Lightning eMotors Inc filed SEC Form 8-K: Bankruptcy or Receivership, Events That Accelerate or Increase a Direct Financial Obligation, Leadership Update
$ZEV
Auto Manufacturing
Consumer Discretionary
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
Date of Report (Date of earliest event reported): December 15, 2023
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
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1-800 -223-0740
(Registrant’s telephone number, including area code)
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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 1.03 Bankruptcy or Receivership.
On December 15, 2023, the District Court, Larimer County, State of Colorado (the “Court”), appointed Cordes & Company as receiver (the “Receiver”) over Lightning eMotors, Inc. and its wholly owned subsidiary, Lightning Systems, Inc. (together, the “Company”).
The Receiver has broad powers and authority to take possession of, and protect and preserve, all of the assets of the Company, and administer the estate in accordance with Rule 66 of the Colorado Rules of Civil Procedure. Accordingly, the Receiver is empowered to sell all of the assets of the Company (together or separately) and distribute the proceeds of such sale to the Company’s creditors in a manner approved by the Court. The appointment of a receiver is considered an event of default under the Company’s senior notes and other financing arrangements. The Company’s shareholders will not receive distributions in the receivership.
Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
The information set forth under Item 1.03 is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective on December 15, 2023, in connection with the appointment of the Receiver, all members of the Company’s Board of Directors resigned from their respective positions on the Company’s Board and Committees, namely:
•Robert Fenwick-Smith, Chairman of the Board, Chair of the Finance and Investment Committee,
•Thaddeus Senko, Lead Independent Director, Chair of the Audit Committee and member of the Finance and Investment Committee,
•Diana Tremblay, Chair of the Compensation Committee, member of the Audit Committee and Finance and Investment Committee
•Bruce Coventry, Chair of the Nominating and Corporate Governance Committee, member of the Compensation Committee
•Kenneth Jack, member of the Audit Committee and Nominating and Corporate Governance Committee,
•Wanda Jackson-Davis, member of the Compensation Committee, and Nominating and Corporate Governance Committee, and
•Timothy Reeser.
Their resignations were solely the result of the appointment of the Receiver and not as a result of any disagreement between any of the directors and the Company, its management, the Board or any committee of the Board.
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.
| Lightning eMotors, Inc. | ||||||||
| Dated: December 18, 2023 | ||||||||
| By: | /s/ Timothy Reeser | |||||||
| Name: | Timothy Reeser | |||||||
| Title: | Chief Executive Officer and President | |||||||