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): January 7, 2021
| LMP Automotive Holdings, Inc. |
| (Exact name of registrant as specified in its charter) |
| Delaware | 333-236260 | 82-3829328 | ||
| (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
N/A
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 |
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)) |
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. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 7, 2021 and effective December 30, 2020, LMP Automotive Holdings, Inc. (the “Company”) entered into amendments to the employment agreements with Mr. Samer Tawfik, its Chief Executive Officer, Mr. Evan S. Bernstein, its Chief Financial Officer, and Mr. B. Richard Aldahan, its Chief Operating Officer.
Under the terms of the First Amendment to the Employment Agreement between the Company and Mr. Tawfik, the Company (i) increased Mr. Tawfik’s annual base salary to $300,000, (ii) amended the vesting for options to purchase up to 10,000 shares of the Company’s common stock previously awarded to Mr. Tawfik and (iii) agreed to award him options to purchase up to an aggregate of 150,000 shares of the Company’s common stock upon the achievement of certain milestones.
Under the terms of the First Amendment to the Employment Agreement between the Company and Mr. Bernstein, the Company (i) agreed to permit Mr. Bernstein the use of a Company vehicle, (ii) amended the vesting for options to purchase up to 40,000 shares of the Company’s common stock previously awarded to Mr. Bernstein and (iii) agreed to award him options to purchase up to an aggregate of 100,000 shares of the Company’s common stock upon the achievement of certain milestones.
Under the terms of the First Amendment to the Employment Agreement between the Company and Mr. Aldahan, the Company (i) increased Mr. Aldahan’s annual base salary to $300,000, (ii) amended the vesting for options to purchase up to 40,000 shares of the Company’s common stock previously awarded to Mr. Aldahan, (iii) agreed to award him options to purchase up to an aggregate of 145,000 shares of the Company’s common stock upon the achievement of certain milestones, (iv) awarded Mr. Aldahan a one-time bonus of $350,000 payable upon the consummation of the Company’s proposed financing with Truist Bank, payable in cash, Company securities or a combination of both, and (v) awarded Mr. Aldahan a quarterly bonus of a percentage of the Company’s post-minority interest income.
The foregoing summaries of the terms and conditions of these amendments are qualified in their entirety by reference to the forms of amendments which are filed as Exhibits 10.1, 10.2 and 10.3 to this report.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
1
SIGNATURES
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. | ||
| January 12, 2021 | By: | /s/ Sam Tawfik |
| Name: | Sam Tawfik | |
| Title: | President and Chief Executive Officer | |
2
Exhibit 10.1
FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT
This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is effective as of December 30, 2020, and made and entered into by and between LMP Automotive Holdings, Inc, with principal offices at 500 East Broward Boulevard, Suite 1900, Fort Lauderdale, FL 33394 (“Employer” or “Company”) and Samer Tawfik, who has a residence at 100 S. Pointe Dr., Apt. 3407, Miami Beach, FL. 33139 (“Employee”).
RECITALS
WHEREAS the Company and Employee entered into that certain Employment Agreement, dated February 20, 2018 (“Agreement”), and wish to enter into this Amendment to amend the terms of the Agreement.
NOW, THEREFORE, in consideration of the foregoing and mutual promises, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties, subject to approval of the Board of Directors of the Company, hereby agree as follows:
| 1. | The Agreement |
The terms and conditions of the Agreement are hereby ratified, subject to the modifications set forth in this Amendment. If there are any conflicts between the terms of the Agreement and the terms of this Amendment, this Amendment shall control. All capitalized terms not otherwise defined herein shall have the meanings herein as subscribed to them in the Agreement. Except as modified herein, the terms of the Agreement shall remain in full force and effect.
| 2. | Section 4 of the Agreement is modified as follows: |
Compensation
For services rendered by the Employee pursuant to this Agreement, the Company shall pay or award compensation to the Employee as follows:
| (a) | Base Salary: Effective January 1, 2021, the Company shall pay to the Employee a base annualized salary of $300,000, payable bi-weekly in accordance with the policies, payroll practices and procedures of the Company, as in effect from time to time, including, but not limited to, withholding of applicable taxes, FICA and similar items. |
| (b) | Options as per the Stock Option Agreement attached as Exhibit A hereto, subject to the 2018 Equity Incentive Plan enacted by the Company. |
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.
| Company: | Employee: | |
| LMP Automotive Holdings, Inc. | ||
| /s/ Samer Tawfik | /s/ Samer Tawfik | |
| Samer Tawfik, President, CEO & | Samer Tawfik | |
| Chairman of the Board of Directors |
2
EXHIBIT A
Stock Options
| 1. | Of the 10,000 options previously issued to Employee: |
| (a) | 10,000 to vest upon the close of an acquisition by the Company of a franchise dealership. |
| 2. |
50,000 options to be issued after the Company’s closing
price first exceeds $75 per share (adjusted for any splits, reverse splits, or similar
adjustments), such options to have a one year vesting period, and be issued with an exercise price equal to the closing price of
the Company’s common stock on the third trading
day following such trading day when the closing price first exceeds $75 per share.
