Item 1.01 Entry into a Material Definitive Agreement.
Loan Extension Agreements
On August 12, 2022, EVO Transportation & Energy Services, Inc. (the "Company")
and certain subsidiary guarantors of the Company entered into a Fifth Loan
Extension Agreement (the "Fifth Extension Agreement") with Antara Capital Master
Fund LP ("Antara") and each of Thomas J. Abood, the Company's chief executive
officer, Damon R. Cuzick, the Company's chief operating officer, Bridgewest
Growth Fund LLC, an entity affiliated with Billy (Trey) Peck Jr., the Company's
executive vice president - business development, and Batuta Capital Advisors LLC
("Batuta" and together with Mr. Abood, Mr. Cuzick, and Bridgewest Growth Fund
LLC, the "Executive Lenders"), an entity affiliated with Alexandre Zyngier, a
member of the Company's board of directors. Pursuant to the Fifth Extension
Agreement, (i) the maturity date of the loan from Antara to the Company pursuant
to the Senior Secured Loan and Executive Loan Agreement dated March 11, 2022
(the "Bridge Loan Agreement"), was extended from August 15, 2022 to September
15, 2022; and (ii) the maturity date of the loans from the Executive Lenders to
the Company pursuant to the Bridge Loan Agreement was extended from August 22,
2022 to September 22, 2022.
The foregoing summary of the material terms of the Fifth Extension Agreement
does not purport to be complete and is qualified in its entirety by reference to
the full text of the Fifth Extension Agreement, which is filed as an exhibit to
this Current Report on Form 8-K and incorporated herein by reference.
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Appointment of Interim Chief Financial Officer
On August 11, 2022, the Company appointed Raj Kapur, the Company's SVP and Chief
Accounting Officer, as Interim Chief Financial Officer, effective at the close
of business on August 19, 2022. Mr. Kapur will serve as the Company's principal
financial officer, in addition to continuing to serve as the Company's Chief
Accounting Officer and principal accounting officer.
There are no arrangements or understandings between Mr. Kapur and any other
person pursuant to which Mr. Kapur was appointed to serve as Interim Chief
Financial Officer of the Company. There are no family relationships between Mr.
Kapur and any director or executive officer of the Company, and Mr. Kapur has no
direct or indirect material interest in any "related party" transaction required
to be disclosed pursuant to Item 404(a) of Regulation S-K.
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Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
4.1 Fifth Loan Extension Agreement dated August 12, 2022 between
and among EVO Transportation & Energy Services, Inc., certain of
its subsidiaries as guarantors, Antara Capital Master Fund LP,
Thomas J. Abood, Damon R. Cuzick, Bridgewest Growth Fund LLC, and
Batuta Capital Advisors LLC
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