8-K
PHOENIX MOTOR INC. (PEVM)
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
October25, 2022
Date of Report (Date of earliest event reported)
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<br><br> <br>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 | NASDAQ Capital Market |
| x | 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 October 27**,** 2022, Phoenix Motor Inc. (the “Company”) issued a press release announcing the that the Company and Pegasus Specialty Vehicles entered into a partnership to develop Type A electric school buses. A copy of the press release is attached as Exhibit 99.1 hereto.
Also, on October 28, 2022, the Company issued a press release announcing that it has further strengthened its senior management team by adding Dr. Frank Lee and Dr. Bo Yang. Acopy of the press release is attached as Exhibit 9.2 hereto.
Exhibit 99.1 and exhibit 99.2 are being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.
Item 9.01 Financial Statements and Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release dated October 27, 2022 |
| 99.2 | Press Release dated October 28, 2022 |
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: October 28, 2022 | ||
| By: | /s/ Chris Wang | |
| Name: Chris Wang | ||
| Title: Chief Financial Officer |
Exhibit 99.1
Phoenix Motorcars and Pegasus Specialty VehiclesEnter Partnership to Develop Type A Electric School Buses
Agreement targets at least 300 school busesover the next three years
Anaheim, California (October 27, 2022) – Phoenix Motor Inc. (Nasdaq: PEV) (“Company” or “Phoenix”), a leader in manufacturing of all-electric, medium-duty vehicles, and Pegasus Specialty Vehicles, today announced the formation of a strategic partnership to jointly develop Type A electric school buses, targeted for the North American market.
The agreement targets a minimum of 300 Type A school buses to be built within the next three years, with Phoenix being responsible for providing the electric drivetrain chassis and Pegasus for providing the final vehicle assembly including the body and cab. Phoenix and Pegasus will launch commercial sales & marketing activities promoting Phoenix-electrified Pegasus Orion Type A School Buses across the United States market.
“We are delighted to have formed this partnership with a company of Pegasus’ caliber to support the execution of Phoenix’s next stage of growth,” Dr. Lance Zhou, Phoenix Motorcars CEO, commented. “Our collaboration with Pegasus is another component of our “asset light” business model, enabling us to bring our Gen 4 vehicles to market in an efficient, cost-effective manner, while exceeding the highest standards of quality. We should see increasing demand for school bus electrification in the years ahead as the adoption of zero emission buses continues to grow.”
“When we started Pegasus, our goal was to be able to offer multiple EV options for our dealers and customers. By partnering with Phoenix Motorcars, we are able to offer the reliable Ford E-series platform with a state-of-the-art EV drive system. We couldn’t be happier with the relationship with the Phoenix team and we look forward to being able to round out our EV solutions for our dealers.” said Brian Barrington, President of Pegasus Specialty Vehicles.
About Phoenix Motor Inc.
Phoenix Motor Inc., a pioneer in the electric vehicle (“EV”) industry, designs, builds, and integrates electric drive systems and light and medium duty EVs and sells electric forklifts and electric vehicle chargers for the commercial and residential markets. Phoenix operates two primary brands, “Phoenix Motorcars”, which is focused on commercial products including medium duty EVs (shuttle buses, school buses, municipal transit vehicles and delivery trucks, among others), electric vehicle chargers and electric forklifts, 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. For more information, please visit: www.phoenixmotorcars.com and www.edisonfuture.com.
About Pegasus Specialty Vehicles
Pegasus Bus Company is spearheaded by industry-proven leadership, experienced as reputable expert innovators in the school transportation and manufacturing industries. Its management team brings a culture of creativity, flexibility, effectiveness, efficiency and teamwork to producing competitively priced modern school and shuttle buses that address market needs that have been ignored by existing bus manufacturers. Located in West Central Ohio Pegasus is positioned to be able to service the entire U.S. and Canada from one location. The company provides buses for both school and transit bus industries. Pegasus Bus leadership is well recognized by bus dealers, school bus contractors, school district transportation operators, and decision-makers who have expressed dissatisfaction with current products that do not provide the features these buyers need and want. Learn more at www.ridepegasus.net,
Forward-Looking Statement
This press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. When the Company uses words such as “may,” “will,” “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate” or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. Forward-looking statements are no guarantee of future performance and involve risks and uncertainties that may cause the actual results to differ materially from the Company’s expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the following: the Company’s ability to convert concept trucks and vans into production and sales; the Company’s product development timeline and expected start of production; development of competitive trucks and vans manufactured and sold by the Company’s competitors and major industry vehicle companies; the Company’s ability to scale in a cost-effective manner; the Company’s future capital requirements and sources and uses of cash; the Company’s ability to obtain funding for its future operations; the Company’s financial and business performance; changes in the Company’s strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans; the implementation, market acceptance and success of its business model; expectations regarding the Company’s ability to obtain and maintain intellectual property protection and not infringe on the rights of others; and other risks contained in the Offering prospectus and reports filed by the Company with the SEC. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company’s filings with the SEC, including those set forth in the Risk Factors section of the Company's registration statement and Offering prospectus, which are available for review at www.sec.gov. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.
