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): December 9, 2021
| LMP Automotive Holdings, Inc. |
| (Exact name of registrant as specified in its charter) |
| Delaware | | 333-236260 | | 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 December 9, 2021, LMP Finance, LLC, a Delaware limited liability company (“LMP Finance”), a wholly-owned subsidiary of LMP Automotive Holdings, Inc., a Delaware corporation entered into a Membership Interest Purchase Agreement (the “MIPA”) with Kevin Sisti, Murdo Smith and Randal Roberge (collectively, the “Buyers”), pursuant to which LMP Finance sold its 51% membership interest (the “Acquired Interest”) in LTO Holdings, LLC, a Connecticut limited liability company, to the Buyers. In exchange for the Acquired Interest, the Buyers agreed to forgive approximately $482,000 that was due to the Buyers pursuant to the Membership Interest Purchase Agreement, dated as of March 9, 2021, by and among LMP Finance and the Buyers pursuant to which LMP Finance acquired the Acquired Interest from the Buyers.
The MIPA 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 MIPA and the transactions contemplated thereby is not complete and is qualified in their entirety by the contents of the MIPA.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in Item 1.01 above is incorporated by reference in this Item 2.01.
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. |
| | |
| December 13, 2021 | By: | /s/ Sam Tawfik |
| | Name: | Sam Tawfik |
| | Title: | President and Chief Executive Officer |
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