarding the Chapter 11 Cases and the DIP Facility. 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. Factors that could cause actual outcomes and results to differ materially from such forward-looking statements include, but are not limited to, the following: the bankruptcy process; the Company’s ability to confirm and consummate a plan of reorganization in accordance with the terms of the RSA; the Company’s ability to obtain Bankruptcy Court approval with respect to motions in the Chapter 11 Cases; risk associated with third party motions in any bankruptcy case; the effects of the Chapter 11 Cases on the Company and on the interests of various constituents; the continued availability of operating capital during the pendency of the Chapter 11 Cases; the potential adverse effects of the Chapter 11 Cases on the Company’s liquidity or results of operations and increased legal and other professional costs necessary to execute the Company’s financial restructuring; the Company’s ability to negotiate definitive documentation for or perform under the terms of the debtor-in-possession (“DIP”) financing arrangements and any other arrangement with lenders or creditors during the Chapter 11 Cases; the Company’s trading price and the effects of the Chapter 11 Cases on the liquidity of the Company’s Common Stock. 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, 2022, as amended, its Quarterly Reports on Form 10-Q and in its other filings with the SEC. View undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date hereof.

SIGNATURE

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.


VIEW, INC.

By:		/s/ Bill Krause
		Name: Bill Krause
		Title: Chief Legal Officer

Dated: April 8 25, 2024

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