Amended Annual Report (10-k/a)
April 12 2019 - 5:03PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark
One)
[ X ] ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the
fiscal year ended
December 31,
2018
OR
[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the
transition period from
to
Commission file
number: 001-34643
DROPCAR, INC.
(Exact name of registrant as specified in its charter)
|
Delaware
(State or other jurisdiction of incorporation or
organization)
1412 Broadway, Suite 2105
New York, New York
(Address of principal executive offices)
|
98-0204758
(I.R.S. Employer Identification No.)
10018
(Zip Code)
|
Registrant’s
telephone number, including area code
(646) 342-1595
Securities
registered pursuant to Section 12(b) of the Exchange
Act:
|
Title of each
class
|
|
Name of each
exchange on which registered
|
|
|
|
|
|
Common Stock, $0.0001 Par Value Per
Share
|
|
The Nasdaq Stock Market LLC
|
Securities
registered pursuant to Section 12(g) of the Exchange Act:
None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes
☐ No ☑
Indicate
by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Exchange Act.
Yes ☐ No ☑
Indicate
by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes ☑ No
☐
Indicate
by check mark whether the registrant has submitted electronically
every Interactive Data File required to be submitted pursuant to
Rule 405 of Regulation S-T during the preceding 12 months (or for
such shorter period that the registrant was required to submit such
files). Yes ☑ No
☐
Indicate
by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be
contained, to the best of the registrant’s knowledge, in
definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ☐
Indicate
by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, a smaller reporting
company, or emerging growth company. See the definitions of
“large accelerated filer,” “accelerated
filer,” “smaller reporting company,” and
“emerging growth company” in Rule 12b-2 of the Exchange
Act. (Check one).
|
Large
accelerated filer ☐
|
Accelerated
filer ☐
|
|
Non-accelerated
filer ☑
|
Smaller
reporting company ☑
|
|
|
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.
☐
Indicate
by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act). Yes ☐
No ☑
The
aggregate market value of the registrant’s voting and
non-voting common stock held by non-affiliates of the registrant
(without admitting that any person whose shares are not included in
such calculation is an affiliate) computed by reference to the
price at which the common stock was last sold, or the average bid
and asked price of the common stock, as of the last business day of
the registrant’s most recently completed second fiscal
quarter was $
5,724,980
.
As of
March 27, 2019 there were 3,440,258 shares of registrant’s
common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None.
EXPLANATORY NOTE
The
registrant is filing this Amendment No. 1 on Form 10-K/A
(“Form 10-K/A”) to its Annual Report on Form 10-K for
the fiscal year ended December 31, 2018, as filed with the
Securities and Exchange Commission on April 3, 2019 (the
“Original Filing”) solely for the purposes of (i)
including the information required by Item 12 of Part III and (ii)
furnishing Exhibit 101 (Interactive Data File), which in each
instance was not included in the Original Filing.
Except as expressly set forth above, this 10-K/A
does not, and does not purport to, amend, update, or restate the
information in any other item of the Original Filing. Nothing
w
ithin this 10-K/A has re-stated or altered the financials
contained in the Original Filing in any manner.
In
addition, as required by Rule 12b-15 under the Securities Exchange
Act of 1934, as amended, new certifications by the
registrant’s principal executive officer and principal
financial officer are filed as exhibits to this Form
10-K/A.
PART IV
ITEM 12 – SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Security Ownership of Certain Beneficial Owners and
Management
The
following table shows certain information as of March 27, 2019 with
respect to the beneficial ownership of common stock by: (i) each
person the Company believes beneficially holds more than 5% of the
outstanding shares of common stock based solely on the
Company’s review of filings with the Securities and Exchange
Commission (the “SEC”); (ii) each director; (iii) each
named executive officer; and (iv) all current directors and
executive officers as a group. Unless otherwise noted below, the
address of each beneficial owner listed in the table is c/o
DropCar, Inc., 1412 Broadway, Suite 2105, New York, New York 10018.
All beneficial ownership information reflects the Company’s
1-for-6 reverse stock split that was effected on March 8,
2019.
We have
determined beneficial ownership in accordance with the rules of the
SEC. Except as indicated by the footnotes below, we believe, based
on the information furnished to us, that the persons and entities
named in the table below have sole voting and investment power with
respect to all shares of common stock that they beneficially own,
subject to applicable community property laws.
