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): ~~May~~June 2917, 2024

Fisker Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-38625

82-3100340

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

14 Centerpointe Drive La Palma, California 90623

La Palma, California 90623

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (833) 434-7537

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))

Title of each class

Trading

Symbol

Name of each exchange

on which registered

Class A Common Stock, par value of $0.00001 per share

FSRN

OTC Pink Current Information

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 1.03.

Bankruptcy or Receivership.

On June 17, 2024, Fisker Group Inc., a subsidiary of Fisker Inc. (“Fisker” or the “Company”), commenced a voluntary case under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). On June 19, 2024, Fisker and its other subsidiaries in the United States (together with Fisker Group Inc., the “Debtors”) commenced voluntary cases under chapter 11 of title 11 of the Bankruptcy Code in the Bankruptcy Court. The Bankruptcy Court has granted a motion seeking joint administration of the cases commenced on June 17, 2024 and June 19, 2024 (the “Chapter 11 Cases”) under the caption In re: Fisker Inc., et al., Case No. 24-11390 (TMH).

The Debtors will continue to operate their businesses as “debtors in possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court. To ensure their ability to continue operating in the ordinary course of business, the Debtors have filed with the Bankruptcy Court motions seeking, and the Bankruptcy Court has entered, a variety of “first day” relief, including authority to pay employee wages and benefits, and pay vendors and suppliers in the ordinary course for goods and services provided after the commencement of the Chapter 11 Cases. The Debtors also obtained an order to access cash collateral through June 28, 2024. The Bankruptcy Court will hold a further hearing on June 27, 2024 regarding the Debtors’ ability to further access to cash collateral.

Item 2.04

Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

AsThe ~~previously~~filing ~~disclosed,~~of ~~on May 10, 2024, Fisker Inc. (~~the ~~“Company”)~~Chapter ~~entered~~11 ~~into~~Cases adescribed ~~Securities~~in ~~Purchase~~Item ~~Agreement~~1.03 ~~(as~~above ~~amended,~~constitute ~~modified,~~an ~~and~~event ~~waived~~of ~~from~~default ~~time~~that toaccelerated ~~time,~~ the ~~“Securities~~Company’s ~~Purchase~~obligations ~~Agreement”)~~under ~~with CVI Investments, Inc. (~~the ~~“Noteholder”) pursuant to which the~~ Company’s ~~agreed~~Senior ~~to sell~~Indenture, ~~and~~dated ~~the~~as ~~Investor~~of ~~agreed to purchase~~July 11, $32023,~~456,000~~ inbetween ~~aggregate principal amount of~~ the Company’s ~~senior~~and ~~secured~~Wilmington ~~note~~Savings ~~due~~Fund ~~2024~~Society, ~~(the~~FSB, ~~“2024~~as ~~Note”)~~trustee ~~in a private offering~~ (the “~~Offering”)~~2026 inNotes ~~reliance on the exemption from registration provided in Section 4(a~~Indenture”)~~(2)~~, ofgoverning the ~~Securities~~Company’s ~~Act of 1933, as amended~~2.50% ~~Capitalized~~convertible ~~terms~~senior ~~used~~notes ~~herein~~due ~~but~~2026 ~~not otherwise defined shall have~~ (the ~~meanings~~“2026 ~~ascribed to such terms in the 2024 Note or, if not defined in the 2024 Note, the Securities Purchase Agreement~~Notes”).

OnThe ~~May 29,~~2026 ~~2024,~~Notes ~~the~~Indenture ~~Noteholder~~provides ~~notified the Company~~ that itupon ~~has become aware that Events of Default have occurred with respect to~~ the ~~2024~~filing ~~Note as a result~~ of: the ~~Company’s~~Chapter ~~failure~~11 ~~to make the repayment required to be made for the week ended May 10~~Cases, ~~2024 (as described in~~ the ~~Approved~~principal ~~Budget Variance Report delivered to the Noteholder’s advisors on May 16, 2024), under Sections 1~~ and ~~4(a)(iv)~~interest ofdue ~~the 2024 Note; the occurrence of defaults~~ under ~~and acceleration of~~ the ~~2025~~2026 Notes ~~and~~shall ~~the~~automatically ~~Company’s~~become ~~2.50% Convertible Senior Notes~~ due ~~2026, under Section 4(a)(vi), 4(a)(xi), 4(a)(xiv)~~ and ~~13(h)~~payable. ofAny ~~the~~efforts ~~2024 Note and Section 4(b) of the Securities Purchase Agreement; the Company’s failure~~ to ~~pay~~enforce ~~when~~such ~~due~~payment ~~amounts~~obligations ~~owed~~ under the ~~2025~~2026 Notes ~~and~~are ~~the~~automatically ~~Company’s~~stayed ~~2.50%~~as ~~Convertible Senior Notes due 2026, under Section 4(~~a~~)(xi)~~ ofresult ~~the 2024 Note; the Company’s and its Subsidiaries failure to complete all filings and other similar actions required in connection with the pledge and perfection~~ of ~~security interests in~~ the ~~Collateral~~Chapter as11 ~~and to the extent contemplated by the Security Documents by May 20~~Cases, ~~2024~~ and ~~their failure to take all necessary actions to execute and deliver additional Security Documents reasonably requested by~~ the ~~Collateral~~creditors’ ~~Agent~~rights ~~(including,~~of ~~but~~enforcement ~~not limited to, the documents set forth~~ in ~~Exhibit~~respect ~~D to the Securities Purchase Agreement), under Sections 4(a)(xii), 4(a)(xiv) and 13(a)~~ of the ~~2024~~2026 ~~Note~~Notes ~~and~~are ~~Sections~~subject 4(b) and 4(p) of the Securities Purchase Agreement; the expiration of the Forbearance Agreement, under Section 4(a)(xix) of the 2024 Note, at 5:00 p.m. (New York time) on May 17, 2024; and the Company’s failure to ~~make~~ the ~~repayment~~applicable ~~required~~provisions ~~to be made for the week ended May 17, 2024 (as described in the Approved Budget Variance Report delivered to the Noteholder’s advisors on May 23, 2024), under Sections 1 and 4(a)(iv)~~ of the ~~2024~~Bankruptcy ~~Note~~Code.

OnThe ~~May 29,~~disclosure ~~2024,~~in ~~the~~Item ~~Noteholder~~1.03 ~~notified the Company that it is exercising its rights pursuant to Sections 4(b)~~ of ~~the~~this ~~2024~~Current ~~Note~~Report toon ~~accelerate~~Form ~~the~~8-K ~~2024~~is ~~Note~~incorporated herein by requiring the Company to immediately redeem 100% of the outstanding 2024 Note at the Event of Default Redemption Price, including any applicable Interest, Late Charges, Redemption Premium, and other amounts due under the 2024 Notereference.

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.

Date: June 4, 2024

FISKER INC.

Date: June 24, 2024

FISKER INC.

/s/ John DiDonato

John DiDonato

Chief Restructuring Officer

Filing Compare · Fisker Inc./DE