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 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
| EVmo, Inc. |
| (Name of Issuer) |
| Common Stock, par value $0.000001 per share |
| (Title of Class of Securities) |
| 985294107 |
| (CUSIP Number) |
| Evergreen Capital Management LLC |
|
156 W Saddle River Road Saddle River, New Jersey 07458 |
| Telephone: (201) 822-2226 |
| (Name, Address and Telephone Number of Person |
| Authorized to Receive Notices and Communications) |
| January 21, 2022 |
| (Date of Event which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
* 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).
| 1. |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Evergreen Capital Management LLC |
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) x (b) ¨ |
| 3. |
SEC USE ONLY
|
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. |
SOLE VOTING POWER
0 |
| 6. |
SHARED VOTING POWER
6,123,942* | |
| 7. |
SOLE DISPOSITIVE POWER
0 | |
| 8. |
SHARED DISPOSITIVE POWER
6,123,942* |
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,123,942* |
| 10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ¨
|
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.81%* |
| 12. |
TYPE OF REPORTING PERSON (see instructions)
OO |
| * | Includes 2,966,085 shares of common stock and 3,157,857 shares of common stock issuable upon conversion of the shares of Series B Convertible Preferred Stock (“Series B Preferred Stock”) described in Item 4 issued by the Issuer to Evergreen Capital Management LLC (“Evergreen Capital”). The Certificate of Designation of the Series B Preferred Stock (the “CoD”), currently restricts Evergreen Capital’s ability to convert shares of Series B Preferred Stock to common stock if following such conversion Evergreen Capital and its affiliates would beneficially own in excess of 4.99% of the number of shares of the Issuer’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon such conversion. However, pursuant to Section 4(e) of the CoD, Evergreen Capital, on January 21, 2022, elected to increase its beneficial ownership limitation to 9.99%, which election becomes effective on March 22, 2022. Does not include 1,065,625 shares of common stock underlying warrants issued by the Issuer to Evergreen Capital, which warrants prohibit the exercise of such warrants if the holder or its affiliates would beneficially own more than 4.99% of the number of shares of the Issuer’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon the exercise of such warrants. The securities reported herein are held by Evergreen Capital. Jeffrey Pazdro and Alan Uryniak are the managers of Evergreen Capital. As such, they may be deemed to beneficially own the securities held by Evergreen Capital. To the extent Mr. Pazdro and Mr. Uryniak are deemed to beneficially own such securities, each of them expressly disclaims any such beneficial ownership, except to the extent of his pecuniary interest therein. |
| 1. |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Jeffrey Pazdro |
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) x (b) ¨ |
| 3. |
SEC USE ONLY
|
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
The United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. |
SOLE VOTING POWER
0 |
| 6. |
SHARED VOTING POWER
6,123,942* | |
| 7. |
SOLE DISPOSITIVE POWER
0 | |
| 8. |
SHARED DISPOSITIVE POWER
6,123,942* |
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,123,942* |
| 10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ¨
|
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.81%* |
| 12. |
TYPE OF REPORTING PERSON (see instructions)
IN |
| * | Includes 2,966,085 shares of common stock and 3,157,857 shares of common stock issuable upon conversion of the shares of Series B Convertible Preferred Stock (“Series B Preferred Stock”) described in Item 4 issued by the Issuer to Evergreen Capital Management LLC (“Evergreen Capital”). The Certificate of Designation of the Series B Preferred Stock (the “CoD”), currently restricts Evergreen Capital’s ability to convert shares of Series B Preferred Stock to common stock if following such conversion Evergreen Capital and its affiliates would beneficially own in excess of 4.99% of the number of shares of the Issuer’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon such conversion. However, pursuant to Section 4(e) of the CoD, Evergreen Capital, on January 21, 2022, elected to increase its beneficial ownership limitation to 9.99%, which election becomes effective on March 22, 2022. Does not include 1,065,625 shares of common stock underlying warrants issued by the Issuer to Evergreen Capital, which warrants prohibit the exercise of such warrants if the holder or its affiliates would beneficially own more than 4.99% of the number of shares of the Issuer’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon the exercise of such warrants. The securities reported herein are held by Evergreen Capital. Jeffrey Pazdro and Alan Uryniak are the managers of Evergreen Capital. As such, they may be deemed to beneficially own the securities held by Evergreen Capital. To the extent Mr. Pazdro and Mr. Uryniak are deemed to beneficially own such securities, each of them expressly disclaims any such beneficial ownership, except to the extent of his pecuniary interest therein. |
| 1. |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Alan Uryniak |
