UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
Current
Report
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): February 7, 2020
DropCar,
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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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:
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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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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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DCAR
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The
Nasdaq Stock Market
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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. [ ]
Explanatory
Note
On
December 19, 2019, DropCar, Inc., a Delaware corporation (“DropCar”), ABC Merger Sub, Inc., a Delaware corporation
and a wholly owned subsidiary of DropCar (“Merger Sub”), and Ayro, Inc., a Delaware corporation (“AYRO”),
entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), pursuant to which, among
other matters, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will
merge with and into AYRO, with AYRO continuing as a wholly owned subsidiary of DropCar and the surviving corporation of the merger
(the “Merger”).
On
February 7, 2020, DropCar filed a Current Report on Form 8-K in order to provide certain information required for AYRO, including
the historical audited and unaudited financial statements of AYRO and the pro forma condensed combined financial information required
by Items 9.01(a) and 9.01(b) of Current Report on Form 8-K. DropCar is filing this Current Report on Form 8-K/A to include updated
pro forma condensed combined financial information of DropCar and AYRO for the year ended December 31, 2018 and as of and for
the nine months ended September 30, 2019, which are filed herewith as Exhibit 99.1.
Forward-Looking
Statements
This
communication contains forward-looking statements (including within the meaning of Section 21E of the Securities Exchange Act
of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended) concerning DropCar, AYRO, the proposed transaction
and other matters. These statements may discuss goals, intentions and expectations as to future plans, trends, events, results
of operations or financial condition, or otherwise, based on current beliefs of the management of DropCar, as well as assumptions
made by, and information currently available to, management. Forward-looking statements generally include statements that are
predictive in nature and depend upon or refer to future events or conditions, and include words such as “may,” “will,”
“should,” “would,” “expect,” “anticipate,” “plan,” “likely,”
“believe,” “estimate,” “project,” “intend,” and other similar expressions. Statements
that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions
that are subject to risks and uncertainties and are not guarantees of future performance. Actual results could differ materially
from those contained in any forward-looking statement as a result of various factors, including, without limitation: the risk
that the conditions to the closing of the transaction are not satisfied, including the failure to obtain stockholder approval
for the transaction in a timely manner or at all; uncertainties as to the timing of the consummation of the transaction and the
ability of each of DropCar and AYRO to consummate the transaction; risks related to DropCar’s continued listing on the Nasdaq
Capital Market until closing of the proposed transaction; risks related to DropCar’s ability to correctly estimate its operating
expenses and its expenses associated with the transaction; the ability of DropCar or AYRO to protect their respective intellectual
property rights; competitive responses to the transaction; unexpected costs, charges or expenses resulting from the transaction;
potential adverse reactions or changes to business relationships resulting from the announcement or completion of the transaction;
and legislative, regulatory, political and economic developments. The foregoing review of important factors that could cause actual
events to differ from expectations should not be construed as exhaustive and should be read in conjunction with statements that
are included herein and elsewhere, including the risk factors included in DropCar’s most recent Annual Report on Form 10-K,
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC. DropCar can give no assurance that the conditions
to the transaction will be satisfied. Except as required by applicable law, DropCar undertakes no obligation to revise or update
any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future
events or otherwise.
No
Offer or Solicitation
This
communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or
buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction pursuant
to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction
in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements
of the Securities Act of 1933, as amended. Subject to certain exceptions to be approved by the relevant regulators or certain
facts to be ascertained, the public offer will not be made directly or indirectly, in or into any jurisdiction where to do so
would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including
without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of
a national securities exchange, of any such jurisdiction.
Important
Additional Information Will be Filed with the SEC
In
connection with the proposed transaction between DropCar and AYRO, DropCar intends to file relevant materials with the SEC, including
a registration statement that will contain a proxy statement and prospectus. DROPCAR URGES INVESTORS AND STOCKHOLDERS TO READ
THESE MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
DROPCAR, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and shareholders will be able to obtain free copies of the
proxy statement, prospectus and other documents filed by DropCar with the SEC (when they become available) through the website
maintained by the SEC at www.sec.gov. In addition, investors and shareholders will be able to obtain free copies of the proxy
statement, prospectus and other documents filed by DropCar with the SEC by contacting Investor Relations by mail at DropCar, Inc.,
Attn: Investor Relations, 1412 Broadway, Suite 2105, New York, New York 10018. Investors and stockholders are urged to read the
proxy statement, prospectus and the other relevant materials when they become available before making any voting or investment
decision with respect to the proposed transaction.
Participants
in the Solicitation
DropCar
and AYRO, and each of their respective directors and executive officers and certain of their other members of management and employees,
may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction. Information about
DropCar’s directors and executive officers is included in DropCar’s Annual Report on Form 10-K for the year ended
December 31, 2018, filed with the SEC on April 3, 2019, as amended on April 12, 2019, and the proxy statement for DropCar’s
2019 annual meeting of stockholders, filed with the SEC on November 6, 2019. Additional information regarding these persons and
their interests in the transaction will be included in the proxy statement relating to the transaction when it is filed with the
SEC. These documents can be obtained free of charge from the sources indicated above.
Item
9.01. Financial Statements and Exhibits.
(b)
Pro forma financial information.
The
unaudited pro forma condensed combined financial information of DropCar and AYRO as of and for the year ended December 31, 2018
and as of and for the nine months ended September 30, 2019 are filed herewith as Exhibit 99.1.
(d)
Exhibits
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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DROPCAR,
INC.
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Date:
February 14, 2020
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By:
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/s/
Spencer Richardson
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Name:
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Spencer
Richardson
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Title:
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Chief
Executive Officer
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