Helbiz Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Unregistered Sales of Equity Securities, Financial Statements and Exhibits
UNITED STATES
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| Item 1.01 | Entry into a Material Definitive Agreement. |
Convertible Promissory Note
On October 26, 2023, we issued and sold a convertible promissory note with an aggregate principal amount of $1.5 million (the “Promissory Note”) in a private placement to YA II PN, Ltd. (“Yorkville”) under the Standby Equity Purchase Agreement dated as of March 8, 2023 between us and Yorkville (the “SEPA”). We intend to use the proceeds from the sale of the Promissory Note for working capital and other general corporate purposes.
The holder may convert the Promissory Note into shares of our Class A Common Stock (the “Common Stock”) at a conversion price of $0.25 (the “Conversion Price”) any time prior to the Maturity Date, subject to the terms and conditions of the Promissory Note, provided that there may be no such conversion if such conversion would cause the holder to beneficially own more than 4.99% of our common stock. The Promissory Note is to be repaid in one installment of $1,500,000 on February 29, 2024 (the “Maturity Date”). Interest shall not accrue on the outstanding principal balance of the Promissory Note unless and until there is an event of default, upon the occurrence of which, interest shall accrue at a rate of 15% per year until collected in full. The Promissory Note has a 15% original issue discount for gross proceeds of $1.275 million. Any repayments of the Promissory Note in cash carry a 5% redemption premium.
The foregoing description of the Promissory Note does not purport to be complete and is qualified in its entirety by reference to the full text of the Promissory Note, a copy of which is filed with this Current Report on Form 8-K as Exhibit 4.1 hereto and is hereby incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a registrant. |
The information set forth in Item 1.01 of this Current Report on Form 8-K under the heading “Convertible Promissory Note” is incorporated herein by reference.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The information set forth under Item 1.01 of this Current Report on Form 8-K under the heading “Convertible Promissory Note,” is incorporated herein by reference.
On October 26, 2023, we issued and sold the Promissory Note to Yorkville in a private placement pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). We offered and sold the Promissory Note to Yorkville in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act without the involvement of any underwriter. We relied on this exemption from registration based in part on representations made by Yorkville in the SEPA.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit Number |
Description | |
| 4.1 | Convertible Promissory Note dated as of October 26, 2023, between the Company and YA II PN, Ltd. | |
| 104 | Cover page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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: October 30, 2023
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micromobility.com Inc. | ||
| By: | /s/ Salvatore Palella | |
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Name: Title: |
Salvatore Palella Chief Executive Officer | |