Item 1.01 Entry into a Material Definitive Agreement.
On June 20, 2022, we entered into an amended and restated term sheet (the "Term
Sheet") with Wheels Labs, Inc. ("Wheels"), a leading last-mile, shared electric
mobility platform using proprietary vehicles with integrated helmet technology.
Pursuant to the Term Sheet, we will negotiate with Wheels for the acquisition of
all of the outstanding capital stock of Wheels. The proposed acquisition of the
capital stock of Wheels is non-binding. We and Wheels might not agree on final
terms, meet the closing conditions of any final terms or, for any other reason,
close the proposed acquisition if we ever agree to final terms.
Although the proposed acquisition is non-binding, we are required under the Term
Sheet to provide Wheels a deposit of $1 million on July 10, 2022 and August 1,
2022, unless the Term Sheet is terminated prior to the respective dates or a
definitive agreement has been entered into for such transaction. This is in
addition to a deposit of $1 million which we had previously paid to Wheels in
connection with the proposed transaction.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Our independent director Kimberly Wilford informed us that she will step down as
one of our directors and as a member of our nominating committee and
compensation committee as of June 17, 2022. Her resignation is not the result of
any disagreement with us regarding our operations, policies or practices. Ms.
Wilford cited limited availability due to other prior professional commitments
as to the reason why she no longer could satisfy her duties in good faith as a
director of Helbiz.
We have begun the search for an additional independent director to serve on our
board of directors.
Our Chief Executive Officer, Salvatore Palella, controls a majority of the
voting power of our outstanding capital stock. So long as more than 50% of the
voting power for the election of directors is held by an individual, a group or
another company, we will qualify as a "controlled company" under Nasdaq's
continued listing requirements. As a result, we are a "controlled company" under
Nasdaq's listing standards and are not subject to the requirements that would
otherwise require us to have: (i) a majority of independent directors; (ii) a
nominating committee comprised solely of independent directors;
(iii) compensation of our executive officers determined by a majority of the
independent directors or a compensation committee comprised solely of
independent directors; and (iv) director nominees selected, or recommended for
the Board's selection, either by a majority of the independent directors or a
nominating committee comprised solely of independent directors. Although we do
not intend to rely on the exemptions for controlled companies when we appoint
our new director, we may eventually rely upon some or all of the controlled
company exemption.
Item 7.01 Regulation FD Disclosure
On June 21, 2022, we issued a press release disclosing the proposed acquisition
of Wheels as set out in the Term Sheet. A copy of the press release is attached
hereto as Exhibit 99.1. This press release is furnished under this Item 7.01 of
this Current Report on Form 8-K and shall not be deemed filed with the
Securities and Exchange Commission for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended.
© Edgar Online, source Glimpses