Form 8-K/A - Current report: [Amend]

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

Phoenix Motor Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-41414

85-4319789

(State or other jurisdiction of

incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

1500 Lakeview Loop

Anaheim, CA

92807

(Address of Principal Executive Offices)

(Zip 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 communications pursuant to Rule 425 under the Securities Act

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐	Pre-commencement 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 Stock, par value $0.0004 per share		PEV		The Nasdaq Stock Market LLC

☒	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).

☐	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.

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.

Item 1.01 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.

Item 9.01. 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 Page Interactive Data File (embedded within the Inline XBRL document)

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: April 3, 2025	PHOENIX MOTOR INC.

	By:	/s/ Xiaofeng Denton Peng
	Name:	Xiaofeng Denton Peng
	Title:	Chief Executive Officer and Chairman of the Board

Exhibit 10.1

Amendment to the Loan Agreement and Initial Note

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”). 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 second paragraph of clause (iv) under the definition of “Conversion Price” in Article 1, Section 1.01 of the Loan Agreement, is hereby deleted and such second paragraph shall be amended to read as follows:

	Notwithstanding the foregoing, in the event of acceleration of either or both of the Notes, as a result of the occurrence and during the continuation of an uncured Event of Default the Conversion Price shall adjusted to be 80% of the average of the four lowest VWAPS over the 20 trading days prior to each conversion (the “Event of Default Conversion Price”). 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 Trading Market on the date that the Lender shall send a conversion notice the Company shall issue to the Lender additional immediately salable Make Whole Shares so that the total number of Conversion Shares shall be based on the Event of Default Conversion Price.

(2)	In addition to the foregoing amendment to the Loan Agreement, the introductory first and second paragraphs of the “Initial Note” constituting Exhibit A-1 to the Loan Agreement shall be amended to read as follows:

Amended and Restated Senior Secured Note

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 Issue Date: March 14, 2025		Funding Amount		$4,000,000
Final Maturity Date: March 13, 2026		Original 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 as expressly set forth herein, all terms and conditions of the Loan Agreement and the Initial Note (attached as Exhibit A-1 to the Loan Agreement) shall remain in full force and effect without modification.

SIGNATURES ON 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/ Xiaofeng Peng
	Name:	Xiaofeng Peng
	Title:	Chief Executive Officer

	Lendor:
	J.J. ASTOR & CO.

	By:	/s/ Michael Pope
	Name:	Michael Pope
	Title:	Chief Executive Officer

Cover	Mar. 14, 2025
Cover [Abstract]
Document Type	8-K/A
Amendment Flag	true
Amendment Description	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
Document Period End Date	Mar. 14, 2025
Entity File Number	001-41414
Entity Registrant Name	Phoenix Motor Inc.
Entity Central Index Key	0001879848
Entity Tax Identification Number	85-4319789
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1500 Lakeview Loop
Entity Address, City or Town	Anaheim
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92807
City Area Code	(909)
Local Phone Number	987-0815
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0004 per share
Trading Symbol	PEV
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false