Current Report Filing (8-k)
19 March 2021 - 9:01PM
Edgar (US Regulatory)
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): March 18, 2021
AYRO,
Inc.
(Exact
name of Registrant as specified in its charter)
Delaware
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001-34643
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98-0204758
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
No.)
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(IRS
Employer
Identification
No.)
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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
(Former
name or former address, if changed since last report.)
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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
stock, par value $0.0001 per share
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AYRO
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The
Nasdaq Stock Market LLC
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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
8.01 Other Events.
In
connection with that certain Agreement and Plan of Merger, dated December 19, 2019, by and among AYRO, Inc. (the “Company”),
ABC Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), and AYRO
Operating Company, a Delaware corporation previously known as AYRO, Inc. (“AYRO Operating”), pursuant to which Merger
Sub was merged with and into AYRO Operating, with AYRO Operating continuing after the merger as the surviving entity and a wholly
owned subsidiary of the Company (the “Merger”), certain former stockholders of AYRO Operating entered into lock-up
agreements (collectively, the “May Lock-Up Agreements”) pursuant to which they agreed to certain restrictions on the
transfer or sale of shares of the Company’s common stock for the one-year period following the Merger. On March 17, 2021,
the Company modified the May Lock-Up Agreements to allow each stockholder party to a May Lock-Up Agreement to (i) sell up to 5%
of such stockholder’s holdings in the Company’s common stock on any trading day (with such 5% limitation to be measured
as of the date of each sale) and (ii) allow for unlimited sales of the Company’s common stock for any sales made at $10.00
per share or greater (subject to appropriate adjustment to reflect any stock split, stock dividend or other change in the shares
of common stock of the Company which may be made by the Company after the date hereof).
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.
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AYRO,
INC.
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Date:
March 18, 2021
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By:
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/s/
Curtis Smith
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Curtis
Smith
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Chief
Financial Officer
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