Current Report Filing (8-k)
October 13 2017 - 1:02PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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 9, 2017
EVO
Transportation & Energy Services, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
|
|
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)
|
|
(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):
☐
|
Written
communications 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)
|
☐
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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.
☐
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Item
3.02
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Unregistered
Sales of Equity Securities.
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The
disclosures set forth in Item 5.02 are hereby incorporated by reference into this Item 3.02.
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
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Stock
Option Plan and Option Grants
On
October 9, 2017, management of EVO Transportation & Energy Services, Inc. (the “Company”) notified Kirk Honour
that his employment as President would be terminated, effective as the close of business on October 9, 2017. In connection with
his termination, the Company and Mr. Honour entered into a Mutual Separation Agreement dated October 9, 2017 (the “Separation
Agreement”). Pursuant to the Separation Agreement, the Company and Mr. Honour agreed that (i) his last day of employment
with the Company was October 9, 2017, (ii) he will be paid an aggregate of $97,069 within ten business days after the Company
raises an aggregate of $2 million in any combination of public or private debt or equity securities offerings, and (iii) in satisfaction
of $240,276 of deferred compensation, the Company will issue 89,092 shares of its common stock to Mr. Honour within ten business
days after the Company raises an aggregate of $2 million in any combination of public or private debt or equity securities offerings.
The agreement to issue common stock was made in reliance on the exemption from registration provided by Section 4(a)(2) of the
Securities Act because the issuance does not involve a public offering, and the Company did not pay underwriter discounts or commissions
in connection with the issuance. The Separation Agreement, which is subject to a fifteen-day rescission period, also provides
for a mutual release of liabilities by the Company and Mr. Honour.
The
foregoing description of the Separation Agreement is not complete and is subject to and qualified in its entirety by the terms
of the Separation Agreement. A copy of the Separation Agreement is attached hereto as Exhibit 10.1 and incorporated herein by
reference.
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Item
9.01
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Financial
Statements and Exhibits.
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(d) Exhibits:
The following exhibits are filed as part of this report:
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:
October 13, 2017
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By:
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/s/
John P. Yeros
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Its:
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Chief
Executive Officer
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EXHIBIT
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