AYRO, Inc. Common Shares to Trade on NASDAQ
under the Ticker Symbol “AYRO” Commencing May 29, 2020
Virtual “Town Hall” for Investors to Discuss
AYRO Vehicle Roadmap and Strategic Partnership with Club Car Slated
for June 2, 2020
DropCar, Inc. (“DropCar”) (NASDAQ: DCAR) and AYRO, Inc. (“AYRO”)
today announced that at DropCar’s special meeting of stockholders
held on May 27, 2020, DropCar obtained sufficient votes for each
proposal required to consummate the previously announced proposed
merger between DropCar and AYRO. AYRO previously obtained a
sufficient number of written consents from its stockholders to
consummate the merger. Common shares of AYRO are expected to
commence trading as NASDAQ: AYRO on May 29, 2020.
Rod Keller, Chief Executive of AYRO since 2017, who will become
the Chief Executive Officer of the combined company, commented, “We
are excited about the opportunity to introduce our company to the
public, along with its line-up of light-duty electric vehicles, as
well as our strategic partnership with Club Car®, a unit of
Ingersoll Rand Inc. (NYSE: IR). Going public with a NASDAQ listing
is an important milestone for our company, and we look forward to
engaging with new investors to share our vision for AYRO and create
value for our shareholders.”
Pursuant to the Agreement and Plan of Merger and Reorganization,
dated as of December 19, 2019, by and among DropCar, AYRO and ABC
Merger Sub, Inc., a wholly owned subsidiary of DropCar (“Merger
Sub”), Merger Sub will merge with and into AYRO (the “Merger”),
with AYRO surviving the Merger as a direct wholly owned subsidiary
of DropCar. Immediately prior to the Merger, AYRO will change its
name to “AYRO Operating Company, Inc.” and DropCar will change its
name to “AYRO, Inc.” Immediately following the Merger, the combined
company will effect a reverse stock split of its common stock (the
“Reverse Split”) and pay a stock dividend declared on the common
stock to all shareholders of record as of the close of business on
May 28, 2020 (following the effective time of the Merger) (the
“Stock Dividend”), the net effect of which will result in a 1-for-5
reverse stock split of the combined company’s common stock. DropCar
and AYRO made filings with the office of the Delaware Secretary of
State (the “Secretary of State”) today in order to give effect to
the name changes, the Reverse Stock Split and the Merger. DropCar
and AYRO expect the name changes, the Reverse Stock Split, the
Stock Dividend and the Merger to become effective after market
hours on Thursday, May 28, 2020.
Concurrently with the closing of the Merger, DropCar will sell
substantially all of the assets associated with its business of
providing vehicle support, fleet logistics and concierge services
for both consumers and the automotive industry to Spencer
Richardson and David Newman, who currently serve as Chief Executive
Officer of DropCar and Chief Business Development Officer of
DropCar, respectively.
Subject to the aforementioned acceptance by the Secretary of
State of the filings made by DropCar and AYRO, the combined company
will be named “AYRO, Inc.” and expects to begin trading on the
Nasdaq Capital Market under the symbol “AYRO” at the opening of
trading on May 29, 2020 after giving effect to the Reverse Stock
Split and the Stock Dividend. Effective with the aforementioned
changes, a total of 12,482,298 AYRO basic common shares will be
outstanding as of May 29, 2020, with the CUSIP number changing to
054748 108.
Palladium Capital Advisors, LLC acted as financial advisor to
the parties in connection with the above transactions.
Virtual Town Hall Meeting
AYRO, Inc. will host a virtual “Town Hall” style investor event,
to be broadcast live over the internet on June 2, 2020 at 8:30 AM
ET. Rod Keller and Curt Smith, the company’s Chief Executive
Officer and Chief Financial Officer, respectively, will lead the
session and provide a shareholder update on the transaction and the
company’s strategic growth plans as well as its strategic
partnership with Club Car.
This virtual meeting is open to the public and will consist of a
live broadcast audio and video stream with Q&A. All attendees
are required to register to participate. Please access the
registration link and follow the instructions which will be
available on AYRO’s corporate website: www.ayro.com
Questions may also be submitted in advance by email to Peter
Seltzberg, Investor Relations for AYRO, at pseltzberg@darrowir.com.
A rebroadcast will also be made available to the public on Ayro’s
corporate website and by request for those unable to attend the
live event.
About AYRO
Texas-based AYRO, Inc., designs and delivers compact,
emissions-free electric fleet solutions for use within urban and
short-haul markets. Capable of accommodating a broad range of
commercial and consumer requirements, AYRO’s vehicles are the
emerging leaders of safe, affordable, efficient and sustainable
logistical transportation. AYRO was founded in 2017 by
entrepreneurs, investors, and executives with a passion to create
sustainable urban electric vehicle solutions for Campus Management,
Last Mile Delivery, Urban Commuting, and Closed Campus Transport.
For more information, visit www.ayro.com.
To view our vehicles, visit: https://ayro.com/media
About DropCar
Founded and launched in New York City in 2015, DropCar (DCAR)
offers its Vehicle Support Platform (VSP), a cloud-based platform
and mobile apps that help consumers and automotive-related
companies reduce the cost, hassles and inefficiencies of owning a
car, or fleet of cars, in urban centers. Consumers use DropCar’s
mobile app to ease the cost and stress of owning a car in the city.
