AYRO Announces $20 Million Registered Direct Offering with Two Existing Investors
January 25 2021 - 09:00AM
AYRO, Inc. (Nasdaq: AYRO), a manufacturer of light-duty,
emissions-free electric vehicles, today announced that it has
entered into definitive agreements with two existing institutional
investors for the purchase and sale of 3,333,334 shares of the
Company’s common stock, at a purchase price of $6.00 per
share, in a registered direct offering. AYRO has also agreed to
issue to the investors unregistered warrants to acquire 3,333,334
shares of common stock at $6.93 per share, exercisable six months
after the closing and terminating two and a half years after the
date of issuance. The closing of the offering is expected to
occur on or about January 27, 2021, subject to the
satisfaction of customary closing conditions.
Palladium Capital Group, LLC acted as an advisor
to the offering.
The gross proceeds to AYRO from this offering
are expected to be approximately $20 million, before deducting
advisory fees and other offering expenses. The Company intends to
use the net proceeds from this offering for working capital and
general corporate purposes.
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. 333-251001) previously filed with the Securities
and Exchange Commission (the "SEC") on November 27,
2020 and declared effective by the SEC on December 2,
2020. 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 prospectus supplement and
accompanying prospectus relating to the shares of common stock
being offered will be filed with the SEC. Electronic copies of the
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.
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.
FORWARD-LOOKING STATEMENTS
This 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,” “will,” “would” and other
similar expressions are intended to identify these forward-looking
statements and include statements about the completion of the
registered direct offering, the satisfaction of customary closing
conditions related to the registered direct offering and the
intended use of net proceeds from the registered direct offering.
Important factors that could cause actual results to differ
materially from those indicated by such forward-looking statements
include, without limitation: 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. A discussion of these and other
factors with respect to AYRO is set forth in in AYRO's filings with
the SEC, including, without limitation, its quarterly report on
Form 10-Q for the quarterly period ended September 30, 2020, filed
by AYRO with the SEC on November 6, 2020. Forward-looking
statements speak only as of the date they are made and AYRO
disclaims any intention or obligation to revise any forward-looking
statements, whether as a result of new information, future events
or otherwise.
Investor Contact
Joseph Delahoussaye III |
for AYRO Inc. |
investors@ayro.com |
AYRO (NASDAQ:AYRO)
Historical Stock Chart
From Feb 2024 to Mar 2024
AYRO (NASDAQ:AYRO)
Historical Stock Chart
From Mar 2023 to Mar 2024