Title | Details | Offering Amt | Shr Amt | Share Price | Warrants | Bank | Date | Type | |
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SHARE RESALE REGISTRATION | For the February 2025 and December 2024 Warrants | - | 6.68 M | - | - | - | Mar 4, 2025 | S-1 |
Title | Registered | Remaining Warrants | Ex Price | Cost Basis | Total Warrants | Owners | Bank | Price Protection | Details | Exercisable Date | Expiration Date | Filed Date | |
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April 2025 - Series B Warrants (3rd Closing) | Not Registered | 1,410,261 | $0.00 | 6 | 1,410,261 | SHN Financial, L1, Empery, Alpha Capital Anstalt, Bigger Capital, District 2, Sabby | Aegis Capital Corp. | Full Ratchet, Reset, Proportional Adjustment | The Series B Warrants are not initially exercisable but include a reset on the Reset Date. If the VWAP at that time is below $1.56 (the original purchase price), the number of shares issuable will be adjusted so that the total shares received—counting both First Closing shares and Series B Warrant shares—matches what investors would have received if the offering price had been based on the VWAP. This adjustment is subject to a minimum floor price of $0.312. | Nov 6, 2024 | - | Apr 4, 2025 | |
April 2025 - Series A Warrants (3rd Closing) | Not Registered | 5,508,833 | $6.24 | - | 5,508,833 | SHN Financial, L1, Empery, Alpha Capital Anstalt, Bigger Capital, District 2, Sabby | Aegis Capital Corp. | Full Ratchet, Reset, Proportional Adjustment | The Series A Warrants include a reset feature on the later of (a) 10 trading days after Stockholder Approval or (b) the earlier of (i) 10 trading days after the Resale Registration Effective Date or (ii) 12 months and 10 trading days after issuance (the “Reset Date”). On this date, if the volume-weighted average price (VWAP) is below $1.56 (the original purchase price), the exercise price will reset to the lower VWAP (but not below $0.312), and the number of warrant shares will increase to maintain the same total exercise value. If there's a reverse stock split (“Share Combination Event”), the exercise price resets to the lower of the current exercise price or the lowest VWAP in the 5 trading days after the split, also subject to the $0.312 floor. If this happens before Stockholder Approval, the minimum floor is $4.03 until approval is obtained—at which point the price resets again to the lower of prior VWAPs or $0.312. The Series A Warrants also have full ratchet anti-dilution protection: if the company issues securities below the current exercise price (a “Dilutive Issuance”), the exercise price will adjust to match, and the number of warrant shares will increase to maintain the total value, again subject to the $0.312 floor. Finally, if the November Warrants (issued in a prior offering) adjust based on VWAP, the Series A Warrants will mirror that adjustment. | - | - | Apr 4, 2025 | |
February 2025 - Warrants for Consultant | Pending Effect | 50,000 | $0.20 | - | 50,000 | SHN Financial, L1, Empery, Alpha Capital Anstalt, Bigger Capital, District 2, Sabby | Aegis Capital Corp. | Customary Anti-Dilution | na | Feb 4, 2025 | - | Feb 6, 2025 | |
February 2025 - Series A Warrants 2nd closing | Pending Effect | 1,501,404 | $6.24 | - | 1,501,404 | SHN Financial, L1, Empery, Alpha Capital Anstalt, Bigger Capital, District 2, Sabby | Aegis Capital Corp. | Full Ratchet, Reset, Proportional Adjustment | The Series A Warrants contain a reset adjustment occurring on the date that is the later of (a) ten trading days after Stockholder Approval or (b) the earliest of (i) the date which is ten consecutive trading days after the Resale Registration Effective Date or (ii) 12 months and ten trading days following the issuance date of the Series A Warrants (the "Reset Date"). The reset occurring on the Reset Date would occur if the price of the Common Stock at such time determined by a volume weighted average formula (the "VWAP Formula") is less than the per share purchase price of the Securities on the First Closing Date (i.e. 1.56) and if so the exercise price would be reduced to such lower price and the number of shares exercisable would be increased so that the aggregate exercise price of the Series A Warrants would remain the same. For the purposes of determining the reset price the VWAP Formula will be subject to a floor price of $0.312 (the "Post-Stockholder Approval Floor Price"). In addition the Series A Warrants