Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Term Loan, Security and Guaranty Agreement and Senior Secured Term Loan Discount Note

On June 1, 2026, Phoenix Motor Inc., a Delaware corporation (the "Company" or the "Borrower"), entered into a Term Loan, Security and Guaranty Agreement (the "Loan Agreement") with the guarantors from time to time party thereto and Concrete Jungle Ltd., a company organized and existing under the laws of the British Virgin Islands, as lender (the "Lender").

Material Terms of the Loan Agreement and the Note

Pursuant to the Loan Agreement, the Lender made available to the Company, on the closing date, a single-draw term loan facility in the principal amount of $4,000,000 (the "Term Loan"), evidenced by a Senior Secured Term Loan Discount Note with a principal face amount of $5,000,000 (the "Note"). The Note matures on May 31, 2027, unless earlier paid in accordance with its terms, and bears interest at a base rate of 10.0% per annum, subject to increase upon the occurrence and during the continuance of an event of default. The Term Loan was issued with original issue discount equal to $1,000,000, representing the excess of the stated redemption price at maturity over the issue price. The Company may prepay the Term Loan at any time, subject to payment of accrued interest and any applicable premiums or make-whole amounts. Mandatory prepayment may be required upon certain events.

The Loan Agreement contains customary affirmative and negative covenants that, among other things, require customary reporting obligations, timely delivery of financial and other information to the Lender, maintenance of corporate existence and legal compliance, maintenance of insurance, notification of certain events, restrictions on incurring additional indebtedness, limitations on creating liens on assets, except for permitted liens, restrictions on assets sales or transfers, except as permitted, and delivery of a valuation report around the fair market value of Phoenix EV and its subsidiaries prepared by a recognized valuation firm.

The Loan Agreement contains customary events of defaults including, among other things, payment defaults, breach of covenants, cross acceleration to material recourse indebtedness, bankruptcy-related defaults, judgment defaults, and the occurrence of certain change of control events.

The obligations under the Loan Agreement and the Note are secured by a first priority perfected security interest in substantially all assets, properties and rights of the Company and the other loan parties, subject to customary exclusions. The guarantors under the Loan Agreement have guaranteed the obligations under the Loan Agreement on a joint and several basis and have granted security interests in substantially all of their respective assets, properties and rights to secure such obligations.

The Loan Agreement also contains certain governance covenants, including the designation by the Lender of individuals to the board of directors of PhoenixEV Inc. and the restriction on changes to such individuals, subject to the terms of the Loan Agreement.

Common Stock Warrant

In connection with the Loan Agreement, on June 1, 2026, the Company also issued to the Lender a Common Stock Purchase Warrant (the "Warrant"). The Warrant entitles the holder to purchase up to 80,896 shares of the Company's common stock, par value $0.0004 per share (the "Common Stock"), at an exercise price of $3.00 per share, subject to adjustment for stock splits, stock dividends, combinations, reclassifications, certain distributions, and certain dilutive issuances. The Warrant has a five-year term and may be exercised at any time prior to its expiration, in whole or in part, on a cash or cashless basis as provided in the Warrant.