Current Report Filing (8-k)
27 Maio 2022 - 5:59PM
Edgar (US Regulatory)
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2022-04-11
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2022-04-11
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ELMS:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfCommonStockEachAtExercisePriceOf11.50PerShareMember
2022-04-11
2022-04-11
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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
April
11, 2022
Date
of Report (Date of earliest event reported)
ELECTRIC
LAST MILE SOLUTIONS, INC.
(Exact
Name of Registrant as Specified in its Charter)
| Delaware |
|
001-39457 |
|
84-2308711 |
(State
or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
1055
W. Square Lake Road
Troy,
Michigan 48098
(Address
of Principal Executive Offices) (Zip Code)
(888)
825-9111
(Registrant’s
telephone number, including area code)
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 (see General Instruction A.2. below):
| ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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, $0.0001 par value per share |
|
ELMS |
|
The
Nasdaq Stock Market LLC |
| Redeemable
warrants, each whole warrant exercisable for one share of common stock, each at an exercise price of $11.50 per share |
|
ELMSW |
|
The
Nasdaq Stock Market LLC |
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).
Emerging
growth company ☒
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
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of
Certain Officers.
As
previously disclosed in a Current Report on Form 8-K filed by the Company on March 4, 2022 (the “March 4 Current Report”),
in connection with James Taylor’s resignation from his positions as President and Chief Executive Officer and as a member of the
Board, Mr. Taylor and the Company entered into a settlement agreement dated as of March 1, 2022 (the “Settlement Agreement”),
a copy of which is attached as an exhibit to the March 4 Current Report.
Under
the Settlement Agreement, Mr. Taylor agreed, among other things, to surrender 1.8 million shares of the Company’s common stock
to the Company shortly following execution of the Settlement Agreement (the “March Transfer Shares”), and, no later than
April 11, 2022, to surrender to the Company an additional number of shares of Company common stock with a value of approximately $3.3
million based on a VWAP calculation (the “April Transfer Shares”).
Mr.
Taylor delivered to the Company the March Transfer Shares. However, Mr. Taylor failed to surrender the April Transfer Shares by April
11, 2022, thereby breaching the terms of the Settlement Agreement. Thereafter, Mr. Taylor requested an extension of time to surrender
the April Transfer Shares. The Company considered the request but denied Mr. Taylor such an extension. To date, Mr. Taylor has failed
to surrender the April Transfer Shares to the Company.
Item
7.01. Regulation FD Disclosures.
As
of the date of this Current Report on Form 8-K, the Company expects that, without obtaining additional financing, it has sufficient cash
to continue operations into June 2022. The Company’s current projections reflect, among other things, increases in professional
service fees, employee retention costs and payments to suppliers. The Company is actively pursuing potential sources of liquidity and
is working to extend its cash runway during this process to the extent possible.
The
information in Item 7.01 of this Current Report on Form 8-K is being furnished and shall not be deemed to be “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section and
shall not be deemed incorporated by reference into any registration statement or other document filed pursuant to the Securities Act
of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
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.
| Date:
May 27, 2022 |
ELECTRIC
LAST MILE SOLUTIONS, INC. |
| |
|
|
| |
By: |
/s/
Robert Song |
| |
|
Robert
Song |
| |
|
Chief
Financial Officer and Treasurer |
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