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ECD AUTOMOTIVE DESIGN NEW 8-K Filings

ECDA OTC

Every 8-K that ECD AUTOMOTIVE DESIGN NEW (ECDA) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow ECDA and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full ECDA filings page.

Rhea-AI Summary

ECD Automotive Design, Inc. expanded its financing with its parent company through additional senior secured convertible notes. The parent investor purchased new notes with an original principal of $395,859.66 for $360,326.85, under a prior agreement allowing up to $21,972,275.38 in notes.

The additional notes mature on December 12, 2026 and carry a 9.99% beneficial ownership cap, limiting how much common stock the holder can own after conversion. At the floor conversion price of $0.0034 per share, the new notes would convert into 116,429,312 shares of common stock. The parent holder has also provided loans with aggregate outstanding principal of $12,844,574. The securities were issued in a private placement relying on Section 4(a)(2) and Rule 506 of Regulation D.

Rhea-AI Summary

ECD Automotive Design, Inc. disclosed that an institutional investor, which is also its parent, exercised its right under a prior securities purchase agreement to buy additional senior secured convertible notes with an original principal amount of $2,663,770 for a purchase price of $2,424,667. Unless converted or redeemed, these notes mature on December 12, 2026 and include a 9.99% beneficial ownership cap, limiting how much common stock the holder can own after conversion.

If converted at the stated floor price of $0.0034 per share, the additional notes would be convertible into up to 783,461,765 shares of common stock. The company also reported that, following a merger, its public and private placement warrants were adjusted so that holders are entitled to receive $0.0176 for each share underlying a warrant, while the current exercise price is $2300 per share, meaning the warrants no longer have practical exercise value.

Rhea-AI Summary

ECD Automotive Design approved a major restructuring that shifts full ownership to its controlling investor and cashes out remaining public shareholders. The company first exchanged 3,663 shares of Series C preferred stock for 207,008,547 new common shares at $0.0176 per share, a 55% premium to the March 11, 2026 closing price, giving Classic beneficial ownership of 91% of outstanding common stock.

Classic was then merged into ECD, and each remaining common share was converted into the right to receive $0.0176 in cash, subject to appraisal rights, giving Defender SPV LLC 100% ownership. ECD also reported additional senior secured convertible notes purchases that could convert, at a $0.0034 floor price, into 167,053,824 common shares, and named Victoria Hay as Chief Executive Officer while Scott Wallace became Chief Operating Officer with revised compensation terms. The company entered related-party vehicle build agreements with an entity controlled by Ms. Hay’s spouse.

Rhea-AI Summary

ECD Automotive Design, Inc. reported that a special meeting of stockholders scheduled for January 12, 2026 was cancelled because a quorum was not achieved.

On the December 12, 2025 record date, 6,876,873 shares of common stock were entitled to vote, and the presence of holders of 2,292,291 shares, or one-third of the issued and outstanding common stock entitled to vote, was required for a quorum. That threshold was not met, so no business was conducted and no proposals were voted on at the special meeting.

Rhea-AI Summary

ECD Automotive Design, Inc. reports that Nasdaq has decided to delist its common stock and warrants after the company failed to regain compliance with both the $1.00 minimum bid price rule and the $35 million market value of listed securities requirement. Trading on The Nasdaq Stock Market is scheduled to be suspended at the open of trading on January 16, 2026.

The company previously executed a 1-for-40 reverse stock split in September 2025, which temporarily restored compliance with the bid price rule, and arranged a $500 million equity line of credit, while a lender converted $13.7 million of debt into preferred equity and purchased an additional $1.1 million of preferred stock to address listing standards. Despite these steps, Nasdaq’s Hearings Panel determined that the company’s securities will be delisted, and the securities are expected to begin trading on the OTC Market as stated in the report.

Rhea-AI Summary

ECD Automotive Design, Inc. reports that, starting on January 6, 2026, one of its lenders began discussions with the company about potential strategic transactions valued between $2 million and $10 million. These transactions could involve a mix of cash and preferred stock, and are described as expected to close within the next 30 days. The company and the same lender are also considering a debt-to-preferred equity exchange valued between $2 million and $10 million to help improve the company’s shareholder equity position.

Rhea-AI Summary

ECD Automotive Design, Inc. reported several corporate governance and leadership updates. The board of directors amended the company’s bylaws to lower the quorum needed to hold a stockholder meeting from a majority of shares entitled to vote to 33 1/3 percent of such shares, making it easier for meetings to proceed and business to be conducted.

The company also extended Chief Executive Officer Scott Wallace’s employment term by two years, from December 12, 2025 through December 12, 2027, under his existing employment agreement. Effective December 12, 2025, his annual base salary was temporarily reduced by 10%, with the company planning to review this reduction quarterly and retaining discretion to continue, modify, or end it while leaving other contract terms unchanged.

