Item 1.01 Entry into a Material
Definitive Agreement.
Supplemental Agreement to the SEPA and Promissory
Note Issuance
Helbiz,
Inc. (the “Company”) and YA II PN, Ltd. (“Yorkville”) entered into the Standby Equity Purchase Agreement dated
October 31, 2022 (the “SEPA”). On December 1, 2022, the Company issued and sold a convertible promissory note with an aggregate
principal amount of $5.0 million (the “Promissory Note”) in a private placement to Yorkville under a supplemental agreement
dated as of December 1, 2022 (the “Supplemental Agreement”) to the SEPA between the Company and Yorkville. $3 million of
the Promissory Note paid to the Company on December 1, 2022, and the remaining $2 million will be paid to the Company on December 8,
2022.
The
Company will use the proceeds from the sale of the Promissory Note for working capital and other general corporate purposes or, if different,
in a manner consistent with the application thereof described in the Company’s prospectus relating to the SEPA filed with the Securities
and Exchange Commission on October 31, 2022 and included as a part of the Company’s Registration Statement on Form S-3.
The
Promissory Note is to be repaid in five installments of $1,000,000 beginning on January 17, 2023 and ending on January 31, 2023 (the
“Maturity Date”). Interest shall not accrue on the outstanding principal balance of the Promissory Note unless and until
there is an event of default, upon the occurrence of which, interest shall accrue at a rate of 15% per year until collected in full.
The Promissory Note has a 10% original issue discount for gross proceeds of $4.5 million. The holder may convert the Promissory Note
into shares of the Company’s Class A Common Stock (the “Common Stock”) at a conversion price of $0.50 (the “Conversion
Price”) any time prior to the Maturity Date, subject to the terms and conditions of the Promissory Note, provided that there may
be no such conversion prior to December 8, 2022 or if such conversion would cause the holder to beneficially own more than 4.99% of the
Company’s common stock,
At
any time that there is an outstanding balance owed under the Promissory Note, Yorkville may require the Company, pursuant to the terms
of the Supplemental Agreement, to deliver to Yorkville advance notices pursuant to the SEPA for the issuance and sale of Common Stock
at the Conversion Price in order to offset amounts owed by the Company to Yorkville under the Promissory Note. In addition, while there
is an outstanding balance owed under the Promissory Note, the Company may redeem portions or all amounts of that outstanding balance
so long as notice is provided.
The
foregoing descriptions of the Supplemental Agreement and the Promissory Note do not purport to be complete and are qualified in their
entirety by reference to the full text of each of the Supplemental Agreement and the Promissory Note, copies of which are filed with
this Current Report on Form 8-K as Exhibit 4.1 and Exhibit 10.2 hereto respectively and are hereby incorporated herein by reference.
Amended
Convertible Debentures
Simultaneous
with the entry into the Supplemental Agreement, on December 1, 2022, we entered into an amendment agreement with Yorkville to revise
a convertible debenture issued pursuant to a securities purchase agreement (the “August 9 SPA”) entered into on August 9,
2022 and two convertible debentures issued pursuant to a securities purchase agreement (the “August 23 SPA”) entered into
on August 23, 2022.
The
debentures (the “Debentures”) issued under the August 9, 2022 SPA and the August 23 SPA were amended to revise the definition
of “Conversion Price” to clarify that the determination of that Conversion price shall be the lower of (i) $0.50 or (ii)
92.5% of the lowest daily VWAPs during the five consecutive Trading Days immediately preceding the Conversion Date or other date of determination,
but that the Conversion Price shall never be lower than the floor price as defined under the August 9 SPA or August 23 SPA, respectively.
