UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
to
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 28, 2020
AYRO, Inc.
(Exact name of Registrant as specified in its charter)
Delaware | 001-34643 | 98-0204758 | ||
(State or other jurisdiction of incorporation) |
(Commission File No.) |
(IRS Employer Identification No.) |
AYRO, Inc.
900 E. Old Settlers Boulevard, Suite 100
Round Rock, Texas 78664
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: 512-994-4917
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:
[ ] | 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)) |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common stock, par value $0.0001 per share | AYRO | The Nasdaq Stock Market |
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. [ ]
Explanatory Note
AYRO, Inc., previously known as DropCar, Inc. (the “Company”), is filing this Amendment No. 1 to the Company’s Current Report on Form 8-K, dated May 28, 2020, and filed with the Securities and Exchange Commission on May 29, 2020, solely for the purpose of providing the financial statements and information required by Item 9.01(a) and the pro forma financial information required by Item 9.01(b) in connection with the Company’s previously reported merger (the “Merger”) with AYRO Operating Company, Inc., previously known as AYRO, Inc. (“AYRO Operating”).
As a result of the Merger, the historical financial statements of AYRO Operating will be treated as the historical financial statements of the Company and will be reflected in the Company’s quarterly and annual reports for periods ending after the effective time of the Merger. Accordingly, beginning with the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, the Company will report results of AYRO Operating and the Company on a consolidated basis.
Item 9.01. | Financial Statements and Exhibits. |
(a) | Financial Statements of Business Acquired. |
The audited consolidated financial statements of AYRO Operating as of and for the years ended December 31, 2019 and 2018, together with the reports of Plante & Moran, PLLC with respect thereto, are included as Exhibit 99.1 and are incorporated by reference herein. The unaudited consolidated financial statements of AYRO Operating as of and for the three months ended March 31, 2020 are included as Exhibit 99.2 hereto and are incorporated by reference herein.
(b) | Pro Forma Financial Information. |
The unaudited pro forma condensed combined statements of operations of the Company as of and for the year ended December 31 2019 and balance sheets and statements of operations for the three months ended March 31, 2020 are included as Exhibit 99.3 hereto and are incorporated by reference herein.
(d) | Exhibits. |
SIGNATURES
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.
AYRO, INC. | ||
Date: June 3, 2020 | By: | /s/ Rodney C. Keller, Jr. |
Rodney C. Keller, Jr. | ||
President and Chief Executive Officer |