false
0001854275
0001854275
2026-09-11
2026-09-11
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): September 11, 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) |
|
(IRS Employer
Identification No.) |
Anjaneya
Techno Park, No.147, 1st Floor
Kodihalli, Bangalore, India |
|
560008 |
| (Address of principal executive offices) |
|
(Zip Code) |
+918048821871
(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 is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | 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 September 11, 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 sixth closing (the “Sixth 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 Sixth Closing, the Company issued and sold
an aggregate of 156 Units, consisting of 156 Preferred Shares and 156 Warrants to purchase up to an aggregate of 3,120,000 shares of Common
Stock (based on 20,000 shares of Common Stock per Warrant), for aggregate gross proceeds to the Company of approximately $155,000, 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. The Offering is scheduled
to terminate on October 9, 2026, unless extended in the Company’s discretion. The Offering’s scheduled termination date is
further discussed in Item 8.01 of this Current Report, and is incorporated herein by reference. Subscription amounts were deposited into
escrow with CSC Delaware Trust Company, as escrow agent, pending the Sixth 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 an initial conversion price of $0.05 per share of Common Stock, subject to adjustment as provided therein, or pursuant to an
alternate conversion right and, in certain circumstances, price-reset provisions based on subsequent sales of Common Stock by the Company
set forth in the Certificate of Designation. The Warrants have an exercise price of $0.0625 per share of Common Stock, subject to 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 Sixth 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 September 11, 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 Sixth Closing, the Company is obligated to issue Placement Agent Warrants to purchase up to 312,000 shares of Common Stock, representing
10% of the 3,120,000 shares of Common Stock underlying the Warrants sold at the Sixth Closing, having terms substantially similar to the
Warrants.
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 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 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 8.01 Other Events.
The information set forth in Item 1.01 of this
Current Report regarding the Offering and the Purchase Agreement is incorporated herein by reference.
On September 18, 2026, the Company, with the agreement
of the Placement Agent, extended 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) from September 20, 2026 to October 9, 2026.
The Company may further extend the Termination Date in accordance with the terms of the applicable Securities Purchase Agreements.
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 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 September 11, 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: September 18, 2026 |
ZOOMCAR HOLDINGS, INC. |
| |
|
| |
By: |
/s/ Deepankar Tiwari |
| |
Name: |
Deepankar Tiwari |
| |
Title: |
Chief Executive Officer |
