PHOENIX MOTOR INC. (PEVM): debt financing — Phoenix Motor agrees $12M secured convertible note with 10% OID, floor conversion at $0.60

PHOENIX MOTOR INC.

Issued execution warrant for 1M shares at $1.30 exercise price, 6-year term; closing warrant to be issued upon note funding.
Note principal $12M, net proceeds $10.8M after 10% original-issue discount; interest Prime+4.75% (cash) or Prime+7.75% (stock).
Funding conditioned on 10-day VWAP > $1.00 and daily volume > $150,000; note matures 18 months after issuance.
Conversion price is greater of $0.60 floor or 87.5% of 7-day VWAP (capped at $0.80); prepayment allowed at 30% premium.
Company must seek stockholder approval for share issuance beyond Nasdaq limits and file resale registration within 15 days.

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.95

PHOENIX MOTOR INC. incurred convertible notes of $12 million with accredited investor at Prime Rate plus 4.75% per annum if paid in cash, or Prime Rate plus 7.75% per an maturing 18 months after the date of issuance.

Instrument: convertible notes
Principal: $12 million
Counterparty: accredited investor
Rate: Prime Rate plus 4.75% per annum if paid in cash, or Prime Rate plus 7.75% per an
Maturity: 18 months after the date of issuance
Event: incurrence

Exact text from the filing

the Company agreed to issue and sell, in a private placement, subject to the satisfaction of certain closing conditions, a $12 million of principal amount of the Company's secured senior convertible promissory note (the " Note "), having an original issue discount of 10%, which upon closing will result in a net amount of $10.8 million of being purchased by the Investor.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

PHOENIX MOTOR INC. entered into Second Securities Purchase Agreement with the accredited investor named therein valued at $12 million (effective 2023-11-10).

Action: entry
Agreement: equity purchase
Counterparty: the accredited investor named therein
Value: $12 million
Effective: 2023-11-10

Exact text from the filing

On November 10, 2023, Phoenix Motor Inc., a Delaware corporation (the “ Company ”), entered into that certain Second Securities Purchase Agreement, dated as of November 10, 2023 (the “ SPA ”), with the accredited investor named therein (the “ Investor ”).

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PHOENIX MOTOR INC. filing history →

Source: SEC EDGAR

accession 0001104659-23-116479

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