SOLO Electrameccanica Vehicles Corporation

 

 

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): November 28, 2023

 

 

ELECTRAMECCANICA VEHICLES CORP.

(Exact name of registrant as specified in its charter)

 

 

British Columbia, Canada	001-38612	98-1485035
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

 

6060 Silver Drive Third Floor Burnaby, British Columbia, Canada		V5H 0H5
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (604) 428-7656

 

Not applicable
(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
Common Shares, no par value	SOLO	The Nasdaq Stock Market LLC

 

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 8.01

Other Events.

 

On November 28, 2023, ElectraMeccanica Vehicles Corp. (“ElectraMeccanica”) announced that it has entered into a settlement agreement (the “Settlement Agreement”) by and among ElectraMeccanica, Tevva Motors Limited (“Tevva”), 1432952 B.C. Ltd. (“Holdco”), 1432957 B.C. Ltd. (“Parentco”) and Susan E. Docherty, ElectraMeccanica’s Chief Executive Officer and Interim Chief Operating Officer (collectively, the “Parties”), relating to the termination of that certain arrangement agreement (the “Arrangement Agreement”), dated August 14, 2023, by and among ElectraMeccanica, Tevva, Holdco and Parentco. Pursuant to the terms of the Settlement Agreement, the Parties have agreed to, among other things, the following: (i) Tevva will dismiss, with prejudice, its previously filed federal and state court complaints relating to the Arrangement Agreement and the transactions contemplated therein; (ii) ElectraMeccanica will forgive the approximately $6.1 million due from Tevva under the term loan facility (the “Working Capital Facility”) previously provided by ElectraMeccanica, and will enter into a release of the debenture securing Tevva’s obligations under the Working Capital Facility; (iii) a general release and waiver between ElectraMeccanica, Parentco, Holdco and Ms. Docherty, on the one hand, and Tevva on the other hand, in favor of the other party; and (iv) ElectraMeccanica will pay Tevva $380,000 in connection with the Settlement Agreement.

 

As previously disclosed in ElectraMeccanica’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, ElectraMeccanica had determined that the loan receivable advanced pursuant to the Working Capital Facility was fully impaired and recorded an impairment loss of $6 million in its condensed consolidated statement of operations and comprehensive loss for the third quarter of 2023.

 

On November 28, 2023, ElectraMeccanica issued a press release relating to the Settlement Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference in its entirety.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)           Exhibits.  

 

Exhibit
Number	Description
99.1	Press Release, dated November 28, 2023
104	Cover Page Interactive Data File (cover page XBRL tags are embedded within the Inline XBRL document)

 

 

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.

 

Date: November 28, 2023	ELECTRAMECCANICA VEHICLES CORP.
	By:	/s/ Michael Bridge
		Michael Bridge
		General Counsel and Corporate Secretary

 

 

Exhibit 99.1

 

ELECTRAMECCANICA AND TEVVA RESOLVE MERGER LITIGATION

 

MESA, AZ – NOVEMBER 28, 2023 (BUSINESSWIRE) - ElectraMeccanica Vehicles Corp. (NASDAQ: SOLO) (“ElectraMeccanica”), a designer and assembler of electric vehicles, today announced the amicable resolution of litigation with Tevva Motors Limited (“Tevva”) relating to the termination of the previously-announced arrangement agreement, dated August 14, 2023, by and among the parties. The parties’ agreement resolves Tevva’s claims against ElectraMeccanica, 1432952 B.C. Ltd. (“Holdco”), 1432957 B.C. Ltd. (“Parentco”) and Susan E. Docherty, ElectraMeccanica’s Chief Executive Officer and Interim Chief Operating Officer, as well as counterclaims that ElectraMeccanica was prepared to file against Tevva and others in relation to the original arrangement agreement.

 

ElectraMeccanica and Tevva agreed that it was in their mutual best interests to resolve any litigation relating to the arrangement agreement with no attribution or admission of wrongdoing by any party. The parties further believe that they are best served by moving forward as independent companies with their respective business models. ElectraMeccanica and Tevva will continue to pursue their respective futures as leaders and innovators in the growing electrification market.

 

ElectraMeccanica believes that it remains well-capitalized and intends to continue exploring other strategic third-party opportunities and potential options for its business.

 

About ElectraMeccanica

 

ElectraMeccanica (NASDAQ: SOLO) is a designer and assembler of environmentally efficient electric vehicles intended to enhance the urban driving experience, including commuting, delivery and shared mobility.

 

 

Safe Harbor Statement

 

Except for the statements of historical fact contained herein, the information presented in this news release and oral statements made from time to time by representatives of ElectraMeccanica or Tevva are or may constitute “forward-looking statements” as such term is used in applicable United States and Canadian laws and including, without limitation, within the meaning of the Private Securities Litigation Reform Act of 1995, for which the parties claim the protection of the safe harbor for forward-looking statements. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management. Any other statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “expects” or “does not expect,” “is expected,” “anticipates” or “does not anticipate,” “plans,” “estimates” or “intends,” or stating that certain actions, events or results “may,” “could,” “would,” “might” or “will” be taken, occur or be achieved) are not statements of historical fact and should be viewed as forward-looking statements. Forward-looking statements include, but are not limited to, statements concerning the parties’ intentions and expectations relating to the settlement agreement, the parties’ belief that they are best served by moving forward as independent companies with their respective business models, and ElectraMeccanica’s belief that it remains well-capitalized and intends to continue exploring other strategic third-party opportunities and potential options for its business. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of ElectraMeccanica or Tevva to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such risks and other factors include, among others, ElectraMeccanica’s ability to identify, negotiate, and conclude strategic transactions that increase shareholder value, and other risks of the automotive industry including, without limitation, those associated with the environment, delays in obtaining governmental approvals, permits or financing or in the completion of development or construction activities or claims limitations on insurance coverage. Although ElectraMeccanica and Tevva have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Although ElectraMeccanica and Tevva believe that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, they can give no assurance that their expectations will be achieved. Forward-looking information is subject to certain risks, trends and uncertainties that could cause actual results to differ materially from those projected. Many of these factors are beyond ElectraMeccanica’s and Tevva’s ability to control or predict. Other important factors that may cause actual results to differ materially and that could impact ElectraMeccanica and the statements contained in this news release can be found in ElectraMeccanica’s filings with the Securities and Exchange Commission (the “SEC”), including its Annual Report on Form 10-K for the fiscal year ended December 31, 2022, its Quarterly Reports on Form 10-Q filed with the SEC during 2023, as well as in its subsequent filings with the SEC. ElectraMeccanica and Tevva assume no obligation to update or supplement any forward-looking statements whether as a result of new information, future events or otherwise. Accordingly, readers should not place undue reliance on forward-looking statements contained in this news release and in any document referred to in this news release. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities.

 

ElectraMeccanica Contact:

John Franklin

ir@emvauto.com

 

# # #

 

 

v3.23.3

Cover	Nov. 28, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 28, 2023
Entity File Number	001-38612
Entity Registrant Name	ELECTRAMECCANICA VEHICLES CORP.
Entity Central Index Key	0001637736
Entity Tax Identification Number	98-1485035
Entity Incorporation, State or Country Code	A1
Entity Address, Address Line One	6060 Silver Drive
Entity Address, Address Line Two	Third Floor
Entity Address, City or Town	Burnaby
Entity Address, State or Province	BC
Entity Address, Country	CA
Entity Address, Postal Zip Code	V5H 0H5
City Area Code	604
Local Phone Number	428-7656
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Shares, no par value
Trading Symbol	SOLO
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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