UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
(Amendment No. )
Check the appropriate box:
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x |
Preliminary Information Statement |
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Confidential, for Use of Commission Only (as permitted by Rule 14c-5(d)(2)) |
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Definitive Information Statement |
ATLIS MOTOR VEHICLES
INC.
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check all boxes that apply):
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x |
No fee required. |
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¨ |
Fee paid previously with preliminary materials |
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Fee computed on table in exhibit required by Item 25(b) of Schedule 14A (17 CFR 240.14a-101) per Item 1 of this Schedule and Exchange Act Rules 14c-5(g) and 0-11 |
ATLIS MOTOR VEHICLES INC.
1828 N. Higley Rd., Ste 116
Mesa, AZ 85205
NOTICE
OF STOCKHOLDER ACTION BY WRITTEN CONSENT
To the Stockholders of Atlis Motor Vehicles Inc.:
This Notice and the accompanying Information Statement
are being furnished to the stockholders of record of the Class A common stock, par value $0.0001 per share (the “Class A Common
Stock”), of Atlis Motor Vehicles Inc., a Delaware corporation (the “Company”), in connection with a corporate action
taken by the holders of a majority of the issued and outstanding voting securities of the Company, approving, for purposes of Nasdaq Listing
Rule 5635(d) (“Nasdaq Rule 5635(d)”), by written consent in lieu of a special meeting dated November 2, 2022, the issuance
by the Company to certain institutional investors in a private placement (the “Private Placement”) of (i) Senior Secured Original
Issue 10% Discount Convertible Promissory Notes (and the underlying shares of Class A Common Stock) and (ii) warrants to purchase shares
of the Company’s Class A Common Stock (and the underlying shares of Class A Common Stock).
The approval of the Private Placement for purposes
of Nasdaq Rule 5635(d) was taken by written consent pursuant to Section 228 of the General Corporation Law of the State of Delaware (the
“DGCL”), which provides that any action that may be taken at any annual or special meeting of stockholders may be taken without
a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed
by the holders of outstanding common stock having not less than the minimum number of votes that would be necessary to authorize or take
such action at a meeting at which all shares entitled to vote thereon were present and voted. The Company has obtained the approval of
the Private Placement from stockholders holding a majority of the Company’s issued and outstanding voting securities.
The accompanying Information Statement is being
furnished to our stockholders in accordance with Rule 14c-2 under the Securities Exchange Act of 1934, as amended, and the rules promulgated
by the Securities and Exchange Commission thereunder, solely for the purpose of informing our stockholders of the action taken by the
written consent.
The corporate action shall be effective on or
about _____________, 2022, or approximately 20 days after we mail this Information Statement.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY.
Your vote or consent is not requested or required
to approve the Private Placement. The accompanying Information Statement is provided solely for your information.
THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS
AND NO STOCKHOLDERS’ MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.
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By Order of the Board of Directors,
Mark Hanchett
Chief Executive Officer
Dated: November __, 2022 |
PRELIMINARY
INFORMATION STATEMENT - SUBJECT TO COMPLETION
INFORMATION STATEMENT
OF
ATLIS MOTOR VEHICLES INC.
1828 N. Higley Rd., Ste 116
Mesa, AZ 85205
(602) 309-5425
INFORMATION STATEMENT
PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 14C-2 THEREUNDER
__________ __, 2022
NO VOTE OR OTHER ACTION OF THE COMPANY’S
STOCKHOLDERS IS REQUIRED IN
CONNECTION WITH THIS INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY
General
Information
Atlis Motor Vehicles Inc., a Delaware corporation
(“Atlis,” the “Company,” “we,” or “us”), is sending you this Information Statement solely
for purposes of informing its stockholders of record as of November 18, 2022 (the “Record Date”), in the manner required by
Regulation 14C of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of the action taken by written consent
by Mark Hanchett, the Chief Executive Officer of the Company, and Annie Pratt, the President of the Company (together, the “Majority
Stockholders”), the holders of a majority of the issued and outstanding voting securities of the Company, to approve, for purposes
of Nasdaq Listing Rule 5635(d) (“Nasdaq Rule 5635(d)”), the issuance by the Company to certain institutional investors in
a private placement (the “Private Placement”) of (i) Senior Secured Original Issue 10% Discount Convertible Promissory Notes
(and the underlying shares of Class A Common Stock) and (ii) warrants to purchase shares of the Company’s Class A Common Stock (and
the underlying shares of Class A Common Stock).
