Current Report Filing (8-k)
June 13 2022 - 5:05AM
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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
June
10, 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
3.01. Notice of Delisting of Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
June 10, 2022, Electric Last Mile Solutions, Inc. (the “Company”) received a letter from the Listing Qualifications Department
of the Nasdaq Stock Market LLC (“Nasdaq”) indicating that the bid price of the Company’s common stock, par value $0.0001
per share (the “common stock”), closed below $1.00 per share for 30 consecutive business days and, as a result, the Company
is not in compliance with Nasdaq Listing Rule 5550(a)(2), which sets forth the minimum bid price requirement for continued listing on
the Nasdaq Global Select Market (the “Minimum Bid Requirement”).
Pursuant
to Nasdaq Listing Rule 5810(c)(3)(A), the Company is eligible for a 180-calendar day grace period, through December 7, 2022, to regain
compliance with the bid price requirement. Compliance can be achieved by evidencing a closing bid price of at least $1.00 per share
for a minimum of ten consecutive business days (but generally not more than 20 consecutive business days) during the 180-calendar day
grace period.
Nasdaq’s
notice has no immediate effect on the listing of the Company’s common stock on Nasdaq. There can be no assurance that the
Company will regain compliance with the Minimum Bid Requirement or maintain compliance with any of the other Nasdaq continued listing
requirements.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
As
discussed in further detail in Item 8.01 of this Current Report on Form 8-K, on June 12, 2022, the Board of Directors of the Company
(the “Board”) authorized the Company to commence a bankruptcy proceeding (the “Chapter 7 Case”) by filing a
voluntary petition for relief under the provisions of Chapter 7 of Title 11 of the United States Code, 11 U.S.C. §§ 101 et
seq. (the “Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy
Court”). In connection with the commencement of the Chapter 7 Case, Shauna F. McIntyre, Brian M. Krzanich and Richard N. Peretz each tendered his or her resignation as a member of the Board, to become effective upon such time as a
Chapter 7 trustee is authorized to assume control of the Company’s affairs.
Item
7.01. Regulation FD Disclosure.
On
June 12, 2022, the Company issued a press release announcing the events discussed in Items 5.02 and 8.01 of this Current Report on
Form 8-K. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
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.
Item
8.01. Other Events.
On
June 12, 2022, following a comprehensive review with the assistance of the Company’s outside advisors, and upon the recommendation
of the Company’s management, the Board determined that it is in the best interest of the Company and the Company’s stockholders,
stakeholders, creditors, and other interested parties to commence the Chapter 7 Case. The Company is currently completing preparations
for the Chapter 7 Case.
Following
the commencement of the Chapter 7 Case, a Chapter 7 trustee will be appointed by the Bankruptcy Court to administer the Company’s
estate and to perform the duties set forth in Section 704 of the Code.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
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:
June 13, 2022 |
ELECTRIC
LAST MILE SOLUTIONS, INC. |
| |
|
|
| |
By: |
/s/
Shauna F. McIntyre |
| |
|
Shauna F. McIntyre |
| |
|
Interim Chief Executive Officer and President |
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