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) x (b) ¨ |
| 3. |
SEC USE ONLY
|
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
The United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. |
SOLE VOTING POWER
0 |
| 6. |
SHARED VOTING POWER
6,123,942* | |
| 7. |
SOLE DISPOSITIVE POWER
0 | |
| 8. |
SHARED DISPOSITIVE POWER
6,123,942* |
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,123,942* |
| 10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ¨
|
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.81%* |
| 12. |
TYPE OF REPORTING PERSON (see instructions)
IN |
| * | Includes 2,966,085 shares of common stock and 3,157,857 shares of common stock issuable upon conversion of the shares of Series B Convertible Preferred Stock (“Series B Preferred Stock”) described in Item 4 issued by the Issuer to Evergreen Capital Management LLC (“Evergreen Capital”). The Certificate of Designation of the Series B Preferred Stock (the “CoD”), currently restricts Evergreen Capital’s ability to convert shares of Series B Preferred Stock to common stock if following such conversion Evergreen Capital and its affiliates would beneficially own in excess of 4.99% of the number of shares of the Issuer’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon such conversion. However, pursuant to Section 4(e) of the CoD, Evergreen Capital, on January 21, 2022, elected to increase its beneficial ownership limitation to 9.99%, which election becomes effective on March 22, 2022. Does not include 1,065,625 shares of common stock underlying warrants issued by the Issuer to Evergreen Capital, which warrants prohibit the exercise of such warrants if the holder or its affiliates would beneficially own more than 4.99% of the number of shares of the Issuer’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon the exercise of such warrants. The securities reported herein are held by Evergreen Capital. Jeffrey Pazdro and Alan Uryniak are the managers of Evergreen Capital. As such, they may be deemed to beneficially own the securities held by Evergreen Capital. To the extent Mr. Pazdro and Mr. Uryniak are deemed to beneficially own such securities, each of them expressly disclaims any such beneficial ownership, except to the extent of his pecuniary interest therein. |
Item 1.
|
|
(a) |
Name of Issuer EVmo, Inc. (the “Issuer”) |
| (b) |
Address of Issuer’s Principal Executive Offices 433 N. Camden Drive, Suite 600 Beverly Hills, California 90210 |
Item 2.
|
|
(a) |
Name of Person Filing
This Schedule 13G is being jointly filed by Evergreen Capital Management LLC, a Nevada limited liability company (“Evergreen Capital”), Jeffrey Pazdro and Alan Uryniak. Messrs. Pazdro and Uryniak are the managers of Evergreen Capital. The filers of this statement are collectively referred to herein as the “Reporting Persons.”
The securities reported herein are held by Evergreen Capital. Mr. Pazdro and Mr. Uryniak, as the managers of Evergreen Capital, may be deemed to beneficially own the securities held by Evergreen Capital. To the extent Mr. Pazdro and Mr. Uryniak are deemed to beneficially own such securities, each of them expressly disclaims any such beneficial ownership, except to the extent of its pecuniary interest therein.
The Joint Filing Agreement of Reporting Persons is attached hereto as Exhibit 1. |
| (b) |
Address of the Principal Office or, if none, residence
The business address of the Reporting Persons is 156 W Saddle River Road, Saddle River, New Jersey 07458. | |
| (c) |
Citizenship
Evergreen Capital is organized under the laws of Nevada as a limited liability company. Each of Mr. Pazdro and Mr. Uryniak is a citizen of the United States. | |
| (d) |
Title of Class of Securities
Common Stock, par value $0.000001 per share | |
| (e) |
CUSIP Number
985294107 |
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
| (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | |
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | |
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | |
| (e) | ¨ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | ¨ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | ¨ | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount beneficially owned: 6,123,942 shares of Common Stock, including 2,966,085 shares of common stock and 3,157,857 shares of common stock issuable upon conversion of shares of the Issuer’s Series B Convertible Preferred Stock (“Series B Preferred Stock”). Does not include 1,065,625 shares of common stock underlying warrants issued by the Issuer to Evergreen Capital, which warrants prohibit the exercise of such warrants if the holder or its affiliates would beneficially own more than 4.99% of the number of shares of the Issuer’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon the exercise of such warrants. | |||
| (b) |
Percent of class: 8.81%, calculated based on the number of outstanding shares of Common Stock, 63,169,524, reported in the Issuer’s prospectus dated January 3, 2022 filed with the Securities and Exchange Commission on January 5, 2022, plus 3,152,143 shares of Common Stock issued on the conversion of shares of Series B Preferred Stock on January 21, 2022 and 3,157,857 shares of Common Stock issuable upon conversion of the outstanding shares of Series B Preferred Stock issued by the Issuer to Evergreen Capital.
