micromobility.com Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Regulation FD Disclosure, Financial Statements and Exhibits
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Item 1.01 Entry Into a Material Definitive Agreement
Securities Purchase Agreement
On August 19, 2024, micromobility.com Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) by and between Overseas Moped Investment and Holding Pte Ltd., a Singapore corporation (the “Purchaser”), and the Company. Pursuant to that Purchase Agreement, we agreed to sell all of the issued and outstanding capital stock of Wheels Labs, Inc. (“Wheels”), a wholly owned subsidiary of the Company, to the Purchaser in exchange for a purchase price of $1.00 and the Purchaser’s assumption of Wheel’s assets and liabilities, inclusive of Wheels’ intellectual property, and the Company’s release of Wheels’ current operational, legal and future loss contingencies. The Purchase Agreement includes customary representations and warranties on behalf of both the Company and the Purchaser. The Purchase Agreement also provides for customary provisions for termination by either party, including in the event of breach of the Purchase Agreement, subject to cure.
The foregoing description of the Purchase Agreement is not intended to be complete and is qualified in its entirety by reference to the full text of the form of Purchase Agreement, a copy of which is filed as Exhibit 10.1 and incorporated by reference herein.
Item 2.01 Completion of Acquisition or Disposition of Assets
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.
Item 7.01. Regulation FD Disclosure
On August 21, 2024, the Company issued a press release announcing the entry into the Purchase Agreement. A copy of the press release is attached as Exhibit 99.1 hereto and is hereby incorporated by reference in its entirety.
The information set forth in Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number |
Description | |
| 10.1 | Securities Purchase Agreement, dated August 19, 2024, between Overseas Moped Investment and Holding Pte Ltd. and the Company | |
| 99.1 | ||
| 104 | Cover page of this Current Report on Form 8-K formatted in Inline XBRL |
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: August 21, 2024
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micromobility.com Inc. | ||
| By: | /s/ Salvatore Palella | |
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Name: Title: |
Salvatore Palella Chief Executive Officer | |