PHOENIX MOTOR INC

Item 1.01. Entry into a Material Definitive Agreement. Securities Purchase Agreement On August 3, 2025, Phoenix Motor Inc., a Delaware corporation (the “ Company ”), entered into separate Securities Purchase Agreements (the “ Securities Purchase Agreements ”) with one unaffiliated and accredited investor and three affiliated and accredited investors (the “ Purchasers ” ), relating to a private placement (the “ Private Placement ”) by the Company of an aggregate of 2,020,000 shares of the Company’s common stock (the “ Common Stock ”) at a purchase price of $0.30 per share, and Common Stock purchase warrants (the “ Warrants ”) to purchase up to an aggregate of 2,020,000 shares of Common Stock, exercisable at $0.30 per share (the “ Warrant Shares ” and together with the Warrants and shares of Common Stock, the “ Securities ”). Palo Alto Clean Tech Holding Limited, an entity owned and controlled by the Company’s Chief Executive Officer and Chairman of the Board, invested $480,000 in the Private Placement and received 1,600,000 shares of Common Stock and a Warrant to purchase 1,600,000 Warrant Shares. The Warrants are immediately exercisable, in whole or in part, for a term of two years following issuance and may be exercised on a cashless basis if a registration statement is not then effective and available for the resale of the Warrant Shares. The exercise price and number of Warrant Shares issuable upon exercise of the Warrant are subject to adjustment upon the occurrence of certain events, such as stock splits, stock dividends, split-ups, recapitalizations, reclassifications or the like. The Company received gross proceeds from the Private Placement of approximately $606,000, before deducting offering expenses payable by the Company. The Company expects to use the proceeds from the Private Placement to fund working capital and other general corporate purposes. The foregoing descriptions of the Securities Purchase Agreements and the Warrants do not purport to describe all of the terms and provisions thereof and are qualified in their entirety by reference to the form of Securities Purchase Agreement and the form of Warrant which are filed as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities. As described more fully in Item 1.01 above, the Securities are not registered under the Securities Act of 1933, as amended (the “ Securities Act ”), and are being offered and sold in a private placement pursuant to an exemption from the registration requirements of Section 5 of the Securities Act contained in Section 4(a)(2) thereof and/or Regulation D thereunder.