LMPX Lmp Automotive
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported: March 9, 2021
|LMP Automotive Holdings, Inc.|
|(Exact name of registrant as specified in its charter)|
|(State or other jurisdiction||(Commission File Number)||(I.R.S. Employer|
|of incorporation)||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
Former name or former address, if changed since last report
Securities registered or to be 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|
|☐||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)|
Emerging growth company ☒
Item 1.01 Entry into a Definitive Material Agreement.
On March 9, 2021, LMP Finance, LLC, a Delaware limited liability company (“LMP Finance”), a wholly-owned subsidiary of LMP Automotive Holdings, Inc., a Delaware corporation (the “Company”), entered into a membership interest purchase agreement (the “MIPA”) with Kevin Sisti, Murdo Smith and Randal Roberge (collectively, the “Sellers”), to acquire a fifty one percent (51%) interest in LTO Holdings, LLC, a Connecticut limited liability company (“LTO” and such acquisition, the “Acquisition”) in exchange for payment to the Sellers of an aggregate of $225,000 and issuance of 16,892 shares (the “Shares”) of the Company’s common stock, par value $0.00001 per share (the “Common Stock”). In the event that the closing price of the Common Stock on The NASDAQ Capital Market on the date that is six (6) months following March 9, 2021 (the “Closing Price”) is less than $37.00 per share (the “Target Price”), the Sellers shall be entitled to a cash payment in an aggregate amount equal to the positive difference between the Closing Price and the Target Price multiplied by the number of Shares.
The MIPA is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the MIPA and the transactions contemplated thereby is not complete and is qualified in its entirety by the contents of the MIPA
A copy of the press release announcing the transactions contemplated by the MIPA is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.
Item 3.02. Unregistered Sales of Equity Securities
Reference is made to the disclosure under Item 1.01 above which is hereby incorporated in this Item 3.02 by reference. The Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state, and are being offered and sold in reliance on the exemption from registration under the Securities Act, afforded by Section 4(a)(2) and/or Rule 506 promulgated thereunder.
Item 9.01. Financial Statements and Exhibits
|10.1||Membership Interest Purchase Agreement, dated as of March 9, 2021, by and among LMP Finance, LLC, Kevin Sisti, Murdo Smith and Randal Roberge.|
|99.1||Press Release, dated March 9, 2021.|
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.|
|March 10, 2021||By:||/s/ Sam Tawfik|
|Title:||President and Chief Executive Officer|