The Class A Common Stock is listed on the Nasdaq
Capital Market (“Nasdaq”), and the Company is subject to Nasdaq’s rules and regulations, including Nasdaq Rule 5635(d),
which requires stockholder approval prior to the issuance in a transaction (other than a public offering) of common stock (or securities
convertible into or exercisable for common stock) equal to 20% or more of the outstanding common stock or 20% or more of the voting power
of a company for a purchase price that is lower than (i) the Nasdaq Official Closing Price (as reflected on Nasdaq.com) immediately preceding
the signing of a binding agreement; or (ii) the average Nasdaq Official Closing Price of the common stock (as reflected on Nasdaq.com)
for the five trading days immediately preceding the signing of the binding agreement (such lower amount, the “Minimum Price”).
The approval of the Private Placement for purposes
of Nasdaq Rule 5635(d) was taken by written consent pursuant to Section 228 of the General Corporation Law of the State of Delaware, which
provides that any action that may be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior
notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding
common stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and voted.
On November 2, 2022, the board of directors of
the Company (the “Board”) adopted resolutions approving the transactions in connection with the Private Placement. In connection
with the adoption of these resolutions, the Board had been informed that the Majority Stockholders were in favor of this proposal and
would enter into a written consent approving the Private Placement. On November 2, 2022, the Majority Stockholders consented in writing
to the Private Placement.
Accordingly, all necessary corporate approvals
in connection with the Private Placement have been obtained and this Information Statement is furnished solely for the purpose of informing
the stockholders of the Company in the manner required under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The Company knows of no other matters other than
that described in this Information Statement which have been recently approved or considered by the holders of the Company’s issued
and outstanding voting securities.
PRIVATE PLACEMENT
Purpose of the Private Placement
The Board believes it is in the best interests
of the Company to raise capital in the amount of $30.0 million in a private placement transaction to fund the working capital needs of
the Company.
Description of the Private Placement
On November 3, 2022, Atlis Motor Vehicles, Inc. (the “Company”)
entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors (the “Investors”),
pursuant to which the Company agreed to issue to the Investors, for gross proceeds of up to $27,000,000, Senior Secured Original Issue
10% Discount Convertible Promissory Notes (the “Notes”) in the aggregate principal amount of up to $30,000,000 and warrants
(the “Warrants”) to purchase a number of shares of the Class A Common Stock (the “Warrant Shares”) equal to 30%
of the face value of the Notes divided by the volume weighted average price, in three tranches (such transaction, the “Private Placement”).
The Purchase Agreement contains customary representations and warranties by the Company and customary conditions to closing.
Under the first tranche of funding, which closed upon signing of the
Purchase Agreement, for gross proceeds of $9,000,000, the Company issued Notes to the Investors in the aggregate principal amount of $10,000,000
and Warrants to purchase up to 231,312 Warrant Shares. Upon the third trading day following the effectiveness of the Registration Statement
(as defined below), and subject to the satisfaction of certain conditions, a second tranche of funding will be provided by the Investors
in the aggregate principal amount of $10,000,000, for gross proceeds to the Company of $9,000,000. Upon the thirtieth trading day following
the closing of the second tranche of funding, and subject to the satisfaction of certain conditions, a third tranche of funding will be
provided by the Investors in the aggregate principal amount of $10,000,000, for gross proceeds to the Company of $9,000,000. Such additional
principal amounts, if funded, will be added to the principal amount of the Notes, and the Investors will be entitled to receive additional
Warrants to purchase Warrant Shares equal to 30% of the face value of the Notes divided by the volume weighted average price.
The Notes mature 24 months after issuance, do not initially bear any
interest and are convertible into shares of the Company’s Class A Common Stock (the “Conversion Shares”) at an initial
conversion price equal to the lesser of $15.00 per share of Class A Common Stock or 92.5% of the average of the three lowest daily volume
weighted average prices of the Class A Common Stock during the ten trading days immediately preceding the notice of voluntary conversion
of the Notes, subject to adjustment as further specified in the Notes. The Notes will be fully repayable in cash upon maturity. In addition,
the Investors have the option to request prepayment of the Notes in an amount up to 20% of the gross proceeds received by the Company
from any subsequent financing.
The Notes contain a number of customary events of default. Additionally,
the Notes are secured by all of the assets of the Company, pursuant to a security agreement that was entered into with the collateral
agent, in connection with the issuance of the Notes (the “Security Agreement”).
