8-K: Phoenix Motor Executes 1-for-10 Reverse Stock Split

Phoenix Motor Inc. has filed an amendment to its Certificate of Incorporation to effect a 1-for-10 reverse stock split, primarily to meet Nasdaq listing requirements.

Summary

• Phoenix Motor Inc. filed an amendment to its Certificate of Incorporation on February 9, 2026, to effect a 1-for-10 reverse stock split of its common stock.
• The primary purpose of the reverse stock split is to meet the minimum bid price and other quantitative requirements for listing on the Nasdaq Stock Market.
• Stockholders approved a proposal on December 23, 2025, authorizing the Board to determine the reverse stock split ratio up to 1-for-10.
• The Board of Directors approved the 1-for-10 ratio on January 13, 2026.
• The reverse stock split becomes effective at 4:01 p.m., Eastern Time, on February 13, 2026.
• Common Stock is expected to begin trading on a split-adjusted basis on the OTC Markets under the existing trading symbol PEVM at market open on February 17, 2026.
• The new CUSIP number following the Reverse Stock Split will be 71910P401.
• No fractional shares will be issued; stockholders who would otherwise receive fractional shares will be rounded up to the nearest whole share.
• The reverse stock split has no effect on the par value of the Common Stock or the number of authorized shares of common or preferred stock.
• The number of outstanding shares will decrease from approximately 13,382,349 to approximately 1,338,235 after the split.
• Each stockholder's percentage ownership interest and proportional voting power will remain substantially unchanged, except for minor adjustments due to fractional share treatment.
• The rights and privileges of the holders of Common Stock will be substantially unaffected by the Reverse Stock Split.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this as a necessary defensive maneuver to address listing compliance, but it does not inherently improve the company's underlying business fundamentals or financial health, which are typically the drivers of long-term value.

Positives

• A proactive measure is being taken to address Nasdaq listing requirements, potentially preventing delisting from a major exchange.
• The rounding up of fractional shares ensures no stockholder loses value due to partial shares and simplifies the share structure.

Negatives

• A reverse stock split often indicates a significantly low stock price, reflecting poor market performance or investor sentiment.
• The company is currently trading on OTC Markets, implying it has already been delisted from a major exchange or is struggling to meet listing requirements.

Risks

• There is a risk of failure to meet Nasdaq's minimum bid price and other quantitative listing requirements, despite the reverse stock split.
• Potential for continued stock price decline post-split, which could negate the intended effect of the split.
• Investor perception of reverse stock splits can be negative, potentially leading to further selling pressure on the stock.

Future Outlook

The company expects its common stock to begin trading on a split-adjusted basis on the OTC Markets on February 17, 2026, with the primary goal of meeting Nasdaq listing requirements.

Management Comments

• The Board of Directors approved the Reverse Stock Split at a ratio of 1-for-10 for the primary purpose of meeting the minimum bid price and other quantitative requirements for the Company's listing on the Nasdaq Stock Market.

Industry Context

StockSavvy.ai notes that reverse stock splits are a common strategy for companies facing delisting from major exchanges due to low share prices. While necessary to maintain listing, they often signal underlying operational or financial challenges that have led to depressed valuations. This move positions Phoenix Motor to potentially regain compliance, but the market's reaction will depend on its ability to demonstrate improved fundamentals.

Comparison to Industry Standards

• StockSavvy.ai observes that reverse stock splits are frequently employed by companies across various sectors, particularly in emerging or volatile industries, when their stock price falls below exchange minimums.
• For instance, many small-cap technology or biotech firms have executed similar splits to maintain Nasdaq or NYSE listings.
• While the 1-for-10 ratio is common, the effectiveness of such a move is highly dependent on the company's ability to subsequently improve its financial performance and investor confidence, a challenge faced by many peers in the electric vehicle or clean energy sector.

Corporate Governance

Stakeholder Impact

• Shareholders: The number of shares held will decrease by a factor of ten, but proportional ownership and voting power will remain largely unchanged (except for minor adjustments due to fractional share rounding). The per-share price is expected to increase proportionally.
• Employees: No direct impact on employees is mentioned in the filing.
• Customers: No direct impact on customers is mentioned in the filing.
• Suppliers: No direct impact on suppliers is mentioned in the filing.
• Creditors: No direct impact on creditors is mentioned in the filing.

Next Steps

• Common Stock is expected to begin trading on a split-adjusted basis on the OTC Markets on February 17, 2026.
• Stockholders holding paper certificates may (but are not required to) send them to the company's transfer agent, VStock Transfer, LLC, for new certificates reflecting the reverse stock split.

Key Dates

Recommendation

While the reverse stock split is a necessary step to address potential delisting and improve the stock's marketability, it does not fundamentally change the company's business prospects or financial performance. Investors should hold to observe if the company can leverage this corporate action to achieve Nasdaq relisting and demonstrate sustainable growth, rather than viewing it as an immediate catalyst for significant upside or downside. The underlying reasons for the low stock price still need to be addressed.

Keywords

Phoenix Motor Inc., PEVM, Reverse Stock Split, Nasdaq Listing, Common Stock, Corporate Governance, Share Consolidation, OTC Markets, SEC Filing