--- schema_version: "secwatch.filing_event.v1" accession: "0001079973-23-001549" form_type: "8-K" ticker: "MCOM" cik: "0001788841" company_name: "micromobility.com Inc." filed_at: "2023-11-13T23:59:59+00:00" generated_at: "2026-06-08T05:20:17.653269+00:00" event_type: "other_material" sentiment: "negative" materiality_score: 0.65 calibrated_materiality_score: 0.65 confidence: "high" source: SEC EDGAR --- # Micromobility.com issues $4M convertible note at 15% OID; shareholders approve 1:150 reverse split ## Summary - Issued $4M convertible promissory note to YA II PN, Ltd.; gross proceeds $3.4M after 15% OID; conversion at $0.25/share. - Reverse stock split of 1:150 approved; effective Dec 4, 2023; shares outstanding cut from ~285M to ~1.9M. - Authorized shares increased from 400M to 1B (900M common, 100M preferred); Class B common stock removed. - Note matures March 31, 2024; cash repayments carry a 5% premium; 15% default interest rate. - All four proposals passed with majority votes at Nov 13, 2023 special meeting. ## SEC filing metadata - accession: 0001079973-23-001549 - form_type: 8-K - ticker: MCOM - cik: 0001788841 - company_name: micromobility.com Inc. - filed_at: 2023-11-13T23:59:59+00:00 - event_type: other_material - sentiment: negative - materiality_score: 0.65 - calibrated_materiality_score: 0.65 - confidence: high - sec_items: 1.01, 2.03, 3.02, 5.03, 5.07, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1788841/000107997323001549/0001079973-23-001549-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1788841/000107997323001549/mcom_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001079973-23-001549 - JSON: https://secwatch.observer/filing/0001079973-23-001549.json - Plain text: https://secwatch.observer/filing/0001079973-23-001549.txt ## Key facts - Debt Financings micromobility.com Inc. incurred convertible notes of $4.0 million with YA II PN, Ltd. at 15% per year maturing March 31, 2024. - Instrument: convertible notes - Principal: $4.0 million - Counterparty: YA II PN, Ltd. - Rate: 15% per year - Maturity: March 31, 2024 - Event: incurrence source text: On November 13, 2023, we issued and sold a convertible promissory note with an aggregate principal amount of $4.0 million (the “Promissory Note”) in a private placement to YA II PN, Ltd. (“Yorkville”) evidence_url: https://www.sec.gov/Archives/edgar/data/1788841/000107997323001549/0001079973-23-001549-index.htm - Governance Changes micromobility.com Inc.: Amended Certificate of Incorporation to effect a 1-for-150 reverse stock split, increase authorized shares from 400M to 1B, and remove Class B common stock (effective 2023-12-04). - Change: charter amendment - Effective: 2023-12-04 source text: On November 13, 2023, the Company filed with the Secretary of State of the State of Delaware a certificate of amendment to its Restated Certificate of Incorporation (the “Certificate of Amendment”) to effect the Reverse Stock Split Proposal, Authorized Increase Proposal, and Class B Removal Proposal. evidence_url: https://www.sec.gov/Archives/edgar/data/1788841/000107997323001549/0001079973-23-001549-index.htm - Material Agreements micromobility.com Inc. entered into Promissory Note with YA II PN, Ltd. valued at aggregate principal amount of $4.0 million (effective 2023-11-13). - Action: entry - Agreement: notes offering - Counterparty: YA II PN, Ltd. - Value: aggregate principal amount of $4.0 million - Effective: 2023-11-13 source text: On November 13, 2023, we issued and sold a convertible promissory note with an aggregate principal amount of $4.0 million (the “Promissory Note”) in a private placement to YA II PN, Ltd. (“Yorkville”) evidence_url: https://www.sec.gov/Archives/edgar/data/1788841/000107997323001549/0001079973-23-001549-index.htm - Shareholder Votes micromobility.com Inc. shareholders approved To authorize the Board to amend the Certificate of Incorporation to increase the number of authorized shares of capital stock from 400 million shares to 1 billion shares at the 2023-11-13 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-11-13 source text: To authorize the Company’s Board to amend the Company’s Certificate of Incorporation to increase the number of authorized shares of capital stock (the “Authorized Increase”) from four hundred million shares (consisting of 300,000,000 shares of Common Stock and 100,000,000 shares of preferred stock) to one billion shares (consisting of 900,000,000 shares of Common Stock and 100,000,000 shares of preferred stock); For Against Abstain 73,348,016 34,744,457 113,725 evidence_url: https://www.sec.gov/Archives/edgar/data/1788841/000107997323001549/0001079973-23-001549-index.htm - Shareholder Votes micromobility.com Inc. shareholders approved To approve the adjournment of the Special Meeting if there are insufficient votes to approve the above proposals at the 2023-11-13 meeting. - Outcome: passed - Meeting: 2023-11-13 source text: to approve the adjournment of the Special Meeting if there are insufficient votes at the Special Meeting to approve the above proposals (the “Adjournment Proposal”). For Against Abstain 75,092,241 32,834,484 279,473 evidence_url: https://www.sec.gov/Archives/edgar/data/1788841/000107997323001549/0001079973-23-001549-index.htm - Shareholder Votes micromobility.com Inc. shareholders approved To authorize the Board to amend the Certificate of Incorporation to remove the Class B common stock from authorized capital stock at the 2023-11-13 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-11-13 source text: To authorize the Company’s Board to amend the Company’s Certificate of Incorporation to remove the Class B common stock, par value $0.00001 per share from the authorized capital stock of the Company (the “Class B Removal”); and For Against Abstain 79,928,539 27,130,557 1,147,102 evidence_url: https://www.sec.gov/Archives/edgar/data/1788841/000107997323001549/0001079973-23-001549-index.htm - Shareholder Votes micromobility.com Inc. shareholders approved To authorize the Board to amend the Certificate of Incorporation to effect a reverse stock split of common stock at a ratio of no less than 1-for-50 and no more than 1-for-200 at the 2023-11-13 meeting. - Proposal: reverse split - Outcome: passed - Meeting: 2023-11-13 source text: To authorize the Company’s Board to amend the Company’s Certificate of Incorporation to effect a reverse stock split of the Company’s issued and outstanding common stock of the Company, consisting of both the Company’s Class A common stock, par value $0.00001 per share, by a ratio of no less than 1-for-50 and no more than 1-for-200, with the exact ratio to be determined by the Board in its sole discretion (the “Reverse Stock Split”); For Against Abstain 73,025,641 35,127,824 52,733 evidence_url: https://www.sec.gov/Archives/edgar/data/1788841/000107997323001549/0001079973-23-001549-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.