The Warrants are exercisable at an initial exercise price equal to
the lesser of $15.00 per share or 92.5% of the average of the three lowest daily volume weighted average prices of the Class A Common
Stock during the ten trading days immediately preceding the notice of exercise, subject to adjustment. The Warrants carry a 5-year term
and, if not exercised, will terminate on November 3, 2027.
In connection with the Private Placement, the Company also entered
into a registration rights agreement (the “Registration Rights Agreement”) with the Investors, pursuant to which the Company
agreed to file a registration statement (a “Registration Statement”) with the Securities and Exchange Commission registering
the resale of the Conversion Shares and the Warrant Shares within 20 days after the closing of the first tranche of funding and within
20 days after the closing of the third tranche of funding, as applicable, and to cause any such Registration Statement to become effective
within 60 days after filing.
The offer and sale of the Notes, Conversion Shares,
Warrants and Warrant Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”),
or applicable state securities laws, and accordingly may not be offered or sold in the United States except pursuant to an effective
registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities
laws.
The above description of the terms and conditions
of the Notes, Warrants, Purchase Agreement, Security Agreement and Registration Rights Agreement does not purport to be complete, and
is qualified in its entirety by reference to the full text of such agreements and instruments, copies of which are attached to the Company’s
Current Report on Form 8-K as Exhibits 4.1, 4.2, 10.1, 10.2, and 10.3, respectively, filed with the SEC on November 4, 2022, which is
incorporated by reference herein.
Reason for Stockholder Approval
Pursuant to Nasdaq Stock Market Listing Rule 5635(d),
if an issuer intends to issue securities in a transaction which could result in the issuance of 20% or more of the issued and outstanding
shares of the issuer’s common stock on a pre-transaction basis for less than the Minimum Price for such stock, the issuer generally
must obtain the prior approval of its stockholders. The number of shares of Class A Common Stock to be issued to the Investors in the
Private Placement upon conversion of the Notes and exercise of the Warrants could result in the issuance of a number of shares exceeding
the threshold and pricing for which stockholder approval is required under Nasdaq Rule 5635(d). To ensure compliance with Nasdaq Rule
5635(d), the Majority Stockholders approved the Private Placement.
Approval of the Private Placement
The approval of the Private Placement, including
for purposes of Nasdaq Rule 5635(d), requires the approval of the holders of our outstanding Class A Common Stock and Class D common stock,
par value $0.0001 per share (“Class D Common Stock” and together with Class A Common Stock, “Common Stock”), having
not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled
to vote thereon were present and voted.
We have two classes of common stock outstanding, Class A Common Stock and Class D common stock. As of November 18, 2022 (the “Record Date”), the Company was
authorized to issue 54,307,968 shares of Class A Common Stock and 41,925,572 shares of Class D Common Stock, and had 9,706,019 shares
of Class A Common Stock and 30,675,370 shares of Class D Common Stock issued and outstanding. Holders of our Class A Common Stock and
Class D Common Stock vote together as a single class on all matters presented to our stockholders for approval, except as otherwise required.
Holders of shares of Class A Common Stock are entitled to cast one vote per share and holders of shares of Class D Common Stock are entitled
to cast ten votes per share.
The Majority Stockholders collectively held 30
shares of Class A Common Stock and 30,675,372 shares of Class D Common Stock as of the Record Date, representing approximately 97% of
the voting power of all shares of Common Stock. Accordingly, the limitations on issuances and sales of securities under Nasdaq Rule 5635(d)
will not apply to the issuances of shares of Class A Common Stock upon conversion of the Notes or exercise of the Warrants.
This Information Statement is first being mailed
on or about ________ __, 2022 to the Company’s stockholders of record as of the Record Date.
Effect of the Private Placement on Existing
Stockholders
The issuance of securities pursuant to the Purchase
Agreement will not affect the rights of the Company’s existing stockholders, but such issuances will have a dilutive effect on the
Company’s existing stockholders, including the voting power of the existing stockholders.
We have agreed to file the Registration Statement
to permit the public resale of the shares of Class A Common Stock underlying the Notes and Warrants. The influx of those shares into the
public market could have a negative effect on the trading price of our Class A Common Stock.
Notice Pursuant to Section 228 of the General
Corporation Law of the State of Delaware
Pursuant to Section 228 of the DGCL, we are required
to provide prompt notice of the taking of corporate action by written consent to our stockholders who have not consented in writing to
such action. This Information Statement serves as the notice required by Section 228 of the DGCL.
