UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 7, 2023 (
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code:
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 | ||
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 8.01 | Other Events. |
As previously disclosed, on February 15, 2023, View, Inc. (the “Company”) filed an application in the Court of Chancery of the State of Delaware 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 (the “Charter Amendments”) and the shares issued pursuant thereto (the “Section 205 Action”).
On March 6, 2023, the Court of Chancery granted the Company’s application and issued an order (the “Order”) in the Section 205 Action validating (i) the stockholder votes approving the Charter Amendments, (ii) the Charter Amendments, including the filing and effectiveness thereof, and (iii) the Company’s securities, and the issuance thereof, described in the Section 205 Action, whether already issued or to be issued pursuant to authorization under the Charter Amendments.
The foregoing description of the Order does not purport to be complete and is qualified in its entirety by the terms of the Order, a copy of which is attached hereto as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| 99.1 | Final Order entered by the Delaware Court of Chancery on March 6, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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.
| VIEW, INC. | ||||||
| Date: March 7, 2023 |
|
By: | /s/ Bill Krause | |||
| Name: | Bill Krause | |||||
| Title: | Chief Legal Officer | |||||
Exhibit 99.1
|
GRANTED | |
| IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE |
| ) | ||||
| IN RE VIEW, INC. | ) | C.A. No. 2023-0190-LWW | ||
| ) |
[PROPOSED] ORDER GRANTING VIEW, INC.’S
VERIFIED APPLICATION PURSUANT TO 8 DEL. C. § 205
WHEREAS, this Court having reviewed the Verified Application Pursuant to 8 Del. C. § 205 (the “Application”) filed by View, Inc. (the “Company”), the Court having considered the factors in 8 Del. C. § 205(d), and for good cause having been shown,
IT IS HEREBY ORDERED this ___ day of ___________, 2023, that:
1. The March 5, 2021 stockholder votes approving the Charter Amendments are hereby validated and declared effective.1
2. The Charter Amendments, including the filing and effectiveness thereof, are hereby validated and declared effective.
3. The Company’s securities (and the issuance of the securities) described in the Application, whether already issued or to be issued pursuant to authorization under the Charter Amendments, are hereby validated and declared duly authorized.
| 1 | Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Application. |
4. For the avoidance of doubt, this Order validates the above-described corporate acts, notwithstanding any failures of authorization or potential failures of authorization, as described in the Application.
5. The action is hereby closed.
|
Vice Chancellor Will |
925217-WILSR01A - MSW
| 2 |
| This document constitutes a ruling of the court and should be treated as such. | ||
| Court: | DE Court of Chancery Civil Action | |
| Judge: | Lori W. Will | |
| File & Serve Transaction ID: |
69265989 | |
| Current Date: | Mar 06, 2023 | |
| Case Number: | 2023-0190-LWW | |
| Case Name: | In re View, Inc. | |
| Court Authorizer: | Lori W. Will | |
| Court Authorizer Comments: |
||
| The petition is granted pursuant to Section 205(a) of the Delaware General Corporation Law for the reasons set forth in the court’s March 6, 2023 bench ruling. See transcript; see also Opinion Regarding Section 205 Petition, In re Lordstown Motors Corp., 2023-0083-LWW (Del. Ch. Feb. 21, 2023) (setting forth reasoning for granting similar relief in a Section 205 action). | ||
| /s/ Judge Lori W. Will | ||