Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
EVO Transportation & Energy Services, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
26928L 107
(CUSIP Number)
Lance Kravitz
Antara Capital LP
55 Hudson Yards, 47th Floor, Suite C
New York, New York 10001
(646) 762 8591
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
July 13, 2022
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☐.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13D
CUSIP No. 26928L 107
| 1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
Antara Capital LP | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| Number of shares beneficially owned by each reporting person with
|
7 | SOLE VOTING POWER
| ||||
| 8 | SHARED VOTING POWER
24,483,830* | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
24,483,830* | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,483,830* | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
63.5%† | |||||
| 14 | TYPE OF REPORTING PERSON
PN, IA | |||||
| * | Includes (i) 23,884,221 shares of Common Stock (as defined below) issuable upon the exercise of the Warrants owned directly by Antara Capital Master Fund LP, plus (ii) 599,609 shares of Common Stock issuable upon the exercise of the Warrants owned directly by that certain managed account for which Antara Capital LP serves as investment manager (the “Managed Account”). |
| † | Based on (i) 15,213,145 shares of Common Stock outstanding as of January 21, 2022, as determined in reliance on disclosure to that effect made by the Issuer in its Form 10-K for the fiscal year ended December 31, 2020, filed with the Securities and Exchange Commission (the “SEC”) on February 1, 2022 plus (ii) 23,884,221 shares of Common Stock issuable upon the exercise of the Warrants owned directly by Antara Capital Master Fund LP, plus (iii) 599,609 shares of Common Stock issuable upon the exercise of the Warrants owned directly by the Managed Account. |
CUSIP No. 26928L 107
| 1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
Antara Capital GP LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| Number of shares beneficially owned by each reporting person with
|
7 | SOLE VOTING POWER
| ||||
| 8 | SHARED VOTING POWER
24,483,830* | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
24,483,830* | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,483,830* | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
63.5%† | |||||
| 14 | TYPE OF REPORTING PERSON
OO, HC | |||||
| * | Includes (i) 23,884,221 shares of Common Stock (as defined below) issuable upon the exercise of the Warrants owned directly by Antara Capital Master Fund LP, plus (ii) 599,609 shares of Common Stock issuable upon the exercise of the Warrants owned directly by that certain managed account for which Antara Capital LP serves as investment manager (the “Managed Account”). |
| † | Based on (i) 15,213,145 shares of Common Stock outstanding as of January 21, 2022, as determined in reliance on disclosure to that effect made by the Issuer in its Form 10-K for the fiscal year ended December 31, 2020, filed with the Securities and Exchange Commission (the “SEC”) on February 1, 2022 plus (ii) 23,884,221 shares of Common Stock issuable upon the exercise of the Warrants owned directly by Antara Capital Master Fund LP, plus (iii) 599,609 shares of Common Stock issuable upon the exercise of the Warrants owned directly by the Managed Account. |
CUSIP No. 26928L 107
| 1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
Himanshu Gulati | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
New York | |||||
| Number of shares beneficially owned by each reporting person with
|
7 | SOLE VOTING POWER
| ||||
| 8 | SHARED VOTING POWER
24,483,830* | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
24,483,830* | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,483,830 * | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
63.5%† | |||||
| 14 | TYPE OF REPORTING PERSON
IN, HC | |||||
| * | Includes (i) 23,884,221 shares of Common Stock (as defined below) issuable upon the exercise of the Warrants owned directly by Antara Capital Master Fund LP, plus (ii) 599,609 shares of Common Stock issuable upon the exercise of the Warrants owned directly by that certain managed account for which Antara Capital LP serves as investment manager (the “Managed Account”). |
| † | Based on (i) 15,213,145 shares of Common Stock outstanding as of January 21, 2022, as determined in reliance on disclosure to that effect made by the Issuer in its Form 10-K for the fiscal year ended December 31, 2020, filed with the Securities and Exchange Commission (the “SEC”) on February 1, 2022 plus (ii) 23,884,221 shares of Common Stock issuable upon the exercise of the Warrants owned directly by Antara Capital Master Fund LP, plus (iii) 599,609 shares of Common Stock issuable upon the exercise of the Warrants owned directly by the Managed Account. |
AMENDMENT NO. 11 TO SCHEDULE 13D
This Amendment No. 11 (this “Amendment No. 11”) amends the Schedule 13D originally filed on September 27, 2019 (the “Original Schedule 13D”, as amended by Amendment No. 1 filed on October 18, 2019 (“Amendment No. 1”), Amendment No. 2 filed on March 2, 2020 (“Amendment No. 2”), Amendment No. 3 filed on March 24, 2020 (“Amendment No. 3”), Amendment No. 4 filed on January 25, 2021 (“Amendment No. 4”), Amendment No. 5 filed on February 9, 2022 (“Amendment No. 5”), Amendment No. 6 filed on February 9, 2022 (“Amendment No. 6”), Amendment No. 7 filed on March 16, 2022 (“Amendment No. 7”), Amendment No. 8 filed on June 1, 2022 (“Amendment No. 8”), Amendment No. 9 filed on July 1, 2022 (“Amendment No. 9”), Amendment No. 10 filed on July 11, 2022 (“Amendment No. 10”) and, together with this Amendment No. 11, this “Schedule 13D”). This Amendment No. 11 relates to the common stock, par value $0.0001 (“Common Stock”) of EVO Transportation & Energy Services, Inc. (“EVO” or the “Issuer”). The address of the principal executive office of EVO is 8285 West Lake Pleasant Parkway, Peoria, Arizona 85382.