Applicable
percentage ownership is based on
3,440,258 share o
f common stock outstanding
at March 27, 2019. In computing the number of shares of common
stock beneficially owned by a person and the percentage ownership
of that person, we deemed outstanding shares of common stock
underlying preferred stock, stock options, restricted stock units
and warrants held by that person that are currently exercisable or
convertible or will be exercisable or convertible within sixty days
of March 27, 2019. We did not deem these shares out
standing, however, for the purpose of computing
the percentage ownership of any other person.
|
Name and Address
of Beneficial Owner
|
|
|
|
Named
Executive Officers and Director
|
|
Spencer
Richardson
(1)
|
316,889
|
8.72
%
|
|
Mark
Corrao
|
0
|
*
|
|
David
Newman
(2)
|
315,221
|
8.67
%
|
|
Sebastian
Giordano
(3)
|
49,412
|
1.42
%
|
|
Zvi
Joseph
(4)
|
2,032
|
*
|
|
Solomon
Mayer
(5)
|
2,032
|
*
|
|
Joshua
Silverman
(6)
|
18,963
|
*
|
|
Greg
Schiffman
(7)
|
2,032
|
*
|
|
Paul
Commons
|
0
|
*
|
|
David
Allen
(8)
|
24,791
|
*
|
|
Robert
Roller
(9)
|
14,997
|
*
|
|
All Current
Executive Officers and Directors as a Group
(10)
|
706,581
|
18.17
%
|
|
Greater
than 5% Shareholders
|
|
Iroquois Capital
Management
(11)
|
565,505
|
14.13
%
|
|
MintFunds,
LLC
(12)
|
342,821
|
9.96
%
|
|
Alpha Capital
Anstalt
(13)
|
295,060
|
8.03
%
|
1.
Mr.
Richardson’s total includes 122,035 shares of common stock,
options to purchase 72,533 shares of common stock that are
exercisable within 60 days of March 27, 2019 and 122,321 restricted
stock units that are exercisable within 60 days of March 27,
2019.
2.
Mr.
Newman’s total includes 120,367 shares of common stock,
options to purchase 72,533 shares of common stock that are
exercisable within 60 days of March 27, 2019 and 122,321 restricted
stock units that are exercisable within 60 days of March 27,
2019.
3.
Mr.
Giordano’s total includes options to purchase 49,412 shares
of common stock that are exercisable within 60 days of March 27,
2019.
4.
Mr.
Joseph’s total includes options to purchase 2,032 shares of
common stock that are exercisable within 60 days of March 27,
2019.
5.
Mr.
Mayer’s total includes options to purchase 2,032 shares of
common stock that are exercisable within 60 days of March 27,
2019.
6.
Mr.
Silverman’s total includes 14,789 shares of common stock,
options to purchase 3,047 shares of common stock that are
exercisable within 60 days of March 27, 2019 and warrants to
purchase 1,127 shares of common stock that are exercisable within
60 days of March 27, 2019.
7.
Mr.
Schiffman’s total includes options to purchase 2,032 shares
of common stock that are exercisable within 60 days of March 27,
2019.
8.
Mr.
Allen’s total includes options to purchase 24,791 shares of
common stock that are exercisable within 60 days of March 27,
2019.
9.
Mr.
Roller’s total includes options to purchase 14,997 shares of
common stock that are exercisable within 60 days of March 27,
2019.
10.
Includes
all equity beneficially owned by current executive officers and
directors (8 individuals), but does not include equity beneficially
owned by Mr. Commons, Mr. Roller or Mr. Allen, whose service with
us terminated on February 28, 2019, December 24, 2018 and January
30, 2018, respectively.
11.
Based on a Schedule 13G/A filed on February 14,
2019, which information has been updated to reflect the
1-for-6 reverse stock split that was effected on March 8,
2019
. The principal business address
of the beneficial owner is 205 East 42nd Street, 20th Floor, New
York, New York 10017. Iroquois Master Fund (“IMF”) is a
private investment fund. Iroquois Capital Management LLC
(“Iroquois Capital”) is an investment adviser that
provides investment advisory services to IMF. Iroquois Capital
Investment Group LLC (“ICIG”) is a private investment
fund. Richard Abbe shares authority and responsibility for the
investments made on behalf of IMF with Kimberly Page, each of whom
is a director of IMF. Mr. Abbe is the President of Iroquois
Capital and has sole authority and responsibility for investments
made on behalf of ICIG. Mr. Abbe is also managing member of
Kensington Investment Partners LLC.
