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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): October 18, 2023
LORDSTOWN MOTORS CORP.
(Exact name of registrant as specified in its
charter)
Delaware |
001-38821 |
83-2533239 |
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
2300 Hallock Young Road
Lordstown, Ohio 44481
(Address of principal executive offices,
including zip code)
Registrant’s
telephone number, including area code: (234)
285-4001
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 (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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which
registered |
Class A common stock, par value $0.0001 per share |
|
RIDEQ |
|
* |
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. ¨
* The registrant’s Class A common stock began trading exclusively on the over-the-counter market on July 7, 2023 under the symbol
“RIDEQ.” The NASDAQ Global Select Market filed a Form 25 with the Securities and Exchange Commission on July 27, 2023 to remove
the registrant’s Class A common stock from listing and registration on the NASDAQ Global Select Market. Delisting became effective
ten days thereafter and deregistration under Section 12(b) of the Act will become effective 90 days later.
As previously disclosed, on June 27, 2023
(the “Petition Date”), Lordstown Motors Corp., a Delaware corporation (the “Company”), and its subsidiaries (collectively,
the “Debtors”), commenced voluntary proceedings under chapter 11 (“Chapter 11”) of the U.S. Bankruptcy Code in
the U.S. Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The Chapter 11 proceedings are being jointly
administered under the caption In re: Lordstown Motors Corp., et al., Cases No. 23-10831 through 23-10833 (the “Chapter
11 Cases”).
As previously disclosed, on
September 29, 2023, the Selling Entities entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”)
with LAS Capital LLC, a Delaware limited liability company (“LAS Capital”), and Mr. Stephen S. Burns, an
individual, as guarantor of certain obligations of LAS Capital under the Asset Purchase Agreement. At such time, as previously
disclosed, the Asset Purchase Agreement remained subject to Bankruptcy Court approval. Pursuant to the Asset Purchase Agreement, and
upon the terms and subject to the conditions set forth in the Asset Purchase Agreement, LAS Capital has agreed that it or an
assignee (LAS Capital or its assignee, the “Purchaser”) will acquire specified assets of the Selling Entities related to
the design, production and sale of electric light duty vehicles focused on the commercial fleet market (collectively, the
“Assets”) free and clear of liens, claims, encumbrances, and other interests, and assume certain specified liabilities
of the Selling Entities (collectively, the “Liabilities” and such acquisition of the Assets and assumption of the
Liabilities together, the “Transaction”) for a total purchase price of $10 million in cash, which was later increased to
approximately $10.2 million in cash, as discussed below. The Asset Purchase Agreement contains certain termination rights for
both the Selling Parties and the Purchaser, including the right to terminate the Asset Purchase Agreement if the Transaction is not
consummated by October 31, 2023.
On October 13, 2023, LAS Capital sent
notice to the Debtors that LAS Capital will assign rights to acquire the Assets to its affiliate LandX Motors Corp
(“LandX”), as assignee, and that LandX will be the Purchaser under the Asset Purchase Agreement.
October 18, 2023, the Bankruptcy Court
held a hearing (the “Sale Hearing”) to consider approval of the Transaction and entry into the Asset Purchase Agreement.
At the Sale Hearing, the Bankruptcy Court approved the Transaction and, thereafter, entered an order, among other things,
authorizing and approving the Transaction, authorizing the Selling Entities to enter into and perform their obligations under the
Asset Purchase Agreement, and authorizing the assumption and assignment of certain contracts in connection with the Transaction (the
“Sale Order”). Prior to the Sale Hearing, the parties agreed to an amendment to the Asset Purchase Agreement,
effectuated through the Sale Order, that increased the purchase price to approximately $10,200,000 and confirmed that certain assets
specified in the Sale Order constitute purchased Assets under the Asset Purchase Agreement.
The Asset Purchase Agreement and the Sale Order,
as well as other Bankruptcy Court filings and further information about the Chapter 11 Cases can be accessed free of charge at a website
maintained by the Company’s claims, noticing, and solicitation agent, Kurtzman Carson Consultants LLC, at www.kccllc.net/lordstown.
The information in that website or available elsewhere is not incorporated by reference and does not constitute part of this Form 8-K.
Cautionary Note Regarding Trading in the
Company’s Class A Common Stock
The Company’s stockholders are cautioned
that trading in shares of the Company’s Class A common stock during the pendency of the Chapter 11 Cases will be highly speculative
and will pose substantial risks. The Company cannot be certain that holders of the Class A common stock will receive any payment
or other distribution on account of those shares following the Chapter 11 Cases. As a result, the shares of Class A common stock
may have little or no value. Trading prices for the Company’s Class A common stock may bear little or no relation to actual
recovery, if any, by holders thereof in the Company’s Chapter 11 Cases. Accordingly, the Company urges extreme caution with respect
to existing and future investments in its Class A common stock.