|
| 3. | 50,000 options to be issued after the Company’s closing price first exceeds $125 per share (adjusted for any splits, reverse splits, or similar adjustments), such options to have a one year vesting period, and be issued with an exercise price equal to the closing price of the Company’s common stock on the third trading day following such trading day when the closing price first exceeds $125 per share. |
| 4. | 50,000 options to be issued after the Company’s closing price first exceeds $175 per share (adjusted for any splits, reverse splits, or similar adjustments), such options to have a one year vesting period, and be issued with an exercise price equal to the closing price of the Company’s common stock on the third trading day following such trading day when the closing price first exceeds $175 per share. |
Company LMP
Employee ST
3
Exhibit 10.2
FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT
This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is effective as of December 30, 2020, and made and entered into by and between LMP Automotive Holdings, Inc, with principal offices at 500 East Broward Boulevard, Suite 1900, Fort Lauderdale, FL 33394 (“Employer” or “Company”) and Evan S. Bernstein, who has a residence at 125 Giardino Dr., Islamorada, Florida 33036 (“Employee”).
RECITALS
WHEREAS the Company and Employee entered into that certain Employment Agreement, dated August 8, 2020 (“Agreement”), and wish to enter into this Amendment to amend the terms of the Agreement.
NOW, THEREFORE, in consideration of the foregoing and mutual promises, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties, subject to approval of the Board of Directors of the Company, hereby agree as follows:
| 1. | The Agreement |
The terms and conditions of the Agreement are hereby ratified, subject to the modifications set forth in this Amendment. If there are any conflicts between the terms of the Agreement and the terms of this Amendment, this Amendment shall control. All capitalized terms not otherwise defined herein shall have the meanings herein as subscribed to them in the Agreement. Except as modified herein, the terms of the Agreement shall remain in full force and effect.
| 2. | Section 4 of the Agreement is modified as follows: |
Compensation
For services rendered by the Employee pursuant to this Agreement, the Company shall pay or award compensation to the Employee as follows:
| (a) | The use of one Company vehicle. (Deleted the $600 car allowance) |
| (b) | Options as per the Stock Option Agreement attached as Exhibit A hereto, subject to the 2018 Equity Incentive Plan enacted by the Company. |
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.
| Company: | Employee: |
LMP Automotive Holdings, Inc.
| /s/ Samer Tawfik | /s/ Evan S. Bernstein | |
|
Samer Tawfik,
President, CEO & Chairman of the Board of Directors |
Evan S. Bernstein |
EXHIBIT A
Stock Options
| 1. | Of the 40,000 options previously issued to Employee: |
| (a) | 20,000 to vest upon the close of an acquisition by the Company of a franchise dealership; and |
| (b) | 20,000 options to vest on December 31, 2021. |
| 2. | 20,000 options to be issued after the close of an acquisition by the Company of a franchise dealership, such options to have a one year vesting period, and be issued with an exercise price equal to the closing price of the Company’s common stock on the third trading day following the announcement of such dealership acquisition. |
| 3. | 20,000 options to be issued after the Company first files a report with the Securities and Exchange Commission reflecting quarterly annualized income equal to or greater than $35,000,000, such options to have a one year vesting period, and be issued with an exercise price equal to the closing price of the Company’s common stock on the third trading day following the filing of such report. |
| 4. | 20,000 options to be issued after the Company’s closing price first exceeds $75 per share (adjusted for any splits, reverse splits, or similar adjustments), such options to have a one year vesting period, and be issued with an exercise price equal to the closing price of the Company’s common stock on the third trading day following such trading day when the closing price first exceeds $75 per share. |
| 5. | 20,000 options to be issued after the Company’s closing price first exceeds $125 per share (adjusted for any splits, reverse splits, or similar adjustments), such options to have a one year vesting period, and be issued with an exercise price equal to the closing price of the Company’s common stock on the third trading day following such trading day when the closing price first exceeds $125 per share. |
| 6. | 20,000 options to be issued after the Company’s closing price first exceeds $175 per share (adjusted for any splits, reverse splits, or similar adjustments), such options to have a one year vesting period, and be issued with an exercise price equal to the closing price of the Company’s common stock on the third trading day following such trading day when the closing price first exceeds $175 per share. |
Company ______
Employee EB
Exhibit 10.3
FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT
This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is effective as of December 30, 2020, and made and entered into by and between LMP Automotive Holdings, Inc, with principal offices at 500 East Broward Boulevard, Suite 1900, Fort Lauderdale, FL 33394 (“Employer” or “Company”) and B. Richard Aldahan, who has a residence at 215 Royal Palm Way, Boca Raton, Florida 33432 (“Employee”).
