Rod Keller, Chief Executive of AYRO since 2017, who will become the Chief Executive Officer of the combined company, commented, "We are excited about the opportunity to introduce our company to the public, along with its line-up of light-duty electric vehicles, as well as our strategic partnership with Club Car, a unit of Ingersoll Rand Inc. (NYSE: IR). Going public with a NASDAQ listing is an important milestone for our company, and we look forward to engaging with new investors to share our vision for AYRO and create value for our shareholders."
Pursuant to the Agreement and Plan of Merger and Reorganization, dated as of December 19, 2019, by and among DropCar, AYRO and ABC Merger Sub, Inc., a wholly owned subsidiary of DropCar ("Merger Sub"), Merger Sub will merge with and into AYRO (the "Merger"), with AYRO surviving the Merger as a direct wholly owned subsidiary of DropCar. Immediately prior to the Merger, AYRO will change its name to "AYRO Operating Company, Inc." and DropCar will change its name to "AYRO, Inc." Immediately following the Merger, the combined company will effect a reverse stock split of its common stock (the "Reverse Split") and pay a stock dividend declared on the common stock to all shareholders of record as of the close of business on May 28, 2020 (following the effective time of the Merger) (the "Stock Dividend"), the net effect of which will result in a 1-for-5 reverse stock split of the combined company's common stock. DropCar and AYRO made filings with the office of the Delaware Secretary of State (the "Secretary of State") today in order to give effect to the name changes, the Reverse Stock Split and the Merger. DropCar and AYRO expect the name changes, the Reverse Stock Split, the Stock Dividend and the Merger to become effective after market hours on Thursday, May 28, 2020.
Concurrently with the closing of the Merger, DropCar will sell substantially all of the assets associated with its business of providing vehicle support, fleet logistics and concierge services for both consumers and the automotive industry to Spencer Richardson and David Newman, who currently serve as Chief Executive Officer of DropCar and Chief Business Development Officer of DropCar, respectively.
Subject to the aforementioned acceptance by the Secretary of State of the filings made by DropCar and AYRO, the combined company will be named "AYRO, Inc." and expects to begin trading on the Nasdaq Capital Market under the symbol "AYRO" at the opening of trading on May 29, 2020 after giving effect to the Reverse Stock Split and the Stock Dividend. Effective with the aforementioned changes, a total of 12,482,298 AYRO basic common shares will be outstanding as of May 29, 2020, with the CUSIP number changing to 054748 108.
Palladium Capital Advisors, LLC acted as financial advisor to the parties in connection with the above transactions.
Virtual Town Hall Meeting
AYRO, Inc. will host a virtual "Town Hall" style investor event, to be broadcast live over the internet on June 2, 2020 at 8:30 AM ET. Rod Keller and Curt Smith, the company's Chief Executive Officer and Chief Financial Officer, respectively, will lead the session and provide a shareholder update on the transaction and the company's strategic growth plans as well as its strategic partnership with Club Car.
This virtual meeting is open to the public and will consist of a live broadcast audio and video stream with Q&A. All attendees are required to register to participate. Please access the registration link and follow the instructions which will be available on AYRO's corporate website: www.ayro.com
Questions may also be submitted in advance by email to Peter Seltzberg, Investor Relations for AYRO, at pseltzberg@darrowir.com. A rebroadcast will also be made available to the public on Ayro's corporate website and by request for those unable to attend the live event.
About AYRO
Texas-based AYRO, Inc., designs and delivers compact, emissions-free electric fleet solutions for use within urban and short-haul markets. Capable of accommodating a broad range of commercial and consumer requirements, AYRO's vehicles are the emerging leaders of safe, affordable, efficient and sustainable logistical transportation. AYRO was founded in 2017 by entrepreneurs, investors, and executives with a passion to create sustainable urban electric vehicle solutions for Campus Management, Last Mile Delivery, Urban Commuting, and Closed Campus Transport. For more information, visit www.ayro.com.
To view our vehicles, visit: https://ayro.com/media
About DropCar
Founded and launched in New York City in 2015, DropCar (DCAR) offers its Vehicle Support Platform (VSP), a cloud-based platform and mobile apps that help consumers and automotive-related companies reduce the cost, hassles and inefficiencies of owning a car, or fleet of cars, in urban centers. Consumers use DropCar's mobile app to ease the cost and stress of owning a car in the city. Dealerships, fleet owners, OEMs and shared mobility companies use DropCar's enterprise platform to reduce costs, streamline logistics and deepen relationships with customers. For more information, visit www.dropcar.com.
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