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
April 5, 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 | ||
| The 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 or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On April 1, 2022, Electric Last Mile Solutions, Inc. (the “Company”) filed a Notification of Late Filing on Form 12b-25 (the “Notification”), indicating that the filing of its Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “Form 10-K”) would be delayed. On April 5, 2022, the Company received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, as a result of the Company’s delay in filing the Form 10-K, the Company is not in compliance with the timely filing requirement for continued listing under Nasdaq Listing Rule 5250(c)(1). The notification letter has no immediate effect on the listing or trading of the Company’s common stock on the Nasdaq Global Select Market.
Nasdaq indicated that the Company must submit a plan (the “Plan”) within 60 calendar days of April 1, 2022, or no later than May 31, 2022, addressing how it intends to regain compliance with Nasdaq’s listing rules. If Nasdaq accepts the Plan, it may grant the Company an extension of up to 180 calendar days from the Form 10-K original filing due date, or until September 27, 2022, to regain compliance.
The Company’s management is working diligently to complete the Form 10-K and intends to file the Form 10-K as soon as practicable, but does not expect to do so within the timeframe specified by Rule 12b-25 for the reasons discussed in the Notification.
Item 7.01. Regulation FD Disclosures.
On April 11, 2022, the Company issued a press release announcing the Company’s receipt of the Nasdaq notification letter referenced above. 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 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number | Description |
| 99.1 | Electric Last Mile Solutions, Inc. Press Release, dated April 11, 2022 |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) |
1
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: April 11, 2022 | ELECTRIC LAST MILE SOLUTIONS, INC. | |
| By: | /s/ Robert Song | |
| Robert Song | ||
| Chief Financial Officer and Treasurer | ||
2
Exhibit 99.1
Electric Last Mile Solutions Announces Receipt of Notice from Nasdaq Regarding Late Filing of Annual Report on Form 10-K
TROY, Mich., April 11, 2022 – Electric Last Mile Solutions, Inc. (Nasdaq: ELMS; ELMSW) (“ELMS” or the “Company”), today announced that it has received a notice from The Nasdaq Stock Market LLC (“Nasdaq”) stating that because the Company has not yet filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “Form 10-K”), the Company is no longer in compliance with Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file all required periodic reports with the Securities and Exchange Commission (the “SEC”). The notification letter has no immediate effect on the listing or trading of the Company’s common stock on the Nasdaq Global Select Market.
Nasdaq indicated that the Company must submit a plan within 60 calendar days from April 1, 2022, or no later than May 31, 2022, addressing how it intends to regain compliance with Nasdaq’s listing rules. If Nasdaq accepts the Company’s plan, it may grant the Company an extension of up to 180 calendar days from the Form 10-K original filing due date, or until September 27, 2022, to regain compliance.
The Company previously discussed the circumstances behind the late filing of the Form 10-K in the Notification of Late Filing on Form 12b-25 (the “Notification”), filed with the SEC on April 1, 2022. The Company’s management is working diligently to complete the Form 10-K and intends to file the Form 10-K as soon as practicable, but does not expect to do so within the timeframe specified by Rule 12b-25 for the reasons discussed in the Notification.
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 possibility of the Company’s common stock becoming delisted from the Nasdaq Global Select Market and the Company’s timeframe for filing the Form 10-K. 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: media@electriclastmilesolutions.com
Investor Relations: IR@electriclastmile.com