Item 8.01
Other Events
For the general information of investors, DropCar is filing
herewith information relating to the Merger. Specifically, filed
herewith as Exhibits 99.1 and 99.2, respectively, are excerpts of
the “Information about AYRO” and “Risk
Factors” sections expected to be disclosed as part of the
prospectus contained in the Form S-4 registration statement to be
filed in connection with the Merger, which exhibits are
incorporated by reference herein. Such information is as of
February 7, 2020 (unless an earlier date is
indicated).
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.