Dealerships, fleet owners, OEMs and shared mobility companies use
DropCar’s enterprise platform to reduce costs, streamline logistics
and deepen relationships with customers. For more information,
visit www.dropcar.com.
* * *
IMPORTANT INFORMATION FOR INVESTORS AND STOCKHOLDERS
In connection with the proposed transaction, DropCar has filed
with the SEC a registration statement on Form S-4 that includes a
joint proxy statement of DropCar and a consent solicitation
statement of AYRO that also constitutes a prospectus of DropCar.
The registration statement was declared effective by the SEC on
April 24, 2020 and the joint proxy statement of DropCar and consent
solicitation statement of AYRO and prospectus was mailed to
stockholders of DropCar and AYRO on or about April 27, 2020. All
proposals set forth in the joint proxy statement of DropCar and
consent solicitation statement of AYRO have been approved by
DropCar’s and AYRO’s stockholders, respectively. DropCar and AYRO
may also file other relevant documents with the SEC regarding the
proposed transaction. INVESTORS ARE URGED TO READ THE DEFINITIVE
JOINT PROXY AND CONSENT STATEMENT/PROSPECTUS AND OTHER RELEVANT
DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN
THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT
INFORMATION. You may obtain a free copy of the definitive joint
proxy and consent solicitation statement/prospectus and other
relevant documents filed by DropCar and AYRO with the SEC at the
SEC’s website at www.sec.gov. Copies of the documents filed by
DropCar with the SEC are available free of charge on DropCar’s
website at www.drop.car or by contacting DropCar Investor
Relations.
DropCar and its directors and executive officers and AYRO and
its directors and executive officers may be deemed to have been
participants in the solicitation of proxies in respect of the
proposed transaction. Information regarding the special interests
of these directors and executive officers in the proposed
transaction was included in the definitive joint proxy and consent
statement/prospectus referred to above. Additional information
regarding the directors and executive officers of DropCar is
included in its Annual Report on Form 10-K for the year ended
December 31, 2020, filed with the SEC on March 30, 2020, as amended
on April 10, 2020. Investors should read the definitive joint proxy
and consent solicitation statement/prospectus carefully before
making any voting or investment decisions. You may obtain free
copies of these documents from DropCar or AYRO using the sources
indicated above.
This document shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
FORWARD-LOOKING STATEMENTS
This press release may contain forward-looking statements. These
forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause actual results,
performance or achievements to be materially different from any
expected future results, performance, or achievements.
Forward-looking statements speak only as of the date they are made
and none of AYRO, DropCar nor their affiliates assume any duty to
update forward-looking statements. Words such as “anticipate,”
“believe,” “could,” “estimate,” “expect,” “may,” “plan,” “will,”
“would” and other similar expressions are intended to identify
these forward-looking statements. Important factors that could
cause actual results to differ materially from those indicated by
such forward-looking statements include, without limitation: the
geographic, social and economic impact of COVID-19 on AYRO’s
ability to conduct its business and raise capital in the future
when needed; AYRO has a history of losses and has never been
profitable, and AYRO expects to incur additional losses in the
future and may never be profitable; the market for AYRO’s products
is developing and may not develop as expected; AYRO’s limited
operating history makes evaluating its business and future
prospects difficult and may increase the risk of any investment in
its securities; AYRO may experience lower-than-anticipated market
acceptance of its vehicles; developments in alternative
technologies or improvements in the internal combustion engine may
have a materially adverse effect on the demand for AYRO’s electric
vehicles; the markets in which AYRO operates are highly
competitive, and AYRO may not be successful in competing in these
industries; AYRO relies on and intends to continue to rely on a
single third-party supplier for the sub-assemblies in
semi-knocked-down for all of its vehicles; AYRO may become subject
to product liability claims, which could harm AYRO’s financial
condition and liquidity if AYRO is not able to successfully defend
or insure against such claims; increases in costs, disruption of
supply or shortage of raw materials, in particular lithium-ion
cells, could harm AYRO’s business; AYRO will be required to raise
additional capital to fund its operations, and such capital raising
may be costly or difficult to obtain and could dilute AYRO
stockholders’ ownership interests, and AYRO’s long term capital
requirements are subject to numerous risks; AYRO may fail to comply
with environmental and safety laws and regulations; and AYRO is
subject to governmental export and import controls that could
impair AYRO’s ability to compete in international market due to
licensing requirements and subject AYRO to liability if AYRO is not
in compliance with applicable laws. Risks and uncertainties related
to the Merger that may cause actual results to differ materially
from those expressed or implied in any forward-looking statement
include, without limitation, risks relating to the completion of
the Merger, including the satisfaction of closing conditions; the
anticipated financing to be completed prior to or concurrently with
the closing of the Merger; the cash balances of the combined
company following the closing of the Merger and the financing; the
ability of the combined company to remain listed on the Nasdaq
Capital Market; and expected restructuring-related cash outlays,
including the timing and amount of those outlays.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20200528005742/en/
AYRO Contacts Darrow Associates, Inc. Jordan Darrow,
Principal (512) 551-9296 jdarrow@darrowir.com Darrow Associates,
Inc. Peter Seltzberg, Managing Director 516-419-9915
pseltzberg@darrowir.com DropCar Contacts DropCar, Inc.
Melissa Mahler, Investor Relations Director (212) 918-8158
DropCar (NASDAQ:DCAR)
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