DISSENTERS’ RIGHTS OF APPRAISAL
Under the DGCL, our stockholders are not entitled
to appraisal rights with respect to the Private Placement.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE
ACTED UPON
None of our officers
and directors, nor any of their associates, have any interest in the actions approved by our stockholders and described in this Information
Statement except in their capacity as holders of our Common Stock (which interest does not differ from that of the other holders of our
Common Stock).
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
Based solely upon information made available to
the Company, the following table sets forth information as of the Record Date regarding the beneficial ownership of the Company’s
Common Stock by:
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each person known by the Company to be the beneficial owner of more than 5% of the Company’s outstanding shares of Common Stock; |
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each of the Company’s named executive officers and directors; and |
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all of the Company’s officers and directors as a group. |
The percentage ownership information shown in
the table is based upon 9,706,019 shares of Class A Common Stock and 30,675,370 shares of Class D Common Stock outstanding as of the Record
Date.
Beneficial ownership is determined in accordance
with the rules of the SEC and includes voting or investment power with respect to the securities. Except as otherwise indicated, each
person or entity named in the table has sole voting and investment power with respect to all shares of the Company’s capital shown
as beneficially owned, subject to applicable community property laws.
In computing the number and percentage of shares
beneficially owned by a person as of a particular date, shares that may be acquired by such person (for example, upon the exercise of
options or warrants) within 60 days of such date are counted as outstanding, while these shares are not counted as outstanding for computing
the percentage ownership of any other person.
| | |
Class A
Shares | | |
% of
Class | | |
Class D
Shares | | |
% of
Class | | |
Combined
Voting
Power(1) | |
| 5% Stockholders(2) | |
| | |
| | |
| | |
| | |
| |
| Mark Hanchett | |
| 23,203,705 | (3) | |
| 70.5 | % | |
| 23,203,675 | (4) | |
| 74.2 | % | |
| 71.3 | % |
| Annie Pratt | |
| 8,371,695 | (5) | |
| 46.3 | % | |
| 8,371,695 | (6) | |
| 27.0 | % | |
| 25.7 | % |
| Glenn Reese | |
| 745,274 | (7) | |
| 7.7 | % | |
| - | | |
| - | | |
| * | |
| Named Executive Officers and Directors(2) | |
| | | |
| | | |
| | | |
| | | |
| | |
| Mark Hanchett | |
| 23,203,705 | (3) | |
| 70.5 | % | |
| 23,203,675 | (4) | |
| 74.2 | % | |
| 71.3 | % |
| Annie Pratt | |
| 8,371,695 | (5) | |
| 46.3 | % | |
| 8,371,695 | (6) | |
| 27.0 | % | |
| 25.7 | % |
| Benoit Le Bourgeois | |
| 126,007 | (8) | |
| 1.3 | % | |
| - | | |
| - | | |
| * | |
| Britt Ide | |
| 54,030 | (9) | |
| * | | |
| - | | |
| - | | |
| * | |
| Caryn Nightengale | |
| 27,000 | (10) | |
| * | | |
| - | | |
| - | | |
| * | |
| All directors and executive officers as a group (8 individuals) | |
| 31,990,437 | (11) | |
| 76.8 | % | |
| 31,575,370 | | |
| 100.0 | % | |
| 97.0 | % |
* Represents beneficial ownership of less than 1%.
| (1) | Represents the percentage of voting power with respect to all shares of the Company’s
outstanding capital stock voting together as a single class. Does not include shares that may be acquired within 60 days of November
18, 2022. The holders of our Class D Common Stock are entitled to 10 votes per share and the holders of our Class A Common Stock are
entitled to one vote per share. |
| (2) | The business address of each of the individuals is c/o Atlis Motor Vehicles Inc., 1828 N Higley Rd., Suite
116 Mesa, Arizona 85205. |
| (3) | Includes 22,603,675 shares of Class A Common Stock underlying options that are currently exercisable and
600,000 shares of Class A Common Stock underlying options that are exercisable within 60 days. |
| (4) | Includes 600,000 restricted stock units that vest within 60 days. |
| (5) | Represents 8,071,695 shares of Class A Common Stock underlying options that are currently exercisable
and 300,000 shares of Class A Common Stock underlying options that are exercisable within 60 days. |
| (6) | Includes 300,000 restricted stock units that vest within 60 days. |
| (7) | Solely represents shares of Class A Common Stock held by a former employee. |
| (8) | Solely represents shares of Class A Common Stock underlying options that are currently exercisable. |
| (9) | Includes 54,000 shares of Class A Common Stock underlying options that are currently exercisable. |
| (10) | Represents 18,000 shares of Class A Common Stock underlying options
that are currently exercisable and 9,000 shares of Class A Common Stock underlying options that are exercisable within 60 days. |
| (11) | Includes 30,993,377 shares of Class A Common Stock underlying options that are currently
exercisable, 917,000 shares of Class A Common Stock underlying options that are exercisable within 60 days and 30,000 restricted
stock units that vest within 60 days. |
DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
Unless the Company is otherwise advised by the
stockholders, we will only deliver one copy of this Information Statement to multiple stockholders sharing an address. This practice known
as “householding” is intended to reduce the Company’s printing and postage costs.
