Lordstown says it plans to move forward with litigation against Foxconn

By Joey Klender

Posted on June 9, 2023

Lordstown Motors has never had a smooth road ahead of it. It has been battling money issues, production bottlenecks, and other issues until it was saved by Foxconn in 2021. However, the company is now planning to move forward with litigation against its lifeline in relation to Foxconn’s allegations of a potential breach of contract.

In May, Lordstown filed an 8-K with the SEC stating that it received a letter from Foxconn in late April, accusing the automaker of breaching its investment agreement “due to its previously disclosed receipt of a notice from the Nasdaq Stock Market LLC indicating that the Company was no longer in compliance with the $1.00 minimum bid price requirement for continued listing on The Nasdaq Global Select Market.”

Lordstown responded by stating the allegations were “without merit,” and the terms of the Investment Agreement would not permit Foxconn to terminate the agreement at the time.

The two companies were in discussions to seek a resolution, but Lordstown stated “no assurances can be given that the parties will reach a resolution of these matters.”

Lordstown shares fell over 30 percent on the news that day.

However, it appears an agreement or negotiations moving toward that have broken down, as Lordstown said in a new 8-K filed earlier this week that it “intends to enforce its rights through litigation” because Foxconn has breached the two companies’ investment agreement through “a pattern of bad faith.”

These moves have “caused material and irreparable harm” to Lordstown, the company said:

“In light of Foxconn’s conduct, the Company believes that it is unlikely that Foxconn will complete the Subsequent Common Closing. The Company believes that Foxconn’s various breaches of the Investment Agreement and pattern of bad faith have caused material and irreparable harm to the Company. Absent a prompt resolution, the Company intends to enforce its rights through litigation.”

There also appears to be a disagreement on terms of the Investment Agreement.

“On June 5, 2023, the Company received the letter attached hereto as Exhibit 99.1 in which Foxconn did not acknowledge its obligation to complete the Subsequent Common Closing and instead asserted that Foxconn’s reading of the Investment Agreement would not allow for the adjustment of the number of shares to be purchased on account of the Company’s recent reverse stock split. Foxconn’s interpretation would give Foxconn the right to purchase a windfall of over 60% of the Company’s Class A common stock for $47.3 million. The Company rejects Foxconn’s interpretation of the Investment Agreement and has so advised Foxconn in a letter dated June 7, 2023 attached hereto as Exhibit 99.2.”

Lordstown has since stated that it is seeking a financial and strategic partner for the production of the Endurance pickup. “We anticipate that production of the Endurance will cease in the near future,” it said in a 10-Q.

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Lordstown says it plans to move forward with litigation against Foxconn