Post-effective Amendment to an S-8 Filing (s-8 Pos)
August 12 2020 - 4:52PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on August 12, 2020
Registration
No. 333-240316
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
Amendment
No. 1 to
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
AYRO,
Inc.
(Exact
name of registrant as specified in its charter)
Delaware
|
|
98-0204758
|
(State
or other jurisdiction
of incorporation or organization)
|
|
(I.R.S.
Employer
Identification No.)
|
900
E. Old Settlers Boulevard, Suite 100
Round
Rock, Texas 78664
(Address
of principal executive offices) (Zip Code)
AYRO,
Inc. 2020 Long-Term Equity Incentive Plan
(Full
title of the Plan)
Rodney
C. Keller, Jr.
President
and Chief Executive Officer
AYRO,
Inc.
900
E. Old Settlers Boulevard, Suite 100
Round
Rock, Texas 78664
(Name
and address of agent for service)
512-994-4917
(Telephone
number, including area code, of agent for service)
Copy
to:
Rick
A. Werner, Esq.
Matthew
L. Fry, Esq.
Haynes
and Boone, LLP
30
Rockefeller Plaza, 26th Floor
New
York, New York 10112
Telephone:
(212) 659-7300
Facsimile:
(212) 884-8234
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
|
[ ]
|
|
Accelerated
filer
|
[ ]
|
|
|
|
|
|
Non-accelerated
filer
|
[X]
|
|
Smaller
reporting company
|
[X]
|
|
|
|
|
|
|
|
|
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 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-8 (File No. 333-240316)
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 Part I has not been included herein.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Exhibit
Number
|
|
Exhibit
Description
|
|
Filed
with
this Report
|
|
Incorporated
by Reference herein from Form or Schedule
|
|
Filing
Date
|
4.1
|
|
Amended and Restated Certificate of Incorporation, effective May 28, 2020
|
|
|
|
Form
8-K
(Exhibit
3.2)
|
|
05/29/20
|
|
|
|
|
|
|
|
|
|
4.2
|
|
Certificate of Amendment to Amended and Restated Certificate of Incorporation, effective May 28, 2020
|
|
|
|
Form
8-K
(Exhibit
3.3)
|
|
05/29/20
|
|
|
|
|
|
|
|
|
|
4.3
|
|
Amended and Restated Bylaws, effective May 28, 2020
|
|
|
|
Form
8-K
(Exhibit
3.4)
|
|
05/29/20
|
|
|
|
|
|
|
|
|
|
5.1*
|
|
Opinion of Haynes and Boone, LLP
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23.1*
|
|
Consent of Haynes and Boone, LLP (included in the opinion filed as Exhibit 5.1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23.2*
|
|
Consent of Friedman LLP, independent registered public accounting firm
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23.3*
|
|
Consent of Plante & Moran, PLLC, independent registered public accounting firm
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23.4
|
|
Consent of EisnerAmper LLP, independent registered public accounting firm
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24.1*
|
|
Power of Attorney
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
99.1*
|
|
AYRO, Inc. 2020 Long-Term Equity Incentive Plan
|
|
|
|
|
|
|
* Previously filed.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this Amendment No. 1 to the Registration Statement on
Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on August
12, 2020.
|
AYRO,
INC.
|
|
|
|
|
By:
|
/s/
Rodney C. Keller, Jr.
|
|
Name:
|
Rodney
C. Keller, Jr.
|
|
Title:
|
President
and Chief Executive Officer
|
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
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/
Rodney C. Keller, Jr.
|
|
President,
Chief Executive Officer and Director
|
|
August
12, 2020
|
Rodney
C. Keller, Jr.
|
|
(Principal
Executive Officer)
|
|
|
|
|
|
|
|
/s/
Curtis Smith
|
|
Chief
Financial Officer
|
|
August
12, 2020
|
Curtis
Smith
|
|
(Principal
Financial Officer and Principal Accounting Officer)
|
|
|
|
|
|
|
|
*
|
|
Chairman
of the Board of Directors
|
|
August
12, 2020
|
Joshua
Silverman
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
August
12, 2020
|
Mark
Adams
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
August
12, 2020
|
George
Devlin
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
August
12, 2020
|
Sebastian
Giordano
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
August
12, 2020
|
Zvi
Joseph
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
August
12, 2020
|
Greg
Schiffman
|
|
|
|
|
*
By:
|
/s/
Rodney C. Keller, Jr.
|
|
|
Rodney
C. Keller, Jr.
|
|
|
As
Attorney-in-Fact
|
|
AYRO (NASDAQ:AYRO)
Historical Stock Chart
From Mar 2024 to Apr 2024
AYRO (NASDAQ:AYRO)
Historical Stock Chart
From Apr 2023 to Apr 2024