We will, upon request, promptly deliver a separate
copy of this Information Statement to a stockholder who shares an address with another stockholder. A stockholder, who wishes to receive
a separate copy of this Information Statement, may direct such request to the Company at 1828 N. Higley Rd., Ste 116, Mesa, AZ 85205,
or you can contact us via telephone at (602) 309-5425. Stockholders who receive multiple copies of the Information Statement at their
address and would like to request that only a single copy of communications be delivered to the shared address may do so by making either
a written or oral request to the Company contacts listed above.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Information Statement contains forward-looking
statements within the meaning of Section 21E of the Exchange Act and Section 27A of the Securities Act. Any statements contained in this
Information Statement that are not statements of historical fact may be forward-looking statements, including, without limitation, the
timing of and the anticipated benefits of the Private Placement. Words such as “anticipates,” “could,” “may,”
“estimates,” “expects,” “projects,” “intends,” “plans,” “believes,”
“will” and words or phrases of similar substance used in connection with any discussion of future operations, financial performance,
plans, events, trends or circumstances can be used to identify some, but not all, forward-looking statements. These forward-looking statements
are just predictions and involve significant risks and uncertainties, many of which are beyond our control, and actual results may differ
materially from these statements. Factors that could cause actual outcomes or results to differ materially from those reflected in forward-looking
statements include, but are not limited to, those discussed in our filings with the SEC.
Except as may be required by applicable law, the
Company does not undertake or intend to update or revise any forward-looking statements, and the Company assumes no obligation to update
any forward-looking statements contained in this Information Statement as a result of new information or future events or developments.
Thus, you should not assume that the Company’s silence over time means that actual events are bearing out as expressed or implied
in such forward-looking statements.
WHERE YOU CAN FIND MORE INFORMATION
The Company files annual, quarterly and current
reports and other documents with the SEC. These reports contain additional information about Atlis. The Company’s SEC filings are
made available electronically to the public at the SEC’s website located at www.sec.gov. Stockholders can also obtain free copies
of the Company’s SEC filings through the “Investors” section of the Company’s website at www.biovieinc.com. The
Company’s website address is being provided as an inactive textual reference only. The information provided on the Company’s
website, other than the copies of the documents listed or referenced below that have been or will be filed with the SEC, is not part of
this Information Statement, and therefore is not incorporated herein by reference.
The SEC allows the Company to “incorporate
by reference” information that it files with the SEC in other documents into this Information Statement. This means that the Company
may disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated
by reference is considered to be part of this Information Statement. The Company is incorporating by reference the Company’s Current
Report on Form 8-K filed with the SEC on November 4, 2022.
The Company undertakes to provide without charge
to each person to whom a copy of this Information Statement has been delivered, upon request, by first class mail or other equally prompt
means, a copy of any or all of the documents incorporated by reference in this Information Statement, other than the exhibits to these
documents, unless the exhibits are specifically incorporated by reference into the information that this Information Statement incorporates.
You may obtain documents incorporated by reference by requesting them in writing at Atlis Motor Vehicles Inc., 1828 N. Higley Rd., Ste
116, Mesa, AZ 85205 or by telephone at (602) 309-5425.
OTHER
MATTERS
The Company has not authorized anyone to provide
information on behalf of the Company that is different from that contained in this Information Statement. This Information Statement is
dated __________ __, 2022. No assumption should be made that the information contained in this Information Statement is accurate
as of any date other than that date, and the mailing of this Information Statement will not create any implication to the contrary.
The Company will make arrangements with brokerage
firms and other custodians, nominees and fiduciaries who are record holders of the Company’s Common Stock for the forwarding of
this Information Statement to the beneficial owners of the Company’s Common Stock. The Company will reimburse these brokers, custodians,
nominees and fiduciaries for the reasonable out-of-pocket expenses they incur in connection with the forwarding of the Information Statement.
| |
By Order of the Board of Directors,
Mark Hanchett
Chief Executive Officer
Dated: November __, 2022 |
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