Forward-looking Statements
This report includes forward looking
statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation
Reform Act of 1995. These statements may be identified by words such as “feel,” “believes,”
“expects,” “estimates,” “projects,” “intends,” “should,” “is to
be,” “may,” or the negative of such terms, or other comparable terminology. Forward-looking statements are
statements that are not historical facts. Such forward-looking statements are not guarantees of future performance and are subject
to risks and uncertainties, which could cause actual results to differ materially from the forward-looking statements contained
herein due to many factors. With respect to the matters addressed in this report, those factors include, but are not limited to the
risks and uncertainties regarding the ability of the Debtors to meet the closing conditions and successfully consummate the Asset
Purchase Agreement. The Chapter 11 Cases remain subject to additional uncertainties, including regarding changes to the terms and
conditions of the Proposed Plan and Proposed Disclosure Statement before they become final; the approvals required from the
Bankruptcy Court and stakeholders that will be entitled to vote on the Proposed Plan; our ability to successfully complete the
Chapter 11 Cases, including our ability to successfully market and sell all, substantially all or some of our assets pursuant to the
Asset Purchase Agreement or otherwise and to realize value for such assets, to successfully resolve litigation and other claims that may
be filed against us, and to finish developing, negotiating, confirming and consummating the Proposed Plan or any Chapter 11 plan;
our ability to obtain timely approval of the Bankruptcy Court with respect to our motions filed in the Chapter 11 Cases; the adverse
impact of the Chapter 11 Cases on our business, financial condition and results of operations; the impact of the SEC investigation
and any other pending or future litigation or claims asserted with respect to or by the Company, and possible claims by suppliers
for our inability to meet obligations to them, the availability of insurance coverage with respect to such litigation or claims,
adverse publicity with respect to these matters, as well as the significant ongoing costs associated with such litigation; our ability to retain key employees, and the costs associated there with, to facilitate the Chapter 11 Cases, and the impact
of the loss of employees on our prospects for realizing any value from any sale of our assets; risks regarding our limited liquidity
and unlikely access to financing as we continue to incur significant costs during and in connection with, the Chapter 11 Cases, have
significant known and contingent liabilities and claims for which we will continue to incur legal costs and may be subject to
significant uninsured losses, face uncertainty as to the ability to realize value through the sale of our assets and litigation
claims, and other claims that may be filed against us, lack any meaningful revenue stream and do not expect an ongoing business
following the Chapter 11 Cases; and the actions and decisions of our stakeholders and other third parties who have interests in our
Chapter 11 Cases that may be inconsistent with our operational and strategic plans and adversely impact the Chapter 11 Cases or our
ability to realize value from any of our assets.
In light of these risks and uncertainties, we
caution you not to place undue reliance on these forward-looking statements and the periodic financial information reported to the Bankruptcy
Court which is not presented in accordance with GAAP and may differ materially from information that has been or may in the future be
provided in our periodic SEC filings and may reflect estimates based on assumptions that may change significantly during the course of
the Chapter 11 Cases or due to other contingencies (and which is also subject to the further qualifications provided therein with respect
thereto). Additional information on potential factors that could affect the Company and its forward-looking statements is included in
the Company’s Form 10-K, Form 10-Q and subsequent filings with the SEC. All forward-looking statements are qualified in
their entirety by this cautionary statement. Any forward-looking statements speak only as of the date on which they are made, and the
Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of this report.
In light of these risks and uncertainties, we
caution you not to place undue reliance on these forward-looking statements and the periodic financial information reported to the Bankruptcy
Court (which are also subject to the qualifications provided with respect thereto). Additional information on potential factors that could
affect the Company and its forward-looking statements is included in the Company’s Form 10-K, Form 10-Q and subsequent
filings with the SEC. All forward-looking statements are qualified in their entirety by this cautionary statement. Any forward-looking
statements speak only as of the date on which they are made, and the Company undertakes no obligation to update any forward-looking statement
to reflect events or circumstances after the date of this report.
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.
|
LORDSTOWN MOTORS CORP. |
|
|
|
|
By: |
/s/ Adam Kroll |
|
Name: |
Adam Kroll |
Date: October 19, 2023 |
Title: |
Chief Financial Officer |
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