Item 1.01 Entry into a Material Definitive Agreement.

Securities Purchase Agreement

On September 8, 2022, EVO Transportation & Energy Services, Inc. (the "Company"), EVO Holding Company, LLC ("EVO HoldCo") and Antara Capital Master Fund LP (the "Antara") entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") and consummated certain transactions contemplated therein relating to a transaction involving the recapitalization of the Company, which contemplates, among other things, the sale and issuance of new equity by the Company and the cancellation of certain indebtedness in exchange for equity of the Company and or its subsidiaries (the "Recapitalization Transactions"). Pursuant to the Securities Purchase Agreement, Antara purchased from the Company (i) 22,353,696 immediately exercisable warrants to purchase 22,353,696 shares of common stock of the Company at $0.0001 per share and (ii) an additional 319,213,143 warrants to purchase 319,213,143 shares of common stock of the Company at $0.0001 per share that will be exercisable following the adoption of an amendment to the Company's certificate of incorporation to effect the increase in the number of authorized shares of the Company's common stock, par value $0.0001, from 100,000,000 to 600,000,000 (the "Charter Amendment"). Each warrant issued to Antara may be exercised for cash or on a cashless basis, pursuant to the terms of such warrants, for a period of five years from the date of issuance. Antara paid the Company approximately $12,688,000 for the warrants issued under the Securities Purchase Agreement, calculated as $15,057,000 less the sum of (i) a backstop commitment discount of $1,500,00, (ii) $750,000 for the purchase of a preferred interest in EVO Holding Company, LLC as described under the heading "Amended and Restated Limited Liability Company Operating Agreement" and (iii) approximately $70,000, representing the aggregate exercise price of the warrants issued to Antara under the Securities Purchase Agreement and certain warrants exercised by Antara prior to entry into the Securities Purchase Agreement.

In connection with the Recapitalization Transactions, the Securities Purchase Agreement also contemplates a series of other transactions, exchanges and issuances including that the Company will include the following securities: (i) warrants entitling certain exchanging creditors to purchase from the Company a specified number of shares of common stock of the Company representing their pro rata share of 10% of the equity being issued to such exchanging creditors on an aggregate basis pursuant to the Recapitalization Transactions; (ii) approximately 8% of the Company's common stock on a pro-forma basis after giving effect to the Recapitalization Transactions granted to members of management, critical stakeholders or reserved for future issuance; (iii) warrants entitling certain exchanging creditors to purchase from the Company a specified number of shares of common stock of the Company collectively representing 5% of the Company's post-Recapitalization Transactions common stock on a fully diluted basis (without giving effect to the management incentive plan or securities convertible into common stock at an exercise price above $0.01 per share) at a purchase price per share of $0.53; and (iv) warrants entitling certain exchanging creditors to purchase from the Company a specified number of shares of common stock of the Company collectively representing 5% of the Company's post-Recapitalization Transactions common stock on a fully diluted basis (without giving effect to the management incentive plan or securities convertible into common stock at an exercise price above $0.01 per share) at a purchase price per share of $0.63. As a condition to closing the transactions contemplated by the Securities Purchase Agreement, and as part of the Recapitalization Transactions, the Company obtained, among other things, the agreement of certain vendors of the Company to extended payment schedules for past due amounts.

The foregoing summary of the material terms of the Securities Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Securities Purchase Agreement, which is filed as an exhibit to this Current Report on Form 8-K and incorporated herein by reference.

Creditor Exchange Agreements

On September 8, 2022, the Company and certain of its subsidiaries entered into certain Exchange Agreements (the "Exchange Agreements") with each of Danny Cuzick, John and Ursula Lampsa, Billy (Trey) Peck Jr., Mohsin Meghji, and Robert Mendola (collectively, the "Exchanging Creditors"). Pursuant to the Exchange Agreements, the Exchanging Creditors exchanged promissory notes issued by the Company and its subsidiaries in the aggregate amount of principal and accrued interest of approximately $18.3 million for (i) warrants to purchase 52,304,758 shares of common stock of the Company at $0.0001 per share that will be exercisable following the adoption of the Charter Amendment, (ii) warrants to purchase 33,284,846 shares of common stock of the Company at $0.53 per share that will be exercisable following the adoption of the Charter Amendment, and (iii) promissory notes in the aggregate principal amount of approximately $3,670,000 (the "Takeback Notes"). The Takeback Notes bear interest at 3% per annum, are unsecured, and have a maturity date of September 8, 2027. Interest on the Takeback Notes is payable in cash or in kind at the Company's option. Each warrant issued to the Exchanging Creditors at an exercise price of $0.0001 per share may be exercised for cash or on a cashless basis, pursuant to the terms of such warrants, for a period of thirty days following the date the Company's board of directors adopts the Charter Amendment. Each warrant issued to the Exchanging Creditors at an exercise price of $0.53 per share may be exercised for cash or on a cashless basis, pursuant to the terms of such warrants, for a period of five years from the date of issuance.

The foregoing summary of the material terms of the Exchange Agreements and the Takeback Notes does not purport to be complete and is qualified in its entirety by reference to the full text of the Exchange Agreements and the Takeback Notes, which are filed as exhibits to this Current Report on Form 8-K and incorporated herein by reference.

