PHOENIX MOTOR INC. shareholders approved Approval of the 2021 Incentive Plan Amendment at the 2023-12-11 meeting.
“Stockholders approved an amendment to the terms of the Company’s 2021 Omnibus Incentive Plan (the “2021 Plan”) to provide for an additional 1,800,000 shares to be issued in connection with awards granted thereunder. The voting results were as follows: For Against Abstentions 17,564,441 382,858 1,137”
Shareholder Votes
PHOENIX MOTOR INC. shareholders approved Advisory Say-on-Pay Resolution at the 2023-12-11 meeting.
“Stockholders approved on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed in the Company’s proxy statement pursuant to Item 402 of Regulation S-K, including the compensation tables and accompanying narrative disclosure. The voting results were as follows: For Against Abstentions 17,703,726 243,218 1,492”
Shareholder Votes
PHOENIX MOTOR INC. shareholders approved Approval and Ratification of Auditors at the 2023-12-11 meeting.
“Stockholders approved and ratified the appointment of Marcum Asia CPAs, LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The voting results were as follows: For Against Abstentions 18,993,427 1,058 1,802”
Shareholder Votes
PHOENIX MOTOR INC. shareholders approved Election of five directors at the 2023-12-11 meeting.
“Stockholders elected the Company’s five nominees for director each to serve until the 2024 annual meeting of stockholders or until their respective successor is elected and qualified. The voting results were as follows: For Withheld Xiaofeng Denton Peng 17,941,921 6,515 HoongKhoeng Cheong 17,941.531 6,905 John F. Perkowski 17,944,546 3,890 Steven E. Stivers 17,940,736 7,700 Sam Van 17,939,629 8,807”
Material Agreements
PHOENIX MOTOR INC. entered into Asset Purchase Agreements with Proterra, Inc. and its subsidiary, Proterra Operating Company, Inc. valued at $10 million in cash (effective 2023-11-13).
“On November 13, 2023, Phoenix Motor Inc. (the “Company” or “Phoenix”), entered into two Asset Purchase Agreements (collectively, the “Asset Purchase Agreements”) with Proterra, Inc. and its subsidiary, Proterra Operating Company, Inc. (collectively, “Proterra”), pursuant to which Phoenix agreed to purchase substantially all of the assets of the Proterra Transit business line.”
Earnings Releases
PHOENIX MOTOR INC. reported third quarter of 2023 results: revenue $0.3 million, net income $2.7 million.
“revenues decreased 30% to $0.3 million, compared to $0.4 million in Q3 2022, as revenue decreased from both electric vehicle and forklift sales.”
Debt Financings
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.
“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.”
Material Agreements
PHOENIX MOTOR INC. entered into Second Securities Purchase Agreement with the accredited investor named therein valued at $12 million (effective 2023-11-10).
“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 ”).”
Debt Financings
PHOENIX MOTOR INC. amended convertible notes of increased to an aggregate principal amount equal to no greater than $9,666,500, and the total principal amount was incre with a certain accredited investor at original issue discount of 8.5% maturing 36 months following the date of the Original SPA.
“pursuant to the Amendment, under the SPA the "Funding Amount" was increased to an aggregate principal amount equal to no greater than $9,666,500, and the total principal amount was increased to be no greater than $10,564,481, to be reduced by the original issue discount of 8.5% and amounts previously advanced under the Original Note.”
Material Agreements
PHOENIX MOTOR INC. amended First Amendment with certain accredited investor named therein (effective 2023-10-26).
“On October 26, 2023, Phoenix Motor Inc., a Delaware corporation (the “ Company ”), entered into that certain First Amendment (the “ Amendment ”) to the Securities Purchase Agreement dated as of June 23, 2023 (the “ Original SPA ” and together with the Amendment, the “ SPA ”), with a certain accredited investor named therein”
Listing & Compliance Notices
PHOENIX MOTOR INC. received a nasdaq extension granted notice regarding minimum bid price (rules 5550(a)(2), 5810(c)(3)(A)).
“October 17, 2023, the Company received a letter from Nasdaq advising that the Company had been granted a 180-day extension to April 15, 2024 to regain compliance with the Minimum Bid Price Requirement, in accordance with Nasdaq Listing Rule 5810(c)(3)(A). If at any time before April 15, 2024, the closing bid price of the Common Stock is at least $1.00 per share for a minimum of 10 consecutive business days, the Company will regain compliance with this Nasdaq rule and this matter will be closed. The Company will continue to monitor the closing bid price of its Common Stock and may, if appropria”
Listing & Compliance Notices
PHOENIX MOTOR INC. received a nasdaq noncompliance notice notice regarding minimum bid price (rules 5450(a)(1), 5810(c)(3)(A)).
“October 16, 2023, to regain compliance with the Bid Price Rule. To regain compliance, the closing bid price of the Common Stock must have been $1.00 or more per share for a minimum of 10 consecutive business days at any time before October 16, 2023. The Company was unable to regain compliance with the Bid Price Rule by October 16, 2023. The Company has requested under the applicable Nasdaq listing rules for a second 180 calendar day compliance period through April 17, 2024. In order to be granted the second 180 day compliance period, with the exception of the minimum bid price requirement, the”
Earnings Releases
PHOENIX MOTOR INC. reported the quarter ended June 30, 2023 results: revenue $1.2 million, net income $3.2 million.
