Current Report Filing (8-k)
June 09 2023 - 9:40AM
Edgar (US Regulatory)
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0001691077
2023-06-07
2023-06-07
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xbrli:shares
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xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): June 7, 2023
EVmo,
Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-39132 |
|
81-3028414 |
(State
or other jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
Number) |
2301
North Sepulveda Boulevard
Manhattan
Beach, California |
|
90266 |
| (Address
of registrant’s principal executive offices) |
|
(Zip
code) |
(310)
926-2643
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
symbol(s) |
|
Name
of each exchange on which registered |
| None. |
|
None. |
|
None. |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
8.01 Other Events.
On
June 7, 2023, EVmo, Inc., a Delaware corporation (the “Company”), issued a press release relating to its execution of a letter
of intent (the “LOI”) to merge with micromobility.com, Inc., a Delaware corporation whose common stock is listed for trading
on the Nasdaq Stock Market under the ticker symbol “MCOM”. As contemplated by the LOI, the Company will merge with and into
a newly-formed subsidiary of MCOM and Company shareholders will receive common shares of MCOM in a stock-for-stock exchange at a ratio
that is yet to be determined.
After
the merger, it is expected that the Company will continue to exist as a wholly-owned subsidiary of MCOM and that Company shareholders
will comprise a meaningful minority equity percentage of the consolidated company. The parties have agreed in the LOI to negotiate in
good faith toward the completion and execution of a definitive merger agreement that will, among other terms and commitments, set forth
the share exchange ratio. The parties have also agreed to collaborate on the drafting of a registration statement on Form S-4 (the “S-4”),
which will relate to the issuance of equity securities as merger consideration, and its filing with the Securities & Exchange Commission
(the “SEC”).
The
proposed merger is subject to several conditions, including, among other things, satisfactory due diligence having been performed by
each party, approval of each party’s respective board of directors, the absence of any material adverse change occurring since
the date the LOI was signed, the S-4 having been granted effectiveness by the SEC, and the execution of the definitive merger agreement
and related agreements by both parties.
The
merger documents are expected to be completed and signed within 30 days of the date of the LOI and the parties expect to complete the
transaction after the satisfaction of the conditions thereto, specifically within 60 days after the filing of the S-4 with the SEC.
A
copy of the press release is filed as Exhibit 99.1 to this current report on Form 8-K.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
| Date:
June 9, 2023 |
EVmo,
Inc. |
| |
|
|
| |
By: |
/s/
Stephen M. Sanchez |
| |
Name:
|
Stephen
M. Sanchez |
| |
Title: |
Chief
Executive Officer |
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