Phoenix Motor Inc. filed SEC Form 8-K: Other Events
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SECURITIES AND EXCHANGE COMMISSION
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| Item 8.01. | Other Events. |
As previously disclosed, on May 16, 2024, holders of a majority of the outstanding aggregate voting stock of Phoenix Motor Inc. (the “Company”) adopted resolutions by written consent in lieu of a meeting that was delivered to the Company’s board of directors on May 16, 2024, effectuating (i) the removal of John F. Perkowski, Steven E. Stivers, Sam Van, Kristine Chen and Steven Li from the board of directors of the Company and (ii) electing Julia Yu, Yongmei (May) Huang and James Young as members of the board of directors of the Company.
Previously Filed Unauthorized Form 8-K
On May 20, 2024, a Form 8-K with a Date of Report of May 17, 2024 (the “Unauthorized Form 8-K”) and signed by J. Mark Hastings, who previously resigned as Chief Financial Officer of the Company effective as of April 10, 2024, was filed with the Securities and Exchange Commission (the “Commission”), purportedly on behalf of the Company. However, the current and legally designated management of the Company (the “Management”) had no knowledge of such Unauthorized Form 8-K, and was unaware of its existence until reviewing the same upon its filing with the Commission. Management disavows the Unauthorized Form 8-K, including the substance and legal efficacy of all assertions made therein.
Mr. Xiaofeng Denton Peng remains the Chairman and Chief Executive Officer of the Company. Mr. Hastings has no position or responsibilities at the Company and, therefore, does not have any authority to act on behalf of the Company.
Management believes that the purported actions or events described in the Unauthorized Form 8-K are not legally valid, and that the person or persons who filed, or who participated in or directed the filing of, such Unauthorized Form 8-K were not legally entitled to do so under the federal securities laws.
The Company encourages all stakeholders to seek accurate information from the Company’s official communications channels and refrain from acting on unauthorized statements.
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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.
| Dated: May 21, 2024 | PHOENIX MOTOR INC. | |
| By: | /s/ Xiaofeng Denton Peng | |
| Name: | Xiaofeng Denton Peng | |
| Title: | Chief Executive Officer and Chairman of the Board | |
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