Amendment: Phoenix Motor Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s
telephone number, including area code:
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 | ||
| 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. |
EXPLANATORY NOTE
Item 1.01 Entry into a Material Definitive Agreement.
As previously reported, on March 14, 2025, the Company entered into a loan agreement (the “Loan Agreement”) with J.J. Astor & Co. (the “Lender”) pursuant to which the Lender agreed to loan the Company the sum of up to $6,000,000, in two tranches of $4,000,000 and $2,000,000, in consideration for a senior secured convertible promissory note in the original principal amount of $5,300,000 (the “Initial Note”), and if the second tranche of $2,000,000 is requested by the Company and funded by the Lender, an additional senior secured convertible promissory note in the original principal amount of $2,650,000 (the “Additional Note,” and together with the Initial Note, the “Notes”).
On April 2, 2025, the Company and the Lender entered into an Amendment to the Loan Agreement and Initial Note (the “Amendment”) to correct an inadvertent error. The Amendment provides, among other things, that upon an event of default, the conversion price of the Notes will be 80% of the average of the four lowest VWAP over the 20 trading days prior to conversion.
The foregoing summary of the Amendment does not purport to be complete and is qualified in their entirety by reference to a copy of the Amendment filed herewith as Exhibit 10.1.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 10.1 | Amendment to the Loan Agreement and Initial Note, dated April 2, 2025, by and between Phoenix Motor Inc. and J.J. Astor & Co. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| Dated: April 3, 2025 | PHOENIX MOTOR INC. | |
| By: | /s/ Xiaofeng Denton Peng | |
| Name: | Xiaofeng Denton Peng | |
| Title: | Chief Executive Officer and Chairman of the Board | |