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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
October 17, 2023
Date of Report (Date of earliest event reported)
Phoenix Motor Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware |
|
001-41414 |
|
85-4319789 |
(State or other jurisdiction of
incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer Identification No.) |
|
1500 Lakeview Loop
Anaheim, CA |
|
92807 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (909) 987-0815
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 |
| |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, par value $0.0004 per share |
|
PEV |
|
NASDAQ Capital Market |
| x |
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). |
|
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 3.01 Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
As previously reported, on
April 18, 2023, Phoenix Motor Inc. (the “Company”) received a letter from the Listing Qualifications Department (the “Staff”)
of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based upon the closing bid price of the Company’s common
stock, par value $0.0004 per share (the “Common Stock”), for the prior 30 consecutive business days, the Company was not in
compliance with the requirement to maintain a minimum bid price of $1.00 per share for continued listing on The Nasdaq Capital Market
LLC, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). In accordance with Nasdaq Listing
Rule 5810(c)(3)(A), the Company was provided a grace period of 180 days, or until October 16, 2023, to regain compliance with the Minimum
Bid Price Requirement.
On October 16, 2023, the
Company submitted a request to Nasdaq for an additional 180-day extension to regain compliance with the Minimum Bid Price Requirement.
On October 17, 2023, the Company received a letter from Nasdaq advising that the Company had been granted a 180-day extension to April
15, 2024 to regain compliance with the Minimum Bid Price Requirement, in accordance with Nasdaq Listing Rule 5810(c)(3)(A).
If at any time before April
15, 2024, the closing bid price of the Common Stock is at least $1.00 per share for a minimum of 10 consecutive business days, the Company
will regain compliance with this Nasdaq rule and this matter will be closed.
The Company will continue
to monitor the closing bid price of its Common Stock and may, if appropriate, consider implementing available options, including but not
limited to, implementing a reverse stock split of its outstanding securities, to regain compliance with the Minimum Bid Price Requirement.
If the Company does not regain compliance within the allotted compliance period, Nasdaq will provide notice that the Common Stock will
be subject to delisting. The Company would then be entitled to appeal that determination to a Nasdaq hearings panel. There can be no assurance
that the Company will regain compliance with the Minimum Bid Price Requirement during this 180-day extension.
On October 17, 2023, the
Company issued a press release announcing that Nasdaq had granted its request for an 180-day extension to regain compliance with the Minimum
Bid Price Requirement. A copy of the press release is attached hereto as Exhibit 99.1.
Item 8.01 Other Events.
Risks Related to our Capital Stock
If we fail to comply with the continued
minimum closing bid requirements of The Nasdaq Capital Market LLC (“Nasdaq”) by April 15, 2024, or other requirements for
continued listing, including stockholder equity requirements, our Common Stock may be delisted and the price of our Common Stock and our
ability to access the capital markets could be negatively impacted.
Our Common Stock is listed
for trading on Nasdaq. We must satisfy Nasdaq’s continued listing requirements, including, among other things, the $1.00 minimum
bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). If a company’s
common stock trades for 30 consecutive business days below the Minimum Bid Price Requirement, Nasdaq will send a deficiency notice, advising
that such company has been afforded a “compliance period” of 180 calendar days to regain compliance with the applicable requirements.
Thereafter, if such company does not regain compliance with the Minimum Bid Price Requirement prior to the expiration of the initial period,
such company may be eligible for an additional 180 calendar day compliance period, provided (i) it meets the continued listing requirement
for market value of publicly held shares and all other applicable requirements for initial listing on Nasdaq, including stockholder equity
requirements (except for the Minimum Bid Price Requirement), which the Company may be unable to satisfy, and (ii) it provides written
notice to Nasdaq of its intention to cure this deficiency during the second compliance period by effecting a reverse stock split, if necessary.
In the event the Company does not regain compliance with the Minimum Bid Price Requirement prior to the expiration of the initial period,
and if it appears to the Staff of the Listing Qualifications Department of The Nasdaq Stock Market LLC (the “Staff”) that
the Company will not be able to cure the deficiency, or if the Company is not otherwise eligible, the Staff will provide the Company with
written notification that its securities are subject to delisting from Nasdaq. At that time, the company may appeal the delisting determination
to a hearings panel.
