UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
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Item 1.01. Entry Into a Material Definitive Agreement
Loan Assignment and Release Agreement
On December 8, 2023, micromobility.com Inc. (the “Company”) entered into an Assignment and Release Agreement (the “Assignment Agreement”) by and among Securis Investment Partners, LLP (“Assignor”), YA II PN, Ltd. (the “Assignee”), and the Company. Pursuant to that Assignment Agreement, in exchange for the settlement amount set forth therein, the Assignor assigned and conveyed the aggregate principal amount outstanding (the “Principal”) under a loan agreement the Company entered into with the Assignor on March 23, 2021, to the Assignee.
The foregoing description of the Assignment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Assignment Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1 hereto and is hereby incorporated herein by reference.
Loan Amendment Agreement
On December 8, 2023, as inducement of- and condition to-the Assignment Agreement, the Company entered into a Loan Amendment Agreement (the “Loan Amendment”) by and between the Company and Assignee. Pursuant to that Loan Amendment, we consented to the assignment of the Principal to the Assignee and to make monthly payments against a new principal amount outstanding as of the date of the Loan Amendment (the “New Principal”), subject to interest due to the Assignee in accordance with the repayment schedule therein. Under the Loan Agreement, we also agreed to grant the Assignee conversion rights subject to the outstanding balance of the New Principal subject to a conversion price of $1.25 per share of common stock of the Company (the “Conversion Price”). As a result, the Assignee may convert the New Principal in its sole discretion at any time on or prior to maturity at the Conversion Price. We may not convert any portion of the New Principal if such conversion would result in the Assignee beneficially owning more than 4.99% of our then issued common stock, provided that such limitation may be waived by the Assignee with 65 days’ notice.
The foregoing description of the Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Loan Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.2 hereto and is hereby incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On December 11, 2023, the Company issued a press release relating to its entry into the Assignment Agreement. The press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, nor shall it be deemed to be incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number |
Description | |
| 10.1 | Loan Assignment and Release Agreement, dated December 8, 2023, between YA II PN, Ltd., Securis Investment Partners, LLP, and the Company | |
| 10.2 | Loan Amendment Agreement, dated December 8, 2023, between YA II PN, Ltd. and the Company | |
| 99.1* | Press Release of the Company dated as of December 11, 2023 | |
| 104 | Cover page of this Current Report on Form 8-K formatted in Inline XBRL |
| * | Furnished herewith |
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: December 11, 2023
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micromobility.com Inc. | ||
| By: | /s/ Salvatore Palella | |
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Name: Title: |
Salvatore Palella Chief Executive Officer | |