David Elliot Lazar filed a Schedule 13D with the SEC on November 9, 2026, disclosing the acquisition of preferred shares in Highway Holdings Ltd (NASDAQ:HIHO) totaling $7,000,000 in aggregate purchase price, following a triggering event dated November 4, 2026.

Key Highlights

  • Total investment: Lazar purchased 1,750,000 Series AA Preferred Shares at $2.00 per share ($3,500,000) and 1,750,000 Series AAA Preferred Shares at $2.00 per share ($3,500,000), for a combined $7,000,000, according to the filing.
  • Beneficial ownership reported: The filing reports 924,872 common shares beneficially owned, representing 16.7% of the class, derived from conversion of the Series AA Preferred Shares only.
  • Series AAA shares excluded: The 86,981,972 common shares issuable upon conversion of the Series AAA Preferred Shares are excluded from the reported total because shareholder approval and a charter amendment are required before conversion.
  • Leadership changes: Lazar was appointed Chief Executive Officer and a Board member at closing; Roland W. Kohl, Alan Chan, and Ringo Tsang resigned as executive officers.
  • Planned spin-off and dividend: The securities purchase agreement contemplates a pro rata distribution of a new subsidiary's shares to qualifying common shareholders within 365 days of closing, plus a $2,000,000 cash dividend to those holders.
  • Source of funds: The filing states the shares were purchased with personal funds (source code: PF).

Lazar's $7 Million Entry into Highway Holdings and Planned Restructuring

According to the Schedule 13D, David Elliot Lazar, described in the filing as a private investor and citizen of Portugal and Israel, entered into a securities purchase agreement with Highway Holdings Ltd dated November 4, 2026. Under that agreement, Lazar acquired two classes of preferred shares using personal funds. The 1,750,000 Series AA Preferred Shares are convertible into 924,872 common shares, and that conversion right underlies the 16.7% beneficial ownership figure reported. The 1,750,000 Series AAA Preferred Shares are convertible into 86,981,972 common shares but, as the filing states, those shares "are not convertible unless and until Shareholder Approval has been obtained and the charter amendment has taken effect."

The filing discloses several governance changes that took effect at closing. Lazar was appointed Chief Executive Officer and a director, and a nominee selected by him was also appointed to the board. Roland W. Kohl, Alan Chan, and Ringo Tsang resigned as executive officers. Separately, four directors, Roland W. Kohl, Annie Hoi Ling Leung, Brian Chong Tat Chu, and Doron Aharonov, delivered resignation letters that the filing states will become effective immediately after shareholder approval is obtained. Lazar also holds the right, per the filing, to recommend up to five additional individuals for nomination as directors at a special shareholder meeting, subject to applicable independence requirements and Nasdaq Listing Rules.

The securities purchase agreement, as described in Item 4 of the filing, contemplates a reorganization of Highway Holdings' existing business into a new wholly owned subsidiary ("NewCo"), which would assume all liabilities of the legacy business. All NewCo shares would then be distributed on a pro rata basis to qualifying common shareholders within 365 days of closing, alongside a $2,000,000 cash dividend to those same holders. The filing states the reorganization, spin-off, and cash dividend "will be administered by a special committee of independent directors of the Board."

What Was Disclosed

David Lazar filed a Schedule 13D reporting a $7,000,000 purchase of two series of Highway Holdings preferred shares on November 4, 2026, his appointment as CEO and director, related executive resignations, and a planned business reorganization and spin-off structure.