false
0001879848
0001879848
2024-08-16
2024-08-16
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): August 16, 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.
On
August 21, 2024, Phoenix Motor Inc. (the “Company”) received a delinquency notification letter from the Listing Qualifications
Staff of The Nasdaq Stock Market LLC (“Nasdaq”) due to the Company’s non-compliance with Nasdaq Listing Rule 5250(c)(1)
(the “Listing Rule”) as a result of the Company’s failure to timely file its Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2024. Previously, on May 22, 2024, the Company received a delinquency notification from Nasdaq that the
Company no longer complied with the Listing Rule as it had not yet filed its Form 10-Q for the quarterly period ended March 31, 2024
(the “Initial Delinquent Filing”).
The
Listing Rule requires listed companies to timely file all required periodic financial reports with the Securities and Exchange Commission.
The deficiency letter has no immediate effect on the listing of the Company’s common stock, and its common stock will continue
to trade on The Nasdaq Capital Market under the symbol “PEV” at this time.
As
a result of this additional delinquency, the Company is required to regain compliance with all delinquent filings within 180 calendar
days from the due date of the Initial Delinquent Filing, or November 18, 2024. The Company must submit an update to its original plan
to regain compliance with respect to the filing requirements no later than September 3, 2024. The update must include the Company’s
plans to file its Form 10-Q for the quarterly period ended June 30, 2024 and indicate the progress the Company has made towards implementing
the plan submitted in connection with the Initial Delinquent Filing. If the Company’s plan to regain compliance is not accepted,
Nasdaq rules would permit the Company to appeal the decision to reject the Company’s proposed compliance plan to a Nasdaq Hearings
Panel.
The
Company is in the process of completing its Form 10-Q for the quarterly periods ended March 31, 2024 and June 30, 2024 and intends to
file such reports as soon as practicable.
As
required under Nasdaq Listing Rule 5810(b), the Company issued a press release on August 21, 2024, announcing that it had received the
deficiency notification. A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
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,” “intends,” “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
Listing Rule 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.
Item
9.01. Financial Statements and Exhibits.
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:
August 21, 2024 |
PHOENIX
MOTOR INC. |
|
|
|
By: |
/s/
Xiaofeng Denton Peng |
|
Name: |
Xiaofeng
Denton Peng |
|
Title: |
Chief
Executive Officer and Chairman of the Board |
Exhibit
99.1
Phoenix
Motor Inc. Announces Receipt of Nasdaq Listing Delinquency Letter
Anaheim,
CA, August 21, 2024 – Phoenix Motor Inc. (NASDAQ: PEV) (the “Company”) today announced that it received a delinquency
notification letter from the Listing Qualifications Staff of the Nasdaq Stock Market LLC (“Nasdaq”) on August 16, 2024 due
to the Company’s non-compliance with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”) as a result of the Company’s
failure to timely file its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024. Previously, on May 22, 2024, the
Company received a delinquency notification from Nasdaq that the Company no longer complied with the Listing Rule as it had not yet filed
its Form 10-Q for the quarterly period ended March 31, 2024 (the “Initial Delinquent Filing”).
The
Listing Rule requires listed companies to timely file all required periodic financial reports with the Securities and Exchange Commission.
The deficiency letter has no immediate effect on the listing of the Company’s common stock, and its common stock will continue
to trade on The Nasdaq Capital Market under the symbol “PEV” at this time.
As
a result of this additional delinquency, the Company is required to regain compliance with all delinquent filings within 180 calendar
days from the due date of the Initial Delinquent Filing, or November 18, 2024. The Company must submit an update to its original plan
to regain compliance with respect to the filing requirements no later than September 3, 2024. The update must include the Company’s
plans to file its Form 10-Q for the quarterly period ended June 30, 2024 and indicate the progress the Company has made towards implementing
the plan submitted in connection with the Initial Delinquent Filing. If the Company’s plan to regain compliance is not accepted,
Nasdaq rules would permit the Company to appeal the decision to reject the Company’s proposed compliance plan to a Nasdaq Hearings
Panel.
The
Company is in the process of completing its Form 10-Q for the quarterly periods ended March 31, 2024 and June 30, 2024 and intends to
file such reports as soon as practicable.
This
announcement is made in compliance with Nasdaq Listing Rule 5810(b), which requires prompt disclosure of receipt of a deficiency notification.
About
Phoenix Motor Inc.
Phoenix
Motor, a pioneer in the electric vehicle (“EV”) industry, designs, builds, and integrates electric drive systems and manufactures
heavy duty transit buses and medium and light duty commercial EVs. Phoenix operates two primary brands, “Phoenix”, which
is focused on commercial products including heavy and medium duty EVs (transit buses, shuttle buses, school buses and delivery trucks,
among others) and “EdisonFuture”, which intends to offer light-duty EVs. Phoenix endeavors to be a leading designer, developer
and manufacturer of electric vehicles and electric vehicle technologies. To learn more, please visit: www.phoenixmotorcars.com.
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,” “intends,” “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
Listing Rule 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.
v3.24.2.u1
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14a -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
Phoenix Motor (NASDAQ:PEV)
Graphique Historique de l'Action
De Nov 2024 à Déc 2024
Phoenix Motor (NASDAQ:PEV)
Graphique Historique de l'Action
De Déc 2023 à Déc 2024