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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/15/24 Phoenix Motor Inc. 10-K 12/31/23 114:9.7M Toppan Merrill/FA2 |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 2.13M
2: EX-4.3 Instrument Defining the Rights of Security Holders HTML 42K
3: EX-23.1 Consent of Expert or Counsel HTML 29K
7: EX-97 Clawback Policy re: Recovery of Erroneously HTML 40K
Awarded Compensation
4: EX-31.1 Certification -- §302 - SOA'02 HTML 35K
5: EX-31.2 Certification -- §302 - SOA'02 HTML 35K
6: EX-32.1 Certification -- §906 - SOA'02 HTML 32K
13: R1 Document and Entity Information HTML 101K
14: R2 Consolidated Balance Sheets HTML 158K
15: R3 Consolidated Balance Sheets (Parenthetical) HTML 40K
16: R4 Consolidated Statements of Operations HTML 113K
17: R5 Consolidated Statements of Operations HTML 37K
(Parenthetical)
18: R6 Consolidated Statements of Changes in HTML 98K
Stockholders' (Deficit)/ Equity
19: R7 Consolidated Statements of Cash Flows HTML 173K
20: R8 Description of Business and Organization HTML 34K
21: R9 Going Concern HTML 34K
22: R10 Summary of Significant Accounting Policies HTML 104K
23: R11 Accounts Receivable, Net HTML 55K
24: R12 Inventories HTML 43K
25: R13 Prepaid Expenses and Other Current Assets, Net HTML 50K
26: R14 Sales-type Lease Receivable HTML 50K
27: R15 Intangible Assets, Net HTML 79K
28: R16 Property and Equipment, Net HTML 53K
29: R17 Short-term Borrowings HTML 32K
30: R18 Long-term Borrowings, current and non-current HTML 55K
31: R19 Related Party Transactions HTML 36K
32: R20 Equity HTML 40K
33: R21 Stock-based Compensation HTML 99K
34: R22 Convertible Note Payable HTML 46K
35: R23 Fair Value Measurement HTML 61K
36: R24 Income Taxes HTML 96K
37: R25 Commitments and Contingencies HTML 34K
38: R26 Operating Leases HTML 51K
39: R27 Concentration Risk HTML 33K
40: R28 Net Loss Per Share HTML 49K
41: R29 Subsequent Events HTML 47K
42: R30 Summary of Significant Accounting Policies HTML 167K
(Policies)
43: R31 Summary of Significant Accounting Policies HTML 60K
(Tables)
44: R32 Accounts Receivable, Net (Tables) HTML 55K
45: R33 Inventories (Tables) HTML 43K
46: R34 Prepaid Expenses and Other Current Assets, Net HTML 49K
(Tables)
47: R35 Sales-type Lease Receivable (Tables) HTML 50K
48: R36 Intangible Assets, Net (Tables) HTML 78K
49: R37 Property and Equipment, Net (Tables) HTML 51K
50: R38 Long-term Borrowings, current and non-current HTML 58K
(Tables)
51: R39 Stock-based Compensation (Tables) HTML 97K
52: R40 Fair Value Measurement (Table) HTML 55K
53: R41 Income Taxes (Tables) HTML 95K
54: R42 Operating Leases (Tables) HTML 51K
55: R43 Net Loss Per Share (Tables) HTML 50K
56: R44 Description of Business and Organization (Details) HTML 47K
57: R45 Going Concern (Details) HTML 46K
58: R46 Summary of Significant Accounting Policies - Cash HTML 31K
and cash equivalents (Details)
59: R47 Summary of Significant Accounting Policies - HTML 37K
Restricted cash (Details)
60: R48 Summary of Significant Accounting Policies - HTML 41K
Estimated useful lives of the assets (Details)
61: R49 Summary of Significant Accounting Policies - HTML 36K
Impairment of long-lived assets and goodwill and
income taxes (Details)
62: R50 Summary of Significant Accounting Policies - HTML 66K
Disaggregated revenues (Details)
63: R51 Summary of Significant Accounting Policies - HTML 34K
Segment reporting (Details)
64: R52 Summary of Significant Accounting Policies - HTML 32K
Product warranties (Details)
65: R53 Summary of Significant Accounting Policies - HTML 36K
Government Grant (Details)
66: R54 Summary of Significant Accounting Policies - HTML 31K
Earnings (Loss) Per Share (Details)
67: R55 Summary of Significant Accounting Policies - HTML 61K
Leases (Details)
68: R56 Summary of Significant Accounting Policies - HTML 63K
Recent accounting pronouncements (Details)
69: R57 Accounts Receivable, Net (Details) HTML 44K
70: R58 Accounts Receivable, Net (Details) HTML 38K
71: R59 Inventories (Details) HTML 41K
72: R60 Prepaid Expenses and Other Current Assets, Net HTML 47K
(Details)
73: R61 Sales-type Lease Receivable (Details) HTML 40K
74: R62 Sales-type Lease Receivable - Net investment in HTML 42K
leases (Details)
75: R63 Sales-type Lease Receivable - Annual minimum HTML 50K
