Filing Details

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CUSIP NO.:  None

 

This statement on Schedule 13D (this "Statement") relates to the Common Stock, par value $0.0001 per share, of EVO Transportation & Energy Services, Inc., a Delaware corporation (the "Issuer").  The principal executive offices of the Issuer are located at 8285 West Lake Pleasant Parkway, Peoria, AZ 85382.

(a)          This Statement is being filed jointly on behalf of Jerry Moyes and Vickie Moyes (together, the “Reporting Persons”).

(b)          The business address of the Reporting Persons is P.O. Box 1397, Tolleson, Arizona 85353.

(c)

Mr. Moyes

The principal occupation of Mr. Moyes is consultant. The principal business address of Mr. Moyes is P.O. Box 1397, Tolleson, Arizona 85353.

Mrs. Moyes

The principal occupation of Mrs. Moyes is homemaker.  Mrs. Moyes also is involved in civic and philanthropic commitments.  The principal business address of Mrs. Moyes is P.O. Box 1397, Tolleson, Arizona 85353.

(d) & (e) During the last five years, neither of the Reporting Persons has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)          The Reporting Persons are citizens of the United States of America.

On March 2, 2018, Mr. Moyes and the Issuer entered into that certain Subscription Agreement (the “Subscription Agreement”), pursuant to which Mr. Moyes paid the aggregate purchase price of $2,500,000 to acquire 1,000,000 shares of Common Stock and 1,000,000 warrants to purchase one share of Common Stock at an exercise price of $2.50 per share.  The purchase price was paid with the personal funds of Mr. Moyes.

The foregoing description of the Subscription Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Subscription Agreement, which is attached hereto as Exhibit 99.1.

The information set forth in Item 3 of this Schedule 13D is incorporated herein by reference.

The shares are held by the Reporting Persons for investment purposes.  In pursuing such investment purposes, the Reporting Persons may further purchase, hold, trade, dispose, pledge, or otherwise deal in the Issuer's Common Stock at times, and in such manner, as they deem advisable to benefit from changes in the market prices of such Common Stock, changes in the Issuer's operations, business strategy, or prospects, or from a sale or merger of the Issuer.  To evaluate such alternatives, the Reporting Persons will routinely monitor the Issuer's operations, prospects, business development, management, competitive and strategic matters, capital structure, and prevailing market conditions, as well as alternative investment opportunities, liquidity requirements of the Reporting Persons, and other investment considerations.  Consistent with their investment research methods and evaluation criteria, the Reporting Persons may discuss such matters with management or directors of the Issuer, other stockholders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit, and other investors.  Such factors and discussions may materially affect, and result in, the Reporting Persons' modifying their ownership of Common Stock, exchanging information with the Issuer pursuant to appropriate confidentiality or similar agreements, proposing changes in the Issuer's operations, governance, or capitalization, or in proposing one or more of the other actions described in subsections (a) through (j) of Item 4 of Schedule 13D.

 

The Reporting Persons reserve the right to formulate other plans and/or make other proposals, and take such actions with respect to their investment in the Issuer, including any or all of the actions set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D, or acquire additional Common Stock, or dispose of all the Common Stock beneficially owned by them, in the public market or privately negotiated transactions.  The Reporting Persons may at any time reconsider and change their plans or proposals relating to the foregoing.  The Reporting Persons intend to participate in and influence the affairs of the Issuer through the exercise of their voting rights with respect to their shares of the Common Stock of the Issuer.

Except as described herein, the Reporting Persons have no present plans or proposals that relate to or would result in any of the actions described in Item 4(a) through (j), inclusive, of Item 4 of Schedule 13D under Rule 13d-1(a).

(a) – (b)

The aggregate percentage of shares reported to be beneficially owned by the Reporting Persons is based upon 3,012,326 ⁽¹⁾ shares of Common Stock outstanding, which is the total number of shares outstanding as of March, 2, 2018, as described in the Subscription Agreement.  The Reporting Persons may be deemed to be the beneficial owners (pursuant to Rule 13d-3) of an aggregate of 2,000,000⁽²⁾ shares of the Issuer's Common Stock, representing approximately 66.4%⁽³⁾ of the issued and outstanding shares of Common Stock of the Issuer.  The filing of this Schedule 13D shall not be construed as an admission that any Reporting Person is, for purposes of sections 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Schedule 13D.

 

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(c)          Transactions Effected During the Past Sixty Days:

The information set forth under Items 3 and 4 of this Schedule 13D is incorporated herein by reference.

(d)

Not applicable.

(e)

Not applicable.

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The Reporting Persons beneficially own 1,000,000 Warrants with an exercise price of $2.50 which expire on March 2, 2028.

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned hereby certifies that the information set forth herein is true, complete, and correct, and that this statement is filed on behalf of the undersigned and the other signatories hereto.

 

Dated: March 12, 2018