Item 1.01 Entry into a Definitive Material Agreement.
On August 28, 2020, LMP Automotive
Holdings, Inc., a Delaware corporation (the “Company”), entered into an asset purchase agreement (the “WV
APA”) with Beckley Buick-GMC Auto Mall, Inc., a West Virginia corporation (“BBGAM”), King Coal Chevrolet
Co., a West Virginia corporation (“KCC”) and Hometown Preowned Vehicles, Inc., a West Virginia corporation
(“HPV” and, together with BBGAM and KCC, the “WV Sellers”), to acquire an 85% interest in certain of
the WV Sellers’ assets related to the ownership and operation of certain new and used Buick, GMC, Chevrolet, Hyundai,
Kia and Subaru motor vehicle dealerships located in West Virginia (the “WV Dealerships”). In exchange for the
acquisition of such assets, the Company will pay to the WV Sellers an aggregate amount of approximately $12,000,000. The
acquisition is subject to certain customary conditions, in addition to the approval of General Motors LLC (“GM”),
Kia Motors of America, Inc., Subaru of America, Inc. and Hyundai Motor America, LLC (collectively, the
“Manufacturers”) of the Company as an authorized motor vehicle dealer in the Manufacturers’ products.
In connection with the WV APA, a subsidiary of the Company,
601 NSR, LLC, a Delaware limited liability company (“601 NSR”) and E&W, LLC, a West Virginia limited liability
company (“E&W”), also entered into a real estate purchase agreement (the “E&W REPA”), pursuant
to which 601 NSR agreed to acquire the real property, buildings and site improvements located at 1508 E. Main Street, Oak Hill,
West Virginia 25901 (the “E&W Property”) in exchange for the fair market value of the E&W Property, as determined
by an appraisal.
601 NSR also entered into a real estate purchase agreement (the
“MEG REPA” and, together with the E&W REPA, the “WV REPAs”) with The Meg Rental Corporation, a West
Virginia corporation (“MEG”), pursuant to which 601 NSR agreed to acquire the real property, buildings and site improvements
located at 3934 Robert C. Byrd Drive, Beckley, West Virginia 25801 (the “MEG Property”) in exchange for the fair market
value of the MEG Property, as determined by an appraisal. The transactions contemplated by the WV APA and WV REPAs are expected
to close on or before December 31, 2020.
On August 28, 2020, the Company entered into an asset purchase
agreement (the “TN APA”) with Bachman-Bernard Chevrolet-Buick-GMC-Cadillac, Inc., a Tennessee corporation (the “TN
Seller”), Philip M. Bachman, Jr., an individual resident of Tennessee (“Bachman”), and Myron Bernard (“Bernard”
and, together with Bachman, the “Shareholders”), an individual resident of Tennessee, to acquire certain of the TN
Seller’s assets related to the ownership and operation of a franchised motor vehicle dealership located at 3365 East Andrew
Johnson Highway, Greenville, Tennessee 37745 (the “TN Dealership”). In exchange for the acquisition of such assets,
the Company will pay to the TN Seller and the Shareholders an aggregate amount of approximately $2,500,000. The acquisition is
subject to certain customary conditions, in addition to the approval by GM of the Company as an authorized motor vehicle dealer
of GM’s products.
In connection with the TN APA, 601 NSR and the Shareholders
also entered into a real estate purchase agreement (the “TN REPA”), pursuant to which 601 NSR agreed to acquire the
real property, buildings and site improvements located at the TN Dealership (the “TN Property”) in exchange for $5,400,000.
The transactions contemplated by the TN APA and TN REPA are expected to close on or before December 31, 2020.
The WV APA, WV REPAs, TN APA and TN REPA are attached to this
Current Report on Form 8-K as Exhibit 10.1, 10.2, 10.3, 10.4 and 10.5, respectively, and are incorporated herein by reference.
The foregoing descriptions of the WV APA, WV REPAs, TN APA and TN REPA and the transactions contemplated thereby are not complete
and are qualified in their entirety by the contents of the WV APA,WV REPAs, TN APA and TN REPA, respectively.
A copy of the press release announcing the transactions contemplated
by the WV APA,WV REPAs, TN APA and TN REPA, is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.