Try our mobile app
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): May 6, 2021
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 2.01. Completion of Acquisition or Disposition of Assets
On May 6, 2021, the Company closed on the acquisition (the “Hometown Subaru Acquisition”) of assets related to the ownership and operation of the Hometown Subaru motor vehicle dealership located 117 Midtown Avenue, Mt. Hope, West Virginia 25880, as contemplated by that certain Asset Purchase Agreement, dated as of August 28, 2020 (the “APA”), by and among the Company, Beckley Buick-GMC Auto Mall, Inc., King Coal Chevrolet Co., Hometown Preowned Vehicles, Inc. and the other parties thereto. The consideration paid by the Company for the Hometown Subaru Acquisition was approximately $3.2 million in cash, for which the Company used cash on its balance sheet and funds provided by Truist Bank pursuant to the Credit Agreement described in the Company’s Current Report on Form 8-K filed on March 8, 2021. The APA was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 1, 2020, and is incorporated herein by reference.
A copy of the press release announcing the Hometown Subaru Acquisition is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits
| (a) | Financial Statements of Businesses Acquired. |
| The financial statements required by Item 9.01(a) of Form 8-K will be filed by amendment within 71 calendar days after the date this report on Form 8-K must be filed with respect to Item 2.01. |
| (b) | Pro Forma Financial Information. |
| The pro forma financial information required by Item 9.01(b) of Form 8-K will be filed by amendment within 71 calendar days after the date this report on Form 8-K must be filed with respect to Item 2.01. |
| (d) | Exhibits |
| Exhibit No. | Description | |
| 99.1 | Press Release, dated May 6, 2021. |
1
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: May 10, 2021
| LMP AUTOMOTIVE HOLDINGS, INC. | |||
| By: | /s/ Sam Tawfik | ||
| Name: | Sam Tawfik | ||
| Title: | Chief Executive Officer | ||
2