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Amended and Restated Limited Liability Company Operating Agreement

Pursuant to the Securities Purchase Agreement, on September 8, 2022, the Company, Antara, and EVO HoldCo entered into an Amended and Restated Limited Liability Company Operating Agreement (the "A&R LLC Agreement") that amended and restated the existing limited liability company agreement of EVO HoldCo. Pursuant to the A&R LLC Agreement and the Securities Purchase Agreement, EVO HoldCo issued one convertible preferred membership interest in EVO HoldCo (the "Preferred Interest") to Antara. The Preferred Interest is convertible at Antara's election during the Conversion Period into 99% of the percentage interest of common membership interests of EVO HoldCo. The "Conversion Period" is defined as each date of determination on which (i) Consolidated EBITDA for . . .

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure set forth in Item 1.01 regarding the Takeback Notes is incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure set forth in Item 1.01 regarding the warrants issued to Antara and the Exchanging Creditors is incorporated by reference into this Item 3.02. The summary of the material terms of the warrants incorporated herein by reference does not purport to be complete and is qualified in its entirety by reference to the full text of the warrants, which are filed as exhibits to this Current Report on Form 8-K and are incorporated herein by reference.

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Item 9.01 Financial Statements and Exhibits.



Exhibit No.    Description
10.1             Securities Purchase Agreement dated September 8, 2022 by and
               among EVO Transportation & Energy Services, Inc., EVO Holding
               Company, LLC and Antara Capital Master Fund LP
10.2             Exchange Agreement dated September 8, 2022 between EVO
               Transportation & Energy Services, Inc. and Danny Cuzick
10.3             Exchange Agreement dated September 8, 2022 between EVO
               Transportation & Energy Services, Inc., EVO Equipment Leasing,
               LLC, and John and Ursula Lampsa
10.4             Exchange Agreement dated September 8, 2022 between EVO
               Transportation & Energy Services, Inc. and Billy (Trey) Peck
               Jr.
10.5             Exchange Agreement dated September 8, 2022 between EVO
               Transportation & Energy Services, Inc. and Mohsin Meghji
10.6             Exchange Agreement dated September 8, 2022 between EVO
               Transportation & Energy Services, Inc. and Robert Mendola
10.7             Unsecured Promissory Note dated September 8, 2022 between EVO
               Transportation & Energy Services, Inc. and Danny Cuzick
10.8             Unsecured Promissory Note dated September 8, 2022 between EVO
               Transportation & Energy Services, Inc. and John and Ursula
               Lampsa
10.9             Unsecured Promissory Note dated September 8, 2022 between EVO
               Transportation & Energy Services, Inc. and Billy (Trey) Peck
               Jr.
10.10            Unsecured Promissory Note dated September 8, 2022 between EVO
               Transportation & Energy Services, Inc. and Mohsin Meghi
10.11            Unsecured Promissory Note dated September 8, 2022 between EVO
               Transportation & Energy Services, Inc. and Robert Mendola
10.12            Amended and Restated Limited Liability Company Operating
               Agreement dated September 8, 2022 between EVO Holding Company,
               LLC, EVO Transportation & Energy Services, Inc. and Antara
               Capital Master Fund LP
10.13            Sixth Loan Extension Agreement dated September 8, 2022 between
               and among EVO Transportation & Energy Services, Inc., certain of
               its subsidiaries as guarantors, Antara Capital Master Fund LP,
               Damon R. Cuzick, Bridgewest Growth Fund LLC, and Batuta Capital
               Advisors LLC
10.14            First Amendment to Loan and Security Agreement dated September
               8, 2022 between EVO Transportation & Energy Services, Inc.,
               Thunder Ridge Transport, Inc., Billy (Trey) Peck Jr., and Clean
               Energy
10.15            First Amendment of Lease dated September 8, 2022 between Ursa
               Major Corporation and Ursa Oak Creek LLC
10.16            First Amendment of Lease dated September 8, 2022 between Ursa
               Major Corporation and Ursa Group LLC
10.17            Warrant dated September 8, 2022 between EVO Transportation &
               Energy Services, Inc. and Antara Capital Master Fund LP
               (immediately exercisable)
10.18            Warrant dated September 8, 2022 between EVO Transportation &
               Energy Services, Inc. and Antara Capital Master Fund LP (14C
               warrant)
10.19            Warrant dated September 8, 2022 between EVO Transportation &
               Energy Services, Inc. and Danny Cuzick ($0.0001)
10.20            Warrant dated September 8, 2022 between EVO Transportation &
               Energy Services, Inc. and Danny Cuzick ($0.53)
10.21            Warrant dated September 8, 2022 between EVO Transportation &
               Energy Services, Inc. and John and Ursula Lampsa ($0.0001)
10.22            Warrant dated September 8, 2022 between EVO Transportation &
               Energy Services, Inc. and John and Ursula ($0.53)
10.23            Warrant dated September 8, 2022 between EVO Transportation &
               Energy Services, Inc. and Billy (Trey) Peck Jr. ($0.0001)
10.24            Warrant dated September 8, 2022 between EVO Transportation &
               Energy Services, Inc. and Billy (Trey) Peck Jr. ($0.53)
10.25            Warrant dated September 8, 2022 between EVO Transportation &
               Energy Services, Inc. and Mohsin Meghji ($0.0001)
10.26            Warrant dated September 8, 2022 between EVO Transportation &
               Energy Services, Inc. and Mohsin Meghji ($0.53)
10.27            Warrant dated September 8, 2022 between EVO Transportation &
               Energy Services, Inc. and Robert Mendola ($0.0001)
10.28            Warrant dated September 8, 2022 between EVO Transportation &
               Energy Services, Inc. and Robert Mendola ($0.53)

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104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

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