Amended Current Report Filing (8-k/a)
03 Fevereiro 2020 - 1:12PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 2
to
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 30, 2019
EVO Transportation & Energy Services,
Inc.
(Exact name of registrant as specified in
its charter)
Delaware
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000-54218
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37-1615850
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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8285 West Lake Pleasant Parkway, Peoria,
AZ 85382
(Address of principal
executive offices)
877-973-9191
Registrant’s telephone number, including
area code:
Not Applicable
(Former name or former address, if
changed since last report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registration under any of the following provisions
(see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section
12(b) of the Act: None.
Explanatory Note
EVO Transportation
& Energy Services, Inc. (the “Company”) previously filed a Current Report on Form 8-K on September 20, 2019
and an amendment to Form 8-K on January 27, 2020 (together, the “Original Form 8-K”) reporting, among other things,
its issuance of certain warrants (the “Antara Warrants”) to purchase shares of common stock of the Company (the “Warrant
Shares”) to Antara Capital Master Fund LP, a Delaware limited partnership (“Antara Capital”), or its affiliates
in connection with the Company’s entry into a $24.5 million financing agreement among the Company, each subsidiary of the
Company, various lenders from time to time party thereto, and Cortland Capital Market Services LLC, as administrative agent and
collateral agent.
The Original Form 8-K
disclosed that the Antara Warrants consisted of warrants to purchase an aggregate of 4,240,000 Warrant Shares, including warrants
to purchase up to 3,350,000 shares of the Company’s common stock at an exercise price of $0.01 per share exercisable for
a period of five years from the date of issuance and warrants to purchase up to 890,000 shares of the Company’s common stock
at an exercise price of $2.50 per share, subject to adjustment for certain distributions, stock splits, and issuances of common
stock, exercisable for a period of ten years from the date of issuance (the “$2.50 Warrants”). The Original Form 8-K
further disclosed that the $2.50 Warrants consisted of a warrant issued to Antara Capital to purchase 819,492 Warrant Shares pursuant
to a Warrant Agreement dated September 16, 2019 (“Warrant 36”) and a warrant issued to Corbin ERISA Opportunity Fund
Ltd, a fund managed by Antara Capital (“Corbin”), to purchase 70,508 Warrant Shares pursuant to a Warrant Agreement
dated September 16, 2019 (“Warrant 38”).
Subsequent to filing
the Original Form 8-K, the Company discovered that Warrants 36 and 38 contained miscalculations with respect to the Warrant Shares
issuable thereunder and corrected Warrants 36 and 38 to provide for the purchase of up to 943,797 Warrant Shares and 81,203 Warrant
Shares, respectively. As a result, the aggregate number of Warrant Shares underlying the Antara Warrants is 4,375,000. The Company
filed copies of Warrant 36 and Warrant 38 containing the calculation errors described above as Exhibits 10.10 and 10.13, respectively,
to the Original Form 8-K. The Company is filing this amendment solely for the purpose of correcting its prior disclosures regarding
the number of Warrant Shares and filing corrected copies of Warrant 36 and Warrant 38 as Exhibits 10.10 and 10.13, respectively,
to this Amendment No. 2 to Form 8-K.
Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits: The following exhibits are filed as part of this report:
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SIGNATURES
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: February 3, 2020
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By:
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/s/ Thomas J. Abood
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Its:
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Chief Executive Officer
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