Item
8.01. Other Events.
Exchange
Ratio
Subsequent to the effectiveness of the
Form S-4, holders of warrants to purchase shares of DropCar common stock, par value $0.0001 per share (the “DropCar Common
Stock”) exercised warrants to purchase an aggregate of 1,250,000 shares of DropCar Common Stock. The resulting increase
in the number of shares of DropCar Common Stock outstanding impacts the number of shares of DropCar Common Stock that holders
of outstanding shares of AYRO common stock and preferred stock will be entitled to receive at the closing of the Merger (the “Exchange
Ratio”). As a result of the warrant exercises, the Exchange Ratio has changed from 1.0844 shares of DropCar Common Stock
to 1.2211 shares of DropCar Common Stock. As a result of the change in Exchange Ratio, DropCar currently intends to issue
47,421,021 shares of DropCar Common Stock at the closing of the Merger, instead of 42,112,223 shares as previously disclosed
in the Form S-4. The exercise by DropCar investors of additional warrants, if any, between the date hereof and the closing of
the Merger would result in further updates to the Exchange Ratio.
Shares
Entitled to Vote on the Record
The
Form S-4 incorrectly disclosed certain information regarding the number of shares of DropCar’s Series H-6 Convertible Preferred
Stock, par value $0.0001 per share (the “Series H-6 Preferred Stock”), entitled to vote on April 14, 2020 (the “Record
Date”). The error occurred on pages 23, 42 and 111 of the prospectus filed in connection with the Form S-4. The number of
shares of Series H-6 Preferred Stock outstanding and entitled to vote on the Record Date is 15,018, which were convertible into
an aggregate of 1,386,174 shares of DropCar Common Stock and are therefore entitled to 1,386,174 votes as of the record date.
The Form S-4 correctly disclosed the number of shares of DropCar Common Stock entitled to vote on the Record Date as 4,550,503
shares. The 4,550,503 shares of DropCar Common Stock vote together as a single class with the Series H-6 Preferred stock, for
total voting power of 5,936,677 shares.
Forward-Looking
Statements
This
Current Report on Form 8-K may contain forward-looking statements. These forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different
from any expected future results, performance, or achievements. Forward-looking statements speak only as of the date they are
made and none of AYRO, DropCar nor their affiliates assume any duty to update forward-looking statements. Words such as “anticipate,”
“believe,” “could,” “estimate,” “expect,” “may,” “plan,”
“will,” “would” and other similar expressions are intended to identify these forward-looking statements.
Important factors that could cause actual results to differ materially from those indicated by such forward-looking statements
include, without limitation: the geographic, social and economic impact of COVID-19 on AYRO’s ability to conduct its business
and raise capital in the future when needed; AYRO has a history of losses and has never been profitable, and AYRO expects to incur
additional losses in the future and may never be profitable; the market for AYRO’s products is developing and may not develop
as expected; AYRO’s limited operating history makes evaluating its business and future prospects difficult and may increase
the risk of any investment in its securities; AYRO may experience lower-than-anticipated market acceptance of its vehicles; developments
in alternative technologies or improvements in the internal combustion engine may have a materially adverse effect on the demand
for AYRO’s electric vehicles; the markets in which AYRO operates are highly competitive, and AYRO may not be successful
in competing in these industries; AYRO relies on and intends to continue to rely on a single third-party supplier for the sub-assemblies
in semi-knocked-down for all of its vehicles; AYRO may become subject to product liability claims, which could harm AYRO’s
financial condition and liquidity if AYRO is not able to successfully defend or insure against such claims; increases in costs,
disruption of supply or shortage of raw materials, in particular lithium-ion cells, could harm AYRO’s business; AYRO will
be required to raise additional capital to fund its operations, and such capital raising may be costly or difficult to obtain
and could dilute AYRO stockholders’ ownership interests, and AYRO’s long term capital requirements are subject to
numerous risks; AYRO may fail to comply with environmental and safety laws and regulations; and AYRO is subject to governmental
export and import controls that could impair AYRO’s ability to compete in international market due to licensing requirements
and subject AYRO to liability if AYRO is not in compliance with applicable laws. Risks and uncertainties related to the Merger
that may cause actual results to differ materially from those expressed or implied in any forward-looking statement include, without
limitation, risks relating to the completion of the Merger, including the need for stockholder approval and the satisfaction of
closing conditions; the anticipated financing to be completed prior to or concurrently with the closing of the Merger; the cash
balances of the combined company following the closing of the Merger and the financing; the ability of DropCar to remain listed
on the Nasdaq Capital Market; and expected restructuring-related cash outlays, including the timing and amount of those outlays.
Additional
Information
In
connection with the proposed transaction, DropCar has filed with the SEC a registration statement on Form S-4 that includes a
joint proxy statement of DropCar and consent solicitation statement of AYRO that also constitutes a prospectus of DropCar. The
registration statement was declared effective by the SEC on April 24, 2020. DropCar and AYRO commenced mailing the joint proxy
statement of DropCar and consent solicitation statement of AYRO and prospectus to stockholders of DropCar and AYRO on or about
April 27, 2020. DropCar and AYRO also plan to file other relevant documents with the SEC regarding the proposed transaction. INVESTORS
ARE URGED TO READ THE DEFINITIVE JOINT PROXY AND CONSENT STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR THAT WILL
BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. You may obtain
a free copy of the definitive joint proxy and consent solicitation statement/prospectus and other relevant documents filed by
DropCar and AYRO with the SEC at the SEC’s website at www.sec.gov. Copies of the documents filed by DropCar with
the SEC are available free of charge on DropCar’s website at www.drop.car or by contacting DropCar Investor Relations
at (212) 918-8158.
No
Offer or Solicitation
This
communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No public offer of securities
shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Participants
in the Solicitation
DropCar
and its directors and executive officers and AYRO and its directors and executive officers may be deemed to be participants in
the solicitation of proxies in respect of the proposed transaction. Information regarding the special interests of these directors
and executive officers in the proposed transaction has been included in the definitive joint proxy and consent statement/prospectus
referred to above. Additional information regarding the directors and executive officers of DropCar is included in the Company’s
Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 30, 2020, as amended on April 10,
2020. Investors should read the definitive joint proxy and consent solicitation statement/prospectus carefully before making any
voting or investment decisions. You may obtain free copies of these documents from DropCar or AYRO using the sources indicated
above.
This
document shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale
of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as amended.