Item 1.01 Entry into a Material Definitive Agreement.
Loan Extension Agreements
On
The foregoing summary of the material terms of the Second Extension Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Extension Agreement, which is filed as an exhibit to this Current Report on Form 8-K and incorporated herein by reference.
On
The foregoing summary of the material terms of the Third Extension Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Extension Agreement, which is filed as an exhibit to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.01 Changes in Control of Registrant.
On
Under the Certificate of Designations, prior to a payment default under the Bridge Loan Agreement (a "Bridge Loan Triggering Event") and on and following the date on which all principal and accrued interest (including default interest) payable under the Bridge Loan Agreement has been paid-in-full (the date of such payment-in-full, the "Bridge Loan Discharge Date"), the holders of Series D Preferred will vote together with the holders of the Company's common stock as a single class on any matter presented to the holders of the Company's common stock for their action or consideration at any meeting of stockholders of the Company (or by written consent of stockholders in lieu of meeting) or on which such holders of common stock are otherwise entitled to act (each, a "Shareholder Matter"), and the holders of Series D Preferred will be entitled to cast a number of votes on any Shareholder Matter equal to the total number of votes of all non-holders of Series D Preferred entitled to vote on any such Shareholder Matter plus 10. From the occurrence of a Bridge Loan Triggering Event to (but excluding) the Bridge Loan Discharge Date, the holders of Series D Preferred (in their capacity as such) will have no voting rights except as otherwise required by law. In addition, the Certificate of Designations provides that governance mechanisms that could have the effect of limiting, reducing or adversely affecting the Series D Preferred holders' voting rights under
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the Certificate of Designations will require the consent of holders of a majority of the then outstanding (the "Series D Majority") Series D Preferred.
The Series D Majority may elect to waive or decline to exercise any or all voting rights granted under the Certificate of Designations, in whole or in part, on either a revocable or irrevocable basis.
The foregoing summary description of the rights and preferences of the holders of Series D Preferred Stock does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Designations, which is filed as an exhibit to this Current Report on Form 8-K and is incorporated herein by reference.
The issuance of one share of Series D Preferred to Antara on
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The description of the Certificate of Designation set forth in Item 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03 in its entirety.
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Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description 3.1 Certificate of Designations of Series D Non-Participating Preferred Stock ofEVO Transportation & Energy Services, Inc. , datedJuly 13, 2022 4.1 Second Loan Extension Agreement datedJune 30, 2022 between and amongEVO Transportation & Energy Services, Inc. , certain of its subsidiaries as guarantors,Antara Capital Master Fund LP ,Thomas J. Abood ,Damon R. Cuzick ,Bridgewest Growth Fund LLC , andBatuta Capital Advisors LLC 4.2 Third Loan Extension Agreement datedJuly 8, 2022 between and amongEVO Transportation & Energy Services, Inc. , certain of its subsidiaries as guarantors,Antara Capital Master Fund LP ,Thomas J. Abood ,Damon R. Cuzick ,Bridgewest Growth Fund LLC , andBatuta Capital Advisors LLC
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