---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-23-074824"
form_type: "8-K"
ticker: "PEVM"
cik: "0001879848"
company_name: "PHOENIX MOTOR INC."
filed_at: "2023-06-27T23:59:59+00:00"
generated_at: "2026-06-13T16:34:18.202620+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# Phoenix Motor Inc. enters convertible note financing up to $5.1M

## Summary
- Up to $5.1M aggregate principal amount of senior convertible promissory notes issued to investors.
- Initial closing of $0.6M; second closing of $1.0M; up to $3.5M additional at investors' discretion.
- Notes carry 8.5% original issue discount, mature in 18 months, accrue interest at Prime Rate +4.75% (cash) or +7.75% (stock).
- Conversion price: greater of $0.60 floor or 87.5% of 7-day VWAP; full ratchet anti-dilution; variable upon event of default.
- Company must obtain shareholder approval by Dec 31, 2023 for issuances exceeding 19.99% of outstanding shares.

## SEC filing metadata
- accession: 0001104659-23-074824
- form_type: 8-K
- ticker: PEVM
- cik: 0001879848
- company_name: PHOENIX MOTOR INC.
- filed_at: 2023-06-27T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1879848/000110465923074824/0001104659-23-074824-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1879848/000110465923074824/tm2319716d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-23-074824
- JSON: https://secwatch.observer/filing/0001104659-23-074824.json
- Plain text: https://secwatch.observer/filing/0001104659-23-074824.txt

## Key facts
- Debt Financings
  PHOENIX MOTOR INC. incurred senior notes of up to $5.1 million aggregate principal amount with certain investors at Prime Rate plus 4.75% per annum in cash, or Prime Rate plus 7.75% per annum if i maturing 18 months after the date of issuance at each applicable closing.
  - Instrument: senior notes
  - Principal: up to $5.1 million aggregate principal amount
  - Counterparty: certain investors
  - Rate: Prime Rate plus 4.75% per annum in cash, or Prime Rate plus 7.75% per annum if i
  - Maturity: 18 months after the date of issuance at each applicable closing
  - Event: incurrence
  source text: On June 23, 2023, Phoenix Motor Inc., a Delaware corporation (the " Company "), entered into a Securities Purchase Agreement (the " SPA ") with certain investors named therein (the " Investors "), to issue and sell, subject to the satisfaction of certain closing conditions, up to $5.1 million aggregate principal amount of the Company’s unsecured senior convertible promissory notes (the " Notes ")
  evidence_url: https://www.sec.gov/Archives/edgar/data/1879848/000110465923074824/0001104659-23-074824-index.htm
- Material Agreements
  PHOENIX MOTOR INC. entered into Securities Purchase Agreement with certain investors valued at up to $5.1 million aggregate principal amount (effective 2023-06-23).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: certain investors
  - Value: up to $5.1 million aggregate principal amount
  - Effective: 2023-06-23
  source text: On June 23, 2023, Phoenix Motor Inc., a Delaware corporation (the “ Company ”), entered into a Securities Purchase Agreement (the “ SPA ”) with certain investors named therein (the “ Investors ”), to issue and sell, subject to the satisfaction of certain closing conditions, up to $5.1 million aggregate principal amount of the Company’s unsecured senior convertible promissory notes
  evidence_url: https://www.sec.gov/Archives/edgar/data/1879848/000110465923074824/0001104659-23-074824-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.