include a provision that resets the exercise price with a proportionate adjustment to the number of shares underlying the Series A Warrant in the event of a reverse split of the Company’s common stock at any time after the issuance date (a "Share Combination Event"). In the event of a Share Combination Event the exercise price of the Series A Warrants will be reset to a price equal to the lesser of (i) the then exercise price and (ii) the lowest volume weighted average price (VWAP) during the period commencing five trading days immediately after the date the Company effects a reverse stock split (the "Event Market Price") provided that the adjustment to the exercise price shall not reduce the exercise price below the Post-Stockholder Approval Floor Price; and provided further that notwithstanding the foregoing if one or more Share Combination Events occur prior to the Stockholder Approval being obtained and the reduction of the exercise price is limited to $4.03 which is the floor price prior to the Stockholder Approval then once the Stockholder Approval is obtained the exercise price will automatically be reduced to equal the greater of (a) the lowest Event Market Price with respect to any Share Combination Event that occurred prior to the Stockholder Approval being obtained and (b) the Post-Stockholder Approval Floor Price. The Series A Warrants are also subject to full ratchet anti-dilution protection for any issuances of Company securities (other than certain excluded issuances) at a price or effective price (as determined in accordance with the terms of the Series A Warrants the "Dilutive Issuance Price") that is less than the then current exercise price of the Series A Warrants following the issuance (a "Dilutive Issuance"). Additionally the Series A Warrants also adjust in the event to an adjustment to the warrants (the "November Warrants") issued to certain investors in an offering by the Company closed on November 7 2024 (the "November Offering"). Since the November Warrants by their terms adjust to the lower of the $1.56 purchase price of this offering or the lowest VWAP during the period including the First Closing Date and the four (4) consecutive trading days immediately following the First Closing Date (the "November Warrants Adjustment") a similar adjustment will be made to the Series A Warrants. With respect to any additional Dilutive Issuances other than as a result of an adjustment to the November Warrants the exercise price of the Series A Warrants will be reduced to the Dilutive Issuance Price in each case subject to the Post-Stockholder Approval Floor Price. Upon any adjustment pursuant to a Dilutive Issuance the number of shares of Common Stock exercisable under the Series A Warrants would be increased so that the aggregate exercise price of the Series A Warrants would remain the same. Floor price is $0.312 | Feb 4, 2025 | Feb 4, 2030 | Feb 6, 2025 | |
February 2025 - Series B Warrants 2nd closing | Pending Effect | 384,359 | $0.00 | 6 | 384,359 | SHN Financial, L1, Empery, Alpha Capital Anstalt, Bigger Capital, District 2, Sabby | Aegis Capital Corp. | Reset | The Series B Warrants are not initially exercisable for any shares of Common Stock but also contain a reset adjustment on the Reset Date depending on the price determined by the VWAP Formula if it is less than the per share purchase price of the Securities on the First Closing Date (i.e. 1.56) then the maximum eligibility number of shares of Common Stock will be determined so that the sum of (a) the number of shares of Common Stock and/or shares of Common Stock underlying Pre-Funded Warrants issued on the First Closing Date and (b) the number of Shares issued pursuant to the Series B Warrants on the Reset Date would equal the number of shares of Common Stock and/or Pre-Funded Warrants that would have been issued to the Investors on the Closing Date if the per share price had been the price determined pursuant to the VWAP Formula. For the purposes of determining the reset price the VWAP Formula will be subject to the Post-Stockholder Approval Floor Price. Floor price is $0.312 | Feb 4, 2025 | - | Feb 6, 2025 | |
