Current Report Filing (8-k)
March 07 2023 - 10:24AM
Edgar (US Regulatory)
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0001394638
2023-03-01
2023-03-01
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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): March
1, 2023
DRIVEITAWAY
HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware |
000-52883 |
20-4456503 |
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
3401 Market Street, Suite 200/201
Philadelphia, PA 19104
(Address of principal executive office) (Zip Code)
(856) 577-2763
(Registrants’ telephone number, including area
code)
(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 |
None |
None |
None |
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 1.01 Entry into a Material Definitive
Agreement.
On March 1, 2023, DriveitAway Holdings,
Inc. (the “Company”) closed on a transaction with four (4) investors pursuant to respective Subscription Agreements
for an aggregate amount of $62,500. Each investor was issued a Promissory Note, dated March 1, 2023 (the “Note”), for their
respective investment amounts at an interest rate of 15%. The principal and interest on the Note shall be payable as follows:
|
(a) |
the principal balance shall be due and payable on June
30, 2023 (the “Maturity Date”); and |
|
(b) |
All interest shall accrue and be due and payable upon the
Maturity Date |
The net proceeds to the Company
of $62,500 will be used for working capital and other general corporate purposes.
Pursuant to the terms of the Note,
a failure to timely make any payment due on the Note or any other default of this Note shall constitute an event of default (an “Event
of Default”). From and after an Event of Default has occurred under this Note, the interest rate of the Note shall be increased
by five hundred (500) basis points. Such increased interest rate shall take effect upon the occurrence of any such Event of Default: (i)
without notice to the Company if such default is on account of a monetary payment obligation under this Note or any other agreement by
and between the Company and the Holder dated of even date herewith; or (ii) upon notice and the expiration of a ten (10) day cure period
if the default is on account of any obligation other than a monetary payment obligation. The Company shall be responsible for curing such
default(s) before all respective grace periods expire and for providing unambiguous written proof to Holder that such default(s) is cured,
or such default(s) shall conclusively be deemed not cured.
In addition, each investor was
issued a Common Stock Purchase Warrant (the “Warrant”) by the Company in an amount equal to two times the amount of their
respective investments, for an aggregate amount of 125,000 warrants, at an exercise price of $0.05 per share, exercisable within five
(5) years from the date of issuance. Pursuant to the terms of the Warrant, the warrants include various covenants of the Company for the
benefit of the warrant holder, and also include a beneficial ownership limitation on the holder that, in certain circumstances, may serve
to restrict the holder’s right to exercise the warrants. In addition, the shares issuable upon the exercise of the warrant shall
be included in the next succeeding registration statement filed by the Company with the Securities and Exchange Commission.
The Note and Warrant were issued,
and any shares to be issued pursuant to any conversion of the Note or the exercise of the warrants shall be issued in a private placement
in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.
The foregoing
description of the Note, Warrant, and Subscription Agreement does not purport to be complete and is qualified in their entirety by reference
to the full text of the respective agreements, which are filed as Exhibits 4.1, 4.2, and 10.1, respectively, to this Current Report on
Form 8-K and are incorporated herein by reference.
Item 2.03 Creation of
a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information
set forth under Item 1.01 is incorporated herein by reference.
Item 3.02 Unregistered
Sales of Equity Securities.
The
information set forth under Item 1.01 is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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 thereunto duly authorized.
|
DRIVEITAWAY HOLDINGS, INC. |
|
|
|
Dated: March 7, 2023 |
By: |
/s/ John
Possumato |
|
Name: |
John Possumato |
|
Title: |
Chief Executive Officer |
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