Form 8-K LMP Automotive Holdings, For: Aug 12
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
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area code:
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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) | |
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| 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
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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.
As previously reported, on May 19, 2022, LMP Automotive Holdings, Inc. (the “Company”) received a notice (the “Notice”) from the Nasdaq Listing Qualifications staff of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, as a result of not having timely filed its Annual Report on Form 10-K for the year ended December 31, 2021 and the Quarterly Report on Form 10-Q for the period ended March 31, 2022 the Company remains in non-compliance with Nasdaq Listing Rule 5250(c)(1), which requires timely filing of all required periodic financial reports with the Securities and Exchange Commission. The Company announced today that in connection with the previously announced sale of substantially all of its assets, it has notified Nasdaq of the Company’s intent to voluntarily delist its common stock from the Nasdaq Capital Market. The Company expects to file a Form 25 with the Securities and Exchange Commission to effect the voluntary delisting of the common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on or about August 15, 2022, and that the delisting will be effective on or about August 25, 2022 – ten days after the filing of the Form 25. Following delisting, the Company expects its common stock to trade on the OTC Pink Market tier. Following delisting, in order to curtail expenses, the Company intends in the future to deregister its common stock and suspend its reporting obligations under the Exchange Act.
On August 15, 2022 the Company issued a press release regarding its voluntary delisting, a copy of which is attached as an Exhibit to this Current Report.
Item 9.01 Financial Statements and Exhibits.
Pursuant to the rules and regulations of the SEC, the Company has filed the press release as Exhibit 99.1 to this Current Report on Form 8-K.
| Exhibit No. | Description of Exhibit | |
| 99.1 | Press Release dated August 12, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
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. | ||
| August 12, 2022 | By: | /s/ Sam Tawfik |
| Name: | Sam Tawfik | |
| Title: | President and Chief Executive Officer | |
2
Exhibit 99.1
LMP Automotive Holdings Announces Voluntary NASDAQ Delisting and SEC Deregistration
FORT LAUDERDALE, Fla., August 12, 2022 (GLOBE NEWSWIRE) -- LMP Automotive Holdings, Inc. (NASDAQ: LMPX) (“LMP” or the “Company”), an e-commerce and facilities-based automotive retailer in the United States, today announced that in connection with the previously announced sale of substantially all of its assets (the “Atlantic Sale”), it has notified Nasdaq of the Company’s intent to voluntarily delist its common stock from the Nasdaq Capital Market. The Company expects to file a Form 25 with the Securities and Exchange Commission to effect the voluntary delisting of the common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on or about August 15, 2022, and that the delisting will be effective on or about August 25, 2022 – ten days after the filing of the Form 25. Following delisting, the Company expects its common stock to trade on the OTC Pink Market tier.
As previously reported, the Company received a notice from the Nasdaq Listing Qualifications staff of the Nasdaq indicating that, as a result of not having timely filed its Annual Report on Form 10-K for the year ended December 31, 2021 and the Quarterly Report on Form 10-Q for the period ended March 31, 2022 the Company remains in non-compliance with Nasdaq Listing Rule 5250(c)(1), which requires timely filing of all required periodic financial reports with the Securities and Exchange Commission.
Following delisting, in accordance with our intended liquidation plan and to curtail expenses, the Company intends in the future to deregister its common stock and suspend its reporting obligations under the Exchange Act.
ABOUT LMP AUTOMOTIVE HOLDINGS, INC.
LMP Automotive Holdings, Inc. (NASDAQ: LMPX) is a growth company with a long-term plan to profitably consolidate and partner with automotive dealership groups in the United States. We offer a wide array of products and services fulfilling the entire vehicle ownership lifecycle, including new and used vehicles, finance and insurance products and automotive repair and maintenance.
Our proprietary e-commerce technology and strategy are designed to disrupt the industry by leveraging our experienced teams, growing selection of owned inventories and physical logistics network. We seek to provide customers with a seamless experience both online and in person. Our physical logistics network enables us to provide convenient free delivery points for customers and provide services throughout the entire ownership life cycle. We use digital technologies to lower our customer acquisition costs, achieve operational efficiencies and generate additional revenues. Our unique growth model generates significant cash flows, which funds our innovation and expansion into new geographical markets, along with strategically building out dealership networks, creating personal transportation solutions that consumers desire.
Investor Relations:
LMP Automotive Holdings, Inc.
500 East Broward Boulevard, Suite 1900
Fort Lauderdale, FL 33394
For more information visit:
lmpmotors.com
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