December 2024 - Series A Warrants 2 (shareholder approval on 2/18/25) | Pending Effect | 2,712,638 | $6.24 | - | 2,712,638 | SHN Financial, L1, Empery, Alpha Capital Anstalt, Bigger Capital, District 2, Sabby | Aegis Capital Corp. | Reset, Full Ratchet, Proportional Adjustment | The Series A Warrants have a reset feature that kicks in on a specific date, which is either ten trading days after stockholder approval or the earliest of two other dates: ten trading days after the resale registration is effective or 12 months and ten days after the warrants were issued. If, on this reset date, the stock price calculated by a special formula (VWAP Formula) is less than $1.56, the exercise price of the warrants will be lowered to match this new price. At the same time, the number of shares you can buy with the warrants will increase so that the total cost to exercise the warrants stays the same. However, the reset price can't go below $0.312, which is the minimum allowed price. The Series A Warrants have a protection feature that lowers their exercise price if the company issues new securities at a price lower than the current exercise price, except for certain excluded cases. This is called "full ratchet anti-dilution protection." If the company adjusts the terms of the November Warrants, which were issued in a previous offering, the Series A Warrants will also be adjusted similarly. If new securities are issued at a lower price, the exercise price of the Series A Warrants will be reduced to match this lower price, but not below a certain minimum. When this happens, the number of shares you can buy with the warrants will increase so that the total cost to exercise the warrants stays the same. Floor price is $0.312 | - | Dec 24, 2029 | Dec 26, 2024 | |
December 2024 Pre-Funded Warrants | Pending Effect | 21,000 | $0.20 | 1.56 | 21,000 | SHN Financial, L1, Empery, Alpha Capital Anstalt, Bigger Capital, District 2, Sabby | Aegis Capital Corp. | - | - | Dec 26, 2024 | |||
December 2024 - Series B Warrants 2 (shareholder approval on 2/18/25) | Pending Effect | 703,185 | $0.00 | 6 | 703,185 | SHN Financial, L1, Empery, Alpha Capital Anstalt, Bigger Capital, District 2, Sabby | Aegis Capital Corp. | Reset, Full Ratchet, Proportional Adjustment | The Series B Warrants don't start off allowing you to buy any shares, but they have a reset feature. On the Reset Date, if the stock price calculated by the VWAP Formula is less than $1.56 (the initial purchase price), the number of shares you can get will be adjusted. This adjustment ensures that the total shares you receive, including those from Pre-Funded Warrants, matches what you would have gotten if the initial price had been based on the VWAP Formula. The reset price can't go below a certain minimum, known as the Post-Stockholder Approval Floor Price. Floor price is $0.312 | - | - | Dec 26, 2024 | |
November 2024 PIPE Series A Warrants - (shareholder approval on 2/18/25)- Ex Price reset after 12/26/24 PIPE)) | Pending Effect | 106,893 | $16.12 | - | 106,893 | SHN Financial, L1, Empery, Alpha Capital Anstalt, Bigger Capital, District 2, Sabby | Aegis | Reset, Full Ratchet, Proportional Adjustment | The Series A Warrants have a reset feature that activates on a specific "Reset Date," which is the later of either ten trading days after stockholder approval or the earliest of either ten trading days after the resale registration is effective or 12 months and ten trading days after the warrants were issued. On this Reset Date, if the stock price, calculated using a volume-weighted average price (VWAP) formula, is lower than the original purchase price, the exercise price of the warrants will be lowered to match the stock price. The number of shares you can buy with the warrants will increase to keep the total cost the same. However, the price can't go below $0.806, which is the minimum allowed price. | - | Nov 6, 2029 | Nov 6, 2024 | |
November 2024 PIPE Series B Warrants - (shareholder approval on 2/18/25)- Ex Price and amount will ultimately be reset) | Pending Effect | - | $0.00 | 6 | 106,893 | SHN Financial, L1, Empery, Alpha Capital Anstalt, Bigger Capital, District 2, Sabby | Aegis | Reset, Full Ratchet, Proportional Adjustment | The Series B Warrants are not initially exercisable for any shares of Common Stock, but also contain a reset adjustment on the Reset Date, depending on the price determined by the VWAP Formula, if it is less than the per unit purchase price on the Closing Date, then the maximum eligibility number of shares of Common Stock will be determined so that the sum of (a) the number of shares of Common Stock and/or shares of Common Stock underlying Pre-Funded Warrants issued on the Closing Date and (b) the number of Shares issued pursuant to the Series B Warrants on the Reset Date would equal the number of shares of Common Stock and/or Pre-Funded Warrants that would have been issued to the Investors on the Closing Date if the per unit purchase price had been the price determined pursuant to the VWAP Formula. For the purposes of determining the reset price, the VWAP Formula will be subject to the Post-Stockholder Approval Floor Price. The floor price is 0.31 | - | - | Nov 6, 2024 | |
