Form 4: Evolv Technologies Director Kevin Charlton Amends Promissory Note, Set to Receive Shares in 2026
SEC Form 4
Director Kevin Charlton amended a secured promissory note with NewHold Enterprises LLC, potentially receiving 215,800 shares of Evolv Technologies Class A Common Stock in 2026.
Summary
- Kevin Charlton, a director of Evolv Technologies Holdings, Inc., amended a secured promissory note with NewHold Enterprises LLC on August 22, 2024.
- The amendment pertains to a note originally issued on April 20, 2022, where Charlton loaned $300,000 to NewHold Enterprises LLC.
- Under the amended agreement, NewHold Enterprises LLC can satisfy its repayment obligations by delivering 215,800 shares of Evolv Technologies Class A Common Stock to Charlton on July 16, 2026.
- These shares are currently unvested.
- NewHold Enterprises LLC also has the option to prepay the note in cash after February 28, 2025.
- If the shares do not vest by July 16, 2026, the obligations under the note will automatically terminate.
Sentiment
Score: 5
Explanation: The sentiment is neutral as it reflects a standard transaction between a director and another entity, with no clear positive or negative implications for the company's overall performance.
Risks
- The shares are currently unvested, meaning there's a risk they may not vest by July 16, 2026, potentially terminating the note obligations.
- The borrower has the option to prepay the note in cash, which would prevent the transfer of shares to Kevin Charlton.
Future Outlook
The future depends on whether NewHold Enterprises LLC prepays the note in cash or delivers the shares on July 16, 2026, and whether the shares vest by that date.
Industry Context
This filing reflects a transaction between a director and another entity, involving the potential transfer of company stock, which is a common occurrence but requires transparency through SEC filings.
Stakeholder Impact
- The potential transfer of shares could slightly dilute existing shareholders' equity if the shares are ultimately transferred to Kevin Charlton.
Key Dates
| Date | Description |
|---|---|
| 04/20/2022 | Original secured promissory note issued by NewHold Enterprises LLC to Kevin Charlton. |
| 03/05/2021 | Date of the Letter Agreement by and among NewHold Industrial Technology Holdings LLC, Evolv Technologies, Inc., NewHold Investment Corp. and certain other parties thereto. |
| 02/28/2025 | Date after which NewHold Enterprises LLC has the option to prepay the note in cash. |
| 07/16/2026 | Date on which 215,800 shares of Class A Common Stock may be delivered to Kevin Charlton if the note is not prepaid and the shares vest. |
| 08/22/2024 | Date of the amended and restated secured promissory note. |
| 08/26/2024 | Date of signature on the Form 4 filing. |
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