As filed with the Securities and Exchange Commission on August 12, 2020

Registration No. 333-240316

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

Amendment No. 1 to

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

 

AYRO, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   98-0204758
(State or other jurisdiction
of incorporation or organization)
  (I.R.S. Employer
Identification No.)

 

900 E. Old Settlers Boulevard, Suite 100

Round Rock, Texas 78664

(Address of principal executive offices) (Zip Code)

 

AYRO, Inc. 2020 Long-Term Equity Incentive Plan

(Full title of the Plan)

 

Rodney C. Keller, Jr.

President and Chief Executive Officer

AYRO, Inc.

900 E. Old Settlers Boulevard, Suite 100

Round Rock, Texas 78664

(Name and address of agent for service)

 

512-994-4917

(Telephone number, including area code, of agent for service)

 

Copy to:

 

Rick A. Werner, Esq.

Matthew L. Fry, Esq.

Haynes and Boone, LLP

30 Rockefeller Plaza, 26th Floor

New York, New York 10112

Telephone: (212) 659-7300

Facsimile: (212) 884-8234

 

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer [  ]   Accelerated filer [  ]
         
Non-accelerated filer [X]   Smaller reporting company [X]
         
      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 7(a)(2)(B) of the Securities Act. [  ]

 

 

 

 

 

 

EXPLANATORY NOTE

 

AYRO, Inc. (the “Company”) is filing this Amendment No. 1 to its Registration Statement on Form S-8 (File No. 333-240316) for the sole purpose of filing Exhibit 23.4 with the Securities and Exchange Commission. This Amendment No. 1 does not modify any provision of the Prospectus that forms a part of the Registration Statement and accordingly Part I has not been included herein.

 

 

 

 

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 8. Exhibits.

 

Exhibit

Number

  Exhibit Description  

Filed with
this Report

 

Incorporated by Reference herein from Form or Schedule

  Filing
Date
4.1   Amended and Restated Certificate of Incorporation, effective May 28, 2020      

Form 8-K

(Exhibit 3.2)

  05/29/20
                 
4.2   Certificate of Amendment to Amended and Restated Certificate of Incorporation, effective May 28, 2020      

Form 8-K

(Exhibit 3.3)

  05/29/20
                 
4.3   Amended and Restated Bylaws, effective May 28, 2020      

Form 8-K

(Exhibit 3.4)

  05/29/20
                 
5.1*   Opinion of Haynes and Boone, LLP            
                 
23.1*   Consent of Haynes and Boone, LLP (included in the opinion filed as Exhibit 5.1)            
                 
23.2*   Consent of Friedman LLP, independent registered public accounting firm            
                 
23.3*   Consent of Plante & Moran, PLLC, independent registered public accounting firm            
                 
23.4   Consent of EisnerAmper LLP, independent registered public accounting firm   X        
                 
24.1*   Power of Attorney            
                 
99.1*   AYRO, Inc. 2020 Long-Term Equity Incentive Plan            

 

* Previously filed.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Amendment No. 1 to the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on August 12, 2020.

 

  AYRO, INC.
     
  By: /s/ Rodney C. Keller, Jr.
  Name: Rodney C. Keller, Jr.
  Title: President and Chief Executive Officer

 

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature   Title   Date
         
/s/ Rodney C. Keller, Jr.   President, Chief Executive Officer and Director   August 12, 2020
Rodney C. Keller, Jr.   (Principal Executive Officer)    
         
/s/ Curtis Smith   Chief Financial Officer   August 12, 2020
Curtis Smith  

(Principal Financial Officer and Principal Accounting Officer)

   
         
*   Chairman of the Board of Directors   August 12, 2020
Joshua Silverman        
         
*   Director   August 12, 2020
Mark Adams        
         
*   Director   August 12, 2020
George Devlin        
         
*   Director   August 12, 2020
Sebastian Giordano        
         
*   Director   August 12, 2020
Zvi Joseph        
         
*   Director   August 12, 2020
Greg Schiffman        

 

* By: /s/ Rodney C. Keller, Jr.  
  Rodney C. Keller, Jr.  
  As Attorney-in-Fact