Beneficial
ownership for IMF includes 1,491 shares of common stock, 200,960
shares of common stock issuable upon conversion of preferred stock
and warrants to obtain 102,030 shares of common stock which are
exercisable within 60 days of March 27, 2019. Beneficial ownership
for ICIG includes 1,491 shares of common stock, 200,960 shares of
common stock issuable upon conversion of preferred stock and
warrants to obtain 57,446 shares of common stock which are
exercisable within 60 days of March 27, 2019. Beneficial ownership
for Kensington Investment Partners LLC includes warrants to obtain
1,127 shares of common stock which are exercisable within 60 days
of March 27, 2019.
The
shares and percentage included in the table report the number of
shares that would be issuable without giving effect to the 9.99%
blocker included in the preferred stock and warrants.
12.
Based
on a Schedule 13G/A filed on April 5, 2019, by MintFunds, LLC, a
Puerto Rico limited liability company (“MintFunds”),
and Guy Gentile, who serves as the CEO and sole owner of MintFunds.
The principal business address of the beneficial owner is located
at Elizabeth Avenue & Bay Street, Nassau, Bahamas. Beneficial
ownership includes sole voting and dispositive power over 342,821
shares.
13.
Based on a Schedule 13G filed on May 24, 2018 and
on information known to the Company as of December 31, 2018, all of
which information has been updated to reflect the
1-for-6
reverse stock split that was effected on March 8, 2019
. The principal business address of the beneficial
owner is Lettstrasse 32, FL-9490 Vaduz, Furstentums, Liechtenstein.
Konrad Ackerman is the Director of Alpha Capital Anstalt.
Beneficial ownership includes 62,391 shares of common stock,
152,615 shares of common stock issuable upon conversion of
preferred stock and warrants to obtain 80,054 shares of common
stock.
Securities Authorized for Issuance Under Equity Compensation
Plans
The following table sets forth information about the
Company’s Amended and Restated 2014 Equity Incentive Plan (as
amended, the “2014 Plan”):
|
Plan
Category
|
(a)
Number of
securities to be issued upon exercise of outstanding options,
warrants and rights
|
Weighted average
exercise price of outstanding options, warrants and
rights
|
Number of
securities available for future issuance under equity compensation
plans excluding securities reflected in column (a)
|
|
Equity compensation
plan approved by security holders
|
547,416
|
$
18.30
|
159,213
|
|
Total
|
547,416
|
$
18.30
|
159,213
|
PART IV
ITEM 15 –
E
XHIBITS,
FINANCIAL STATEMENT SCHEDULES
(a)(3)
Exhibits
The
following is a list of exhibits filed as part of this Annual Report
on Form 10-K.
|
Exhibit
|
|
|
|
Number
|
|
Description
|
|
|
|
|
|
|
|
Agreement
and Plan of Merger and Reorganization, dated September 6, 2017, by
and among WSP International Incorporated, DC Acquisition
Corporation, and the Company (
incorporated by reference from Exhibit 2.1 to
the Company’s Current Report on Form 8-K filed with the SEC
on September 6, 2017).
|
|
|
|
|
|
|
|
Amendment
No. 3 to Agreement and Plan of Merger, dated December 4, 2017, by
and among WSP International Incorporated, DC Acquisition
Corporation, and the Company
(incorporated by reference from Exhibit 2.1
to the Company’s Current Report on Form 8-K filed with the
SEC on December 6, 2017).
|
|
|
|
|
|
|
|
Form of
Support Agreement, dated as of September 6, 2017, by and between
the Company and certain stockholders named therein (
incorporated by reference from Exhibit 2.2 to
the Company’s Current Report on Form 8-K filed with the SEC
on December 6, 2017).
|
|
|
|
|
|
|
|
Form of
Support Agreement, dated as of September 6, 2017, by and between
the Company and certain stockholders named therein (
incorporated by reference from Exhibit 2.3 to
the Company’s Current Report on Form 8-K filed with the SEC
on December 6, 2017).
|
|
|
|
|
|
|
|
Form of
Support Agreement, dated as of September 6, 2017, by and between
the Company and certain stockholders named therein (
incorporated by reference from Exhibit 2.4 to
the Company’s Current Report on Form 8-K filed with the SEC
on December 6, 2017).
|
|
|
|
Amended
and Restated Certificate of Incorporation of the Company, as
amended, dated March 8, 2019.
|
|
|
|
|
|
|
|
Amended
and Restated Bylaws of the Registrant, as amended on July 26,
2018
(incorporated by
reference from Exhibit 3.1 to the Company’s Current Report on
Form 8-K filed with the SEC on August 1, 2018).
