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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/21/23 Phoenix Motor Inc. 8-K:3 4/18/23 10:192K Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 29K 5: R1 Cover HTML 47K 8: XML IDEA XML File -- Filing Summary XML 11K 6: XML XBRL Instance -- tm2313278d1_8k_htm XML 15K 7: EXCEL IDEA Workbook of Financial Reports XLSX 8K 3: EX-101.LAB XBRL Labels -- pev-20230421_lab XML 96K 4: EX-101.PRE XBRL Presentations -- pev-20230421_pre XML 64K 2: EX-101.SCH XBRL Schema -- pev-20230421 XSD 12K 9: JSON XBRL Instance as JSON Data -- MetaLinks 25± 34K 10: ZIP XBRL Zipped Folder -- 0001104659-23-048470-xbrl Zip 16K
United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
April 21, 2023 ( i April 18, 2023)
Date of Report (Date of earliest event reported)
(Exact Name of Registrant as Specified in its Charter)
| i Delaware | i 001-41414 | i 85-4319789 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
| i 92807 | ||
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: ( i 909) i 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:
| i ¨ | Written communications pursuant to Rule 425 under the Securities Act |
| i ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| i ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| i ¨ | 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 | ||
| i Common Stock, par value $0.0004 per share | i PEV | i NASDAQ Capital Market |
| i x | 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). |
| i ¨ | 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 April 18, 2023, Phoenix Motor Inc., a Delaware corporation (the “Company”) received a notice in the form of a letter (“Deficiency Letter”) from the Nasdaq Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2) because the bid price for the Company’s common stock had closed below $1.00 per share for the previous 30 consecutive business days (the “Minimum Bid Price Requirement”).
The Nasdaq 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.
In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been given 180 calendar days, or until October 16, 2023, to regain compliance with the Minimum Bid Price Requirement. If at any time before October 16, 2023, the bid price of the Company’s common stock closes at $1.00 per share or more for a minimum of 10 consecutive business days, the Staff will provide written confirmation that the Company has achieved compliance.
In the event the Company does not regain compliance, 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. If the Company meets these requirements, the Staff will inform the Company that it has been granted an additional 180 calendar days. However, if it appears to Staff that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, the Staff will provide notice that its securities will be subject to delisting.
If the Company does not regain compliance by October 16, 2023, the Nasdaq Staff will provide written notice to the Company that its securities are subject to delisting. At that time, the Company may appeal any such delisting determination to a Nasdaq hearings panel.
The Company intends to actively monitor the closing bid price for the Company’s common stock between now and October 16, 2023 and may, if appropriate, evaluate available options to resolve the deficiency and regain compliance with the Minimum Bid Price Requirement. 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.
The Company, by filing this Form 8-K, discloses its receipt of the Nasdaq Deficiency Letter regarding the Minimum Bid Price Requirement in accordance with Nasdaq Listing Rule 5810(b).
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 the Company will regain compliance with the Minimum Bid Price Requirement during any compliance period or in the future, or otherwise meet Nasdaq compliance standards, that the Company will be eligible for a second compliance period, 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. 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.
| PHOENIX MOTOR INC. | ||
| Dated: April 21, 2023 | ||
| By: | /s/ Chris Wang | |
| Name: Chris Wang | ||
| Title: Chief Financial Officer | ||
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 10/16/23 | None on these Dates | |||
| Filed on: | 4/21/23 | |||
| For Period end: | 4/18/23 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/29/24 Phoenix Motor Inc. DEF 14C 2/15/24 1:156K Toppan Merrill/FA 2/20/24 Phoenix Motor Inc. PRE 14C 2/16/24 1:153K Toppan Merrill/FA 2/08/24 Phoenix Motor Inc. 424B5 1:320K Toppan Merrill/FA 1/30/24 Phoenix Motor Inc. 424B5 1:329K Toppan Merrill/FA 12/14/23 Phoenix Motor Inc. 424B3 12/13/23 1:240K Toppan Merrill/FA 11/27/23 Phoenix Motor Inc. S-1 4:410K Toppan Merrill/FA 7/14/23 Phoenix Motor Inc. S-3 4:332K Toppan Merrill/FA |