Phoenix Motor Sells 1M Shares, Warrants for $750K in Private Placement

TL;DR

**Phoenix Motor just raised $750K in a private placement, but watch out for dilution from new shares and warrants.**

AI Summary

Phoenix Motor Inc. entered into a securities purchase agreement on December 29, 2023, to sell 1,000,000 shares of its common stock at $0.75 per share, along with warrants to purchase an additional 1,000,000 shares at an exercise price of $0.75 per share, to an institutional investor. This private placement is expected to generate $750,000 in gross proceeds for the company, which is crucial for its operations and future growth, but it also dilutes existing shareholders' ownership.

Why It Matters

This capital infusion provides Phoenix Motor with much-needed funds for its operations, but the issuance of new shares and warrants will dilute the ownership stake of current shareholders.

Risk Assessment

Risk Level: medium — The capital raise is positive for liquidity, but the significant dilution from new shares and warrants poses a risk to existing shareholders' value.

Analyst Insight

A smart investor would weigh the immediate capital injection against the potential for dilution. Monitoring how the company utilizes these funds and its future financial performance will be key. Consider the impact of additional shares if warrants are exercised.

Key Numbers

• $0.75 — Per Share Price (The price at which common stock was sold and warrants can be exercised.)
• 1,000,000 — Shares Sold (The number of common shares sold in the private placement.)
• 1,000,000 — Warrants Issued (The number of warrants issued, each exercisable for one common share.)
• $750,000 — Gross Proceeds (The total amount of money Phoenix Motor expects to receive from the sale of shares.)

Key Players & Entities

• Phoenix Motor Inc. (company) — the registrant selling securities
• institutional investor (person) — the buyer of the securities
• $0.75 (dollar_amount) — per share purchase price and warrant exercise price
• 1,000,000 (dollar_amount) — number of common shares sold and warrants issued
• December 29, 2023 (dollar_amount) — date of the securities purchase agreement

Forward-Looking Statements

• Phoenix Motor Inc. will use the proceeds to fund ongoing operations and potentially new product development. (Phoenix Motor Inc.) — medium confidence, target: 2024-12-31
• The stock price of PEV may experience short-term volatility due to the dilution effect of the new shares and warrants. (PEV) — medium confidence, target: 2024-03-31

FAQ

Key Financial Figures

• $0.0004 — h registered Common Stock, par value $0.0004 per share PEV NASDAQ Capital Market
• $952,606 — t the outstanding payment due to IAT of $952,606 shall be settled by the Company issuing
• $0.004 — Shares") of the Company's common stock, $0.004 par value (the "Common Stock") to IAT p
• $1.24 — ggregate purchase price of $952,606, or $1.24 per share. The foregoing summary of th
• $317,906 — t the outstanding payment due to UAE of $317,906 shall be settled by the Company issuing
• $420,500 — nt, the Company, EF and UAE agreed that $420,500 of the payment due to UAE shall be sett

Filing Documents

• tm241850d1_8k.htm (8-K) — 37KB
• tm241850d1_ex10-1.htm (EX-10.1) — 15KB
• tm241850d1_ex10-2.htm (EX-10.2) — 57KB
• tm241850d1_ex10-3.htm (EX-10.3) — 126KB
• tm241850d1_ex10-4.htm (EX-10.4) — 53KB
• tm241850d1_ex10-5.htm (EX-10.5) — 70KB
• tm241850d1_ex10-6.htm (EX-10.6) — 61KB
• 0001104659-24-001172.txt ( ) — 664KB
• pev-20231229.xsd (EX-101.SCH) — 3KB
• pev-20231229_lab.xml (EX-101.LAB) — 33KB
• pev-20231229_pre.xml (EX-101.PRE) — 22KB
• tm241850d1_8k_htm.xml (XML) — 3KB

01 Entry Into a Material Definitive

Item 1.01 Entry Into a Material Definitive Agreement On December 29, 2023, Phoenix Motor Inc. ("Phoenix" or the "Company") entered into several agreements with its vendors to settle performance and payment obligations. IAT Agreements The Company, and its wholly-owned subsidiary, EdisonFuture Motor Inc. ("EF"), entered into a settlement agreement (the "IAT Settlement Agreement") with IAT Automobile Design LLC, a California limited liability company ("IAT"), with respect to the previous contract between the Company, EF and IAT for the design of certain electric vehicles (the Model Development Agreement") and disputes between the Company, EF and IAT with respect to the performance by IAT and the payment by the Company and EF for services thereunder. IAT Settlement Agreement Pursuant to the IAT Settlement Agreement, the parties have agreed to settle and resolve any and all disputes between the parties, including without limitation disputes arising out of or relating to the Model Development Agreement, as amended. The Company, EF and IAT agree that the outstanding payment due to IAT of $952,606 shall be settled by the Company issuing shares ("Shares") of the Company's common stock, $0.004 par value (the "Common Stock") to IAT pursuant to a separate purchase agreement. After completion of the Share issuance and transfer, IAT shall provide all deliverables under the Model Development Agreement and its amendments, as adjusted by the agreements with IAT referred to herein. Upon IAT's completion of all deliverables as adjusted by the agreements with IAT referred to herein, EF and the Company agree to release and discharge IAT from any and all claims, demands, actions, causes of action, suits, and liabilities, known or unknown, arising out of or related to the Model Development Agreement and its amendments. Upon completion of the Share issuance and transfer, IAT agrees to release and discharge the Company and EF from any and all claims, demands, actions, causes of ac

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The disclosure regarding the Shares of Common Stock to be offered and issued under the IAT Purchase Agreement, the First UAE Purchase Agreement and the Second UAE Purchase Agreement as set forth under Item 1.01 of this report is incorporated by reference under this Item 3.02. The Shares described above under Item 1.01 have not been registered and are being offered and issued in reliance upon an exemption from the registration requirements under Section 4(a)(2) under the Securities Act of 1933, as amended ("Securities Act").

Financial Statements and Exhibits

Financial Statements and Exhibits (d) Exhibits: Exhibit No. Description 10.1 Settlement Agreement with IAT Automobile Design LLC, dated December 29, 2023 10.2 Purchase Agreement with IAT Automobile Design LLC, dated December 29, 2023 10.3 First Service Agreement with Ultimate Automotive Engineering Inc, dated December 29, 2023 10.4 First Purchase Agreement with Ultimate Automotive Engineering Inc, dated December 29, 2023 10.5 Second Service Agreement with Ultimate Automotive Engineering Inc, dated December 29, 2023 10.6 Second Purchase Agreement with Ultimate Automotive Engineering Inc, dated December 29, 2023 3 SIGNATURE 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: January 4, 2024 By: /s/ Chris Wang Name: Chris Wang Title: Chief Financial Officer 4

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View this 8-K filing on SEC EDGAR