8-K/A

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K/A

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 14, 2025

PhoenixMotor Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-41414	85-4319789
(State<br> or other jurisdiction of<br><br> <br>incorporation)	(Commission<br><br> <br>File<br> Number)	(I.R.S.<br> Employer<br><br> <br>Identification<br> No.)
1500 Lakeview Loop<br><br> <br>Anaheim, CA	92807
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(Address<br> of Principal Executive Offices)	(Zip<br> 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<br> communications pursuant to Rule 425 under the Securities Act
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act
☐	Pre-commencement<br> 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<br> Stock, par value $0.0004 per share	PEV	The<br> Nasdaq Stock Market LLC
☒	Indicate<br> by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405<br> of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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☐	If<br> an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying<br> with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

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EXPLANATORY

NOTE

This Current Report on Form 8-K/A is being filed by Phoenix Motor Inc., a Delaware corporation (the “Company”), to amend the Current Report on Form 8-K the Company filed with the Securities and Exchange Commission on March 21, 2025 (the “Original Report”) to provide an amendment to the Loan Agreement and the Initial Note to correct an inadvertent error. Except as provided herein, the disclosures made in the Original Report remain unchanged.

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Item1.01 Entry into a Material Definitive Agreement.

As previously reported, on March 14, 2025, the Company entered into a loan agreement (the “Loan Agreement”) with J.J. Astor & Co. (the “Lender”) pursuant to which the Lender agreed to loan the Company the sum of up to $6,000,000, in two tranches of $4,000,000 and $2,000,000, in consideration for a senior secured convertible promissory note in the original principal amount of $5,300,000 (the “Initial Note”), and if the second tranche of $2,000,000 is requested by the Company and funded by the Lender, an additional senior secured convertible promissory note in the original principal amount of $2,650,000 (the “Additional Note,” and together with the Initial Note, the “Notes”).

On April 2, 2025, the Company and the Lender entered into an Amendment to the Loan Agreement and Initial Note (the “Amendment”) to correct an inadvertent error. The Amendment provides, among other things, that upon an event of default, the conversion price of the Notes will be 80% of the average of the four lowest VWAP over the 20 trading days prior to conversion.

The foregoing summary of the Amendment does not purport to be complete and is qualified in their entirety by reference to a copy of the Amendment filed herewith as Exhibit 10.1.

Item9.01. Financial Statements and Exhibits.

Exhibit No.	Description
10.1	Amendment to the Loan Agreement and Initial Note, dated April 2, 2025, by and between Phoenix Motor Inc. and J.J. Astor & Co.
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document)

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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:<br> April 3, 2025	PHOENIX MOTOR INC.
	By:	/s/ Xiaofeng Denton Peng
	Name:	Xiaofeng<br> Denton Peng
	Title:	Chief<br> Executive Officer and Chairman of the Board

Exhibit10.1

Amendmentto the Loan Agreement and Initial Note

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This amendment to the Loan Agreement dated on March 14, 2025 (“Loan Agreement”) between:

(1)	Phoenix Motor Inc., a Delaware corporation (the “Company”); and
(2)	J.J. Astor & Co., a Utah corporation (including its successors and assigns, the “Lender”).<br> is made on this 2nd day of April, 2025 (the “Addendum”).

This Amendment forms a part of the original Loan Agreement which is incorporated herein by this reference. All capitalized terms used in this Amendment shall have the same meaning as they are defined in the Loan Agreement.

THE PARTIES HEREBY AGREE AS FOLLOWS:

Effective from the date of the Addendum,

(1)	The<br> second paragraph of clause (iv) under the definition of “Conversion Price” in<br> Article 1, Section 1.01 of the Loan Agreement, is hereby deleted and such second paragraph<br> shall be amended to read as follows:
	Notwithstanding<br> the foregoing, in the event of acceleration of either or both of the Notes, as a result of<br> the occurrence and during the continuation of an uncured Event of Default the Conversion<br> Price shall adjusted to be 80% of the average of the four lowest VWAPS over the 20<br> trading days prior to each conversion (the “Event of Default Conversion Price”).<br> In addition, in the event that the Event of Default Conversion Price shall be greater than the closing price of the Common Stock as traded on Nasdaq or other applicable<br> Trading Market on the date that the Lender shall send a conversion notice the Company<br> shall issue to the Lender additional immediately salable Make Whole Shares so that the total<br> number of Conversion Shares shall be based on the Event of Default Conversion Price.
(2)	In<br> addition to the foregoing amendment to the Loan Agreement, the introductory first and second<br> paragraphs of the “Initial Note” constituting Exhibit A-1 to the Loan<br> Agreement shall be amended to read as follows:

Amendedand Restated Senior Secured Note

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THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY THIS SECURITY.

Original<br> Issue Date: March 14, 2025	Funding<br> Amount	$4,000,000
Final<br> Maturity Date: March 13, 2026	Original<br> Principal Amount:	$5,300,000

PHOENIX MOTOR INC.

AMENDED AND RESTATED SENIOR SECURED NOTE

THIS AMENDED AND RESTATED SENIOR SECURED NOTE is a duly authorized and validly issued promissory note of Phoenix Motor Inc. a Delaware corporation (the “Company”), designated as its senior secured note (the “Note”).

FOR VALUE RECEIVED, the Company promises to pay to J.J. Astor & Co., (the “Lender”) or any other subsequent holder of this Note (together with the Lender, the “Holder”), the Original Principal Amount of this Note as set forth above (the “Original Principal Amount”) in twenty-six (26) installments of $203,846.16 each, payable every other week (the “Bi-Weekly Installments”) commencing on March 28, 2025 and thereafter on Friday of every other week until the Final Maturity Date as set forth above, or such earlier date as this Note is required or permitted to be repaid as provided hereunder (as the case may be, the “Maturity Date”). This Note is subject to the following additional provisions:

(3)	Except<br> as expressly set forth herein, all terms and conditions of the Loan Agreement and the<br> Initial Note (attached as Exhibit A-1 to the Loan Agreement) shall remain in full<br> force and effect without modification.

SIGNATURESON FOLLOWING PAGE

IN WITNESS whereof this Amendment to the Loan Agreement has been entered into and delivered as a deed on the day and year first written above.

Company:
PHOENIX MOTOR INC.
By:	/s/<br> Xiaofeng Peng
Name:	Xiaofeng<br> Peng
Title:	Chief<br> Executive Officer
Lendor:
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J.J. ASTOR & CO.
By:	/s/<br> Michael Pope
Name:	Michael<br> Pope
Title:	Chief<br> Executive Officer