Item 1.01 Entry into a Material Definitive Agreement.
Settlement Agreement and Promissory Note
On April 14, 2023, EVO Transportation & Energy Services, Inc. (the "Company"),
Titan CNG LLC, a wholly-owned subsidiary of the Company ("Titan CNG"), Falcon
Capital, LLC ("Falcon") and Scott Honour (a former member of the Company's board
of directors), entered into a Settlement Agreement (the "Settlement Agreement")
pursuant to which the parties settled the dispute between the Company and Titan,
on the one hand, and Falcon and Mr. Honour, on the other hand, relating to that
certain Loan Agreement, dated December 31, 2014, among Tradition Capital Bank,
Titan El Toro LLC and Titan CNG, certain equipment located in Fort Worth, Texas,
and compensation for board service.
Pursuant to the Settlement Agreement, (i) the parties settled all claims
relating to the lawsuit by Falcon against Titan CNG and the Company, (ii) the
Company agreed to pay Falcon $60,000, (iii) the Company issued Falcon an
unsecured promissory note in the principal amount of $250,000 (the "Promissory
Note"), (iv) Falcon released all security interests and liens in all physical
property of the Company and Titan CNG, (v) the parties agreed on a process by
which to sell the equipment and on the distribution of net proceeds from such
sale and (vi) Falcon and Honour released all right, title and interest in and to
Titan CNG, the Company and the Company's subsidiaries. Falcon is entitled to
file a confession of judgment if the Company fails to timely cure a missed
payment to Falcon or makes more than three untimely payments.
The Promissory Note matures on September 30, 2027 and bears interest at a rate
of 6.0% per annum. On January 1, 2024, interest only on the outstanding
principal amount will be due and payable in arrears. On February 1, 2024, and on
the first day of each month thereafter, principal and interest will be due and
payable in arrears. The Promissory Note has customary events of default.
The foregoing summary descriptions of the Settlement Agreement and the
Promissory Note do not purport to be complete and are qualified in their
entirety by reference to the full texts of the Settlement Agreement and the
Promissory Note, copies of which are filed as Exhibit 10.1 and Exhibit 10.2,
respectively, to this Current Report on Form 8-K and are incorporated herein by
reference.
Third Modification Agreement to the Main Street Priority Loan Program Facility
On April 19, 2023, EVO Holding Company, LLC, Ritter Transport, Inc., John W.
Ritter Trucking, Inc., Johmar Leasing Company, LLC and Ritter Transportation
Systems, Inc. (collectively, the "Borrowers"), the Company, as guarantor, and
Commerce Bank of Arizona, Inc. ("Commerce") entered into the Third Modification
Agreement (the "Amendment") of the Loan Agreement, dated December 14, 2020,
among such parties. The Amendment modifies (i) the financial reporting
requirements of the Borrowers and
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Environmental Alternative Fuels, LLC and (ii) permitted investments to include
additional intercompany loans so long as the Borrowers' debt service coverage
ratio, as defined in the Amendment, is at least 1:20:1.00 as of the relevant
date.
The foregoing summary description of the Amendment does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Amendment, a copy of which is filed as Exhibit 10.3 to this Current Report on
Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Settlement Agreement, dated April 14, 2023, among Titan CNG, LLC,
EVO Transportation & Energy Services, Inc., Falcon Capital, LLC and
Scott Honour
10.2 Unsecured Promissory Note, dated April 14, 2023, by EVO
Transportation & Energy Services, Inc. in favor of Falcon Capital,
LLC
10.3 Third Modification Agreement, dated April 19, 2023, among EVO
Holding Company, LLC, Ritter Transport, Inc., John W. Ritter
Trucking, Inc., Johmar Leasing Company, LLC and Ritter
Transportation Systems, Inc., as the Borrowers, EVO Transportation
& Energy Services, Inc., as Guarantor, and Commerce Bank of
Arizona, Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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