EVO Transportation & Energy Services : Management Change - Form 8-K

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): July 10, 2023

EVO Transportation & Energy Services, Inc.

(Exact name of Registrant as Specified in Its Charter)

Registrant's Telephone Number, Including Area Code: 877-973-9191

Not Applicable

(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:

Securities registered pursuant to Section 12(b) of the Act: 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

Michael Bayles Employment Agreement

As previously disclosed on EVO Transportation & Energy Services, Inc.'s (the "Company") Current Report on Form 8-K filed on September 20, 2022, Michael Bayles was appointed the Company's Chief Executive Officer on September 14, 2022. On July 10, 2023, the Company entered into an executive employment agreement with Mr. Bayles (the "Employment Agreement"). The initial term of the Employment Agreement commenced on July 10, 2023 and ends on the earlier of (a) January 1, 2024 and (b) the consummation of a Liquidity Event (as defined in the Employment Agreement), with automatic extensions (absent notice to the contrary) of one year upon the expiration of the initial term or any renewal term.

Under the Employment Agreement, Mr. Bayles is entitled to base compensation of $400,000 per year, retroactive to June 1, 2023, reimbursement of certain expenses and incentive compensation that is based on Mr. Bayles's performance as determined by the compensation committee of the Company's board of directors. In addition, Mr. Bayles may earn a bonus of up to $1,000,000 upon the occurrence of certain specified events relating to a Liquidity Event at certain Company valuation thresholds. The Company agreed to grant Mr. Bayles 14,264,934 restricted stock units, subject to certain adjustments, which vest as follows: (a) one-third on July 10, 2023 and (b) two-thirds ratably over four years. He will also be entitled to additional equity awards pursuant to any plans or arrangements the Company may have in effect from time to time.

If Mr. Bayles is terminated without cause or he resigns with good reason, he will be entitled to receive severance, subject to his execution and non-revocation of a release of claims in favor of the Company and its officers, directors and affiliates, equal to (x) if such termination is before the expiry of the initial term, the base salary he would have been paid through the initial term or (y) if such termination is after the expiry of the initial term, six months' base salary. He will also be entitled to any unpaid base salary, reimbursement for unpaid expenses and all other accrued payments or benefits through the termination date, and certain health insurance premium payments. The Employment Agreement also includes a customary confidentiality covenant and six-month post-termination non-competition and non-solicitation covenants.

The foregoing summary description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

+ Management contract or compensatory plan or arrangement.

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 hereunto duly authorized.