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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): October 23, 2026
ZOOMCAR HOLDINGS, INC.
(Exact name of registrant
as specified in its charter)
| Delaware |
|
001-40964 |
|
99-0431609 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
Anjaneya
Techno Park, No. 147, 1st
Floor
Kodihalli,
Bangalore, India |
|
560008 |
| (Address of principal executive offices) |
|
(Zip Code) |
+91 80
4882 1871
(Registrant’s telephone
number, including area code)
(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 (see General Instruction A.2.
below):
| ☐ | Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section
12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| NA |
|
NA |
|
NA |
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 1.01 Entry into a Material Definitive
Agreement.
On October 23, 2026, Zoomcar Holdings, Inc. (the
“Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain accredited investors
(the “Purchasers”) in connection with the seventh closing (the “Seventh Closing”) of the previously announced
private placement of the Company’s Series A units (the “Units”), each Unit consisting of (i) one share of the Company’s
Series A Convertible Preferred Stock, par value $0.0001 per share and stated value of $1,000 per share (the “Preferred Shares”),
and (ii) one Series A warrant to purchase 20,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common
Stock”) (the “Warrants,” and the transaction, the “Offering”). The Units were sold at a purchase price of
$1,000 per Unit. The Offering is being conducted pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities
Act”), and Rule 506(c) of Regulation D promulgated thereunder.
At the Seventh Closing, the Company issued and
sold an aggregate of 75 Units, consisting of 75 Preferred Shares and 75 Warrants to purchase up to an aggregate of 1,500,000 shares of
Common Stock (based on 20,000 shares of Common Stock per Warrant), for aggregate gross proceeds to the Company of approximately $75,000,
before deducting placement agent fees and offering expenses. The Offering provides for the sale of up to an aggregate of $5,000,000 of
Units, plus up to an additional $5,000,000 of Units issuable pursuant to an overallotment option exercisable by the placement agent in
its sole discretion, in one or more closings, with a minimum subscription threshold of $1,000,000 having been satisfied.
As previously disclosed in the Company’s
Current Report on Form 8-K filed on October 8, 2026, the scheduled termination date of the Offering (and the corresponding “Termination
Date” as defined in the securities purchase agreements entered into with investors in the Offering) was extended to November 16,
2026, and the Company may further extend the Termination Date in accordance with the terms of the applicable securities purchase agreements.
Subscription amounts were deposited into escrow with CSC Delaware Trust Company, as escrow agent, pending the Seventh Closing.
The Preferred Shares are convertible into shares
of Common Stock in accordance with the terms of the Amended and Restated Certificate of Designation of Preferences, Rights and Limitations
of the Series A Convertible Preferred Stock (the “Certificate of Designation”) at the stated value of the Preferred Shares,
at a conversion price of $0.0116 per share of Common Stock, as adjusted from the initial conversion price of $0.05 per share of Common
Stock pursuant to the price-reset and anti-dilution provisions of the Certificate of Designation described in Item 3.03 of this Current
Report, and subject to further adjustment as provided therein, or pursuant to an alternate conversion right and, in certain circumstances,
further price-reset provisions based on subsequent sales of Common Stock by the Company set forth in the Certificate of Designation. Accordingly,
each Preferred Share issued at the Seventh Closing is convertible into 86,206 shares of Common Stock, and the 75 Preferred Shares issued
at the Seventh Closing are convertible into an aggregate of 6,465,450 shares of Common Stock, in each case at the conversion price in
effect on the date of the Seventh Closing. The Warrants have an exercise price of $0.0116 per share of Common Stock, as adjusted from
the initial exercise price of $0.0625 per share pursuant to the terms of the Warrants and subject to further adjustment as provided therein
(including for stock splits and reverse stock splits), are exercisable beginning on the date of issuance, and expire five (5) years from
the date of issuance.
The number of shares of Common Stock issuable
upon the exercise of Warrants or conversion of the Preferred Shares as described herein does not give effect to the reverse stock split
approved by the Company’s stockholders on August 11, 2026.
