Current Report Filing (8-k)
17 December 2021 - 9:26AM
Edgar (US Regulatory)
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2021-12-14
2021-12-14
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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 14, 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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☐
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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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☐
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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
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Election
of Seven Directors
As
previously reported in the Company’s definitive proxy statement for the Annual Meeting, filed with the Securities and Exchange
Commission on November 17, 2021 (the “2021 Proxy”), the terms of the Company’s directors were scheduled to expire at
the Annual Meeting, and the Company’s board of directors (the “Board”) nominated six of them for re-election at the
Annual Meeting, in addition to a new director nominee, Thomas M. Wittenschlaeger.
At
the Annual Meeting, Thomas M. Wittenschlaeger, Joshua Silverman, Wayne R. Walker, George Devlin, Sebastian Giordano, Zvi Joseph, and
Greg Schiffman were elected as directors of the Board to serve for a term expiring at the Company’s 2022 annual meeting of stockholders.
For
more information about the matters above, including information about the new director, Thomas M. Wittenschlaeger, see the Company’s
2021 Proxy, the relevant portions of which are incorporated herein by reference.
Item
5.07
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Submission
of Matters to a Vote of Security Holders.
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At
the Company’s Annual Meeting, holders of the Company’s common stock and Series H-6 Convertible Preferred Stock of a total
voting power of 16,521,528 shares were present in virtual format or represented by proxy. The matters submitted for a vote and the related
results are set forth below.
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(1)
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Election
of seven directors to serve on our board of directors to serve for a term of one year or until their successors are elected and qualified:
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Nominee
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Votes For
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Votes Withheld
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Thomas M. Wittenschlaeger
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5,053,704
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140,850
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Joshua Silverman
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2,726,427
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2,468,127
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Wayne R. Walker
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5,055,669
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138,885
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George Devlin
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3,739,903
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1,454,651
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Sebastian Giordano
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5,056,152
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138,402
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Zvi Joseph
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3,016,678
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2,177,876
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Greg Schiffman
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2,774,900
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2,419,654
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(2)
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Ratification
of the appointment of Friedman LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021:
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Votes For
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Votes Against
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Votes Abstaining
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16,199,393
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182,496
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139,639
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For
more information about the foregoing proposals, see the Company’s 2021 Proxy, the relevant portions of which are incorporated herein
by reference.
The
results reported above are final voting results. No other matters were considered or voted upon at the Annual Meeting.
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:
December 16, 2021
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By:
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/s/
Thomas M. Wittenschlaeger
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Thomas
M. Wittenschlaeger
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Chief
Executive Officer
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