|
|
|
|
|
|
|
|
Form of
Series K Common Stock Purchase Warrant (
incorporated by reference from Exhibit 4.4 to
the Company’s Quarterly Report on Form 10-Q filed with the
SEC on November 14, 2018).
|
|
|
|
|
|
|
|
Form of
Warrant to Purchase Common Stock (
incorporated by reference from Exhibit 4.1 to
the Company’s Current Report on Form 8-K/A filed with the SEC
on September 10, 2018).
|
|
|
|
|
|
|
|
Form of
Warrant Amendment to Series H-4 Warrant
(incorporated by reference from Exhibit 4.2
to the Company’s Current Report on Form 8-K/A filed with the
SEC on September 10, 2018).
|
|
|
|
|
|
|
|
Form of
Series I Warrant to Purchase Common Stock (
incorporated by reference from Exhibit 4.1 to
the Company’s Current Report on Form 8-K filed with the SEC
on April 20, 2018).
|
|
|
|
|
|
|
|
Form of
Warrant to Purchase Common Stock of WPCS International Incorporated
(
incorporated by reference from
Exhibit 10.2 of the Company’s Current Report on Form 8-K
filed December 22, 2016).
|
|
|
|
|
|
|
|
Form of
Warrant to Purchase Common Stock
(incorporated by reference from Exhibit 10.2
of the Company’s Current Report on Form 8-K filed April 4,
2017
).
|
|
|
|
|
|
|
|
Stock
Purchase Agreement, dated as of December 10, 2018, between DropCar,
Inc. and World Professional Cabling Systems, LLC (
incorporated by reference from Exhibit 10.1
of the Company’s Current Report on Form 8-K filed December
14, 2018
).
|
|
|
|
|
|
|
|
Form of
Securities Purchase Agreement, dated as of November 14, 2018,
between DropCar, Inc. and Alpha Capital Anstalt (
incorporated by reference from Exhibit 10.2
of the Company’s Quarterly Report on Form 10-Q filed November
14, 2018).
|
|
|
|
Securities
Purchase Agreement, dated December 21, 2016, between WPCS
International Incorporated and each purchaser identified therein
(incorporated by reference from
Exhibit 10.1 of the Company’s Current Report on Form 8-K
filed December 22, 2016).
|
|
|
|
|
|
|
|
Registration
Rights Agreement, dated December 21, 2016, by and among WPCS
International Incorporated and the investors listed therein
(
incorporated by reference from
Exhibit 10.3 of the Company’s Current Report on Form 8-K
filed December 22, 2016
).
|
|
|
|
|
|
|
|
Securities
Purchase Agreement, dated March 30, 2017 (
incorporated by reference from Exhibit 10.1
of the Company’s Current Report on Form 8-K filed April 4,
2017
).
|
|
|
|
|
|
|
|
Registration
Rights Agreement, dated March 30, 2017, by and among WPCS
International Incorporated and the purchasers listed therein
(
incorporated by reference from
Exhibit 10.3 of the Company’s Current Report on Form 8-K
filed April 4, 2017
).
|
|
|
|
|
|
|
|
Final
form of the Repricing Offer Letter, dated December 4, 2017, from
WPCS International Incorporated to each of Iroquois Master Fund,
Iroquois Capital Investment Group, LLC and American Capital
Management, LLC (
incorporated by
reference from Exhibit 10.1 of the Company’s Current Report
on Form 8-K filed December 6, 2017
).
|
|
|
|
|
|
|
|
Form of
Indemnification Agreement, by and between the Company and each of
its directors and officers (
incorporated by reference from Exhibit 10.1
of the Company’s Current Report on Form 8-K filed February 5,
2018.
).
|
|
|
|
|
|
|
|
Separation
Agreement, dated January 30, 2018, by and between the Company and
Sebastian Giordano (
incorporated
by reference from Exhibit 10.2 of the Company’s Current
Report on Form 8-K filed February 5, 2018
).
|
|
|
|
|
|
|
|
Separation
Agreement, dated January 30, 2018, by and between the Company and
David Allen (
incorporated by
reference from Exhibit 10.3 of Company’s Current Report on
Form 8-K filed February 5, 2018
).
|
|
|
|
|
|
|
|
Employment
Agreement, by and between the Company and Spencer Richardson, dated
as of September 6, 2017 (
incorporated by reference from Exhibit 10.4
of the Company’s Current Report on Form 8-K filed February 5,
2018
).
