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)
(Exact Name of Registrant as Specified in its Charter)
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Securities registered pursuant to Section 12(b) of the Act:
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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). |
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Item 1.01. Entry into a Material Definitive Agreement.
Securities Purchase Agreement
On January 4, 2024, Phoenix Motor Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with an accredited investor (the “Purchaser” ), relating to a private placement (the “Private Placement”) by the Company pursuant to which the Company issued 600,000 shares (the “Shares”) of the Company’s common stock (the “Common Stock”) at a purchase price of $1.13 per share, and a Common Stock purchase warrant (the “Warrant”) to purchase up to 600,000 shares of Common Stock, exercisable at $1.13 per share (the “Warrant Shares” and, together with the Warrants and the Shares, the “Securities”).
The Warrant is immediately exercisable, in whole or in part, for a term of one year following issuance and may be exercised on a cashless basis if a registration statement is not then effective and available for the resale of the Warrant Shares. The exercise price and number of Warrant Shares issuable upon exercise of the Warrant are subject to adjustment upon the occurrence of certain events, such as stock splits, stock dividends, split-ups, recapitalizations, reclassifications or the like.
The Private Placement closed on January 25, 2024 and the Company received gross proceeds from the Private Placement of approximately $678,000, before deducting offering expenses payable by the Company. The Company expects to use the proceeds from the Private Placement to fund working capital and other general corporate purposes.
The foregoing descriptions of the Securities Purchase Agreement and the Warrant do not purport to describe all of the terms and provisions thereof and are qualified in their entirety by reference to the form of Securities Purchase Agreement and the form of Warrant which are filed as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
As described more fully in Item 1.01 above, the Securities are not registered under the Securities Act of 1933, as amended (the “Securities Act”), and are being offered and sold in a private placement pursuant to an exemption from the registration requirements of Section 5 of the Securities Act contained in Section 4(a)(2) thereof and/or Regulation D thereunder.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 4.1 | Form of Warrant dated January 25, 2024 | |
| 10.1*^ | Securities Purchase Agreement dated January 4, 2024 between Phoenix Motor Inc. and the Purchaser. |
| * | Portions of this exhibit have been redacted in accordance with Item 601(b)(10) of Regulation S-K. The omitted information is not material and is the type that the registrant treats as private or confidential. |
| ^ | Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. |
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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.
| PHOENIX MOTOR INC. | ||
| Dated: January 31, 2024 | ||
| By: | /s/ Chris Wang | |
| Name: Chris Wang | ||
| Title: Chief Financial Officer | ||