In connection with the Offering, the Company entered
into a registration rights agreement (the “Registration Rights Agreement”) with the Purchasers, pursuant to which the Company
agreed to file a registration statement with the U.S. Securities and Exchange Commission (the “Commission”) registering the
resale of the shares of Common Stock issuable upon conversion of the Preferred Shares and upon exercise of the Warrants by no later than
the fifteenth (15th) calendar day following the Seventh Closing, and to use its best efforts to cause such registration statement to become
effective within the time periods specified therein. The Registration Rights Agreement provides for the payment of partial liquidated
damages in certain circumstances if the Company fails to satisfy its registration obligations.
ThinkEquity LLC (the “Placement Agent”)
acted as the exclusive placement agent for the Offering pursuant to a placement agent agreement, dated as of October 23, 2026 (the “Placement
Agent Agreement”), between the Company and the Placement Agent. As compensation for its services, the Company agreed to pay the
Placement Agent a cash fee equal to 10.0% of the aggregate gross proceeds received by the Company from the Purchasers at each closing,
to reimburse certain of the Placement Agent’s expenses, to pay a non-accountable expense allowance equal to 1.0% of the gross proceeds,
and to issue to the Placement Agent (or its designees) warrants (the “Placement Agent Warrants”) to purchase a number of shares
of Common Stock equal to 10% of the shares of Common Stock underlying the securities sold in the Offering, assuming full conversion. At
the Seventh Closing, the Company issued Placement Agent Warrants to purchase up to 150,000 shares of Common Stock, representing 10% of
the 1,500,000 shares of Common Stock underlying the Warrants sold at the Seventh Closing.
John Clarke, a member of the Company’s board
of directors, is an employee of the Placement Agent; the Placement Agent Agreement, the Placement Agent Warrants and the related compensation
arrangements were authorized and approved by the disinterested members of the Company’s board of directors in accordance with Section
144 of the Delaware General Corporation Law, with Mr. Clarke having disclosed such relationship and having recused himself and abstained
from voting thereon.
The foregoing descriptions of the Purchase Agreement,
the Registration Rights Agreement, the Placement Agent Agreement, the Certificate of Designation, the Form of Series A Warrant, and the
Form of Placement Agent Warrant do not purport to be complete and are qualified in their entirety by reference to the full text of such
documents, copies of which (or the forms of which) are filed or incorporated by reference as exhibits hereto, and are incorporated herein
by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth under Item 1.01 of this
Current Report on Form 8-K is incorporated by reference into this Item 3.02.
The Units, the Preferred Shares, the Warrants
and the Placement Agent Warrants described in Item 1.01 above, and the shares of Common Stock issuable upon conversion of the Preferred
Shares and upon exercise of the Warrants and the Placement Agent Warrants, were offered and sold without registration under the Securities
Act in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506(c) of Regulation
D promulgated thereunder. The Company relied on these exemptions based, in part, on representations made by each Purchaser, including
that each Purchaser is an “accredited investor” within the meaning of Rule 501(a) of Regulation D, and the Company took reasonable
steps to verify each Purchaser’s accredited investor status. The securities have not been registered under the Securities Act or
any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from such
registration requirements.
This Current Report on Form 8-K does not constitute
an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sale of these securities in any state
or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such state or jurisdiction.
Item 3.03 Material Modification to Rights of
Security Holders.
The information set forth under Item 1.01 of this
Current Report on Form 8-K is incorporated by reference into this Item 3.03.
