Form 8-K - Current report
05 January 2024 - 8:26AM
Edgar (US Regulatory)
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):
December 29, 2023
LORDSTOWN MOTORS CORP.
(Exact name of registrant as specified in its charter)
Delaware |
001-38821 |
83-2533239 |
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
2300 Hallock Young Road
Lordstown, Ohio 44481
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (234) 285-4001
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:
¨ |
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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange on which
registered |
Class A common stock, par value $0.0001 per share |
|
RIDEQ |
|
* |
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. ¨
* The
registrant’s Class A common stock began trading exclusively on the over-the-counter market on July 7, 2023 under the symbol
“RIDEQ.” The NASDAQ Global Select Market filed a Form 25 with the Securities and Exchange Commission on July 27,
2023 to remove the registrant’s Class A common stock from listing and registration on the NASDAQ Global Select Market. Delisting
became effective ten days thereafter and deregistration under Section 12(b) of the Act will become effective 90 days later.
Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As previously disclosed, on June 27, 2023 (the “Petition
Date”), Lordstown Motors Corp., a Delaware corporation (the “Company”), and its subsidiaries (collectively, the “Debtors”),
commenced voluntary proceedings under chapter 11 (“Chapter 11”) of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for
the District of Delaware (the “Bankruptcy Court”). The Chapter 11 proceedings are being jointly administered under the caption
In re: Lordstown Motors Corp., et al., Cases No. 23-10831 through 23-10833 (the “Chapter 11 Cases”).
The employment of Melissa Leonard, the Debtors’ Executive Vice
President, General Counsel and Corporate Secretary, was terminated on December 29, 2023. The Debtors have entered into an agreement
with Ms. Leonard on the previously disclosed terms to settle severance obligations under the Debtors’ employment agreements
with executive officers that were approved by the Bankruptcy Court on November 29, 2023. Ms. Leonard will continue to provide
support to the Debtors through a consulting arrangement set forth in the agreement and otherwise through resuming her role as a partner
at Baker & Hostetler LLP.
SIGNATURES
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.
|
LORDSTOWN MOTORS CORP. |
|
|
|
|
By: |
/s/ Adam Kroll |
|
Name: |
Adam Kroll |
Date: January 4, 2024 |
Title: |
Chief Financial Officer |
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