Amended Current Report Filing (8-k/a)
02 Aprile 2018 - 11:10PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
Current Report
Pursuant to Section 13 or 15(d)
of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): January 30, 2018
DROPCAR, INC.
(Exact name
of Registrant as specified in its charter)
Delaware
|
|
001-34643
|
|
98-0204758
|
(State or other jurisdiction
of incorporation)
|
|
(Commission
File No.)
|
|
(IRS Employer
Identification No.)
|
DropCar, Inc.
1412 Broadway,
Suite 2105
New York, New
York 10018
(Address of
principal executive offices and zip code)
Registrant’s
telephone number, including area code: (646) 342-1595
Check the appropriate box below if
the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|
¨
|
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
¨
|
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
¨
|
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
¨
|
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Indicate by check mark whether the
registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or
Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act.
¨
EXPLANATORY NOTE
On February 5, 2018, DropCar, Inc. (previously
named WPCS International Incorporated) (the “
Company
”) filed a Current Report on Form 8-K (the “
Original
Filing
”) with the Securities and Exchange Commission (“
SEC
”), announcing the completion of a business
combination between the Company and DropCar, Inc. (“
Private DropCar
”), in accordance with the terms of an Agreement
and Plan of Merger and Reorganization, dated as of September 6, 2017, as subsequently amended, by and among the Company, DC Acquisition
Corporation (“
Merger Sub
”), and Private DropCar (as amended, the “
Merger Agreement
”), pursuant
to which Merger Sub merged with and into Private DropCar, with Private DropCar surviving as a wholly owned subsidiary of the Company
(the “
Merger
”). Under the terms of the Merger Agreement, the Company issued shares of its common stock to Private
DropCar’s stockholders, at an exchange ratio of 0.3273 shares of the Company’s common stock for each share of (i) Private
DropCar common stock and preferred stock and (ii) Private DropCar warrants, in each case, outstanding immediately prior to the
Merger. The Company adopted Private DropCar’s fiscal year-end of December 31
,
with Private DropCar as the accounting
acquirer. In connection with the Merger, the name of the Company was changed to “DropCar, Inc.”
The Company is filing this Current Report
on Form 8-K/A (the “
Form 8-K/A
”) to amend the Original Filing in order to prevent a lapse in reporting by providing
the information required for Private DropCar, the accounting acquirer, including its audited consolidated financial statements
for the fiscal year ended December 31, 2017, as set forth in Section 12240.4 of the SEC’s Division of Corporate Finance Financial
Reporting Manual, which covers situations involving reverse acquisitions where the registrant elects to adopt the fiscal year of
the accounting acquirer. Accordingly, the Company is filing herewith as Exhibit 99.1 certain of the information that would be included
in an Annual Report on Form 10-K for the period ended December 31, 2017, if Private DropCar were to file such form.
Except as described above, no other changes
have been made to the Original Filing and this Form 8-K/A does not modify or update any other information in the Original Filing.
Information not affected by the changes described above is unchanged and reflects the disclosures made at the time of the Original
Filing. Accordingly, this Form 8-K/A should be read in conjunction with the Company’s filings made with the SEC subsequent
to the date of the Original Filing.
Item 9.01. Financial Statements and Exhibits.
(a)
Financial Statements of Business
Acquired.
Included as Exhibit 99.2 filed herewith
are the audited consolidated financial statements of Private DropCar for the fiscal year ended December 31, 2017, which are incorporated
herein by reference.
(d)
Exhibits
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
DROPCAR, INC.
|
|
|
|
Date: April 2, 2018
|
By:
|
/s/ Spencer Richardson
|
|
|
Name: Spencer Richardson
Title: Chief Executive Officer
|
Grafico Azioni DropCar (NASDAQ:DCAR)
Storico
Da Feb 2024 a Mar 2024
Grafico Azioni DropCar (NASDAQ:DCAR)
Storico
Da Mar 2023 a Mar 2024