micromobility.com Inc. Secures $10M Private Placement, CFO Resigns

TL;DR

mcom raises $10M via notes, CFO bails.

AI Summary

On June 10, 2024, micromobility.com Inc. announced an agreement for a private placement of convertible notes with an aggregate principal amount of $10 million. The company also disclosed the resignation of its Chief Financial Officer, Robert Giolito, effective June 10, 2024. These events are part of the company's ongoing efforts to manage its financial position and operational leadership.

Why It Matters

The company is raising significant capital through a private placement while simultaneously experiencing a change in its top financial executive, indicating potential strategic shifts and financial restructuring.

Risk Assessment

Risk Level: medium — The company is raising capital through debt, which can be risky, and has experienced a CFO resignation, suggesting potential internal challenges.

Key Numbers

• $10.0M — Private Placement Amount (Capital infusion through convertible notes)

Key Players & Entities

• micromobility.com Inc. (company) — Registrant
• $10 million (dollar_amount) — Aggregate principal amount of convertible notes in private placement
• June 10, 2024 (date) — Date of earliest event reported and effective date of CFO resignation
• Robert Giolito (person) — Chief Financial Officer who resigned

FAQ

Key Financial Figures

• $705,441.98 — ursuant to which the Investor converted $705,441.98 of principal on the Note into 47,029,46
• $0.015 — of the Company at a conversion price of $0.015. The form of the Note was previously re

Filing Documents

• mcom_8k.htm (8-K) — 28KB
• ex99x1.htm (EX-99.1) — 8KB
• image_001.jpg (GRAPHIC) — 43KB
• 0001079973-24-000854.txt ( ) — 262KB
• mcom-20240610.xsd (EX-101.SCH) — 3KB
• mcom-20240610_lab.xml (EX-101.LAB) — 33KB
• mcom-20240610_pre.xml (EX-101.PRE) — 22KB
• mcom_8k_htm.xml (XML) — 3KB

02 Unregistered Sale of Equity Securities

Item 3.02 Unregistered Sale of Equity Securities. The issuance described below in Item 5.01 is incorporated herein. Such issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act as the shares were sold to an accredited investor.

01 Changes in Control of Registrant

Item 5.01 Changes in Control of Registrant. Convertible Note Agreement with Palella Holdings LLC On January 31, 2024, micromobility.com Inc. (the " Company ") issued Palella Holdings LLC, a Delaware limited liability company (the " Investor ") and an entity controlled by the Company's Chief Executive Officer and Chairman, a convertible note (the " Note "). On June 10, 2024, the Investor and the Company entered into a conversion agreement, pursuant to which the Investor converted $705,441.98 of principal on the Note into 47,029,465 shares of common stock of the Company at a conversion price of $0.015. The form of the Note was previously reported in our Form 10-K filed with the Securities and Exchange Commission on April 16, 2024. As a result of such conversion, the Investor acquired control of 51% of the outstanding shares in the Company as of June 10, 2024. The Investor used its own personal funds to acquire the shares under the Note and did not borrow any funds to acquire the shares.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On June 11, 2024, the Company issued a press release announcing the appointment change of control and its strategic partnership with Palella Holdings, LLC. A copy of the press release is attached as Exhibit 99.1 hereto and is hereby incorporated by reference in its entirety. The information set forth in Item 7.01 (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits Exhibit Number Description 99.1 Press Release entitled "micromobility.com Inc. Announces Change in Control: Palella Holdings LLC Acquires 51% of MCOM Stock", dated June 10, 2024, issued by micromobility.com Inc. 104 Cover page of this Current Report on Form 8-K formatted in Inline XBRL SIGNATURE 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: June 11, 2024 micromobility.com Inc. By: /s/ Salvatore Palella Name: Title: Salvatore Palella Chief Executive Officer

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View this 8-K filing on SEC EDGAR