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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 21, 2025
Phoenix Motor Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-41414 | 85-4319789 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
|
1500 Lakeview Loop Anaheim, CA |
92807 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (909) 987-0815
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.0004 per share | PEV | The Nasdaq Stock Market LLC |
| ☒ | Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). |
| ☐ | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. |
Item 8.01. Other Events.
On March 21, 2025, Phoenix Motor Inc., a Delaware corporation (the “Company”), announced that it has decided to postpone its Annual Meeting of Stockholders, which was originally scheduled for 11:00 AM Pacific Time today, March 21, 2025. The Company opted to delay the meeting to a future date, which will be determined and announced in due course. The Company will provide updated information regarding the new date for the Annual Meeting and, if necessary, a new record date, as soon as it becomes available.
On March 21, 2025, the Company issued a press release announcing the postponement of the Annual Meeting of Stockholders. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release dated March 21, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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.
| Dated: March 21, 2025 | PHOENIX MOTOR INC. | |
| By: | /s/ Xiaofeng Denton Peng | |
| Name: | Xiaofeng Denton Peng | |
| Title: | Chief Executive Officer and Chairman of the Board | |
Exhibit 99.1
Phoenix Motor Inc. Announces Postponement of Annual Stockholders Meeting
ANAHEIM, CA, March 21, 2025 — Phoenix Motor Inc. (Nasdaq: PEV) (the “Company”) today announced that it has decided to postpone the Annual Meeting of Stockholders, which was originally scheduled for 11:00 AM Pacific Time today, March 21, 2025. The Company opted to delay the meeting to a future date, which will be determined and announced in due course. The Company will provide updated information regarding the new date for the Annual Meeting and, if necessary, a new record date, as soon as it becomes available.
About Phoenix Motor Inc.
Phoenix Motor, a pioneer in the electric vehicle (“EV”) industry, designs, builds, and integrates electric drive systems and manufactures heavy duty transit buses and medium and light duty commercial EVs. Phoenix operates two primary brands, “Phoenix”, which is focused on commercial products including heavy and medium duty EVs (transit buses, shuttle buses, school buses and delivery trucks, among others) and “EdisonFuture”, which intends to offer light-duty EVs. Phoenix endeavors to be a leading designer, developer and manufacturer of electric vehicles and electric vehicle technologies. To learn more, please visit: www.phoenixmotorcars.com.
Forward-Looking Statements
Certain information contained in this press release consists of forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks, uncertainties and assumptions that are difficult to predict. Words such as “will,” “would,” “may,” “intends,” “potential,” and similar expressions, or the use of future tense, identify forward-looking statements, but their absence does not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to, statements regarding the Company’s plans to announce a new date for the postponed Annual Meeting of Stockholders and the timing of related updates. These risks and uncertainties include, but are not limited to, the potential impact of the postponement of the Annual Meeting on stockholder engagement and decision-making, and the Company’s ability to provide timely updates on the rescheduled meeting and any new record date. More detailed information about the Company and the risk factors that may affect the realization of forward-looking statements is set forth in the Company’s filings with the SEC. Investors and security holders are urged to read these documents free of charge on the SEC’s web site at www.sec.gov. The forward-looking statements contained in this press release speak only as of the date of this press release and the Company undertakes no obligation to publicly update any forward-looking statements to reflect changes in information, events or circumstances after the date of this press release, unless required by law.