Except as specifically provided herein, this Amendment No. 11 does not modify any of the information previously reported in the Original Schedule 13D. Capitalized terms used but not otherwise defined in this Amendment No. 11 shall have the meanings ascribed to them in the Original Schedule 13D, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, and Amendment No. 10.
Item 4. Purpose of Transaction.
Item 4 is hereby amended to add the following:
The Reporting Persons are filing this Amendment No. 11 to report that on July 13, 2022, the Board of Directors of the Issuer adopted a resolution creating a new series of Series D Non-Participating Preferred Stock (the “Series D Preferred”) that was issued on that date to Antara Master Fund (the “Lender”), as required pursuant to the terms of that certain Third Extension Agreement, dated July 8, 2022, among the Issuer, certain specified subsidiaries of the Issuer (the “Guarantors”), the Lender and certain current and former executives of the Issuer, or funds affiliated with such executives (the “Third Extension Agreement”), to that certain Senior Secured Loan and Executive Loan Agreement dated March 11, 2022, as amended by that certain Extension Agreement dated May 31, 2022, that certain Second Extension Agreement dated June 30, 2022 and the Third Extension Agreement (as further amended from time to time, the “Loan”).
The Series D Preferred grants the Lender certain voting rights with respect to the Issuer’s voting capital stock that are further described in Item 6.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 is hereby amended to add the following supplemental information:
The Reporting Persons are directly or indirectly party to the following arrangements with the Issuer:
(a) Series D Non-Participating Preferred Stock
Under the Certificate of Designations with respect to the Series D Preferred (the “Series D Certificate of Designations”), prior to a payment default under the Loan (a “Bridge Loan Triggering Event”), and on and following the date on which all principal and accrued interest (including default interest) payable under the Loan has been paid-in-full (the date of such payment-in-full, the “Bridge Loan Discharge Date”), the holder of Series D Preferred shall vote together with the holders of the Issuer’s common stock as a single class on any matter presented to the holders of the Issuer’s common stock for their action or consideration at any meeting of stockholders of the Issuer (or by written consent of stockholders in lieu of meeting) or on which such holders of common stock are otherwise entitled to act (each, a “Shareholder Matter”), and the holders of Series D Preferred shall be entitled to cast a number of votes on any Shareholder Matter equal to the total number of votes of all non-holders of Series D Preferred entitled to vote on any such Shareholder Matter plus 10. In addition, the Series D Certificate of Designations provides that governance mechanisms that could have the effect of limiting, reducing or adversely affecting the Series D Preferred holders’ voting rights under the Series D Certificate of Designations shall require the consent of holders of a majority of the then outstanding Series D Preferred (the “Series D Majority”). When considered together with the existing Series C Preferred held by Lender (as described in Amendment No. 7, including the form of the corresponding Certificate of Designation adopted by the Board of Directors of the Issuer and filed with the Secretary of State of Delaware on March 11, 2022 (the “Series C Certificate of Designations”) filed as an exhibit thereto), the Series D Preferred will provide Lender with majority control of the Issuer’s voting capital stock.
The Series D Majority may elect to waive or decline to exercise any or all voting rights granted under the Series D Certificate of Designations, in whole or in part, on either a revocable or irrevocable basis.
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the text of the Series D Certificate of Designations, filed herewith as Exhibit 99.1 and incorporated herein by reference.
Item 7. Material To Be Filed as Exhibit
99.1 Certificate of Designation of Series D Non-Participating Preferred Stock adopted by the Board of Directors of the Issuer and filed with the Secretary of State of Delaware on July 13, 2022.*
99.2 Third Extension Agreement dated July 8, 2022 among the Issuer, the Guarantors, the Lender and certain current and former executives of the Issuer, or funds affiliated with such executives.**
99.3 Second Extension Agreement dated June 30, 2022 among the Issuer, the Guarantors, the Lender and certain current and former executives of the Issuer, or funds affiliated with such executives.***
99.4 Extension Agreement dated May 31, 2022 among the Issuer, the Guarantors, the Lender and certain current and former executives of the Issuer, or funds affiliated with such executives.****
99.5 Senior Secured Loan and Executive Loan Agreement dated March 11, 2022 among the Issuer, the Guarantors, the Lender and certain current and former executives of the Issuer, or funds affiliated with such executives (including the form of the Series C Certificate of Designation adopted by the Board of Directors of the Issuer and filed with the Secretary of State of Delaware on March 11, 2022).*****
| * | Filed herewith. |
| ** | Filed as Exhibit 99.1 to Amendment No. 10. |
| *** | Filed as Exhibit 99.1 to Amendment No. 9. |
| **** | Filed as Exhibit 99.1 to Amendment No. 8. |
| ***** | Filed as Exhibit 99.1 to Amendment No. 7. |
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 14, 2022
| ANTARA CAPITAL LP | ||
| By: | Antara Capital GP LLC, its general partner | |
| By: | /s/ Himanshu Gulati | |
| Name: Himanshu Gulati | ||
| Title: Managing Member | ||
| ANTARA CAPITAL GP LLC | ||
| By: | /s/ Himanshu Gulati | |
| Name: Himanshu Gulati | ||
| Title: Managing Member | ||
| By: | /s/ Himanshu Gulati | |
| Name: Himanshu Gulati | ||
| Title: Managing Member | ||