Current Report · Items 5.03, 9.01 · 8-K
PHOENIX MOTOR INC
PEVMOTCEQUITYCurrent
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item Amendments 5.03. 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 en…
Recent company filings
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- 8-K filingFeb 20, 2026
- Material Modification to Rights of Security Holders · Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearFeb 11, 2026
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Disclosure sections
Item 5.03Item 5.03 - Amendments to Articles/Bylaws
Item Amendments
5.03. 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.