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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): October 9, 2024
Phoenix
Motor Inc.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-41414 |
|
85-4319789 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
1500
Lakeview Loop
Anaheim,
CA |
|
92807 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (909) 987-0815
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 |
Common
Stock, par value $0.0004 per share |
|
PEV |
|
The
Nasdaq Stock Market LLC |
☒ |
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. |
Item
3.01. |
Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
Minimum
Bid Price Requirement
As
previously reported, on April 12, 2024, Phoenix Motor Inc. (the “Company”) received a letter (the “April 12 Deficiency
Letter”) from the staff from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”)
indicating that, based upon the closing bid price of the Company’s common stock for the last 30 consecutive business days, the
Company was not in compliance with the requirement to maintain a minimum bid price of $1 per share, as set forth in Nasdaq Listing Rule
5550(a)(2) (the “Minimum Bid Price Requirement”).
The
April 12 Deficiency Letter has no immediate effect on the listing of the Company’s common stock, and its common stock continues
to trade on The Nasdaq Capital Market.
In
accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was given 180 calendar days, or until October 9, 2024, to regain compliance
with the Minimum Bid Price Requirement. As of October 9, 2024, the Company is not in compliance with the Minimum Bid Price Requirement.
The
Company may be eligible for additional time. To qualify, the Company will be required to meet the continued listing requirement for market
value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price
requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period, by
effecting a reverse stock split, if necessary.
The
Company is evaluating available options to resolve the deficiency and regain compliance with the Minimum Bid Price Requirement, and will
effect a reverse stock split, if necessary, within the second compliance period. While the Company is exercising diligent efforts to
maintain the listing of its common stock on Nasdaq, there can be no assurance that the Company will be able to regain or maintain compliance
with Nasdaq listing standards.
Minimum
Stockholders’ Equity Requirement
As
previously disclosed, on April 17, 2024, the Company received a letter (the “April 17 Deficiency Letter”) from Nasdaq indicating
that, based upon the Company’s Form 10-K for the year ended December 31, 2023 (the “Form 10-K”), the Company was not
in compliance with the requirement to maintain a minimum of $2,500,000 in stockholders’ equity. In the Form 10-K, the Company reported
stockholders’ deficit of $4,839,000, which is below the minimum stockholders’ equity required for continued listing pursuant
to Nasdaq Listing Rule 5550(b)(1). Additionally, the Company does not meet the alternatives of market value of listed securities or net
income from continuing operations under Nasdaq Listing Rules.
The
April 17 Deficiency Letter has no immediate effect on the listing of the Company’s common stock, and its common stock continues
to trade on The Nasdaq Capital Market.
On
October 3, 2024, the Company filed its Quarterly Report on Form 10-Q for the period ended March 31, 2024, which reported stockholders’
equity of approximately $23.7 million, which exceeds the minimum stockholders’ equity required for continued listing under Nasdaq
Listing Rule 5550(b)(1).
As
of the date of this report, the Company believes it meets both the $5 million minimum stockholders’ equity requirement for initial
listing and has regained compliance with the stockholders’ equity requirement for continued listing. In its Quarterly Report on
Form 10-Q for the period ended June 30, 2024, the Company expects to report stockholders’ equity of approximately $18 million.
This projection is based on the Company’s current expectations regarding revenues, expenditures, cash burn rate, financing activities
and other operating assumptions.
Nasdaq
will continue to monitor the Company’s ongoing compliance with the stockholders’ equity requirement and, if at the time of
its next periodic report the Company does not evidence compliance, that it may be subject to delisting. At that time, the Company may
appeal any such delisting determination to a Nasdaq hearings panel.
Forward-Looking
Statements
Certain
information contained in this report consists of forward-looking statements within the meaning of the Private Securities Litigation Reform
Act of 1995 that involve risks, uncertainties and assumptions that are difficult to predict. Words such as “will,” “would,”
“may,” “intend,” “expect,” “potential,” and similar expressions, or the use of future
tense, identify forward-looking statements, but their absence does not mean that a statement is not forward-looking. Such forward-looking
statements are not guarantees of performance and actual actions or events could differ materially from those contained in such statements.
For example, there can be no assurance that Nasdaq will accept the Company’s plan to regain compliance, that the Company will regain
compliance with the Nasdaq Listing Rules during any compliance period or in the future, or otherwise meet Nasdaq continued listing standards,
or that Nasdaq will grant the Company any relief from delisting as necessary or that the Company can ultimately meet applicable Nasdaq
requirements for any such relief. For additional information about factors that could cause actual results to differ materially from
those described in the forward-looking statements, please refer to the Company’s filings with the SEC. The forward-looking statements
contained in this report speak only as of the date of this report and the Company undertakes no obligation to publicly update any forward-looking
statements to reflect changes in information, events or circumstances after the date of this report, unless required by law.
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: October
10, 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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Phoenix Motor (NASDAQ:PEV)
過去 株価チャート
から 11 2024 まで 12 2024
Phoenix Motor (NASDAQ:PEV)
過去 株価チャート
から 12 2023 まで 12 2024