undiscounted lease payments (Details)
76: R64 Intangible Assets, Net (Details) HTML 60K
77: R65 Intangible Assets, Net - Estimated future HTML 31K
amortization expense (Details)
78: R66 Property and Equipment, Net (Details) HTML 55K
79: R67 Short-term Borrowings (Details) HTML 49K
80: R68 Long-term Borrowings, current and non-current HTML 37K
(Details)
81: R69 Long-term Borrowings, current and non-current - HTML 54K
Maturities of long-term borrowings (Details)
82: R70 Long-term Borrowings, current and non-current - HTML 44K
Vehicle loans with Ford Motor Credit (Details)
83: R71 Related Party Transactions (Details) HTML 75K
84: R72 Equity - Shares of common stock and HTML 80K
recapitalization (Details)
85: R73 Equity - Additional Information (Details) HTML 61K
86: R74 Stock-based Compensation (Details) HTML 68K
87: R75 Stock-based Compensation - Assumptions used in the HTML 43K
determination of the fair value of share-based
payment awards (Details)
88: R76 Stock-based Compensation - Stock option activities HTML 75K
(Details)
89: R77 Stock-based Compensation - Non-vested stock awards HTML 56K
(Details)
90: R78 Convertible Note Payable (Details) HTML 101K
91: R79 Fair Value Measurement (Details) HTML 80K
92: R80 Income Taxes - Loss before provision for income HTML 37K
taxes (Details)
93: R81 Income Taxes - Components of provision for income HTML 39K
taxes (Details)
94: R82 Income Taxes - Income tax rate reconciliation HTML 47K
(Details)
95: R83 Income Taxes - Significant components of the HTML 47K
Group's deferred tax assets and liabilities
(Details)
96: R84 Income Taxes - Additional Information (Details) HTML 55K
97: R85 Commitments and Contingencies (Details) HTML 36K
98: R86 Operating Leases (Details) HTML 39K
99: R87 Operating Leases - Maturities of operating lease HTML 48K
liabilities (Details)
100: R88 Operating Leases - Supplemental information HTML 38K
(Details)
101: R89 Concentration Risk (Details) HTML 56K
102: R90 Net Loss Per Share (Details) HTML 60K
103: R91 Net Loss Per Share - Anti-dilutive (Details) HTML 35K
104: R92 Subsequent Events (Details) HTML 69K
105: R93 Subsequent Events - Acquisition with Proterra Inc. HTML 38K
(Details)
106: R94 Subsequent Events - Financing with Nations Bus HTML 57K
(Details)
107: R95 Subsequent Events - Financing with Agile Capital HTML 57K
(Details)
108: R96 Pay vs Performance Disclosure HTML 41K
109: R97 Insider Trading Arrangements HTML 35K
111: XML IDEA XML File -- Filing Summary XML 212K
114: XML XBRL Instance -- pev-20231231x10k_htm XML 1.90M
110: EXCEL IDEA Workbook of Financial Report Info XLSX 186K
9: EX-101.CAL XBRL Calculations -- pev-20231231_cal XML 241K
10: EX-101.DEF XBRL Definitions -- pev-20231231_def XML 611K
11: EX-101.LAB XBRL Labels -- pev-20231231_lab XML 1.73M
12: EX-101.PRE XBRL Presentations -- pev-20231231_pre XML 1.24M
8: EX-101.SCH XBRL Schema -- pev-20231231 XSD 253K
112: JSON XBRL Instance as JSON Data -- MetaLinks 615± 921K
113: ZIP XBRL Zipped Folder -- 0001410578-24-000471-xbrl Zip 452K
EXHIBIT 97
PHOENIX MOTOR INC.
(“the Company”)
CLAWBACK POLICY
Introduction
The Board of Directors of the Company (the “Board”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board has therefore adopted this policy which provides for the recoupment of certain executive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under the federal securities laws (the “Policy”). This Policy is designed to comply with Section 10D of the Securities Exchange Act of 1934 (the “Exchange Act”).
Administration
This Policy shall be administered by the Board or, if so designated by the Board, the Compensation Committee, in which case references herein to the Board shall be deemed references to the Compensation Committee. Any determinations made by the Board shall be final and binding on all affected individuals.
Covered Executives
This Policy applies to the Company’s current and former executive officers, as determined by the Board in accordance with Section 10D of the Exchange Act and the listing standards of the national securities exchange on which the Company’s securities are listed, and such other senior executives/employees who may from time to time be deemed subject to the Policy by the Board (“Covered Executives”).
