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EX-99.2 - UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF THE COMPANY AS O - LMP Automotive Holdings, Inc.ea141119ex99-2_lmpautomotive.htm
EX-99.1 - AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF BACHMAN AS OF DECEMBER 31, 2020 AND - LMP Automotive Holdings, Inc.ea141119ex99-1_lmpautomotive.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K/A

Amendment No. 1

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): June 29, 2021

 

LMP AUTOMOTIVE HOLDINGS, INC.

(Exact Name of Registrant as Specified in Charter)

 

Delaware   333-236260   82-3829328
(State or Other Jurisdiction
of Incorporation)
  (Commission File Number)   (IRS Employer
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)

 

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 (see General Instruction A.2. below):

 

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. ☐

 

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 Stock, $0.0001 par value per share   LMPX   NASDAQ Capital Market

 

 

 

 

 

 

EXPLANATORY NOTE

 

This Current Report on Form 8-K/A (this “Amendment No. 1”) is being filed to amend and supplement “Item 9.01 – Financial Statements and Exhibits,” included in the initial report on Form 8-K filed by LMP Automotive Holdings, Inc. (the “Company”) on March 24, 2021 (the “Initial Filing”), to include the required audited consolidated financial statements related to the Company’s acquisition of (i) a motor vehicle dealership located at 3365 East Andrew Johnson Highway, Greenville, Tennessee (the “Bachman Dealership”), contemplated by that certain Asset Purchase Agreement, dated as of August 28, 2020, by and among the Company, Bachman-Bernard Chevrolet-Buick-GMC-Cadillac, Inc., Philip M. Bachman, Jr. (“PMB”) and Myron Bernard (“MB”) and (ii) the real property, buildings and improvements located at the Bachman Dealership, pursuant to the terms of that certain Real Estate Purchase Agreement, dated as of August 28, 2020, by and among 601 NSR, LLC, a wholly-owned subsidiary of the Company, PMB and MB (the acquired assets, collectively, “Bachman” and such acquisition, the “Bachman Acquisition”), pursuant to Rule 3-05(b) of Regulation S-X, and the unaudited pro forma condensed combined financial statements for the combined Company and Bachman pursuant to Article 11 of Regulation S-X. The required audited consolidated financial statements and unaudited pro forma condensed combined financial statements are filed as exhibits to this report under Item 9.01.

 

The information previously reported on the Initial Filing is incorporated by reference into this Amendment No. 1. The other items to the Initial Filing further remain unchanged and are not amended hereby.

 

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Item 9.01. Financial Statements and Exhibits

 

(a) Financial Statements of Businesses Acquired.

 

The audited consolidated financial statements of Bachman as of and for the year ended December 31, 2020 are attached hereto as Exhibit 99.1 and are incorporated herein by reference.

  

(b) Pro Forma Financial Information.

 

The unaudited pro forma condensed combined financial information of the Company giving effect to the Bachman Acquisition as of and for the year ended December 31, 2020 are attached as Exhibit 99.2 and are incorporated by reference herein.

 

(d) Exhibits

 

Exhibit No.   Description
99.1   Audited consolidated financial statements of Bachman as of December 31, 2020 and the notes related thereto and the Independent Auditors’ Reports thereon.
99.2   Unaudited Pro Forma Condensed Combined Financial Information of the Company as of and for the year ended December 31, 2020.

 

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SIGNATURE

 

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: June 29, 2021

 

  LMP AUTOMOTIVE HOLDINGS, INC.
   
  By: /s/ Sam Tawfik
    Name: Sam Tawfik
    Title: Chief Executive Officer

 

 

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