[8-K] Phoenix Motor Inc. Reports Material Event

Rhea-AI Filing Summary

Phoenix Motor has received final confirmation of its delisting from Nasdaq, as announced in a determination letter dated June 9, 2025. The Nasdaq Hearings Panel has denied the company's appeal to maintain its listing status, following multiple compliance failures including:

• Non-compliance with Rule 5250(c)(1) - periodic filing requirements
• Non-compliance with Rule 5550(a)(2) - minimum bid price requirements
• Non-compliance with Rule 5620(a) - shareholder meeting requirements

Trading of Phoenix Motor's common stock was initially suspended on April 15, 2025, and has since been trading on the OTC Pink Market under the symbol "PEVM" (previously "PEV" on Nasdaq). The company has a 15-day window to request a review from the Nasdaq Listing and Hearing Review Council. Management warns that the delisting may significantly impact stock liquidity and trading prices, potentially making it difficult for shareholders to sell their positions.

Positive

• None.

Negative

• Nasdaq has officially denied Phoenix Motor's appeal to maintain its listing, confirming the permanent delisting of the company's shares from Nasdaq
• Multiple serious compliance violations including failure to meet periodic filing requirements, minimum bid price requirements, and shareholder meeting rules
• Company's stock has been downgraded to trading on the OTC Pink Market, which typically indicates reduced liquidity and trading visibility
• Management warns of 'very limited market' for shares and potential difficulty for stockholders to sell their positions
• Trading of company shares was suspended on Nasdaq since April 15, 2025, indicating prolonged compliance issues

Insights

Securities Market Analyst

Phoenix Motor's permanent Nasdaq delisting damages share liquidity and institutional access, confirming significant negative market status shift.

Phoenix Motor's permanent delisting from Nasdaq represents a critical deterioration in its market position. The Panel's denial of the company's appeal finalizes what began as a temporary suspension on April 15, confirming multiple compliance failures including reporting requirements (Rule 5250(c)(1)), minimum bid price maintenance (Rule 5550(a)(2)), and shareholder meeting obligations (Rule 5620(a)). The transition to the OTC Pink Market under symbol "PEVM" substantially reduces the company's visibility, accessibility, and credibility in capital markets.

This delisting carries severe liquidity implications for shareholders. OTC markets typically experience significantly lower trading volumes, wider bid-ask spreads, and reduced analyst coverage. Many institutional investors face mandate restrictions preventing them from holding OTC securities, potentially forcing automated selling and further price pressure. The company itself acknowledges these consequences, stating shareholders "may find it difficult to sell their shares" with "trading price... adversely affected."

The comprehensive nature of the compliance failures - spanning financial reporting, price maintenance, and corporate governance - suggests deep operational challenges beyond mere technical violations. While the company has appeal options to the Nasdaq Listing and Hearing Review Council, the Panel's decisive rejection following the May 20 hearing indicates minimal likelihood of reinstatement. This permanent exchange downgrade typically signals substantially increased investment risk and potential long-term value impairment.

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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): June 9, 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*

*Trading of the registrant’s common stock on Nasdaq was suspended on April 15, 2025. The registrant’s common stock is currently quoted on the OTC Pink Market under the symbol “PEVM”.

☒	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.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On June 9, 2025, Phoenix Motor Inc. (the “Company”) received a determination letter from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Nasdaq Hearings Panel (the “Panel”) has determined to deny the Company’s request to continue its listing on Nasdaq. The Company’s common stock will remain delisted from Nasdaq. The Company’s common stock is currently quoted on the OTC Pink Market under the symbol “PEVM.”

As previously disclosed in the Current Reports on Form 8-K filed on April 10, 2025 and May 2, 2025, on April 8, 2025 and April 30, 2025, the Company received notices from the Nasdaq Listing Qualifications Department (the “Staff”) stating that the Staff had determined to delist the Company’s securities due to the Company’s non-compliance with Nasdaq Listing Rules 5250(c)(1), 5550(a)(2) and Rule 5620(a), the periodic filing, bid price and shareholder meeting rules, respectively. Trading of the Company’s common stock on Nasdaq was suspended on April 15, 2025.

The Company subsequently appealed the Staff’s determination to the Panel at an oral hearing on May 20, 2025, and the Panel denied the Company’s request for an exception to cure its listing deficiencies.

The Company has 15 days after the date of the Panel’s decision to request that the Nasdaq Listing and Hearing Review Council (the “Council”) review the decision, or the Council may, on its own motion, determine to review the Panel’s decision within 45 calendar days after issuance of the written decision.

As a result of the suspension in trading and expected delisting, there may be a very limited market in which the Company’s shares are traded, the Company’s stockholders may find it difficult to sell their shares of the Company and the trading price of the Company’s securities, if any, may be adversely affected.

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: June 20, 2025	PHOENIX MOTOR INC.
	By:	/s/ Xiaofeng Denton Peng
	Name:	Xiaofeng Denton Peng
	Title:	Chief Executive Officer and Chairman of the Board

FAQ

Why was PEV delisted from Nasdaq in June 2025?

PEV was delisted from Nasdaq after receiving a determination letter on June 9, 2025, denying the company's request to continue its listing. The delisting was due to non-compliance with multiple Nasdaq Listing Rules including Rule 5250(c)(1) (periodic filing), Rule 5550(a)(2) (bid price), and Rule 5620(a) (shareholder meeting requirements).

What is PEV's new trading symbol after Nasdaq delisting?

After being suspended from Nasdaq trading on April 15, 2025, PEV's common stock is now quoted on the OTC Pink Market under the symbol 'PEVM'.

What appeal options does PEV have after the Nasdaq Panel's delisting decision?

PEV has two appeal options: 1) The company has 15 days to request a review of the decision by the Nasdaq Listing and Hearing Review Council, or 2) The Council may independently choose to review the Panel's decision within 45 calendar days after the written decision is issued.

What are the potential impacts of PEV's delisting on shareholders?

According to the filing, the delisting may result in a very limited market for PEV's shares, making it difficult for stockholders to sell their shares. Additionally, the trading price of the company's securities may be adversely affected.

When did PEV first receive notice of potential delisting from Nasdaq?

PEV received initial delisting notices from the Nasdaq Listing Qualifications Department on April 8, 2025, and April 30, 2025, which led to the suspension of trading on Nasdaq on April 15, 2025.