Current Report Filing (8-k)
February 13 2020 - 4:20PM
Edgar (US Regulatory)
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):
February 11, 2020
LMP Automotive Holdings, Inc.
(Exact name of registrant as specified
in its charter)
Delaware
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333-236260
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82-3829328
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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601 N. State Road 7, Plantation, Florida
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33317
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (954) 895-0352
N/A
Former name or former address, if changed
since last report
Securities registered or to be registered pursuant to Section
12(b) of the Act.
Title of each class
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Trading Symbol(s)
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Name of each exchange on
which registered
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Common Stock, $0.0001 par value per share
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LMPX
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NASDAQ Capital Market
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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 (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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).
Emerging growth company ☒
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 1.01 Entry into a Material Definitive Agreement
Underwriting Agreement
On February 11,
2020, LMP Automotive Holdings, Inc. (the “Company”) entered into an underwriting agreement (the
“Underwriting Agreement”) with ThinkEquity, a division of Fordham Financial Management, Inc., (the
“Representative”) as representative of the underwriters set forth on Schedule 1 thereto (collectively, the
“Underwriters”), relating to the Company’s public offering (the “Offering”) of
its common stock, par value $0.00001 per share (the “Common Stock”). Under the Underwriting Agreement, the
Company agreed to sell 1,200,000 shares of Common Stock to the Underwriters, and also agreed to grant the Underwriters’
a 45-day over-allotment option to purchase an additional 180,000 shares of Common Stock, at a purchase price per share of
$14.88 (the offering price to the public of $16.00 per share minus the underwriters’ discount), pursuant to the
Company’s registration statement on Form S-1 (File No. 333-236260) (the “Registration Statement”),
under the Securities Act of 1933, as amended (the “Securities Act”).
The Underwriting Agreement
includes customary representations, warranties and covenants by the Company. It also provides that the Company will indemnify the
Underwriters against certain liabilities, including liabilities under the Securities Act, or contribute to payments the Underwriters
may be required to make because of any of those liabilities.
Certain of the Underwriters
and their respective affiliates have, from time to time, performed, and may in the future perform, various investment banking services
for the Company for which they received or will receive customary fees and expenses.
The closing of the
Offering occurred on February 13, 2020.
The foregoing summary
of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy
of which is attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Representative’s
Warrant Agreement
On February 13, 2020,
pursuant to the Underwriting Agreement, the Company entered into a representative’s warrant agreement (the “Representative’s
Warrant Agreement”) with certain affiliates of the Representative. Pursuant to the Representative’s Warrant Agreement,
the Company provided certain affiliates of the Representative with a warrant to purchase 36,000 shares of Common Stock in the aggregate.
Such warrant may be exercised beginning on the date that is 180 days after the date on which the Registration Statement became
effective until the date that is five years after the date on which the Registration Statement became effective. The initial exercise
price of the Representative’s Warrant Agreement is $20.00 per share.
The foregoing summary
of the Representative’s Warrant Agreement is qualified in its entirety by reference to the full text of the Representative’s
Warrant Agreement, a copy of which is attached as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits
Exhibit No.
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Description
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1.1
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Underwriting Agreement, dated February 11, 2020, by and between LMP Automotive Holdings, Inc. and ThinkEquity, a division of Fordham Financial Management, Inc. (as representative of the underwriters named therein).
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4.1*
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Representative’s Warrant Agreement, dated February 13, 2020, by and between LMP Automotive Holdings, Inc. and Fordham Financial Management, Inc.
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99.1*
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Schedule I
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*
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The Representative’s Warrants issued by the Company
to each of the entities and individuals set forth on Exhibit 99.1, all of whom are affiliates of the Representative, are substantially
identical in all material respects to the Representative’s Warrant issued to Fordham Financial Management, Inc. and filed
as an exhibit hereto, except as to the recipient of such warrants and the number of shares of Common Stock issuable upon exercise
of such warrants. Pursuant to Instruction 2 to Item 601 of Regulation S-K, we have omitted filing copies of such warrants as exhibits
to this Current Report on Form 8-K and have filed a schedule as Exhibit 99.1 hereto identifying the other warrants omitted and
setting forth the material details in which such warrants differ from the warrant filed herewith.
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SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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LMP AUTOMOTIVE HOLDINGS, INC.
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February 13, 2020
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By:
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/s/ Sam Tawfik
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Name:
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Sam Tawfik
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Title:
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President and Chief Executive Officer
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2
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