[8-K] PHOENIX MOTOR INC. Reports Material Event

Rhea-AI Filing Summary

Phoenix Motor Inc. updated its corporate rules to make it easier to hold stockholder meetings. The Board of Directors approved a change to the company’s Bylaws reducing the quorum requirement for stockholder meetings from a majority of shares to one-third (33 1/3%) of the shares of capital stock issued, outstanding, and entitled to vote. This means fewer shares need to be represented in person or by proxy for meetings to proceed and conduct business.

The change took effect immediately upon Board approval and replaces Article II, Section 4 of the Bylaws. The Board also authorized submitting this bylaw change to stockholders for ratification at the 2025 Annual Meeting of Stockholders. Even if stockholders do not approve the change, the Board states it has authority under Delaware law to maintain the amendment.

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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

FAQ

What governance change did Phoenix Motor Inc. (PEVM) announce in this 8-K?

Phoenix Motor Inc. reported that its Board approved an amendment to the Bylaws to reduce the quorum requirement for stockholder meetings from a majority of shares to one-third (33 1/3%) of the shares of capital stock issued, outstanding, and entitled to vote.

What is the new quorum requirement for Phoenix Motor Inc. stockholder meetings?

The new quorum requirement is one-third (33 1/3%) of the shares of capital stock issued and outstanding and entitled to vote, represented in person or by proxy, which is enough for stockholders to conduct business at a meeting.

When did the Phoenix Motor Inc. bylaw amendment on quorum become effective?

The bylaw amendment became effective upon adoption by the Board of Directors on November 13, 2025, when the Board approved the change to Article II, Section 4 of the Bylaws.

Will Phoenix Motor Inc. stockholders vote on the quorum bylaw amendment?

Yes. The Board authorized the company to submit the bylaw amendment for ratification by stockholders at the 2025 Annual Meeting of Stockholders, allowing investors to vote on whether to approve the change.

Can the Phoenix Motor Inc. Board keep the quorum change if stockholders do not ratify it?

The company states that if stockholders do not approve the bylaw amendment, the Board has the authority under Delaware law to maintain the amendment, meaning the reduced quorum could remain in place.

Where can investors see the full text of Phoenix Motor Inc.’s amended Bylaws?

The full text of the amended Bylaws is filed as Exhibit 3.1 to this report and is incorporated by reference, allowing investors to review the exact language of the updated quorum provision.