In addition, ECD Automotive Design disclosed that it signed an agreement to assume select vehicle builds from a regional 4x4 restoration and modification shop serving the southern New England market, as described in a press release furnished as an exhibit. This indicates a move to take on additional project work in that geographic area.

Rhea-AI Summary

ECD Automotive Design, Inc. reported a leadership change tied to a cost-restructuring initiative and a greater focus on product innovation. Effective December 4, 2025, former Chief Technology Officer Elliot Humble moved into a new role as Product Development Director. The company stated that this transition does not stem from any disagreement about its operations, policies, or practices.

In his new position, Mr. Humble will receive an annual salary of $195,000 and will be eligible for bonuses of up to $85,000 per year. His employment terms are set out in a new Employment Agreement dated November 13, 2025, which replaces his prior executive arrangement and is included as an exhibit to this report.

Rhea-AI Summary

ECD Automotive Design, Inc. (ECDA) filed a current report to announce that it issued a press release with its financial results for the third quarter of 2025. The press release, dated November 20, 2025, is included as Exhibit 99.1 to the report.

The company classifies this disclosure under Regulation FD, meaning it is intended to provide broad, fair access to its quarterly results. The report also includes extensive cautionary language that highlights risks and uncertainties around forward-looking statements, directing readers to the company’s Annual Report on Form 10-K for the year ended December 31, 2024 for additional risk factors.

Rhea-AI Summary

ECD Automotive Design, Inc. (ECDA) reported that on November 11, 2025 it was notified by Nasdaq that a warrant it issued on September 24, 2025 to pay outstanding legal fees did not comply with Nasdaq Rule 5635(d). The company amended this warrant on October 1, 2025, and Nasdaq requested public disclosure that the company had been in violation upon issuance and returned to compliance when the amendment was executed.

The company also disclosed Separation Agreements with Chief Product Officer Emily Humble and Chief Experience Officer Thomas Humble, under which their employment ended on November 11, 2025. Each will receive base salary at an annual rate of $320,000 through the termination date and reimbursement of eligible business expenses, plus additional payments and benefits in exchange for releases and restrictive covenants. The departures are described as for personal reasons, with no disagreements on company matters, and Emily Humble will remain on the board.

Rhea-AI Summary

ECD Automotive Design (ECDA) announced its S‑1 became effective, registering up to $300,000,000 of common stock for sale under its Equity Purchase Facility Agreement (EPFA). The company may commence sales under the EPFA on November 4, 2025.

The registration also covers shares held by certain selling securityholders for resale and securities underlying the company’s private and publicly traded warrants. ECDA plans to use net proceeds from EPFA sales to acquire Bitcoin as a treasury reserve asset, as well as to raise capital for growth and for general corporate purposes.

Rhea-AI Summary

ECD Automotive Design (ECDA) entered a First Additional Closing under its SPA, selling 1,111 shares of Series C Convertible Preferred Stock to an accredited investor for a discounted purchase price of $999,900. The shares carry an aggregate Stated Value of $1,111,000. The SPA permits additional closings for up to 25,000 shares of Series C Preferred across all buyers. The Holder’s election was delivered on October 24, 2025, and the First Additional Closing occurred on October 28, 2025.

The company also plans further cost-reduction measures expected to generate approximately $1.6 million in annualized savings. In parallel, it intends to pursue mergers, acquisitions, and other strategic transactions aimed at supporting growth and improving margins. These actions are expected to assist in regaining compliance with the Nasdaq shareholder equity continued listing requirement, for which an extension has been granted.

Rhea-AI Summary

ECD Automotive Design, Inc. filed a Form 8-K reporting a material event that attaches two dated exhibits and an Inline XBRL cover page. The filing lists an engagement agreement dated September 24, 2025 between the company and Loeb & Loeb LLP and a Common Stock Purchase Warrant also dated September 24, 2025. The submission includes an Inline XBRL cover page exhibit and is signed by Victoria Hay, the company Chief Financial Officer, with the filing dated September 29, 2025. The document discloses the existence and dates of these agreements but provides no operative financial terms, exercise prices, number of shares, counterparty economic details, or stated material effects on capitalization.

Rhea-AI Summary

ECD Automotive Design, Inc. reported that a Nasdaq Hearings Panel granted the company’s request to continue its listing on The Nasdaq Stock Market. The company’s common stock trades under the symbol ECDA and its warrants under ECDAW.

The company first announced the panel’s decision in a press release dated September 22, 2025, and then issued a corrected press release on September 25, 2025 to fix an error in the original announcement. This report makes both releases available as furnished exhibits, meaning they are provided for information purposes rather than being formally filed under the securities laws.