Phoenix Motor Sells Unregistered Equity Securities

TL;DR

**Phoenix Motor just sold more shares, likely diluting existing investors.**

AI Summary

Phoenix Motor Inc. (PEV) entered into a material definitive agreement on January 25, 2024, involving the unregistered sale of equity securities. This filing indicates the company is raising capital, likely through a private placement, which could dilute existing shareholders' ownership. For current or prospective investors, this matters because an increase in outstanding shares can reduce the value of each individual share, potentially impacting stock price.

Why It Matters

This capital raise could dilute existing shareholders, potentially impacting the stock price and the value of their investment.

Risk Assessment

Risk Level: medium — The unregistered sale of equity securities often leads to dilution for existing shareholders, which can negatively impact stock value.

Analyst Insight

Investors should monitor for further details on the terms of the equity sale, including the number of shares issued and the price, to assess the full extent of potential dilution and its impact on the stock.

Key Players & Entities

• Phoenix Motor Inc. (company) — the registrant selling equity securities
• PEV (company) — trading symbol for Phoenix Motor Inc.
• NASDAQ Capital Market (company) — exchange where PEV common stock is registered
• January 25, 2024 (date) — date of the earliest event reported in the filing

FAQ

Key Financial Figures

• $0.0004 — ch registered Common Stock, par value $0.0004 per share PEV NASDAQ Capital Market
• $1.13 — Common Stock ") at a purchase price of $1.13 per share, and a Common Stock purchase
• $678,000, b — the Private Placement of approximately $678,000, before deducting offering expenses payabl

Filing Documents

• tm244729d1_8k.htm (8-K) — 30KB
• tm244729d1_ex4-1.htm (EX-4.1) — 76KB
• tm244729d1_ex10-1.htm (EX-10.1) — 68KB
• 0001104659-24-008889.txt ( ) — 376KB
• pev-20240125.xsd (EX-101.SCH) — 3KB
• pev-20240125_lab.xml (EX-101.LAB) — 33KB
• pev-20240125_pre.xml (EX-101.PRE) — 22KB
• tm244729d1_8k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive

Item 1.01. Entry into a Material Definitive Agreement. Securities Purchase Agreement On January 4, 2024, Phoenix Motor Inc., a Delaware corporation (the " Company "), entered into a Securities Purchase Agreement (the " Securities Purchase Agreement ") with an accredited investor (the " Purchaser " ), relating to a private placement (the " Private Placement ") by the Company pursuant to which the Company issued 600,000 shares (the " Shares ") of the Company's common stock (the " Common Stock ") at a purchase price of $1.13 per share, and a Common Stock purchase warrant (the " Warrant ") to purchase up to 600,000 shares of Common Stock, exercisable at $1.13 per share (the " Warrant Shares " and, together with the Warrants and the Shares, the " Securities "). The Warrant is immediately exercisable, in whole or in part, for a term of one year following issuance and may be exercised on a cashless basis if a registration upon exercise of the Warrant are subject to adjustment upon the occurrence of certain events, such as stock splits, stock dividends, split-ups, recapitalizations, reclassifications or the like. The Private Placement closed on January 25, 2024 and the Company received gross proceeds from the Private Placement of approximately $678,000, before deducting offering expenses payable by the Company. The Company expects to use the proceeds from the Private Placement to fund working capital and other general corporate purposes. The foregoing descriptions of the Securities Purchase Agreement and the Warrant do not purport to describe all of the terms and provisions thereof and are qualified in their entirety by reference to the form of Securities Purchase Agreement and the form of Warrant which are filed as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. As described more fully in Item 1.01 above, the Securities are not registered under the Securities Act of 1933, as amended (the " Securities Act "), and are being offered and sold in a private placement pursuant to an exemption from the registration requirements of Section 5 of the Securities Act contained in Section 4(a)(2) thereof and/or Regulation D thereunder.

01. Financial Statement

Item 9.01. Financial Statement and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Form of Warrant dated January 25, 2024 10.1*^ Securities Purchase Agreement dated January 4, 2024 between Phoenix Motor Inc. and the Purchaser. * Portions of this exhibit have been redacted in accordance with Item 601(b)(10) of Regulation S-K. The omitted information is not material and is the type that the registrant treats as private or confidential. ^ Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. 2 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 31, 2024 By: /s/ Chris Wang Name: Chris Wang Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR