Current Report Filing (8-k)
22 10월 2022 - 5:51AM
Edgar (US Regulatory)
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2022-10-20
2022-10-20
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2022-10-20
2022-10-20
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2022-10-20
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October
20, 2022
Helbiz, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware |
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001-39136 |
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84-3015108 |
(State or Other Jurisdiction
of Incorporation) |
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(Commission File Number) |
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(IRS. Employer
Identification No.) |
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32 Old Slip, New York, NY 10005 |
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(Address of Principal Executive Offices, and Zip
Code)
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(917) 675-7157 |
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Registrant’s Telephone Number, Including Area
Code
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(Former Name or Former Address, if Changed Since Last Report) |
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Securities registered pursuant to Section 12(b) of
the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Class A Common Stock, $0.00001 par value |
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HLBZ |
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The Nasdaq Stock Market LLC |
Redeemable warrants, each warrant exercisable for one share of Class A Common Stock |
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HLBZW |
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The Nasdaq Stock Market LLC |
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
☐ Written
communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement
communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement
communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an
emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange
Act of 1934 (17 CFR §240.12b-2).
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.
Item 3.02 Unregistered
Sale of Equity Securities
As disclosed in the current report on Form 8-K filed
on October 18, 2021, on October 12, 2021, we entered into a securities purchase agreement pursuant to which we issued three convertible
notes in an aggregate principal amount of $30 million (the “2021 Convertible Notes”). The principal amount of the 2021 Convertible
Notes has been fully converted and retired.
In April 2022, we entered into a securities purchase
agreement pursuant to which we issued $10 million of convertible notes and in August 2022, we entered into two securities purchase agreements
pursuant to which we issued $13 million of convertible notes (all such notes, together with the 2021 Convertible Notes, the “Convertible
Notes”).
In September 2022, we issued
3,459,235 Class A common shares in connection with the conversion of approximately $1.85 million of Convertible Notes.
From October 1, 2022, to
October 20, 2022, we issued 7,290,488 Class A common shares in connection with the conversion of approximately $1.90 million of Convertible
Notes.
The above-described issuances
have been determined to be exempt from registration under the Securities Act of 1933 in reliance on Sections 3(a)(9) and 4(a)(2)
of the Securities Act.
Item 9.01 Financial Statements
and Exhibits
The following exhibits are
attached to this Current Report on Form 8-K.
EXHIBIT INDEX
Exhibit No. |
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Description |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: October 21, 2022
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HELBIZ, INC. |
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By: |
/s/ Salvatore Palella |
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Name:
Title: |
Salvatore Palella
Chief Executive Officer |
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