Electric Last Mile Solutions, Inc. (Nasdaq: ELMS; ELMSW) (“ELMS” or
“the Company”), a pioneer of electric and intelligent mobility
solutions for commercial vehicle customers, today announced that
Shauna McIntyre, a member of the Company’s Board of Directors, has
been appointed as Interim Chief Executive Officer and President,
succeeding James Taylor, who has resigned from his role as Chief
Executive Officer and a member of the Board. In addition, Brian
Krzanich has been appointed Non-Executive Chairman of the Board,
replacing Jason Luo, who has also resigned from his position as
Executive Chairman of the Board. The departures follow an
investigation conducted by a Special Committee of the Board of
Directors (the “Special Committee”).
Ms. McIntyre most recently served as President of Ouster
Automotive, following over 25 years working with automotive OEMs.
Previously, she served as CEO of Sense Photonics, Inc., a 3D vision
company building high-performance, mass manufacturable LiDAR
solutions for next-generation transportation needs. Prior to that,
she led Google's automotive services program, where she supported
the release of certain Google products, including Google Maps, into
automakers' new vehicle models. During her earlier years at Google
she served as Chief of Staff for Google's consumer electronics
division, which combines the best of Google AI, software, and
hardware. Ms. McIntyre earlier led the U.S. New Mobility Practice
for management consulting firm, Egon Zehnder, and was VP of
Honeywell's Commercial Vehicle Turbocharger platform. She began her
career at Ford, where she automated manufacturing plants overseas
and led final assembly production, and later joined McKinsey &
Company as a management consultant. Since 2019, she has served on
the Board of Directors of Lithia Motors, one of the largest
providers of personal transportation solutions in the U.S.
“We are grateful to have Shauna as Interim CEO of ELMS,” said
Brian Krzanich, Non-Executive Chairman of the Board. “She is a
proven leader and seasoned industry executive with operating
experience at the intersection of technology and mobility. The
Board is confident Shauna will ensure a smooth transition,
effectively manage the business, and help chart a path
forward.”
Shauna McIntyre added, “I am honored to serve as ELMS Interim
CEO and look forward to continuing to work with the Board,
leadership, and entire team as we transform commercial fleets into
connected, clean energy vehicles. Importantly, Brian, the full
Board and I want to assure all of our stakeholders, including
customers, suppliers, investors and employees, of our continued
focus and dedication to the Company’s ongoing business and
mission.”
On November 25, 2021, the Company’s Board formed an independent
Special Committee to conduct an inquiry into certain sales of
equity securities made by and to individuals associated with the
Company, the legal, disclosure and tax consequences of those
transactions, and other issues that arose in connection those
sales. Based on the Special Committee’s investigation, the Company
has concluded that in November and December 2020, shortly before
the Company’s December 10, 2020 announcement of a definitive
agreement for a business combination with Forum Merger III
Corporation, certain Electric Last Mile Inc. executives purchased
equity in the Company at substantial discounts to market value
without obtaining an independent valuation. Mr. Taylor purchased
equity in these transactions. Mr. Luo participated in these and
other transactions and directly or indirectly purchased and sold
equity in such transactions.
In addition, on January 26, 2022, on the basis of the Special
Committee investigation, the Board concluded that the Company’s
previously issued consolidated financial statements should be
restated and, therefore, should no longer be relied upon. The
financial statements in question cover the period as of December
31, 2020, the period from August 20, 2020 (inception) through
December 31, 2020, the six months ended June 30, and the nine
months ended September 30, 2021. In connection with this
conclusion, the Company, together with its advisors, is evaluating
the accounting and treatment of certain equity issuances to
executive officers. Although the Company cannot, at this time,
estimate when it will file its restated financial statements for
such periods, it is diligently pursuing completion of the
restatement, including with respect to an evaluation of the
Company’s financial statement reserves for tax payments and
contingencies.
The Company expects to report on a preliminary, unaudited
basis that it had approximately $132.0 to 142.0 million in cash and
cash equivalents, which includes $25 to 30 million in restricted
cash, as of December 31, 2021.
Mr. Taylor and Mr. Luo will maintain consulting roles with the
Company to help ensure that ELMS continues to deliver on its
development and sales pipelines.
About Electric Last Mile Solutions,
Inc.Electric Last Mile Solutions, Inc. (Nasdaq: ELMS;
ELMSW) is focused on defining a new era in which commercial
vehicles run clean as connected and customized solutions that make
our customers’ businesses more efficient and profitable. ELMS is
headquartered in Troy, Michigan. For more information, please visit
www.electriclastmile.com.
Forward-Looking Statements
This press release includes “forward-looking statements” within
the meaning of the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995. The Company’s actual
results may differ from its expectations, estimates and projections
and consequently, you should not rely on these forward-looking
statements as predictions of future events. Words such as “expect,”
“estimate,” “project,” “budget,” “forecast,” “anticipate,”
“intend,” “plan,” “may,” “will,” “could,” “should,” “believes,”
“predicts,” “potential,” “continue,” and similar expressions are
intended to identify such forward-looking statements. These
forward-looking statements include, without limitation, the
Company’s expectations with respect to its management transition,
timeline for restatement of its financial statements, and
anticipated cash position for the year ended December 31, 2021.
These forward-looking statements involve significant risks and
uncertainties that could cause the actual results to differ
materially from the expected results. Most of these factors are
outside the Company’s control and are difficult to predict. Factors
that may cause such differences include, but are not limited to:
(1) the inability to recognize the anticipated benefits of the
business combination, which may be affected by, among other things,
competition and the ability of the Company to grow and manage
growth profitably and retain its key employees; (2) changes in
applicable laws or regulations; (3) the possibility that the
Company may be adversely affected by other economic, business,
and/or competitive factors; (4) the impact of COVID-19 on the
Company’s business; (5) any delays the Company may experience in
realizing its projected timelines and cost and volume targets for
the production, launch and ramp up of production of the Company’s
vehicles and the modification of its manufacturing facility; (6)
the ability of the Company to obtain customers, obtain product
orders, and convert its non-binding pre-orders into binding orders
or sales; (7) the Company’s ability to implement its business plans
and strategies; and (8) other risks and uncertainties described in
the “Risk Factors” section of the Company’s Quarterly Report on
Form 10-Q for the quarter ended June 30, 2021 and in the Company’s
other filings with the Securities and Exchange Commission,
including the Company’s Quarterly Report on Form 10-Q for the
quarter ended September 30, 2021, and in the Company’s future
filings with the Securities and Exchange Commission. Some of these
risks and uncertainties may in the future be amplified by the
COVID-19 outbreak and there may be additional risks that the
Company considers immaterial or which are unknown. The Company
cautions that the foregoing list of factors is not exclusive. The
Company cautions readers not to place undue reliance upon any
forward-looking statements, which speak only as of the date made.
The Company does not undertake or accept any obligation or
undertaking to release publicly any updates or revisions to any
forward-looking statements to reflect any change in its
expectations or any change in events, conditions or circumstances
on which any such statement is based.
Contacts
Media: elms-svc@sardverb.com
Investor Relations: IR@electriclastmile.com
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