Current Report Filing (8-k)
December 23 2020 - 4:04PM
Edgar (US Regulatory)
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 18, 2020
LMP AUTOMOTIVE HOLDINGS, INC.
(Exact Name of Registrant as Specified in
Charter)
Delaware
|
|
333-236260
|
|
82-3829328
|
(State or Other Jurisdiction
of Incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer
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)
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))
|
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. ☐
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
|
|
LMPX
|
|
NASDAQ Capital Market
|
Item 1.02 Termination of a Material Definitive Agreement.
As previously reported on a Current Report
on Form 8-K filed on July 17, 2020, on July 13, 2020, LMP Automotive Holdings, Inc., a Delaware corporation (the “Company”)
entered into an asset purchase and contribution agreement with Newnan Imports, Inc., a Georgia corporation (“Newnan”)
and Walt Gutierrez, an individual resident of Georgia (“Gutierrez”), to acquire an interest in certain of Newnan’s
assets related to its ownership and operation of a franchised Toyota motor vehicle dealership located at 2 Herring Road, Newnan,
Georgia 30265 (the “Dealership”). On December 18, 2020, the Company and Gutierrez agreed to terminate the APA in accordance
with its terms. The Company did not incur any material termination penalties pursuant to such termination.
The description of the APA and the transactions
contemplated thereby are incorporated by reference to the Company’s Current Report on Form 8-K filed on July 17, 2020.
Item 5.07 Submission of Matters to a Vote of Security Holders.
An annual meeting (the “Meeting”)
of the stockholders LMP Automotive Holdings, Inc. (the “Company”) was held on December 21, 2020. As of November 17,
2020, the record date for the Meeting, 10,022,002 shares of common stock of the Company (“Common Stock”) were issued
and outstanding. A summary of the matters voted upon by stockholders at the Annual Meeting is set forth below. The voting results
reported below are final.
Proposal No. 1
The Company’s stockholders elected
William “Billy” Cohen to the Company’s Board of Directors, to hold office until the 2023 annual meeting of stockholders
or until his successor shall have been duly elected or appointed and qualify, based upon the following votes:
Votes “FOR”
|
|
Votes AGAINST
|
|
Votes ABSTAINED
|
6,077,004
|
|
79,792
|
|
0
|
Proposal No. 2
The Company’s stockholders ratified
the appointment of Grassi & Co., CPAs, P.C. as the Company’s independent registered public accounting firm for the fiscal
year ending December 31, 2020, based upon the following votes:
Votes “FOR”
|
|
Votes AGAINST
|
|
Votes ABSTAINED
|
6,154,957
|
|
522
|
|
1,317
|
Proposal No. 3
The Company’s stockholders approved
a proposal to amend the certificate of incorporation of the Company (the “Charter”) to decrease the number of authorized
shares of Common Stock from 100,000,000 shares to 29,000,000 shares and the number of authorized shares of preferred stock from
20,000,000 to 1,000,000, based upon the following votes:
Votes “FOR”
|
|
Votes AGAINST
|
|
Votes ABSTAINED
|
6,150,358
|
|
2,151
|
|
4,287
|
Proposal No. 4
The Company’s
stockholders approved, on an advisory basis, the compensation of the named executive officers of the Company,
based upon the following vote:
Votes “FOR”
|
|
Votes AGAINST
|
|
Votes ABSTAINED
|
6,133,510
|
|
14,429
|
|
8,857
|
Proposal No. 5
The Company’s stockholders rejected
an amendment to the Company’s Bylaws to reduce the required stockholder vote threshold for the removal of a member of the
Company’s board of directors from 66.66% to 50.01%, based upon the following vote:
Votes “FOR”
|
|
Votes AGAINST
|
|
Votes ABSTAINED
|
6,138,492
|
|
11,487
|
|
6,817
|
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
In connection with Proposal No. 3 at the Company’s annual
meeting of stockholders, referenced above, on December 23, 2020, the Charter was amended as set forth in Exhibit 3.1 attached
hereto and is incorporated by reference in this Item 5.03.
Item 9.01. Financial Statements
and Exhibits.
(d) Exhibits.
SIGNATURE
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: December 23, 2020
|
LMP AUTOMOTIVE HOLDINGS, INC.
|
|
|
|
By:
|
/s/ Sam Tawfik
|
|
|
Name: Sam Tawfik
|
|
|
Title: Chief Executive Officer
|
3
LMP Automotive (NASDAQ:LMPX)
Historical Stock Chart
From Mar 2024 to Apr 2024
LMP Automotive (NASDAQ:LMPX)
Historical Stock Chart
From Apr 2023 to Apr 2024