|
|
|
|
|
|
|
|
Employment
Agreement, by and between the Company and David Newman, dated as of
September 6, 2017 (
incorporated
by reference from Exhibit 10.5 of the Company’s Current
Report on Form 8-K filed February 5, 2018
).
|
|
|
|
|
|
|
|
Employment
Agreement, by and between the Company and Paul Commons, dated as of
January 22, 2018 (
incorporated by
reference to Exhibit 10.6 of Company’s Current Report on Form
8-K filed February 5, 2018
).
|
|
|
|
|
|
|
|
Securities
Purchase Agreement, dated March 8, 2018, between the Company and
the purchasers named therein (
incorporated by reference from Exhibit 10.1
of the Company’s Current Report on Form 8-K filed March 9,
2018
).
|
|
|
|
|
|
|
|
Registration
Rights Agreement, dated March 8, 2018, by and among the Company and
the purchasers named therein (
incorporated by reference from Exhibit 10.2
of the Company’s Current Report on Form 8-K filed March 9,
2018
).
|
|
|
|
|
|
|
|
Form of
Warrant Exchange Agreement (
incorporated by reference from Exhibit 10.1
of Company’s Current Report on Form 8-K filed April 20,
2018
).
|
|
|
|
|
|
|
|
Consulting
Agreement, dated as of July 11, 2018, by and between the Company
and Ascentaur, LLC (
incorporated
by reference from Exhibit 10.1 of the Company’s Current
Report on Form 8-K filed July 13, 2018
).
|
|
|
|
|
|
|
|
Consent
of EisnerAmper LLP
(incorporated
by reference from Exhibit 23.1 of the Company's Annual Report on
Form 10-K filed on April 3, 2019).
|
|
|
|
|
|
|
|
Rule
13(a)-14(a)/15(d)-14(a) Certification of Principal Executive
Officer
|
|
|
|
|
|
|
|
Rule
13(a)-14(a)/15(d)-14(a) Certification of Principal Financial And
Accounting Officer
|
|
|
|
|
|
|
|
Section
1350 Certification of Principal Executive Officer and Principal
Financial Officer (This certification is being furnished and shall
not be deemed “filed” with the SEC for purposes of
Section 18 of the Exchange Act, or otherwise subject to the
liability of that section, and shall not be deemed to be
incorporated by reference into any filing under the Securities Act
or the Exchange Act, except to the extent that the registrant
specifically incorporates it by reference).
|
|
|
|
|
|
101*
|
|
Interactive
Data Files of Financial Statements and Notes.
|
* Filed
herewith.
†
Management contract or compensatory plan or
arrangement.
Pursuant to the
requirements of Section 13 or 15(d) of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly
authorized
.
|
|
DROPCAR,
INC.
|
|
|
|
|
|
|
|
Date: April 12,
2019
|
By:
|
/s/
Spencer
Richardson
|
|
|
|
|
Spencer
Richardson
|
|
|
|
|
(Principal
Executive Officer)
|
|
Pursuant to the
requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the
registrant and in the capacities indicated below and on the dates
indicated.
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
/s/
Spencer
Richardson
|
|
Chief
Executive Officer
|
|
April 12, 2019
|
|
Spencer
Richardson
|
|
(Principal
Executive Officer)
|
|
|
|
|
|
|
|
|
|
/s/
Mark
Corrao
|
|
Chief
Financial Officer
|
|
April 12, 2019
|
|
Mark
Corrao
|
|
(Principal
Financial Officer)
|
|
|
|
|
|
|
|
|
|
/s/
Joshua
Silverman
|
|
Chairman
of the Board of Directors
|
|
April 12, 2019
|
|
Joshua
Silverman
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Sebastian
Giordano
|
|
|
|
|
|
Sebastian
Giordano
|
|
Director
|
|
April
12, 2019
|
|
|
|
|
|
|
|
/s/
David
Newman
|
|
|
|
|
|
David
Newman
|
|
Director,
Chief Business Development Officer
|
|
April 12, 2019
|
|
|
|
|
|
|
|
/s/
Zvi
Joseph
|
|
|
|
|
|
Zvi
Joseph
|
|
Director
|
|
April
12, 2019
|
|
|
|
|
|
|
|
/s/
Solomon
Mayer
|
|
|
|
|
|
Solomon
Mayer
|
|
Director
|
|
April 12,
2019
|
|
|
|
|
|
|
|
/s/
Greg
Schiffman
|
|
|
|
|
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Greg
Schiffman
|
|
Director
|
|
April
12, 2019
|
DropCar (NASDAQ:DCAR)
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