micromobility.com Inc. filed SEC Form 8-K: Unregistered Sales of Equity Securities, Changes in Control of Registrant, Regulation FD Disclosure, Financial Statements and Exhibits
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Item 3.02 Unregistered Sale of Equity Securities.
The issuance described below in Item 5.01 is incorporated herein. Such issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act as the shares were sold to an accredited investor.
Item 5.01 Changes in Control of Registrant.
Convertible Note Agreement with Palella Holdings LLC
On January 31, 2024, micromobility.com Inc. (the “Company”) issued Palella Holdings LLC, a Delaware limited liability company (the “Investor”) and an entity controlled by the Company’s Chief Executive Officer and Chairman, a convertible note (the “Note”). On June 10, 2024, the Investor and the Company entered into a conversion agreement, pursuant to which the Investor converted $705,441.98 of principal on the Note into 47,029,465 shares of common stock of the Company at a conversion price of $0.015. The form of the Note was previously reported in our Form 10-K filed with the Securities and Exchange Commission on April 16, 2024. As a result of such conversion, the Investor acquired control of 51% of the outstanding shares in the Company as of June 10, 2024. The Investor used its own personal funds to acquire the shares under the Note and did not borrow any funds to acquire the shares.
Item 7.01. Regulation FD Disclosure.
On June 11, 2024, the Company issued a press release announcing the appointment change of control and its strategic partnership with Palella Holdings, LLC. 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 | |
| 99.1 | Press Release entitled “micromobility.com Inc. Announces Change in Control: Palella Holdings LLC Acquires 51% of MCOM Stock”, dated June 10, 2024, issued by micromobility.com Inc. | |
| 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: June 11, 2024
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micromobility.com Inc. | ||
| By: | /s/ Salvatore Palella | |
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Name: Title: |
Salvatore Palella Chief Executive Officer | |