SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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)
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|Item 8.01|| |
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.
|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)|
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: March 7, 2023||
/s/ Bill Krause
|Title:||Chief Legal Officer|
|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 Companys 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.
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
|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
|Current Date:||Mar 06, 2023|
|Case Name:||In re View, Inc.|
|Court Authorizer:||Lori W. Will|
|The petition is granted pursuant to Section 205(a) of the Delaware General Corporation Law for the reasons set forth in the courts 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|