PEV Phoenix Motor Inc. - 8-K

Item
3.03 Material Modification to Rights of Security Holders.

On
February 9, 2026, Phoenix Motor Inc., a Delaware corporation (the “Company”), filed an amendment to its Certificate of Incorporation
(the “Amendment”) with the Secretary of State of the State of Delaware to effect a 1-for-10 reverse stock split (the “Reverse
Stock Split”) of the Company’s common stock, par value $0.0004 per share (the “Common Stock”). As previously
disclosed, at its annual meeting of stockholders held on December 23, 2025, the stockholders of the Company approved a proposal to authorize
the Company’s Board of Directors (the “Board”), at its discretion, to approve a reverse stock split of the Common Stock
at a ratio of up to 1-for-10 shares, with such ratio to be determined by the Board, for the primary purpose of meeting the minimum bid
price and other quantitative requirements for the Company’s listing on the Nasdaq Stock Market. On January 13, 2026, the Board
approved the Reverse Stock Split at a ratio of 1-for-10. Following such approval, the Company filed the Amendment with the Secretary
of State of the State of Delaware to effect the Reverse Stock Split, with an effective time of 4:01 p.m., Eastern Time, on February 13,
2026. The Company’s Common Stock is expected to begin trading on a split-adjusted basis on the OTC Markets under the Company’s
existing trading symbol “PEVM,” at the market open on February 17, 2026. The new CUSIP number following the Reverse Stock
Split will be 71910P401.

When
the Reverse Stock Split becomes effective, the total number of shares of Common Stock held by each stockholder of the Company will be
converted automatically into the number of shares of Common Stock equal to (i) the number of issued and outstanding shares of Common
Stock held by each such stockholder immediately prior to the Reverse Stock Split, divided by (ii) ten (10), with such resulting number
of shares rounded up to the nearest whole share. As a result, no fractional shares will be issued in connection with the Reverse Stock
Split and no cash or other consideration will be paid in connection with any fractional shares that would otherwise have resulted from
the Reverse Stock Split.

The
Reverse Stock Split has no effect on the par value of the Common Stock or authorized shares of common stock or preferred stock. Currently,
the Company has approximately 13,382,349 shares of Common Stock outstanding. After the Reverse Stock Split, the Company would have approximately
1,338,235 shares outstanding. Each stockholder’s percentage ownership interest in the Company and proportional voting power will
remain unchanged, except for minor changes and adjustments that will result from the treatment of fractional shares. The rights and privileges
of the holders of shares of Common Stock will be substantially unaffected by the Reverse Stock Split.

Stockholders
who are holding their shares in electronic form at brokerage firms do not need to take any action, as the effect of the Reverse Stock
Split will automatically be reflected in their brokerage accounts. Stockholders holding paper certificates may (but are not required
to) send the certificates to the Company’s transfer agent and registrar, VStock Transfer, LLC, who will issue a new stock certificate
reflecting the Reverse Stock Split to each requesting stockholder.

The
foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the full text of the Amendment,
a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The
information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

Item 9.01
Financial Statements and Exhibits.

(d)
Exhibits.

Exhibit

No.

Description

3.1

Certificate of Amendment to Certificate of Incorporation of Phoenix Motor Inc.

104

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