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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): November 13, 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 |
|
PEVM |
|
OTC
Markets Group Inc. |
| ☒ |
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
5.03. |
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On
November 13, 2025, the Board of Directors (the “Board”) of Phoenix Motor Inc. (the “Company”) approved an amendment
to the Company’s Bylaws (the “Bylaws”) to reduce the quorum requirement for stockholder meetings from a majority to
one-third (33 1/3%) of the shares of capital stock issued and outstanding and entitled to vote (the “Bylaw Amendment”).
The
amendment to the Bylaws as discussed above, which was effective upon adoption by the Board, amended Article II, Section 4 of the Bylaws
in its entirety to read as follows:
Section
4. Quorum. The holders of one-third (33 1/3%) of the shares of capital stock issued and outstanding and entitled to vote represented
in person or by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise
provided by statute or by the Certificate of Incorporation. If, however, such quorum shall not be present or represented at any meeting
of the stockholders, the stockholders present in person or represented by proxy shall have power to adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting
at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally
notified.
The
Board also authorized the Company to submit the Bylaw Amendment for ratification by stockholders at the Company’s upcoming 2025
Annual Meeting of Stockholders. If approved by stockholders, the Bylaw Amendment will be formally ratified; if not approved, the Board
has the authority to maintain the amendment in accordance with Delaware law.
The
foregoing description of the Bylaw Amendment does not purport to be complete and is qualified in its entirety by reference to the full
text of the amended Bylaws, which are filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item
9.01. |
|
Financial
Statements and Exhibits. |
| |
|
|
| (d)
Exhibits |
|
|
| |
|
|
| Exhibit
No. |
|
Description |
| |
|
|
| 3.1 |
|
Bylaws of Phoenix Motor Inc., as amended by the Bylaw Amendment. |
| |
|
|
| 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:
November 19, 2025 |
PHOENIX
MOTOR INC. |
| |
|
| |
By: |
/s/
Xiaofeng Denton Peng |
| |
Name: |
Xiaofeng
Denton Peng |
| |
Title: |
Chief
Executive Officer and Chairman of the Board |
