Current Report Filing (8-k)
20 Aprile 2018 - 10:33PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d)
of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): April 19, 2018
DROPCAR, INC.
(Exact name
of Registrant as specified in its charter)
Delaware
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001-34643
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98-0204758
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(State or other jurisdiction
of incorporation)
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(Commission
File No.)
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(IRS Employer
Identification No.)
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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:
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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
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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.
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ITEM 1.01.
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Entry into a Material Definitive Agreement
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On April 19, 2018,
DropCar, Inc. (the “Company”) entered into separate Warrant Exchange Agreements (the “Exchange Agreements”)
with the holders (the “Merger Warrant Holders”) of existing merger warrants (the “Merger Warrants”) to
purchase shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), pursuant to
which, on the closing date, the Merger Warrant Holders would exchange each Merger Warrant for 1/3
rd
of a share of Common
Stock (collectively, the “New Shares”) and ½ of a warrant to purchase a share of Common Stock (collectively,
the “Series I Warrants”). In connection with the Exchange Agreements, the Company will issue an aggregate of (i) 292,714
New Shares and (ii) Series I Warrants to purchase an aggregate of 439,070 shares of Common Stock. The closing is expected to take
place on or about May 16, 2018, subject to satisfaction of customary closing conditions.
The Series I Warrants
have an exercise price of $2.30 per share (reflecting 110% of the market value of the Common Stock on The Nasdaq Capital Market
as of the close of trading on April 18, 2018, prior to the entry into the Warrant Exchange Agreements), and do not contain any
price-based anti-dilution protections. In addition, the Merger Warrants will be exercisable for three years from the date of issuance
and will contain a mandatory exercise feature if (i) the volume weighted average price of the Common Stock equals or exceeds $4.60
(subject to appropriate adjustments for stock splits, stock dividends, recapitalizations, reorganizations, reclassifications, combinations,
reverse stock splits or other similar transactions after the issuance date) for not less than ten (10) consecutive trading days
(the “Mandatory Exercise Measuring Period”); (ii) the daily average number of shares of Common Stock traded during
the Mandatory Exercise Measuring Period equals or exceeds 150,000 (subject to appropriate adjustments for stock splits, stock dividends,
recapitalizations, reorganizations, reclassifications, combinations, reverse stock splits or other similar transactions after the
issuance date); and (iii) no Equity Conditions Failure (as defined in the form of Series I Warrant) has occurred (unless the holder
has waived such Equity Conditions Failure).
The Merger Warrants
were originally issued pursuant to 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 DropCar Operating Company, Inc. (formerly
known as DropCar, Inc.) (“Private DropCar”), 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”). The Merger was completed on January
30, 2018. The Merger Warrants, which are exercisable to purchase up to 878,146 shares of Common Stock were issued in exchange for
previously outstanding Private DropCar warrants and have terms identical to the terms of the Private DropCar warrants for which
they were exchanged, except that the number of shares covered by the Merger Warrants and the exercise price per share were adjusted
for an exchange ratio of
0.3273.
The warrant exchange
will be conducted pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities
Act”), provided by Section 3(a)(9) of the Securities Act.
The form of Series
I Warrant and the form of Warrant Exchange Agreement are filed as Exhibits 4.1 and 10.1, respectively, to this Current Report on
Form 8-K and such documents are incorporated herein by reference. The foregoing is only a brief description of the material terms
of the form of Series I Warrant and the form of Warrant Exchange Agreement, does not purport to be a complete description of the
rights and obligations of the parties thereunder and is qualified in its entirety by reference to such exhibits.
ITEM 3.02.
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Unregistered Sales of Equity Securities.
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The response to this
item is included in Item 1.01, Entry into a Material Definitive Agreement, and is incorporated herein in its entirety.
ITEM 3.03.
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Material Modification to Rights of Security Holders.
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The response to this
item is included in Item 1.01, Entry into a Material Definitive Agreement, and is incorporated herein in its entirety.
ITEM 9.01
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Financial Statements and Exhibits
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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.
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DROPCAR, INC.
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Date: April 20, 2018
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By:
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/s/ Spencer Richardson
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Name: Spencer Richardson
Title: Chief Executive Officer
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Grafico Azioni DropCar (NASDAQ:DCAR)
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Da Mar 2024 a Apr 2024
Grafico Azioni DropCar (NASDAQ:DCAR)
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Da Apr 2023 a Apr 2024
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