Item 1.01. Entry into a Material Definitive Agreement.
On
Under the terms of the Asset Purchase Agreement, and subject to the terms and
conditions set forth therein, Purchaser has agreed to pay cash at closing in an
amount equal to
The Acquisition is contingent upon the approval of a sale order of the
The Asset Purchase Agreement contains customary representations, warranties and
covenants of the Company and Purchaser, including covenants by the Company
related to the competitive bidding process for the Company's assets and the sale
order, a covenant by the Company to continue to operate its business in the
ordinary course and not to sell or lease any of the Acquired Assets (as defined
in the Asset Purchase Agreement). The Asset Purchase Agreement contains certain
termination rights for both Purchaser and the Company and further provides that,
in the event the
The Acquisition will be subject to a competitive bidding process in which third
parties will have the opportunity to bid on the Acquired Assets. An initial
competing bid must meet certain conditions set forth in the Asset Purchase
Agreement and must exceed the stipulated value of Purchaser's bid of
The Company anticipates that proceeds from the Acquisition will be insufficient to satisfy all of its debts and obligations. Consequently, it is highly unlikely that any amounts will ultimately be paid to the Company's stockholders.
The foregoing description of the Asset Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the Asset Purchase Agreement, which is attached hereto as Exhibit 2.1. The Asset Purchase Agreement has been attached as an exhibit to this report to provide investors and security holders with information regarding its terms. The Asset Purchase Agreement is not intended to provide any factual information about the Company or Purchaser.
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Item 8.01. Other Events.
Below is a list of currently scheduled deadlines and hearings related to the sale transaction:
Event Proposed Date Bid Procedures Objection DeadlineMarch 13, 2023 at4:00 p.m. Bid Procedures HearingMarch 16, 2023 at11a.m.
Service of Executory Contract Cure Notice Three (3) business days after entry
of the Bid Procedures Order
Deadline for contract counter parties to
April 27, 2023 at4:00 p.m. Auction (if necessary)May 2, 2023 at1:00 p.m. Sale Objection Deadline and Deadline forMay 3, 2023 at4:00 p.m. contract counter parties to object to adequate assurance Sale HearingMay 5, 2023 Sale Closing No later thanMay 10, 2023
The above dates are not comprehensive and are subject to many factors and
contingencies, including the approval of the
Forward Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 (the "Securities Act") and
Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act").
Forward-looking statements generally relate to future events or the Company's
future financial or operating performance. In some cases, you can identify
forward-looking statements because they contain words such as "may," "will,"
"should," "expects," "plans," "anticipates," "could," "intends," "target,"
"projects," "contemplates," "believes," "estimates," "predicts," "potential,"
"continue" or "budgeted" or the negative of these words or other similar terms
or expressions that concern the Company's bankruptcy filing, and its ability to
continue to operate the business as a debtor-in-possession. The Company's
forward-looking statements in this Current Report on Form 8-K include, but are
not limited to, statements about the Company's plans to sell its assets pursuant
to Chapter 11 of the
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Description 2.1 Asset Purchase Agreement by and betweenHolmes Motors Inc. andHyreCar Inc. dated as ofMarch 2, 2023 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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