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
Date of Report (Date of Earliest Event Reported): August 9, 2021
| LMP Automotive Holdings, Inc. |
| (Exact name of registrant as specified in its charter) |
| Delaware | | 001-39150 | | 82-3829328 |
| (State or other jurisdiction | | (Commission File Number) | | (I.R.S. Employer |
| of incorporation) | | | | Identification No.) |
500 East Broward Blvd., Suite 1900, Ft. Lauderdale,
Florida | | 33394 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (954) 895-0352
N/A
Former name or former address, if changed since last report
Securities registered or to be 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 | | LMPX | | NASDAQ Capital Market |
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:
| ☐ | 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)) |
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 1.01 Entry into a Definitive Material Agreement.
On August 5, 2021, LMP Yonkers Kia, LLC (the “Buyer”), a wholly-owned subsidiary of LMP Automotive Holdings, Inc., a Delaware corporation (the “Company”), entered into a dealership asset purchase agreement (the “APA”) with Harrison M. Gray and Respect Auto Group I LLC, a New York limited liability company, and Respect Auto Yonkers, LLC, a New York limited liability company (“Seller”), to acquire the assets related to the Seller’s ownership and operation of a franchised Kia motor vehicle dealership located at 1850 Central Avenue, Yonkers, New York 10710 (the “Dealership”).
In exchange for the acquisition of such assets, the Company will pay $14,000,000 (the “Purchase Price”), with up to $5,000,000 of the Purchase Price payable at the Company’s election in shares of the Company’s common stock, valued at the average price per share of the Company’s common stock as reported at the closing of the NASDAQ Composite stock market exchange for each of the five (5) trading days prior to the closing date of the transaction (such price, the “Issue Price”). If during the period beginning on the date that is seven (7) months following the closing date of the transaction and ending on the date that is eight (8) months following the closing date of the transaction (the “True Up Period”), the closing price of the Company’s common stock does not equal or exceed the Issue Price on any single day, the Company shall pay to the Seller an amount in cash equal to (a)(i) the Issuer Price per share multiplied by (ii) the total number of shares of common stock issued to the Seller minus (b)(i) the average of the closing price of the Company’s common stock as reported by NASDAQ during the True Up Period multiplied by (ii) the total number of shares of common stock issued to the Seller. The acquisition is subject to certain customary conditions, including approval by Kia Motors America, Inc., and is expected to close in the fourth quarter of 2021.
The APA is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the APA and the transactions contemplated thereby is not complete and is qualified in their entirety by the contents of the APA.
Item 8.01 Other Events.
On August 9, 2021, the Company issued a press release announcing its entry into the APA and the transaction contemplated thereby. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | LMP AUTOMOTIVE HOLDINGS, INC. |
| | |
| August 10, 2021 | By: | /s/ Sam Tawfik |
| | Name: | Sam Tawfik |
| | Title: | President and Chief Executive Officer |
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