Recoupment; Accounting Restatement
In the event the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material noncompliance with any financial reporting requirement under the securities laws, the Board will require reimbursement or forfeiture of any excess Incentive Compensation received by any Covered Executive during the three completed fiscal years immediately preceding the date on which the Company is required to prepare an accounting restatement.
Incentive Compensation
For purposes of this Policy, Incentive Compensation means any of the following; provided that such compensation is granted, earned, or vested based wholly or in part on the attainment of a financial reporting measure:
| ● | Annual cash bonuses and other short- and long-term cash incentives. |
| ● | Stock options. |
| ● | Stock appreciation rights. |
| ● | Restricted stock. |
| ● | Restricted stock units. |
| ● | Performance shares. |
| ● | Performance units. |
Financial reporting measures are measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures, including:
| ● | Company stock price. |
| ● | Total shareholder return. |
| ● | Revenues. |
| ● | Net income. |
| ● | Earnings before interest, taxes, depreciation, and amortization (EBITDA). |
| ● | Earnings per share. |
| ● | “Non-GAAP financial measures” for purposes of Exchange Act Regulation G and 17CFR 229.10. |
Excess Incentive Compensation: Amount Subject to Recovery
The amount to be recovered will be the excess of the Incentive Compensation paid to the Covered Executive based on the erroneous data over the Incentive Compensation that would have been paid to the Covered Executive had it been based on the restated results, as determined by the Board.
If the Board cannot determine the amount of excess Incentive Compensation received by the Covered Executive directly from the information in the accounting restatement, then it will make its determination based on a reasonable estimate of the effect of the accounting restatement.
Method of Recoupment
The Board will determine, in its sole discretion, the method for recouping Incentive Compensation hereunder which may include, without limitation:
| ● | requiring reimbursement of cash Incentive Compensation previously paid; |
| ● | seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer, or other disposition of any equity-based awards; |
| ● | offsetting the recouped amount from any compensation otherwise owed by the Company to the Covered Executive; |
| ● | cancelling outstanding vested or unvested equity awards; and |
| ● | taking any other remedial and recovery action permitted by law, as determined by the Board. |
No Indemnification
The Company shall not indemnify any Covered Executives against the loss of any incorrectly awarded Incentive Compensation.
Interpretation
The Board is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy. It is intended that this Policy be interpreted in a manner that is consistent with the requirements of Section 10D of the Exchange Act and any applicable rules or standards adopted by the Securities and Exchange Commission or any national securities exchange on which the Company’s securities are listed.
Effective Date
This Policy shall be effective as of the date it is adopted by the Board (the “Effective Date”) and shall apply to Incentive Compensation that is approved, awarded or granted to Covered Executives on or after that date. This Policy shall apply to any excess Incentive Compensation received by Covered Executives during the three immediately completed fiscal years preceding the date on which a company is required to prepare an accounting restatement.
Amendment; Termination
The Board may amend this Policy from time to time in its discretion and shall amend this Policy as it deems necessary to reflect final regulations adopted by the Securities and Exchange Commission under Section 10D of the Exchange Act and to comply with any rules or standards adopted by a national securities exchange on which the Company’s securities are listed. The Board may terminate this Policy at any time.
Other Recoupment Rights
The Board intends that this Policy will be applied to the fullest extent of the law. The Board may require that any employment agreement, equity award agreement, or similar agreement entered into on or after the Effective Date shall, as a condition to the grant of any benefit thereunder, require a Covered Executive to agree to abide by the terms of this Policy. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company pursuant to the terms of any similar policy in any employment agreement, equity award agreement, or similar agreement and any other legal remedies available to the Company.
Impracticability
The Board shall recover any excess Incentive Compensation in accordance with this Policy unless such recovery would be impracticable, as determined by the Board in accordance with Rule 10D-1 of the Exchange Act and the listing standards of the national securities exchange on which the Company’s securities are listed.
Successors
This Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal representatives.
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 4/15/24 | |||
| For Period end: | 12/31/23 | NT 10-K | ||
| 11/22/23 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/28/22 Phoenix Motor Inc. 8-K:1,9 11/22/22 11:630K Toppan Merrill/FA 5/24/22 Phoenix Motor Inc. S-1/A 9:5.9M Toppan Merrill/FA 5/17/22 Phoenix Motor Inc. S-1/A 5/16/22 13:18M Toppan Merrill/FA 4/20/22 Phoenix Motor Inc. S-1/A 5:6.4M Toppan Merrill/FA 11/29/21 Phoenix Motor Inc. S-1 11/26/21 30:20M Toppan Merrill/FA |