0001839608falseNONE00018396082024-07-312024-07-31

 

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): July 31, 2024

 

 

Getaround, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-40152

85-3122877

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

PO Box 24173

 

Oakland, California

 

94623

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 415 295-5725

 

 

(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 registrant under any of the following provisions:

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)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

N/A

 

N/A

 

N/A

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.

 


Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously disclosed, on July 9, 2024, Getaround, Inc. (the “Company”) received notice the New York Stock Exchange (“NYSE”) suspended trading of its common stock on the NYSE effective immediately and started the process to delist the Company's common stock from the NYSE. The start of the delisting process followed the NYSE’s determination under Rule 802.01B of the NYSE Listed Company Manual that the Company did not meet the continued listing standard that requires listed companies to maintain an average global market capitalization of at least $15 million over a period of 30 consecutive trading days. The Company had a right to appeal the determination to delist its common stock and filed a written request for such a review on July 23, 2024. On August 02, 2024, the Company notified NYSE that it determined to officially withdraw its request for a hearing.

On August 5, 2024, NYSE filed a Form 25 with the Securities and Exchange Commission to delist the Company’s common stock from listing and registration on NYSE effective on August 16, 2024.

The Company’s common stock and public warrants are quoted on the OTC Pink Market under the symbols “GETR” and “GETRW,” respectively.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On July 31, 2024, at the Company's Annual Meeting of Stockholders (the “Annual Meeting”) the Company's stockholders in attendance, constituting a quorum under the Amended and Restated Bylaws of the Company, voted on the following proposals (collectively, the “Proposals”) described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on July 3, 2024 (the “Proxy Statement”), to: (i) elect two Class I directors and two Class II directors to the Company’s Board of Directors (the “Board”); (ii) ratify the appointment of dbbmckennon as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024; (iii) approve an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s issued and outstanding common stock at a ratio of not less than 1-for-10 and not greater than 1-for-50, with the exact ratio and effective time of the reverse stock split, if any, to be determined in the sole discretion of the Board (the “Reverse Stock Split Proposal”); (iv) approve, for purposes of the rules of the New York Stock Exchange, the potential issuance of more than 19.99% of the Company’s outstanding common stock upon the conversion of the Company’s outstanding convertible notes following an adjustment to the conversion rate of the convertible notes (the “Convertible Note Share Issuance Proposal”); (v) approve, for purposes of the rules of the New York Stock Exchange, the potential issuance of more than 19.99% of the Company’s outstanding common stock upon the exercise of certain outstanding inducement grants (the “Inducement Grant Share Issuance Proposal”); (vi) approve the amendment and restatement of the Getaround, Inc. 2022 Equity Incentive Plan to, among other things, increase the number of shares of common stock reserved for issuance thereunder by 4,000,000 shares and increase the annual evergreen percentage increase to the number of shares of common stock reserved for issuance thereunder (the “Equity Incentive Plan Proposal”); and (vii) authorize and approve a repricing of certain stock options issued under the Getaround, Inc. Amended and Restated 2010 Stock Plan and 2022 Equity Incentive Plan that are held by eligible service providers (the “Stock Option Repricing Proposal”).

At the Annual Meeting, all nominated directors were elected, and the stockholders also voted to ratify the appointment of dbbmckennon as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, and to approve the Reverse Stock Split Proposal and the Convertible Note Share Issuance Proposal. The Inducement Grant Share Issuance Proposal, the Equity Incentive Plan Proposal and the Stock Option Repricing Proposal were not approved by the stockholders.

The final voting results with respect to each Proposal is as set forth below.

For

Against

Abstain / Withhold

Broker
Non-Votes

1.

Election of Directors

Class I Nominees

Bruno Bowden

17,332,228

30,636,823

11,873,244

Ravi Narula

17,402,141

30,566,910

11,873,244

Class II Nominees

Eduardo Iniguez

40,733,544

7,235,507

11,873,244

Jason Mudrick

40,821,044

7,148,007

11,873,244

2.

Ratification of Appointment of dbbmckennon

57,031,607

2,768,221

42,467

3.

Reverse Stock Split Proposal

49,867,737

9,702,597

271,961

4.

Convertible Note Share Issuance Proposal

45,860,693

2,082,442

25,916

11,873,244


5.

Inducement Grant Share Issuance Proposal

15,594,121

31,700,407

674,523

11,873,244

6.

Equity Incentive Plan Proposal

21,439,247

25,843,186

686,618

11,873,244

7.

Stock Option Repricing Proposal

21,426,423

26,501,610

41,018

11,873,244


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.

 

GETAROUND, INC.

Date:

August 6, 2024

By:

/s/ Spencer Jackson

Name:

Title:

Spencer Jackson
General Counsel & Secretary

 


v3.24.2.u1
Document And Entity Information
Jul. 31, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Jul. 31, 2024
Entity Registrant Name Getaround, Inc.
Entity Central Index Key 0001839608
Entity Emerging Growth Company true
Entity File Number 001-40152
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 85-3122877
Entity Address, Address Line One PO Box 24173
Entity Address, City or Town Oakland
Entity Address, State or Province CA
Entity Address, Postal Zip Code 94623
City Area Code 415
Local Phone Number 295-5725
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Ex Transition Period false
Title of 12(b) Security N/A
No Trading Symbol Flag true
Security Exchange Name NONE

Getaround (NYSE:GETR)
Historical Stock Chart
From Oct 2024 to Oct 2024 Click Here for more Getaround Charts.
Getaround (NYSE:GETR)
Historical Stock Chart
From Oct 2023 to Oct 2024 Click Here for more Getaround Charts.