UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| OTC Markets Group Inc. |
| 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). | |
| 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 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On November 13, 2025, the Board of Directors (the “Board”) of Phoenix Motor Inc. (the “Company”) approved an amendment to the Company’s Bylaws (the “Bylaws”) to reduce the quorum requirement for stockholder meetings from a majority to one-third (33 1/3%) of the shares of capital stock issued and outstanding and entitled to vote (the “Bylaw Amendment”).
The amendment to the Bylaws as discussed above, which was effective upon adoption by the Board, amended Article II, Section 4 of the Bylaws in its entirety to read as follows:
Section 4. Quorum. The holders of one-third (33 1/3%) of the shares of capital stock issued and outstanding and entitled to vote represented in person or by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided by statute or by the Certificate of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders present in person or represented by proxy shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.
The Board also authorized the Company to submit the Bylaw Amendment for ratification by stockholders at the Company’s upcoming 2025 Annual Meeting of Stockholders. If approved by stockholders, the Bylaw Amendment will be formally ratified; if not approved, the Board has the authority to maintain the amendment in accordance with Delaware law.
The foregoing description of the Bylaw Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the amended Bylaws, which are filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. | |
| (d) Exhibits | ||
| Exhibit No. | Description | |
| 3.1 | Bylaws of Phoenix Motor Inc., as amended by the Bylaw Amendment. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| Dated: November 19, 2025 | PHOENIX MOTOR INC. | |
| By: | /s/ Xiaofeng Denton Peng | |
| Name: | Xiaofeng Denton Peng | |
| Title: | Chief Executive Officer and Chairman of the Board | |