Prospectus Filed Pursuant to Rule 424(b)(2) (424b2)
31 March 2022 - 9:25PM
Edgar (US Regulatory)
Prospectus Supplement No. 4 |
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Filed pursuant to Rule 424(b)(2) |
(To Prospectus Dated February 3, 2022 and
Prospectus Supplement dated March 2, 2022) |
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Registration No. 333-262355 |
![](https://content.edgar-online.com/edgar_conv_img/2022/03/31/0001104659-22-040431_tm2210922d1_424b2img01.jpg)
Romeo
Power, Inc.
6,183,017 Shares
of Common Stock
Pursuant to this prospectus supplement,
the accompanying prospectus supplement and the accompanying base prospectus, we are offering 6,183,017 shares of our common stock to
YA II PN, Ltd., a Cayman Islands exempt limited partnership (“Yorkville”) at a price of approximately $1.46 per share, pursuant
to our previously announced Standby Equity Purchase Agreement with Yorkville dated February 15,
2022 (as amended on February 28, 2022, the “SEPA”). The total purchase price and proceeds we will receive from the
sale of the shares is $9,000,000. These shares are being issued as part of the commitment by Yorkville to purchase from time to time,
at our option, up to $350,000,000 worth of shares of our common stock pursuant to the SEPA as described in Prospectus Supplement No.
1. We expect to issue the shares to Yorkville on or about March 31, 2022.
In addition to our issuance of common
shares to Yorkville pursuant to the SEPA, this prospectus supplement, the accompanying prospectus supplement and the accompanying prospectus
also cover the resale of those shares by Yorkville to the public. Though we have been advised by Yorkville,
and Yorkville represents in the SEPA, that Yorkville
is purchasing the shares for its own account, for investment purposes in which it takes investment risk (including, without limitation,
the risk of loss), and without any view or intention to distribute such shares in violation of the Securities Act of 1933, as amended
(the “Securities Act”) or any other applicable securities laws, the Securities and Exchange Commission (the “SEC”)
may take the position that Yorkville may be deemed an “underwriter” within the
meaning of Section 2(a)(11) of the Securities Act and any profits on the sales of shares of our common stock by Yorkville
and any discounts, commissions or concessions received by Yorkville are deemed to be underwriting
discounts and commissions under the Securities Act.
Our common stock is listed on the New
York Stock Exchange, Inc. (“NYSE”) under the symbol “RMO”. On March 30, 2022, the closing price of our common
stock, as reported on the NYSE, was $1.58 per share.
Investing in our securities involves a high
degree of risk.
See “Risk Factors” beginning on
page S-6 of the accompanying prospectus supplement.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or passed
upon the adequacy or accuracy of this prospectus
supplement or the accompanying base prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is March
31, 2022.
THE OFFERING
Securities Offered |
6,183,017 shares of common stock of Romeo Power, Inc. |
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Purchaser |
YA II PN, Ltd. pursuant to the Standby Equity Distribution dated February 15, 2022, as amended on February 28, 2022 |
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Purchase price |
Approximately $1.46 per share |
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Proceeds |
$9,000,000 |
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Use of Proceeds |
We intend to use the net proceeds from the sale of the securities under this prospectus for general corporate purposes, including for general working capital purposes, which may include the repayment of outstanding debt. |
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Symbol for our common stock on the New York Stock Exchange |
“RMO” |
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Resale |
This prospectus supplement, the accompanying prospectus supplement and the accompanying prospectus also cover the resale of shares by YA II PN, Ltd. to the public. See “Plan of Distribution” in the accompanying prospectus supplement. |
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