“Net revenues decreased 23% to $1.2 million, compared to $1.5 million in Q2 2022, as a significant increase in revenue from electric vehicle sales was more than offset by a decline in forklift sales.”
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.
“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 ")”
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).
“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”
Xiaofeng Peng was appointed as Chief Executive Officer at PHOENIX MOTOR INC..
“On June 6, 2023, the Board of Directors of Phoenix Motor Inc., a Delaware corporation (the “Company”), appointed its Chairman, Xiaofeng Peng to replace Dr. Lance Zhou as the Company’s Chief Executive Officer effective immediately.”
Dr. Lance Zhou departed as Chief Executive Officer at PHOENIX MOTOR INC..
“On June 6, 2023, the Board of Directors of Phoenix Motor Inc., a Delaware corporation (the “Company”), appointed its Chairman, Xiaofeng Peng to replace Dr. Lance Zhou as the Company’s Chief Executive Officer effective immediately.”
Earnings Releases
PHOENIX MOTOR INC. reported first quarter of 2023 results: revenue $1.8 million, net income net loss was $2.8 million.
“medium-duty vehicles, today reported financial and operational results for the first quarter of 2023. First Quarter 2023 Financial Highlights · Net revenues increased 165.4% to $1.8 million, compared to $0.7 million in Q1 2022, driven by a significant increase in the number of delivered EV units. · Gross profits increased 44.1% to $0.2 million, compared to $0.1”
Listing & Compliance Notices
PHOENIX MOTOR INC. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2), 5810(c)(3)(A)).
“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, an”
Earnings Releases
PHOENIX MOTOR INC. reported financial results for the quarter and year ended December 31, 2022.
“On March 29, 2023, Phoenix Motor Inc., a Delaware corporation (the “Company”), issued a press release announcing the Company’s financial results for the quarter and year ended December 31, 2022.”
Material Agreements
PHOENIX MOTOR INC. terminated Supply Agreement with Romeo Systems Inc. (effective 2022-12-15).
“On December 15, 2022, Phoenix Cars LLC, a subsidiary of Phoenix Motor Inc. (the “Company”), received a letter from Romeo Systems Inc. (”Romeo”) notifying the Company that Romeo is terminating the product supply master agreement entered into by the parties on September 8, 2020 (the “Supply Agreement”), and all purchase orders submitted under the Supply Agreement, effective immediately.”
Material Agreements
PHOENIX MOTOR INC. entered into Standby Equity Purchase Agreement with YA II PN, Ltd. (Yorkville) valued at up to $10,000,000 (effective 2022-11-22).
“On November 22, 2022, Phoenix Motor Inc. (the “Company”) entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, Ltd. (“Yorkville”). Pursuant to the SEPA, the Company shall have the right, but not the obligation, to sell to Yorkville up to $10,000,000 of its shares of common stock, par value $0.0004 per share, at the Company’s request any time during the commitment period commencing on November 22, 2022 and terminating on the earliest of (i) the first day of the month following the 36-month anniversary of the SEPA and (ii) the date on which Yorkville shall have made payment of any advances requested pursuant to the SEPA for shares of the Company’s common stock equal to the commitment amount of $10,000,000.”
Earnings Releases
PHOENIX MOTOR INC. reported the nine months ended September 30, 2022 results: revenue $2.6 million, net income $8.1 million.
“Revenues for the nine months ended September 30, 2022 were $2.6 million, an increase of 53.5% compared to the prior-year period, primarily driven by the increase in sales of electric forklifts. · Gross profit increased to $566,000 for the most recent nine-month period, compared to a loss of $156,000 for the prior-year period, due to a shift in product mix, particularly attributable to the 20.1% gross margin of electric forklifts products. · Net losses increased to $8.1 million during the nine-month period ending September 30, 2022, compared to $6.4 million in the prior-year period.”
Earnings Releases
PHOENIX MOTOR INC. reported the third quarter ended September 30, 2022 results: revenue $409,000, net income $3.9 million.
“Revenue totaled $409,000 for the third quarter, a decrease of approximately 26% compared to the prior-year period of $554,000 principally due to software-related issues and battery supply constraints that resulted in a delay in delivery of electric vehicles (“EVs”) from the third quarter into the fourth quarter of 2022 and the first quarter of 2023. · Gross profit increased to $121,000 in the third quarter of 2022, compared to a loss of $49,000 in the third quarter of 2021, primarily driven by a shift in the product mix to higher gross margin products, particularly lithium ion powered electric forklifts. · Net losses increased to $3.9 million in the third quarter of 2022, compared to a loss of $2.2 million in the prior-year period.”
Ron V. Iacobelli resigned as Chief Technology Officer at PHOENIX MOTOR INC..
“On August 4, 2022, Phoenix Motor Inc. (the “Company”) received the resignation of Mr. Ron V. Iacobelli (“Mr. Iacobelli”) as Chief Technology Officer of the Company effective August 18, 2022.”
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