Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934

 

(Amendment No. 3)*

 

EVO Transportation & Energy Services, Inc.

(Name of Issuer)

 

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

 

26928L 107

(CUSIP Number)

 

Lance Kravitz

Antara Capital LP

500 Fifth Avenue, Suite 2320

New York, New York 10110

(646) 762 8591

(Name/Address/Telephone Number of Person Authorized to Receive Notices and Communications)

 

March 24, 2020

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box  [   ].

 

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7(b) for other parties to whom copies are to be sent.

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

44498.00002

 

 

SCHEDULE 13D

CUSIP No. 26928L 107

 

 

 

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44498.00002

 

CUSIP No. 26928L 107

 

 

 

 

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CUSIP No. 26928L 107

 

 

 

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CUSIP No. 26928L 107

 

 

 

*Includes (i) 7,678,404 shares of Common Stock (as defined below) issuable upon the exercise of the Warrants owned directly by Antara Capital Master Fund LP, plus (ii) 346,596 shares of Common Stock (as defined below) issuable upon the exercise of the Warrants owned directly by a managed account for which Antara Capital LP serves as investment manager.  

^†Based on (i) 14,287,263 shares of Common Stock outstanding as of December 4, 2019, in reliance on the Issuer’s Form 10-Q filing for the quarterly period ended March 31, 2019, plus (ii) 7,678,404 shares of Common Stock issuable upon the exercise of the Warrants owned directly by Antara Capital Master Fund LP, plus (iii) 346,596 shares of Common Stock (as defined below) issuable upon the exercise of the Warrants owned directly by a managed account for which Antara Capital LP serves as investment manager.

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44498.00002

 

CUSIP No. 26928L 107

 

 

 

*Includes (i) 7,678,404 shares of Common Stock (as defined below) issuable upon the exercise of the Warrants owned directly by Antara Capital Master Fund LP, plus (ii) 346,596 shares of Common Stock (as defined below) issuable upon the exercise of the Warrants owned directly by a managed account for which Antara Capital LP serves as investment.  

^†Based on (i) 14,287,263 shares of Common Stock outstanding as of December 4, 2019, in reliance on the Issuer’s Form 10-Q filing for the quarterly period ended March 31, 2019, plus (ii) 7,678,404 shares of Common Stock issuable upon the exercise of the Warrants owned directly by Antara Capital Master Fund LP, plus (iii) 346,596 shares of Common Stock (as defined below) issuable upon the exercise of the Warrants owned directly by a managed account for which Antara Capital LP serves as investment manager.

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44498.00002

 

Item 1.  Security and Issuer

This Amendment No. 3 (this “Amendment No. 3”) amends the Schedule 13D originally filed on September 27, 2019 (the “Original Schedule 13D”, as amended by Amendment No. 1 filed on October 18, 2019 (“Amendment No. 1”), Amendment No. 2 filed on March 2, 2020 (“Amendment No. 2”) and together with this Amendment No. 3, this “Schedule 13D”). This Amendment No. 3 relates to the common stock, par value $.0001 (“Common Stock”) of EVO Transportation & Energy Services, Inc. (“EVO” or the “Issuer”).  The address of the principal executive office of EVO is 8285 West Lake Pleasant Parkway, Peoria, Arizona 85382.

Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported in the Original Schedule 13D. Capitalized terms used but not otherwise defined in this Amendment No. 3 shall have the meanings ascribed to them in the Original Schedule 13D, as amended by Amendment No. 1 and Amendment No. 2.

Item 5.  Interest in Securities of the Issuer

Item 5 is hereby amended by replacing the text contained in Item 5(a) with the following:

 

(a)The Reporting Persons beneficially own, in the aggregate, 8,025,000 shares of Common Stock, issuable upon exercise of the Warrants. For a more detailed description of the Warrants, as amended, see Item 6 of this Schedule 13D, which descriptions are incorporated by reference herein in response to this Item 5.

The aggregate percentage of Common Stock reported owned by each person named herein is based upon a total of 14,287,263 shares of Common Stock outstanding as of December 4, 2019, in reliance on the Issuer’s Form 10-Q filing for the quarterly period ended March 31, 2019. The Common Stock issued pursuant to the Equity Issuance (as defined in Amendment No. 2) have been redeemed and are no longer deemed outstanding, and as a result, such shares have been omitted from the calculation of the aggregate percentage of Common Stock reported owned by the Reporting Persons.

As of the date hereof, the Reporting Persons have the following interest in securities of EVO:

 

 

Himanshu Gulati is deemed to have beneficial ownership of the Common Stock owned beneficially by each of the foregoing persons and, for the avoidance of doubt, the Managed Account.  Antara Fund GP is deemed to have beneficial ownership of the Common Stock owned beneficially by Antara Master Fund. Antara GP and Antara Capital are deemed to have beneficial ownership of the Common Stock owned beneficially by Antara Master Fund and the Managed Account.

 

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Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 is hereby amended to add the following supplemental information:

(j) Amendment to Forbearance Agreement and Second Incremental Amendment to Financing Agreement

Antara Master Fund entered into that certain Amendment to Forbearance Agreement and Second Incremental Amendment to Financing Agreement, dated as of March 24, 2020, by and among the Issuer, Antara Master Fund, Cortland Capital Market Services LLC, as administrative agent and collateral agent, and other entities from time to time party thereto (the “Second Incremental Amendment”). Pursuant to the Second Incremental Amendment, Antara Master Fund agreed to, among other things, (a) include certain additional events of default to the list of Specified Defaults (as defined in the Incremental Amendment) with respect to which Antara Master Fund agreed to forbear from exercising certain rights, remedies, powers, privileges and defenses under the Financing Agreement and certain other loan agreements for a specified period of time and (b) provide to the Issuer in the aggregate $3,061,224.49 in additional Term Loan Commitments (as defined in the Financing Agreement).

The foregoing summary of the material terms of the Second Incremental Amendment is not complete and is qualified in its entirety by reference to the text of such Second Incremental Amendment, a copy of which is filed herewith as Exhibit 1, the terms of which are incorporated herein by reference.

Item 7.  Material to be Filed as Exhibits

Item 7 is hereby amended to add the following:

 

 

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Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

 

 

 

 

 

 

 

 

 

 

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