RECITALS
WHEREAS the Company and Employee entered into that certain Employment Agreement, dated July 26, 2020 (“Agreement”), and wish to enter into this Amendment to amend the terms of the Agreement.
NOW, THEREFORE, in consideration of the foregoing and mutual promises, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties, subject to approval of the Board of Directors of the Company, hereby agree as follows:
| 1. | The Agreement |
The terms and conditions of the Agreement are hereby ratified, subject to the modifications set forth in this Amendment. If there are any conflicts between the terms of the Agreement and the terms of this Amendment, this Amendment shall control. All capitalized terms not otherwise defined herein shall have the meanings herein as subscribed to them in the Agreement. Except as modified herein, the terms of the Agreement shall remain in full force and effect.
| 2. | Section 4 of the Agreement is modified as follows: |
Compensation
For services rendered by the Employee pursuant to this Agreement, the Company shall pay or award compensation to the Employee as follows:
| (a) | Base Salary: Effective January 1, 2021, the Company shall pay to the Employee a base annualized salary of $300,000, payable bi-weekly in accordance with the policies, payroll practices and procedures of the Company, as in effect from time to time, including, but not limited to, withholding of applicable taxes, FICA and similar items. |
| (b) | Options as per the Stock Option Agreement attached as Exhibit A hereto, subject to the 2018 Equity Incentive Plan enacted by the Company. |
| (c) | A one-time bonus of $350,000, payable upon consummation and funding by Truist Bank of the Stage 1 acquisitions, which such bonus shall be payable in cash, Company securities, or a combination thereof; |
| (d) | Bonus: A percentage of the Company’s income (post-minority interest) paid quarterly as per Exibit B hereto. |
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.
|
Company: |
Employee: | |
| LMP Automotive Holdings, Inc. | ||
| /s/ Samer Tawfik | /s/ B. Richard Aldahan | |
| Samer Tawfik, President, CEO & | B. Richard Aldahan | |
| Chairman of the Board of Directors |
2
EXHIBIT A
Stock Options
| 1. | Of the 40,000 options previously issued to Employee: |
| (a) | 20,000 to vest upon the close of an acquisition by the Company of a franchise dealership; and |
| (b) | 20,000 options to vest on December 31, 2021. |
| 2. | 20,000 options to be issued after the close of an acquisition by the Company of a franchise dealership, such options to have a one year vesting period, and be issued with an exercise price equal to the closing price of the Company’s common stock on the third trading day following the announcement of such dealership acquisition. |
| 3. | 20,000 options to be issued after the Company first files a report with the Securities and Exchange Commission reflecting quarterly annualized income equal to or greater than $35,000,000, such options to have a one year vesting period, and be issued with an exercise price equal to the closing price of the Company’s common stock on the third trading day following the filing of such report. |
| 4. | 25,000 options to be issued after the Company’s closing price first exceeds $75 per share (adjusted for any splits, reverse splits, or similar adjustments), such options to have a one year vesting period, and be issued with an exercise price equal to the closing price of the Company’s common stock on the third trading day following such trading day when the closing price first exceeds $75 per share. |
| 5. | 30,000 options to be issued after the Company’s closing price first exceeds $125 per share (adjusted for any splits, reverse splits, or similar adjustments), such options to have a one year vesting period, and be issued with an exercise price equal to the closing price of the Company’s common stock on the third trading day following such trading day when the closing price first exceeds $125 per share. |
| 6. | 50,000 options to be issued after the Company’s closing price first exceeds $175 per share (adjusted for any splits, reverse splits, or similar adjustments), such options to have a one year vesting period, and be issued with an exercise price equal to the closing price of the Company’s common stock on the third trading day following such trading day when the closing price first exceeds $175 per share. |
Company DMP
Employee RA
3
EXHIBIT B
| Income (Post Minority Interest) | Percentage | |
| (a) $1 Million to $10 Million | 2.50% of the amount in this range | |
| (b) >$10 Million to $65 Million | 1.50% of the amount in this range | |
| (c) >$65 Million | 1.00% of the amount in this range |
For example:
If Income (Post Minority Interest) is at the below figures, the bonus shall be as follows:
| $ | 10,000,000 | Total Bonus of $250,000 | ||
| $ | 35,000,000 | Total Bonus of $624,999.98 (250,000 + 374,999.98) | ||
| $ | 65,000,000 | Total Bonus of $1,074,999.98 (250,000+ 824,999.85) |
Company DMP
Employee RA
4