On April 12, 2021, the Issuer and Evergreen Capital entered into a Securities Purchase Agreement, pursuant to which the Issuer issued to Evergreen Capital certain 12.5% OID Convertible Promissory Notes due April 12, 2022 (the “Notes”) and warrants to purchase Common Stock. On July 8, 2021, the Issuer and Evergreen Capital entered into an Exchange Agreement, pursuant to which Evergreen Capital exchanged the Notes for 230,375 shares of the Issuer’s Series B Preferred Stock, which shares have a stated value of $10 per share, subject to adjustments upon occurrence of certain events as provided in the certificate of designation of the Series B preferred Stock (the “CoD”). On January 21, 2022, Evergreen Capital sent a conversion notice to the Issuer to convert 110,325 shares of Series B Preferred Stock into an aggregate of 3,152,143 shares of Common Stock at a conversion price of $0.35 per share, of which shares of Common Stock, 186,058 shares have since been sold by Evergreen. On January 21, 2022, Evergreen Capital also elected to increase its maximum percentage ownership blocker in CoD from 4.99% to 9.99%, effective March 22, 2022. In connection with such increase, on January 21, 2022, Evergreen Capital sent a conversion notice to the Issuer to convert its remaining shares of Series B Stock into 3,157,857 shares of common stock, which conversion will become effective on March 22, 2022, the date on which Evergreen Capital’s election becomes effective. The beneficial ownership limitation of the Warrants is 4.99% of the number of shares of the Issuer’s common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon exercise of the Warrants. | |||
| (c) | Number of shares as to which the person has: | |||
| (i) | Sole power to vote or to direct the vote: 0 | |||
| (ii) |
Shared power to vote or to direct the vote:
The Reporting Persons share the power to vote or direct the vote of all of the issued shares of Common Stock owned by Evergreen Capital.
Because Mr. Pazdro and Mr. Uryniak are the managers of Evergreen Capital, they have the equal power to direct the affairs of Evergreen Capital, including the voting of shares of Common Stock held in the name of Evergreen Capital. Therefore, Mr. Pazdro and Mr. Uryniak are deemed to share voting power with regard to those shares of Common Stock. | |||
| (iii) | Sole power to dispose or to direct the disposition of: 0 | |||
| (iv) |
Shared power to dispose or to direct the disposition of:
The Reporting Persons share the power to dispose or to direct the disposition of all of the issued shares of Common Stock owned by Evergreen Capital.
Because Mr. Pazdro and Mr. Uryniak are the managers of Evergreen Capital, they have the equal power to direct the affairs of Evergreen Capital, including the disposition of shares of Common Stock held in the name of Evergreen Capital. Therefore, Mr. Pazdro and Mr. Uryniak are deemed to share disposition power with regard to those shares of Common Stock. |
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
See Item 2.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.
Date: February 7, 2022
| EVERGREEN CAPITAL MANAGEMENT LLC | |||
| By: | /s/ Jeffrey Pazdro | ||
| Title: | Manager | ||
| By: | /s/ Alan Uryniak | ||
| Title: | Manager | ||
| JEFFREY PAZDRO | ||
| /s/ Jeffrey Pazdro | ||
| Jeffrey Pazdro | ||
| ALAN URYNIAK | ||
| /s/ Alan Uryniak | ||
| Alan Uryniak | ||
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all subsequent amendments thereto) with respect to the common stock, par value $0.000001 per share, of EVmo, Inc., and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 7, 2022.
| EVERGREEN CAPITAL MANAGEMENT LLC | |||
| By: | /s/ Jeffrey Pazdro | ||
| Title: | Manager | ||
| By: | /s/ Alan Uryniak | ||
| Title: | Manager | ||
| JEFFREY PAZDRO | ||
| /s/ Jeffrey Pazdro | ||
| Jeffrey Pazdro | ||
| ALAN URYNIAK | ||
| /s/ Alan Uryniak | ||
| Alan Uryniak | ||