June 2024 - Warrants - Became Effective 12/15 | Registered | 62,500 | $80.60 | - | 62,500 | N/A | Alternate Cashless Reset Proportional Adjustment Full Ratchet | Became Effective 12/15 - The Warrants have a provision that adjusts the exercise price and the number of shares if there's a reverse stock split within three years of issuance. If a reverse split occurs, the exercise price will be the lower of the current exercise price or the lowest VWAP in the five trading days after the split, with a minimum price of $0.1416 before Stockholder Approval or $0.02832 after, adjusted for any stock changes. | - | - | Jun 18, 2024 | ||
December 2023 - Warrants | Not Registered | 18,978 | $6,000.00 | - | 19,529 | N/A | N/A | - | - | Dec 29, 2023 | |||
December 2023 - Warrants | Not Registered | 5,750 | $11,420.00 | - | 5,750 | N/A | Customary Anti-Dilution | - | - | Dec 29, 2023 |
Title | Registered | Shares Remaining | Cv Price | $ Amt Remaining | Total $ Amt | Owners | Bank | Price Protection | Details | Convertible Date | Maturity Date | Filed Date | |
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December 2023 - Convertible Note - he holder of the Note shall have the right on any business day to convert all or any portion of the Note on any conversion date (y) at the conversion price (10.00 subject to adjustments) in any amount and (z) at the Amortization Conversion Price up to an amount equal to 25% of the highest trading day value of New Zoomcar’s shares of common stock on a daily basis during the 20 trading days preceding the conversion date or a greater amount upon obtaining New Zoomcar’s prior written consent. Amortization Conversion Price means the lower of (i) the conversion price ($10.00 subject to adjustments) and (ii) a 7.5% discount to the lowest VWAP over the 20 trading days immediately preceding the applicable payment date or other date of determination subject to the terms of the Note. The conversion floor for any conversion shall be $0.25 such that if the Conversion Price or the Amortization Conversion Price is lower than such floor the amount of such conversion shall be payable in cash by New Zoomcar to the Holder unless otherwise agreed by the Holder and New Zoomcar. | Registered | 12,765 | $500.00 | $6,382,667.00 | $20,000,000.00 | N/A | Variable Rate | The Note holder can convert any part of the Note on any business day at the conversion price of $10.00 (subject to adjustments) or at the Amortization Conversion Price. The Amortization Conversion Price allows conversion up to 25% of the highest trading value of New Zoomcar's stock over the past 20 days, or more with New Zoomcar's consent. The Amortization Conversion Price is the lower of the adjusted $100.00 conversion price or a 7.5% discount to the lowest VWAP over the past 20 days. If the conversion price falls below $25, New Zoomcar must pay the difference in cash unless agreed otherwise. | - | - | Dec 28, 2023 |
Title | Offering Amt | Shr Amt | Share Price | Warrants | Bank | Owners | Date | Type | |
---|---|---|---|---|---|---|---|---|---|
PRIVATE PLACEMENT(3rd Closing, No Proceeds) | $0.00 | 501.32 k | $31.20 | 6.71 M | Aegis Capital Corp. | - | Apr 4, 2025 | 8-K | |
PRIVATE PLACEMENT (2nd Closing) | $3.00 M | 52.49 k | $31.20 | 240.22 k | Aegis Capital Corp. | - | Feb 6, 2025 | 8-K | |
PRIVATE PLACEMENT (2nd Closing) | $3.00 M | 96.09 k | $31.20 | 240.22 k | Aegis Capital Corp. | SHN Financial, L1, Empery, Alpha Capital Anstalt, Bigger Capital, District 2, Sabby | Jan 31, 2025 | 8-K | |
PRIVATE PLACEMENT | $4.80 M | 175.80 k | $31.20 | 434.02 k | Aegis Capital Corp. | SHN Financial, L1, Empery, Alpha Capital Anstalt, Bigger Capital, District 2, Sabby | Dec 26, 2024 | 8-K | |
PRIVATE PLACEMENT | $9.15 M | 106.64 k | $85.60 | 213.89 k | Aegis Capital Corp. | SHN Financial, L1, Empery, Alpha Capital Anstalt, Bigger Capital, District 2, Sabby | Nov 8, 2024 | 8-K | |
DEBT OFFERING | $3.60 M | - | - | 26.48 k | Aegis | - | Jun 20, 2024 | 8-K |