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 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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 28, 2023, ElectraMeccanica Vehicles Corp. (the “Company”) entered into a retention agreement with Susan Docherty, the Company’s Chief Executive Officer and Interim Chief Operating Officer (the “Retention Agreement”). Pursuant to the Retention Agreement, Ms. Docherty is eligible to earn a cash retention payment of up to $1,014,000 in the aggregate (the “Retention Payment”) if she remains actively employed by the Company until June 30, 2024. The Retention Payment is payable in three equal installments, with the first payment having vested on October 1, 2023, the second payment vesting on February 14, 2024, and the final payment vesting on June 30, 2024, subject to Ms. Docherty’s active employment through the respective vesting date. Additionally, if Ms. Docherty’s employment is involuntarily terminated prior to June 30, 2024 by the Company for any reason other than Cause (as defined in the Retention Agreement), then any such termination will result in an immediate vesting of the remaining portion of the Retention Payment which has not yet vested.
The foregoing description of the Retention Agreement is not intended to be complete and is qualified in its entirety by reference to the full text of the Retention Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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: December 29, 2023 | ELECTRAMECCANICA VEHICLES CORP. |
| | |
| | By: | /s/ Michael Bridge |
| | | Michael Bridge |
| | | General Counsel and Corporate Secretary |
