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):
December 15, 2020
NOVUS CAPITAL CORPORATION
(Exact Name of Registrant as Specified in
Charter)
Delaware
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001-39288
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84-5042965
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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8556 Oakmont Lane
Indianapolis, IN 46260
(Address of Principal Executive Offices)
(Zip Code)
(317) 590-6959
(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:
x
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))
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Securities registered pursuant to Section 12(b)
of the Act:
Title
of each class
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Trading
Symbol(s)
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Name of each exchange on
which registered
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Units, each consisting of one share of common stock and one-half of one redeemable warrant
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NOVSU
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Nasdaq Stock Market LLC
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Common stock, par value $0.0001 per share
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NOVS
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Nasdaq Stock Market LLC
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Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share
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NOVSW
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Nasdaq Stock Market LLC
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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 x
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 7.01.
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Regulation FD Disclosure
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On December 15, 2020, Novus Capital Corporation,
a Delaware corporation (“Novus Capital”) and AppHarvest, Inc., a Delaware public benefit corporation (“AppHarvest”),
released an analyst presentation (the “Analyst Presentation”) for use in connection with the proposed transaction
pursuant to the Business Combination Agreement and Plan of Reorganization, dated as of September 28, 2020, by and among Novus Capital,
AppHarvest and ORGA, Inc., a Delaware corporation and wholly owned subsidiary of Novus Capital (“Merger Sub”),
pursuant to which AppHarvest will be merged with and into Merger Sub (the “Merger”) with AppHarvest surviving
the Merger as a wholly owned subsidiary of Novus Capital. The Analyst Presentation contains updated forecasts, including on slides
35 through 38. A copy of the Analyst Presentation is attached hereto as Exhibit 99.1 and incorporated by reference herein.
The information in this Item 7.01, including
Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall
not be deemed to be incorporated by reference into the filings of Novus Capital under the Securities Act of 1933, as amended, or
the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be
deemed an admission as to the materiality of any information contained in this Item 7.01, including Exhibit 99.1.
Forward-Looking Statements
Certain statements included in the Analyst
Presentation that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the
United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such
as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,”
“intend,” “expect,” “should,” “plan,” “predict,” “potential,”
“seem,” “seek,” “future,” and similar expressions that predict or indicate future events or
trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements
regarding estimates and forecasts of other financial and performance metrics and projections of market opportunity. These statements
are based on various assumptions, whether or not identified in the Analyst Presentation, and on the current expectations of the
respective management of AppHarvest and Novus Capital and are not predictions of actual performance. These forward-looking statements
are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by an investor as, a guarantee,
an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or
impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of AppHarvest
and Novus Capital. These forward-looking statements are subject to a number of risks and uncertainties, including changes in domestic
and foreign business, market, financial, political, and legal conditions; the inability of the parties to successfully or timely
consummate the proposed Merger, including the risk that any regulatory approvals are not obtained, are delayed or are subject to
unanticipated conditions that could adversely affect the combined company or the expected benefits of the proposed Merger or that
the approval of the stockholders of Novus Capital or AppHarvest is not obtained; failure to realize the anticipated benefits of
the proposed Merger; risks relating to the uncertainty of the projected financial information with respect to AppHarvest; risks
related to the rollout of AppHarvest’s business and the timing of expected business milestones; the effects of competition
on AppHarvest’s business; the amount of redemption requests made by Novus Capital’s stockholders; the ability of Novus
Capital or AppHarvest to issue equity or equity linked securities or obtain debt financing in connection with the proposed Merger
or in the future, and those factors discussed in Novus Capital’s Registration Statement on Form S 4 as amended to date, under
the heading “Risk Factors,” and other documents Novus Capital has filed, or will file, with the SEC. If any of these
risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these
forward-looking statements. There may be additional risks that neither Novus Capital nor AppHarvest presently know, or that Novus
Capital nor AppHarvest currently believe are immaterial, that could also cause actual results to differ from those contained in
the forward-looking statements. In addition, forward-looking statements reflect Novus Capital’s and AppHarvest’s expectations,
plans, or forecasts of future events and views as of the date of the Analyst Presentation. Novus Capital and AppHarvest anticipate
that subsequent events and developments will cause Novus Capital’s and AppHarvest’s assessments to change. However,
while Novus Capital and AppHarvest may elect to update these forward-looking statements at some point in the future, Novus Capital
and AppHarvest specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing
Novus Capital’s and AppHarvest’s assessments of any date subsequent to the date of the Analyst Presentation. Accordingly,
undue reliance should not be placed upon the forward-looking statements.
Important Information for Investors and Stockholders
In connection with the proposed transaction,
Novus Capital has filed the Registration Statement with the SEC, which includes a preliminary proxy statement to be distributed
to holders of Novus Capital’s common stock in connection with Novus Capital’s solicitation of proxies for the vote
by Novus Capital’s stockholders with respect to the proposed transaction and other matters as described in the Registration
Statement, as well as the prospectus relating to the offer of securities to be issued to AppHarvest’s stockholders in connection
with the proposed transaction. After the Registration Statement has been declared effective, Novus Capital will mail a definitive
proxy statement, when available, to its stockholders. Investors and security holders and other interested parties are urged
to read the proxy statement/prospectus, any amendments thereto and any other documents filed with the SEC carefully and in their
entirety when they become available because they will contain important information about Novus Capital, AppHarvest and the proposed
transaction. Investors and security holders may obtain free copies of the preliminary proxy statement/prospectus and definitive
proxy statement/prospectus (when available) and other documents filed with the SEC by Novus Capital through the website maintained
by the SEC at http://www.sec.gov, or by directing a request to: Novus Capital Corporation, 8556 Oakmont Lane, Indianapolis, IN
46260. The information contained on, or that may be accessed through, the websites referenced in this press release is not incorporated
by reference into, and is not a part of, this press release.
Participants in the Solicitation
Novus Capital and its directors and officers
may be deemed participants in the solicitation of proxies of Novus Capital’s shareholders in connection with the proposed
business combination. Security holders may obtain more detailed information regarding the names, affiliations and interests of
certain of Novus Capital’s executive officers and directors in the solicitation by reading the Registration Statement and
other relevant materials filed with the SEC in connection with the business combination when they become available. Information
concerning the interests of Novus Capital’s participants in the solicitation, which may, in some cases, be different than
those of their stockholders generally, is set forth in the Registration Statement.
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Item 9.01.
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Financial Statements and Exhibits.
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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.
Dated: December 15, 2020
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NOVUS CAPITAL CORPORATION
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By:
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/s/ Vincent Donargo
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Name: Vincent Donargo
Title: Chief Financial Officer
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Novus Capital (NASDAQ:NOVSU)
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