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): ~~September~~November 213, 2025

Phoenix Motor Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-41414

85-4319789

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

1500 Lakeview Loop

Anaheim, CA

92807

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (909) 987-0815

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:

☐	Written communications pursuant to Rule 425 under the Securities Act

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under 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, par value $0.0004 per share		PEVM		~~The~~OTC ~~Nasdaq~~Markets ~~Stock~~Group Capital Market LLC*Inc.

*Trading of the registrant’s common stock on Nasdaq was suspended on April 15, 2025. The registrant’s common stock is currently quoted on the OTC Pink Limited Market under the symbol “PEVM”.

☒	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).

☐	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 5.0203. ~~Departure~~Amendments ofto ~~Directors~~Articles ~~or Certain Officers; Election~~ of ~~Directors;~~Incorporation ~~Appointment~~or ~~of Certain Officers~~Bylaws; ~~Compensatory~~Change ~~Arrangements~~in ofFiscal ~~Certain Officers~~Year.

~~Phoenix~~On November 13, 2025, the Board of Directors (the “Board”) of Phoenix Motor Inc. (the “Company”) ~~has~~approved ~~appointed~~an ~~Tony~~amendment to ~~Shen as~~ the Company’s ~~Chief~~Bylaws ~~Financial~~(the ~~Officer,~~“Bylaws”) ~~effective~~to asreduce ofthe ~~September~~quorum requirement for stockholder meetings from a majority to 2,one-third ~~2025~~(33 1/3%) of the shares of capital stock issued and outstanding and entitled to vote (the “Bylaw Amendment”).

~~Tony~~The ~~Shen,~~amendment ~~age~~to ~~58,~~the ~~brings~~Bylaws ~~more than 15 years of experience~~ as ~~CFO~~discussed ~~of U.S.-listed and pre-IPO companies~~above, ~~with~~which awas ~~proven~~effective ~~track~~upon ~~record~~adoption inby ~~building shareholder~~the ~~value~~Board, ~~fundraising,~~amended ~~and~~Article ~~navigating complex global financial markets. From 2016 to 2019~~II, ~~Mr.~~Section ~~Shen~~4 ~~served as CFO~~ of HCthe ~~Financial~~Bylaws ~~Group, where he managed finance and operations across 10+ companies and led strategic acquisitions~~ in ~~the~~its ~~insurance~~entirety ~~and lending sectors. He previously held CFO roles at DHGate, a leading cross-border e-commerce platform, from 2014~~ to ~~2015;~~read ~~and at Ku6 Media, a Nasdaq-listed video platform, from 2010 to 2013. Mr. Shen also served~~ as CFO of China BAK Battery and eLong Inc., both U.S.-listed companies, where he delivered operating improvements, raised strategic capital, and achieved first-time profitability milestones. Earlier in his career, Mr. Shen held senior finance positions at Solectron (later Flextronics), Digital Equipment Corp., and Siemens AG China. Mr. Shen holds an MBA in Finance from Columbia Business School and a BE in Electrical Engineering from Tsinghua University.follows:

Section 4. Quorum. The holders of one-third (33 1/3%) of the shares of capital stock issued and outstanding and entitled to vote represented in person or by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided by statute or by the Certificate of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders present in person or represented by proxy shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.

The Board also authorized the Company to submit the Bylaw Amendment for ratification by stockholders at the Company’s upcoming 2025 Annual Meeting of Stockholders. If approved by stockholders, the Bylaw Amendment will be formally ratified; if not approved, the Board has the authority to maintain the amendment in accordance with Delaware law.

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

Item 9.01.		Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description

3.1		Bylaws of Phoenix Motor Inc., as amended by the Bylaw Amendment.

104		Cover Page Interactive Data File (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.

Dated: September 4, 2025	PHOENIX MOTOR INC.
Dated: November 19, 2025	PHOENIX MOTOR INC.
	By:	/s/ Xiaofeng Denton Peng
	Name:	Xiaofeng Denton Peng
	Title:	Chief Executive Officer and Chairman of the Board

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