Investor Relations Contacts:
Mark Hastings, SVP & Head of Investor Relations
Sioban Hickie, ICR Inc.
PhoenixIR@icrinc.com
Exhibit 99.2
Phoenix Motorcars Further Strengthens Its SeniorManagement Team by Adding Dr. Frank Lee and Dr. Bo Yang
Anaheim,California (October 28, 2022) – Phoenix Motor Inc. (Nasdaq: PEV) (“Company” or “Phoenix”), a leader in manufacturing all-electric, medium-duty vehicles, today announced the appointments of Dr. Frank Lee as Vice President of Engineering, and Dr. Bo Yang as Vice President of Fuel Cell Business.
In commenting on the appointments, Dr. Lance Zhou, CEO of Phoenix Motor Inc. said, “We are excited to add such experienced veterans to the team. Frank brings a wealth of knowledge of the EV development process. Bo will utilize his vast experience in fuel cells and zero-emission, heavy duty trucks and buses to develop and monetize our fuel cell assets.”
Chris Wang, CFO of Phoenix Motor commented, “The additions of Frank and Bo will add depth to our strong management team as we execute on our global growth strategy and will help guide Phoenix’s trajectory in the rapidly-evolving zero-emission vehicle revolution.”
Dr. Frank Lee brings over 30 years of experience in vehicle development, with expertise in auto body structure, power train integration (EV, EREV, PHEV & ICE) and vehicle integration, as well as vehicle product strategy and product development systems. Dr. Lee most recently served as Vice President of Vehicle Integration at Karma Automotive, an Irvine, CA based EV manufacturer. Previously Dr. Lee has held senior leadership positions including Chief Engineer for BYD Auto, Deputy General Manager for Beiben Trucks, VP and Senior Chief Engineer for Geely Holding Group, as well as Senior Technique Leadership positions in General Motors and Ford Motor Company. Dr. Lee earned his Ph.D. In Engineering Mechanics from Ohio State University, in Columbus, Ohio, and his MA in Mechanics and BS in Mechanics from the Huazhong University of Science and Technology.
Dr. Bo Yang brings 21 years of experience, primarily in fuel cell power systems and zero-emission heavy duty trucks and buses. Dr. Yang most recently served as Air Resources Engineer for the California Air Resources Board, working on numerous zero-emission regulation and deployment projects. Previously, Dr. Yang spent ten years as Senior Product and Process Engineer for Altergy Systems, a fuel cell engineering and manufacturing company, in Folsom, CA. Bo’s early experience was as Research Scientist/Director at Hoku Scientific in Hawaii. Dr. Yang earned his Ph.D. in Materials Science and Engineering from the University of Texas at Austin, his MS in Inorganic Materials and BS in Materials Science and Engineering from Zhejiang University in China.
About Phoenix Motor Inc.
Phoenix Motor Inc., a pioneer in the electric vehicle (“EV”) industry, designs, builds, and integrates electric drive systems and light and medium duty EVs and sells electric forklifts and electric vehicle chargers for the commercial and residential markets. Phoenix operates two primary brands, “Phoenix Motorcars”, which is focused on commercial products including medium duty EVs (shuttle buses, school buses, municipal transit vehicles and delivery trucks, among others), electric vehicle chargers and electric forklifts, 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. For more information, please visit: www.phoenixmotorcars.com and www.edisonfuture.com.
Forward-Looking Statements
This press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. When the Company uses words such as “may,” “will,” “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate” or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. Forward-looking statements are no guarantee of future performance and involve risks and uncertainties that may cause the actual results to differ materially from the Company’s expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the following: the Company’s ability to convert concept trucks and vans into production and sales; the Company’s product development timeline and expected start of production; development of competitive trucks and vans manufactured and sold by the Company’s competitors and major industry vehicle companies; the Company’s ability to scale in a cost-effective manner; the Company’s future capital requirements and sources and uses of cash; the Company’s ability to obtain funding for its future operations; the Company’s financial and business performance; changes in the Company’s strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans; the implementation, market acceptance and success of its business model; expectations regarding the Company’s ability to obtain and maintain intellectual property protection and not infringe on the rights of others; and other risks contained in the Offering prospectus and reports filed by the Company with the SEC. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company’s filings with the SEC, including those set forth in the Risk Factors section of the Company's registration statement and Offering prospectus, which are available for review at www.sec.gov. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.
Investor Relations Contacts:
Mark Hastings, SVP & Head of Investor Relations
Sioban Hickie, ICR Inc.
PhoenixIR@icrinc.com