In connection with the issuance of shares of Common
Stock to certain holders of the Company’s outstanding convertible promissory notes upon conversion thereof, the price-reset and
anti-dilution provisions of the Certificate of Designation and of the outstanding Series A warrants were triggered. As a result, the conversion
price of the Series A Convertible Preferred Stock was reset from $0.05 per share to $0.0116 per share, and the exercise price of the outstanding
Series A warrants was correspondingly reset from $0.0625 per share to $0.0116 per share, in each case subject to further adjustment in
accordance with the Certificate of Designation and the terms of such warrants, as applicable. The reset applies to all outstanding shares
of Series A Convertible Preferred Stock and all outstanding Series A warrants, and not solely to the securities issued at the Seventh
Closing. Giving effect to the reset, each outstanding share of Series A Convertible Preferred Stock is convertible, at the stated value
thereof, into 86,206 shares of Common Stock, as compared to 20,000 shares of Common Stock at the initial conversion price of $0.05 per
share. The number of shares of Common Stock issuable upon exercise of the Series A warrants was not increased as a result of the reset
of the exercise price thereof.
The issuance of the additional shares of Common
Stock issuable upon conversion of the Series A Convertible Preferred Stock and upon exercise of the Series A warrants as a result of the
foregoing reset will be substantially dilutive to holders of the Common Stock. The Company’s board of directors has acknowledged
and approved the reset, and the Company has directed its transfer agent to reserve a number of shares of Common Stock sufficient to permit
the conversion in full of the outstanding Series A Convertible Preferred Stock and the exercise in full of the outstanding Series A warrants
and Placement Agent Warrants, in each case giving effect to the reset.
Item 8.01 Other Events.
On September 22, 2026, Zoomcar Holdings, Inc.
(the “Company”) received notice from OTC Markets Group Inc. (“OTC Markets”) that, based on the Company’s
most recently submitted verified company profile, the public float of the Common Stock was less than 10% of the Company’s total
shares outstanding, as required by Section 4.1 of the OTCQB Standards. OTC Markets granted the Company a cure period of 90 calendar days,
through December 21, 2026, to attain a public float of at least 10% of its total shares outstanding. The Company may apply in writing
for an extension of the cure period by submitting a plan to cure the deficiency, which may be granted by OTC Markets in its sole and absolute
discretion. If the Company does not regain compliance, the Common Stock may be removed from the OTCQB Venture Market.
The Company intends to seek to regain
compliance with the minimum public float requirement during the cure period. As previously disclosed, the Company is contemplating
an uplisting transaction and may pursue an application to list the Common Stock on a national securities exchange, although there
can be no assurance as to the timing or completion of any such transaction; if the Common Stock were listed on a national securities
exchange, it would cease to be quoted on the OTCQB Venture Market. The Company is also evaluating alternatives to increase the
number of unrestricted shares of Common Stock held by non-affiliates, including the removal of restrictive legends from outstanding
shares eligible for resale under Rule 144 under the Securities Act of 1933, as amended. The Company intends to submit to OTC Markets
a written plan to cure the deficiency, together with a request for an extension of the cure period. There can be no assurance that
the Company will regain compliance within the cure period, that OTC Markets will grant any extension, or that the Common Stock will
continue to be quoted on the OTCQB Venture Market. The Common Stock is not listed on any national securities exchange, and the
notice does not affect the Company’s business operations or its reporting obligations under the Securities Exchange Act of
1934, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 3.1 |
|
Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of the Series A Convertible Preferred Stock of Zoomcar Holdings, Inc., filed with the Secretary of State of the State of Delaware on June 2, 2026 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 5, 2026). |
| 4.1 |
|
Form of Series A Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 5, 2026). |
| 4.2 |
|
Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on June 5, 2026). |
| 10.1 |
|
Form of Securities Purchase Agreement, by and among Zoomcar Holdings, Inc. and the purchasers signatory thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 5, 2026). |
| 10.2 |
|
Form of Registration Rights Agreement, by and among Zoomcar Holdings, Inc. and the purchasers signatory thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on June 5, 2026). |
| 10.3* |
|
Placement Agent Agreement, dated as of October 23, 2026, by and between Zoomcar Holdings, Inc. and ThinkEquity LLC. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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.
Date: October 29, 2026
| |
ZOOMCAR HOLDINGS, INC. |
| |
|
|
| |
By: |
/s/ Deepankar Tiwari |
| |
Name: |
Deepankar Tiwari |
| |
Title: |
Chief Executive Officer |
