Item 1.01 Entry into a Material Definitive Agreement
Underwriting Agreement
On December 4, 2019, LMP Automotive Holdings, Inc. (the "Company") entered into
an underwriting agreement (the "Underwriting Agreement") with ThinkEquity, a
division of Fordham Financial Management, Inc., (the "Representative") as
representative of the underwriters set forth on Schedule 1 thereto
(collectively, the "Underwriters"), relating to the Company's initial public
offering (the "IPO") of its common stock, par value $0.00001 per share (the
"Common Stock"). Under the Underwriting Agreement, the Company agreed to sell
2,645,000 shares of Common Stock to the Underwriters, which includes the
Underwriters' exercise in full of the over-allotment option, at a purchase price
per share of $4.65 (the offering price to the public of $5.00 per share minus
the underwriters' discount), pursuant to the Company's registration statement on
Form S-1 (File No. 333-232172), as amended, under the Securities Act of 1933, as
amended (the "Securities Act"), and the related registration statement on Form
S-1 (File No. 333-235353) that was filed by the Company under Rule 462(b) under
the Securities Act (collectively, the "Registration Statement").
The Underwriting Agreement includes customary representations, warranties and
covenants by the Company. It also provides that the Company will indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act, or contribute to payments the Underwriters may be required to
make because of any of those liabilities.
Certain of the Underwriters and their respective affiliates have, from time to
time, performed, and may in the future perform, various investment banking
services for the Company for which they received or will receive customary fees
and expenses.
The closing of the IPO occurred on December 9, 2019.
The foregoing summary of the Underwriting Agreement is qualified in its entirety
by reference to the full text of the Underwriting Agreement, a copy of which is
attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Representative's Warrant Agreement
On December 9, 2019, pursuant to the Underwriting Agreement, the Company entered
into a representative's warrant agreement (the "Representative's Warrant
Agreement") with certain affiliates of the Representative. Pursuant to the
Representative's Warrant Agreement, the Company provided certain affiliates of
the Representative with a warrant to purchase 115,000 shares of Common Stock in
the aggregate. Such warrant may be exercised beginning on the date that is 180
days after the date on which the Registration Statement became effective until
the date that is five years after the date on which the Registration Statement
became effective. The initial exercise price of the Representative's Warrant
Agreement is $6.25 per share.
The foregoing summary of the Representative's Warrant Agreement is qualified in
its entirety by reference to the full text of the Representative's Warrant
Agreement, a copy of which is attached as Exhibit 4.1 to this Current Report on
Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
Exhibit No. Description
1.1 Underwriting Agreement, dated December 4, 2019, by and between LMP
Automotive Holdings, Inc. and ThinkEquity, a division of Fordham
Financial Management, Inc. (as representative of the underwriters
named therein).
4.1* Representative's Warrant Agreement, dated December 9, 2019, by and
between LMP Automotive Holdings, Inc. and Fordham Financial
Management, Inc.
99.1* Schedule I
* The Representative's Warrants issued by the Company to each of the entities
and individuals set forth on Exhibit 99.1, all of whom are affiliates of the
Representative, are substantially identical in all material respects to the
Representative's Warrant issued to Fordham Financial Management, Inc. and filed
as an exhibit hereto, except as to the recipient of such warrants and the number
of shares of Common Stock issuable upon exercise of such warrants. Pursuant to
Instruction 2 to Item 601 of Regulation S-K, we have omitted filing copies of
such warrants as exhibits to this Current Report on Form 8-K and have filed a
schedule as Exhibit 99.1 hereto identifying the other warrants omitted and
setting forth the material details in which such warrants differ from the
warrant filed herewith.
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