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0001879848
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2026-02-09
2026-02-09
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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): February 9, 2026
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
3.03 Material Modification to Rights of Security Holders.
On
February 9, 2026, Phoenix Motor Inc., a Delaware corporation (the “Company”), filed an amendment to its Certificate of Incorporation
(the “Amendment”) with the Secretary of State of the State of Delaware to effect a 1-for-10 reverse stock split (the “Reverse
Stock Split”) of the Company’s common stock, par value $0.0004 per share (the “Common Stock”). As previously
disclosed, at its annual meeting of stockholders held on December 23, 2025, the stockholders of the Company approved a proposal to authorize
the Company’s Board of Directors (the “Board”), at its discretion, to approve a reverse stock split of the Common Stock
at a ratio of up to 1-for-10 shares, with such ratio to be determined by the Board, for the primary purpose of meeting the minimum bid
price and other quantitative requirements for the Company’s listing on the Nasdaq Stock Market. On January 13, 2026, the Board
approved the Reverse Stock Split at a ratio of 1-for-10. Following such approval, the Company filed the Amendment with the Secretary
of State of the State of Delaware to effect the Reverse Stock Split, with an effective time of 4:01 p.m., Eastern Time, on February 13,
2026. The Company’s Common Stock is expected to begin trading on a split-adjusted basis on the OTC Markets under the Company’s
existing trading symbol “PEVM,” at the market open on February 17, 2026. The new CUSIP number following the Reverse Stock
Split will be 71910P401.
When
the Reverse Stock Split becomes effective, the total number of shares of Common Stock held by each stockholder of the Company will be
converted automatically into the number of shares of Common Stock equal to (i) the number of issued and outstanding shares of Common
Stock held by each such stockholder immediately prior to the Reverse Stock Split, divided by (ii) ten (10), with such resulting number
of shares rounded up to the nearest whole share. As a result, no fractional shares will be issued in connection with the Reverse Stock
Split and no cash or other consideration will be paid in connection with any fractional shares that would otherwise have resulted from
the Reverse Stock Split.
The
Reverse Stock Split has no effect on the par value of the Common Stock or authorized shares of common stock or preferred stock. Currently,
the Company has approximately 13,382,349 shares of Common Stock outstanding. After the Reverse Stock Split, the Company would have approximately
1,338,235 shares outstanding. Each stockholder’s percentage ownership interest in the Company and proportional voting power will
remain unchanged, except for minor changes and adjustments that will result from the treatment of fractional shares. The rights and privileges
of the holders of shares of Common Stock will be substantially unaffected by the Reverse Stock Split.
Stockholders
who are holding their shares in electronic form at brokerage firms do not need to take any action, as the effect of the Reverse Stock
Split will automatically be reflected in their brokerage accounts. Stockholders holding paper certificates may (but are not required
to) send the certificates to the Company’s transfer agent and registrar, VStock Transfer, LLC, who will issue a new stock certificate
reflecting the Reverse Stock Split to each requesting stockholder.
The
foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the full text of the Amendment,
a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The
information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No. |
|
Description |
| 3.1 |
|
Certificate of Amendment to Certificate of Incorporation of Phoenix Motor Inc. |
| 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:
February 11, 2026 |
PHOENIX MOTOR INC. |
| |
|
| |
By: |
/s/
Xiaofeng Denton Peng |
| |
Name: |
Xiaofeng Denton Peng |
| |
Title: |
Chief Executive Officer and Chairman of the Board |
