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): December 10,
2018
DROPCAR, 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.)
|
DropCar, Inc.
1412 Broadway, Suite 2105
New York, New York 10018
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code:
(646) 342-1595
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))
|
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
December 10, 2018, DropCar, Inc. (the “Company”)
entered into a stock purchase agreement (the “Purchase
Agreement”) with World Professional Cabling Systems, LLC, a
California limited liability company (the “Purchaser”),
pursuant to which the Purchaser agreed to acquire all of the issued
and outstanding shares of common stock, no par value per share, of
WPCS International – Suisun City, Inc., a California
corporation (“WPCS”), the Company’s wholly-owned
subsidiary, for an aggregate purchase price of $3,500,000 (the
“Sale”). The closing of the Sale is expected to occur
in mid-December 2018.
The
Purchase Agreement contains certain representations, warranties,
and covenants customary for transactions of this type. The
foregoing description of the Purchase Agreement is incomplete, and
is subject to, and qualified in its entirety by, the full text of
the Purchase Agreement, which is filed as Exhibit 10.1 to this
Current Report on Form 8-K and incorporated by reference
herein.
(d)
Exhibits.
|
Stock
Purchase Agreement, dated as of December 10, 2018, by and among
DropCar, Inc. and World Professional Cabling Systems,
LLC.
|
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.
|
DROPCAR,
INC.
|
|
|
|
|
|
Date: December 14,
2018
|
By:
|
/s/ Spencer
Richardson
|
|
|
Name:
|
Spencer
Richardson
|
|
|
Title:
|
Chief Executive
Officer
|
|