Electric Last Mile Solutions Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On May 26, 2022, Electric Last Mile, Inc. (“ELM”), a wholly owned subsidiary of Electric Last Mile Solutions, Inc., entered into an amendment (the “Amendment”) to the Land Contract, dated June 25, 2021 (the “Land Contract”), by and between SF Motors, Inc. (d/b/a SERES) (“SERES”) and ELM, effective as of April 30, 2022 (the “Amendment Effective Date”). The Amendment provides that ELM’s monthly payment obligations under the Land Contract shall be (i) for each of April 2022, May 2022, June 2022, and July 2022, an amount equal to fifty percent (50%) of the monthly payment obligations due under the Land Contract prior to the effectiveness of the Amendment, (ii) for each of August 2022, September 2022, October 2022, and November 2022, an amount equal to one hundred fifty percent (150%) of the monthly payment obligations due under the Land Contract prior to the effectiveness of the Amendment, and (iii) for December 2022 and for each month thereafter until the purchase price under the Land Contract is paid in full by ELM to SERES, an amount equal to one hundred percent (100%) of the monthly payment obligations due under the Land Contract prior to the effectiveness of the Amendment. In consideration of the deferral of ELM’s monthly payment obligations due under the Land Contract described in the preceding sentence, ELM agreed to waive, release, and discharge SERES from and against any and all rights, defenses, claims, or causes of action of ELM against SERES that may have arisen under the Land Contract or any lien or collateral in connection therewith prior to the Amendment Effective Date.
| Item 1.02 | Termination of a Material Definitive Agreement. |
On May 27, 2022 (the “Termination Effective Date”), ELM entered into a termination and release (the “Termination of IP Agreement”) of that certain Exclusive IP License Agreement, dated as of April 9, 2021 (the “IP Agreement”), by and between ELM and SERES. The IP Agreement governs ELM’s license of certain intellectual property owned by SERES and Chongqing Sokon Motor (Group) Imp. & Exp. Co., Ltd. used in the design, manufacture, development, marketing, sale, offering for sale, or commercialization of urban utility and commercial vehicles designated as SERES’s EC35 and D51 models. The parties initially entered into the IP Agreement in connection with ELM’s acquisition of the Mishawaka, Indiana manufacturing facility from SERES in June 2021, pursuant to the Land Contract. ELMS currently does not use any of the intellectual property covered by the IP Agreement. The parties agreed to terminate the IP Agreement in connection with their entry into the Amendment, as described in Item 1.01 above.
The Termination of IP Agreement provides that ELM and SERES have (i) terminated the IP Agreement and (ii) waived any and all claims that either of ELM or SERES may have against the other arising out of the IP Agreement.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number | Description |
| 10.1 | First Amendment to Land Contract, dated June 25, 2021, by and between SF Motors, Inc. DBA SERES and Electric Last Mile, Inc. |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) |
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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.
| Date: June 2, 2022 | ELECTRIC LAST MILE SOLUTIONS, INC. | |
| By: | /s/ Robert Song | |
| Robert Song | ||
| Chief Financial Officer and Treasurer | ||
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