ECD Automotive Design Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Unregistered Sales of Equity Securities, Material Modification to Rights of Security Holders, Financial Statements and Exhibits
$ECDA
Auto Manufacturing
Industrials
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
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Securities Exchange Act of 1934
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Item 1.01. Entry Into a Material Definitive Agreement.
As previously disclosed, on June 5, 2025, the Company entered into a securities purchase agreement (the “June 2025 SPA”) with an institutional investor (the “Holder”) for a series of senior secured convertible notes (“Notes”) in an aggregate principal amount of up to $21,972,275.38.
On March 12, 2026, the Holder exercised its right to purchase additional Notes in the original principal amount of $2,663,770 for a purchase price of $2,424,667. Unless converted or redeemed, the additional Notes will mature on December 12, 2026, subject to the Holder’s right to extend such date in certain circumstance. The additional Notes include a beneficial ownership limitation, which provides that the Notes may not be exercised to the extent that the Holder would own more 9.99% of the outstanding Common Stock immediately after giving effect to such conversion. If the additional Notes were to be converted at the floor price of $0.0034 per share, without giving effect to the beneficial ownership limitation, the aggregate principal amount of the additional Notes would be convertible into 783,461,765 shares of Common Stock. The terms and conditions of the additional Notes are described more fully in the Company’s Current Report on Form 8-K filed on June 11, 2025, and such description is incorporated herein by reference.
As of the date of this report, the Holder is the parent of the Company and has made loans to the Company with an aggregate outstanding principal amount of $12,484,248.
The offer and sale of the additional Notes, and of the shares of Common Stock issuable upon conversion of the additional Notes, are exempt from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder because, among other things, the transaction did not involve a public offering, the investors are accredited investors, the investors are taking the securities for investment and not resale, and the Company took appropriate measures to restrict the transfer of the securities.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 is incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth under Item 1.01 is incorporated herein by reference.
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth under Item 1.01 is incorporated herein by reference.
Upon consummation of the merger described in the Company’s current report on Form 8-K filed on March 12, 2026, the Company’s outstanding warrants issued in its initial public offering in September 2022 and in a private placement consummated simultaneously with the initial public offering (the “Warrants”), were adjusted pursuant to their terms. As of the effective time of the merger, pursuant to Section 4.5 of the warrant agreement governing the Warrants, the Warrant holders have the right to receive $0.0176 for each share that they would have received upon exercise of the Warrants prior to the merger. The current exercise price of the Warrants is $2300 per share, and accordingly the Warrants have no value.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
The following exhibits are filed as part of, or incorporated by reference into, this Report.
No. | Description of Exhibit |
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4.1 | ||
104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
* | Filed herewith. |
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: March, 18 2026 | ||
ECD AUTOMOTIVE DESIGN, INC. |
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By: | /s/ Victoria Hay |
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Name: | Victoria Hay |
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Title: | Chief Executive Officer |
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