Current Report Filing (8-k)
August 12 2022 - 4:08PM
Edgar (US Regulatory)
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2022-08-12
2022-08-12
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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):
August 12, 2022
LMP Automotive Holdings, Inc. |
(Exact name of registrant as specified in its charter) |
Delaware |
|
333-236260 |
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82-3829328 |
(State or other jurisdiction |
|
(Commission File Number) |
|
(I.R.S. Employer |
of incorporation) |
|
|
|
Identification No.) |
500 East Broward Blvd., Suite 1900, Ft. Lauderdale, Florida |
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33394 |
(Address of principal executive offices) |
|
(Zip Code) |
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 |
|
Trading Symbol(s) |
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Name of each exchange on which registered |
Common Stock, $0.0001 par value per share |
|
LMPX |
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NASDAQ Capital Market |
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) |
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☐ |
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 3.01 Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
As previously reported, on
May 19, 2022, LMP Automotive Holdings, Inc. (the “Company”) received a notice (the “Notice”) from the Nasdaq
Listing Qualifications staff of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, as a result of not having timely
filed its Annual Report on Form 10-K for the year ended December 31, 2021 and the Quarterly Report on Form 10-Q for the period ended
March 31, 2022 the Company remains in non-compliance with Nasdaq Listing Rule 5250(c)(1), which requires timely filing of all
required periodic financial reports with the Securities and Exchange Commission. The Company announced today that in connection with
the previously announced sale of substantially all of its assets, it has notified Nasdaq of the Company’s intent to
voluntarily delist its common stock from the Nasdaq Capital Market. The Company expects to file a Form 25 with the Securities and
Exchange Commission to effect the voluntary delisting of the common stock under Section 12(b) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”) on or about August 15, 2022, and that the delisting will be effective on or about
August 25, 2022 – ten days after the filing of the Form 25. Following delisting, the
Company expects its common stock to trade on the OTC Pink Market tier. Following delisting, in order to curtail expenses, the
Company intends in the future to deregister its common stock and suspend its reporting obligations under the Exchange
Act.
On August 15, 2022 the Company
issued a press release regarding its voluntary delisting, a copy of which is attached as an Exhibit to this Current Report.
Item 9.01 Financial Statements and Exhibits.
Pursuant to the rules and
regulations of the SEC, the Company has filed the press release as Exhibit 99.1 to this Current Report on Form 8-K.
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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August 12, 2022 |
By: |
/s/ Sam Tawfik |
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Name: |
Sam Tawfik |
|
Title: |
President and Chief Executive Officer |
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