Additional Proxy Soliciting Materials (definitive) (defa14a)
November 23 2020 - 4:53PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934 (Amendment No. )
Filed
by the Registrant [X] Filed by a Party other than the Registrant [ ]
Check
the appropriate box:
[ ]
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Preliminary
Proxy Statement
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[ ]
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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[ ]
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Definitive
Proxy Statement
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[X]
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Definitive
Additional Materials
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[ ]
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Soliciting
Material Pursuant to §240.14a-12
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AYRO,
Inc.
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
[X]
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No
fee required.
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[ ]
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title
of each class of securities to which transaction applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to Exchange Act
Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it
was determined):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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[ ]
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Fee
paid previously with preliminary materials.
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[ ]
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Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date
of its filing.
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(1)
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Amount
previously paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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(3)
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Filing
party:
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(4)
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Date
Filed:
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AYRO,
Inc.
900 E. Old Settlers Boulevard, Suite 100
Round
Rock, Texas 78664
Telephone: (512) 994-4917
SUPPLEMENT
TO PROXY STATEMENT
FOR
THE ANNUAL MEETING OF STOCKHOLDERS
TO
BE HELD ON DECEMBR 17, 2020
Explanatory
Note: This proxy statement supplement dated November 23, 2020 supplements the definitive proxy statement on Schedule 14A (together
with subsequent supplements, the “Proxy Statement”) of AYRO, Inc. (the “Company”) dated November 9, 2020
and made available to stockholders in connection with the annual meeting of stockholders to be held on December 17, 2020 (the
“Annual Meeting”). Except as specifically supplemented by the information contained in this supplement, all information
set forth in the Proxy Statement continues to apply and should be considered in voting your shares.
In
the Proxy Statement, the Company inadvertently reported the incorrect number of shares of common stock outstanding as of November
2, 2020, the record date for the Annual Meeting (the “Record Date”), to be 24,298,333 shares at the close of business
on the Record Date. The correct number of shares of common stock outstanding as of the Record Date is 24,207,664. The Proxy Statement
also inadvertently reported the incorrect total voting power of holders of common stock and Series H-6 Convertible Preferred Stock
(“Series H-6 Preferred Stock”) at the close of business on the Record Date to be 24,299,255 shares. On the Record
Date, such holders held a total voting power of 24,208,586 shares.
In
addition, based on the correct number of shares of common stock outstanding as of the Record Date, the current executive officers
and directors of the Company, as a group, beneficially owned 15.8% of the Company’s common stock, not 15.7%, as reported
in the Proxy Statement.
IMPORTANT
NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR
THE STOCKHOLDER MEETING TO BE HELD ON DECEMBER 17, 2020:
This
supplement, the Proxy Statement, our official notice of Annual Meeting of Stockholders and the Company’s 2019 Annual Report
to stockholders are available at www.proxyvote.com. Additionally, you can find a copy of the Company’s Annual Report on
Form 10-K, as amended on Form 10-K/A, on the website of the SEC at www.sec.gov.
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