On April 18, 2023, the Staff
notified us that we did not comply with the Minimum Bid Price Requirement, and we had 180 calendar days, or until June 1, 2022, to regain
compliance. On October 16, 2023, under Nasdaq Listing Rule 5810(c)(3)(A)(ii), we submitted a request to Nasdaq for an additional 180-day
extension to regain compliance with the Minimum Bid Price Requirement and notice of our intention to cure the deficiency, including by
effecting a reverse stock split if necessary. On October 17, 2023 we were provided an additional 180 calendar day compliance period, or
until April 15, 2024, to regain compliance with the Minimum Bid Price Requirement. The closing bid price of our securities must be at
least $1.00 per share for a minimum of ten consecutive business days to regain compliance. We intend to monitor the closing bid price
of our Common Stock and may, if appropriate, consider available options, including implementation of a reverse stock split, to regain
compliance with the Minimum Bid Price Requirement. If we seek to implement a reverse stock split in order to remain listed on Nasdaq,
the announcement or implementation of such a reverse stock split could negatively affect the price of our Common Stock. However, there
can be no assurance that we will regain compliance with the Minimum Bid Price Requirement prior to April 15, 2024.
If we are unable to regain
compliance with the Minimum Bid Price Requirement by April 15, 2024, or if we fail to meet any of the other continued listing requirements,
including stockholder equity requirements, our securities may be delisted from Nasdaq, which could reduce the liquidity of our Common
Stock materially and result in a corresponding material reduction in the price of our Common Stock. In addition, delisting could harm
our ability to raise capital through alternative financing sources on terms acceptable to us, or at all, and may result in the potential
loss of confidence by investors, employees and business development opportunities. Such a delisting likely would impair your ability to
sell or purchase our Common Stock when you wish to do so. Further, if we were to be delisted from Nasdaq, our Common Stock may no longer
be recognized as a “covered security” and we would be subject to regulation in each state in which we offer our securities.
Thus, delisting from Nasdaq could adversely affect our ability to raise additional financing through the public or private sale of equity
securities, would significantly impact the ability of investors to trade our securities and would negatively impact the value and liquidity
of our Common Stock.
If we implement a reverse stock split the
liquidity of our Common Stock may be adversely effected.
We
may be required to seek approval from our stockholders to effect a reverse stock split of our issued and outstanding shares of our Common
Stock in order to regain compliance with the Nasdaq Minimum Bid Price Requirement. However, there can be no assurance that the reverse
stock split would be approved by our stockholders. Further, there can be no assurance that the market price per new share of our Common
Stock after the reverse stock split will remain unchanged or increase in proportion to the reduction in the number of old shares of our
Common Stock outstanding before the reverse stock split. The liquidity of the shares of our Common Stock may be affected adversely by
any reverse stock split given the reduced number of shares of our Common Stock that will be outstanding following the reverse stock split,
especially if the market price of our Common Stock does not increase as a result of the reverse stock split. In addition, the reverse
stock split may increase the number of shareholders who own odd lots (less than 100 shares) of our Common Stock, creating the potential
for such shareholders to experience an increase in the cost of selling their shares and greater difficulty effecting such sales.
Following
any reverse stock split, the resulting market price of our Common Stock may not attract new investors and may not satisfy the investing
requirements of those investors. Although we believe that a higher market price of our Common Stock may help generate greater or broader
investor interest, there can be no assurance that the reverse stock split will result in a share price that will attract new investors,
including institutional investors. In addition, there can be no assurance that the market price of our Common Stock will satisfy the investing
requirements of those investors. As a result, the trading liquidity of our Common Stock may not necessarily improve.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
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.
| |
PHOENIX MOTOR INC. |
| |
|
| Dated: October 17, 2023 |
|
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By: |
/s/ Chris Wang |
| |
|
Name: Chris Wang |
| |
|
Title: Chief Financial Officer |
