AYRO Announces $10.0 Million Registered Direct Offering Priced At-the-Market under Nasdaq Rules
November 23 2020 - 9:00AM
AYRO, Inc. (Nasdaq: AYRO) (“AYRO” or the “Company”), a manufacturer
of light-duty, urban, and short-haul electric vehicles (EVs), today
announces it has entered into definitive agreements with Carnegie
Hudson Resources, an investment arm of Wanxiang America, and
several existing institutional investors.
Wanxiang America is a subsidiary of Wanxiang Group, a Chinese
conglomerate and owner of Karma Automotive and A123 Systems, a
developer of EV batteries and supplier to automotive manufacturers
worldwide. Karma recently signed a strategic manufacturing,
engineering and design partnership with AYRO.
Terms of the offering include the sale of approximately
1,650,165 shares of the Company’s common stock, at a purchase price
of $6.06 per share, in a registered direct offering priced
at-the-market under Nasdaq rules. AYRO has also agreed to issue to
the investors unregistered Series A warrants to acquire
approximately 1,237,624 shares of common stock at $8.09 per share,
exercisable immediately and terminating six months after the date
of issuance, and unregistered Series B warrants to acquire
approximately 825,083 shares of common stock at $8.91 per share,
exercisable immediately and terminating five years after the date
of issuance. The closing of the offering is expected to occur on or
about November 24, 2020, subject to the satisfaction of customary
closing conditions.
The gross proceeds to AYRO from this offering are expected to be
approximately $10.0 million, before deducting placement agent fees
and other offering expenses. The Company intends to use the net
proceeds from this offering for manufacturing, production,
operations, product portfolio market expansion, and general working
capital.
The shares of common stock (but not the warrants or the shares
of common stock underlying the warrants) are being offered by AYRO
pursuant to a "shelf" registration statement on Form S-3 (File No.
333-227858) previously filed with the Securities and Exchange
Commission (the "SEC") on October 16, 2018 and declared effective
by the SEC on November 8, 2018. The offering of the securities will
be made only by means of a prospectus, including a prospectus
supplement, forming a part of the effective registration statement.
A final prospectus supplement and accompanying prospectus relating
to the shares of common stock being offered will be filed with the
SEC. Electronic copies of the final prospectus supplement and
accompanying prospectus may be obtained, when available, on the
SEC's website at http://www.sec.gov.
The warrants described above were offered in a private placement
under Section 4(a)(2) of the Securities Act of 1933, as amended
(the "Act"), and Regulation D promulgated thereunder and, along
with the shares of common stock underlying the warrants, have not
been registered under the Act, or applicable state securities laws.
Accordingly, the warrants and underlying shares of common stock may
not be offered or sold in the United States except pursuant to an
effective registration statement or an applicable exemption from
the registration requirements of the Act and such applicable state
securities laws.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy these securities, nor shall there
be any sale of these securities in any state or other jurisdiction
in which such offer, solicitation or sale would be unlawful prior
to the registration or qualification under the securities laws of
any such state or other jurisdiction.
Spartan Capital Securities, LLC & Palladium Capital Group,
LLC acted as advisors to the offering.
About AYRO,
Inc.
Texas-based AYRO, Inc. engineers purpose-built electric vehicles
to enable sustainable fleets. With rapid, customizable deployments
that meet specific buyer needs, AYRO’s agile EVs are an
eco-friendly microdistribution alternative to gasoline vehicles.
The AYRO 411 Club Car is the only zero-emission, light duty EV
known to AYRO that can be optimized for the needs of any
sustainable fleet, while the AYRO 311 EV can be configured for a
variety of urban last-mile transportation needs. AYRO innovates
with speed, discipline, and agility and was founded in 2017 by
entrepreneurs, investors, and executives with a passion for
creating sustainable urban electric vehicle solutions for
micromobility. For more information, visit: www.ayro.com
Forward-Looking StatementsThis press release
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. Words such as "anticipate,"
"believe," "could," "estimate," "expect," "may," "plan," "project,"
"will," "would" and their opposites and similar expressions are
intended to identify forward-looking statements. Such
forward-looking statements are based on the beliefs of management
as well as assumptions made by and information currently available
to management. Important factors that could cause actual results to
differ materially from those indicated by such forward-looking
statements include, without limitation: we have a history of losses
and has never been profitable, and we expect to incur additional
losses in the future and may never be profitable; the market for
our products is developing and may not develop as expected; our
business, results of operations and financial condition may be
adversely impacted by public health epidemics, including the recent
COVID-19 outbreak; our limited operating history makes evaluating
its business and future prospects difficult and may increase the
risk of any investment in its securities; we 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 our electric vehicles; the markets in which we
operate are highly competitive, and we may not be successful in
competing in these industries; we rely 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; we may become subject to
product liability claims, which could harm our financial condition
and liquidity if we are 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 our business; we 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 our stockholders' ownership
interests, and our long-term capital requirements are subject to
numerous risks; we may fail to comply with environmental and safety
laws and regulations; and we are subject to governmental export and
import controls that could impair our ability to compete in
international market due to licensing requirements and subject us
to liability if we are not in compliance with applicable laws. A
discussion of these and other factors is set forth in our
registration statement on Form S-4 filed on February 14, 2020, as
amended, and our subsequent Quarterly Reports on Form 10-Q.
Forward-looking statements speak only as of the date they are made
and we disclaim any intention or obligation to revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.
For media
inquiries: |
For investor inquiries: |
Liz Crumpacker |
Joseph Delahoussaye III |
for AYRO, Inc. |
for AYRO Inc. |
ayro@antennagroup.com |
investors@ayro.com |
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