Securities Registration Statement (simplified Form) (s-3/a)
August 12 2020 - 4:53PM
Edgar (US Regulatory)
As
filed with the U.S. Securities and Exchange Commission on August 12, 2020
Registration
No. 333-240314
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
Amendment
No. 1 to
FORM
S-3
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
AYRO,
Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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98-0204758
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(State
or other jurisdiction of
incorporation
or organization)
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|
(I.R.S.
Employer
Identification
Number)
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900
E. Old Settlers Boulevard, Suite 100
Round
Rock, Texas 78664
512-994-4917
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Rodney
C. Keller, Jr.
President
and Chief Executive Officer
AYRO,
Inc.
900
E. Old Settlers Boulevard, Suite 100
Round
Rock, Texas 78664
512-994-4917
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies
of all communications, including communications sent to agent for service, should be sent to:
Rick
A. Werner, Esq.
Matthew
L. Fry, Esq.
Haynes
and Boone, LLP
30
Rockefeller Plaza, 26th Floor
New
York, New York 10112
Tel.
(212) 659-7300
Fax
(212) 884-8234
Approximate
date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please
check the following box: [ ]
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check
the following box: [X]
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering. [ ]
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. [ ]
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box. [ ]
Indicate
by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an 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.
Large
accelerated filer
|
[ ]
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Accelerated
filer
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[ ]
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Non-accelerated
filer
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[X]
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Smaller
reporting company
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[X]
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Emerging
growth company
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[ ]
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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 to Section 7(a)(2)(B) of the Securities Act. [ ]
EXPLANATORY
NOTE
AYRO,
Inc. (the “Company”) is filing this Amendment No. 1 to its Registration Statement on Form S-3 (File No.
333-240314) for the sole purpose of filing Exhibit 23.4 with the Securities and Exchange Commission. This Amendment No. 1 does
not modify any provision of the Prospectus that forms a part of the Registration Statement and accordingly such Prospectus has
not been included herein.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
16. Exhibits.
The
following exhibits are filed with this Registration Statement.
**
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Filed
herewith.
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*
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Previously
filed as an exhibit to the Company’s Registration Statement on Form S-3, filed August 3, 2020.
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SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 1 to the Registration Statement
on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on
August 12, 2020.
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AYRO,
INC.
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By:
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/s/
Rodney C. Keller, Jr.
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Name:
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Rodney
C. Keller, Jr.
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Title:
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President
and Chief Executive Officer
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Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature
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Title
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Date
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/s/
Rodney C. Keller, Jr.
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President,
Chief Executive Officer and Director
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August
12, 2020
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Rodney
C. Keller, Jr.
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(Principal
Executive Officer)
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/s/
Curtis Smith
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Chief
Financial Officer
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August
12, 2020
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Curtis
Smith
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(Principal
Financial Officer and Principal Accounting Officer)
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*
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Chairman
of the Board of Directors
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August
12, 2020
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Joshua
Silverman
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*
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Director
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August
12, 2020
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Mark
Adams
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*
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Director
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August
12, 2020
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George
Devlin
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*
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Director
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August
12, 2020
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Sebastian
Giordano
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*
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Director
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August
12, 2020
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Zvi
Joseph
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*
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Director
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August
12, 2020
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Greg
Schiffman
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*
By:
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/s/
Rodney C. Keller, Jr.
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Rodney
C. Keller, Jr.
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As
Attorney-in-Fact
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