UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
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Item 1.01 Entry into a Material Definitive Agreement and Unregistered Sale of Equity Securities
On April 15, 2022, we entered into a securities purchase agreement (the “Agreement”) with an accredited investor (the “Debenture Holder”) to place Convertible Debentures (the “Debentures”) with a maturity date of twelve months after the issuance thereof in the aggregate principal amount of up to $10,000,000 (the “Transaction”), provided that in case of an event of default, the Debentures may become at the Debenture Holder’s election immediately due and payable. We also issued a Warrant to purchase 500,000 shares of our Class A Common Stock to the Debenture Holder with an exercise price of $3.00 per share (the “Warrants”) and 150,000 shares of our Class A Common Stock (the “Commitment Shares”).
The initial closing of the Transaction occurred on April 15, 2022, when we issued a Debenture for $6,000,000, the Warrants and the Commitment Shares. The second closing of a Debenture in an amount of $4,000,000 is expected to occur upon the effectiveness of a registration statement (the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC”) registering the resale of the shares underlying the Debentures by the Debenture Holder. The Debentures bear interest at the rate of 5% per annum, provided that in the event of a default such interest rate increases to 15%.
The Debenture Holder may convert a Debenture in its sole discretion at any time on or prior to maturity at the lower of $3.00 or 92.5% of the lowest daily VWAPs during the 5 consecutive trading days immediately preceding the conversion date or other date of determination, provided that as long as we are not in default under the Debenture, the conversion price may never be less than $0.50 unless lowered by the Company pursuant to the Agreement. We may not convert any portion of a Debenture if such conversion would result in the Debenture Holder beneficially owning more than 4.99% of our then issued common stock, provided that such limitation may be waived by the Debenture Holder with 65 days’ notice.
Any time after the issuance of a Debenture that the daily VWAP is less than the Floor Price for five trading days, the Company is required to provides the Debenture Holder a reset notice (each, a “Floor Reset Notice”) setting forth a reduced Floor Price which shall be equal to no more than 80% of the closing price on the trading day immediately prior to such Floor Reset Notice (and in no event greater than floor price then in effect) and takes all steps necessary to implement such Floor Price reset, including, without limitation, applying for the additional listing of conversion shares on the primary market. Whenever any payment or other obligation hereunder shall be due on a day other than a business day, such payment shall be made on the next succeeding business day.
Simultaneous with the entry into the Agreement, we entered into an amendment agreement with the Debenture Holder whereby we (i) reduced the floor price of each the debentures (the “Prior Debentures”) that we issued to the Debenture Holder issued pursuant to a securities purchase agreement entered into on October 12, 2021 (the “2021 SPA”) to $0.50 and (ii) agreed that the daily VWAP is less than the Floor Price for any of the Prior Debentures for five trading days, the Company is required to provide the Debenture Holder a reset notice setting forth a reduced Floor Price for such Prior Debenture which shall be equal to no more than 80% of the closing price on the trading day immediately prior to such reset notice (and in no event greater than floor price then in effect) and takes all steps necessary to implement such Floor Price reset, including, without limitation, applying for the additional listing of Conversion Shares on the primary market.
Simultaneous with the entry into the Agreement, we entered into an amendment agreement with the Debenture Holder whereby we lowered the exercise price of warrants that were issued pursuant to the 2021 SPA from $20.00 to $3.00.
Item 9.01 Financial Statements and Exhibits
The following exhibits are attached to this Current Report on Form 8-K.
EXHIBIT INDEX
| Exhibit No. | Description | |
| 10.1 | Securities Purchase Agreement, dated April 15, 2022 | |
| 10.2 | Form of Debenture | |
| 10.3 | Form of Warrant | |
| 10.4 | Amendment to Convertible Debenture, dated April 15, 2022 | |
| 10.5 | Amendment to Warrants, dated April 15, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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: April 15, 2022
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HELBIZ, INC.
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| By: | /s/ Salvatore Palella | |
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Name: Title: |
Salvatore Palella Chief Executive Officer | |