8-K
Fabric.AI, Inc. (FABC)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
FORM8-K
CurrentReport
Pursuantto Section 13 or 15(d) of the
SecuritiesExchange Act of 1934
Dateof Report (Date of earliest event reported): August 14, 2020
AYRO,Inc.
(Exactname of Registrant as specified in its charter)
| Delaware | 001-34643 | 98-0204758 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission<br><br> <br>File No.) | (IRS Employer<br><br> <br>Identification No.) |
AYRO,Inc.
900E. Old Settlers Boulevard, Suite 100
RoundRock, Texas 78664
(Addressof principal executive offices and zip code)
Registrant’stelephone number, including area code: 512-994-4917
(Formername or former address, if changed since last report.)
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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
|---|---|---|
| [ ] | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| [ ] | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| [ ] | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
| Title<br> of each class | Trading<br> Symbol(s) | Name<br> of each exchange on which registered |
| --- | --- | --- |
| Common<br> stock, par value $0.0001 per share | AYRO | The<br> Nasdaq Stock Market LLC |
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. [ ]
Item2.02 Results of Operations and Financial Condition.
On August 14, 2020, AYRO, Inc. (the “Company”) issued a press release announcing its financial results for the second fiscal quarter ending June 30, 2020. A copy of this press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
A copy of the Company’s Investor Presentation – August 2020 (the “Investor Presentation”) is set forth in Exhibit 99.2 attached to this Current Report on Form 8-K and is incorporated herein by reference. The Company intends to use the Investor Presentation, in whole or in part, in one or more meetings with investors, including in a second fiscal quarter conference call on August 14, 2020 at 8:30 a.m. (eastern time).
In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, that is furnished pursuant to this Item 2.02 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item9.01 Financial Statements and Exhibits.
(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.
| AYRO, INC. | ||
|---|---|---|
| Date:<br> August 14, 2020 | By: | /s/ Curtis Smith |
| Curtis<br> Smith | ||
| Chief<br> Financial Officer |
Exhibit99.1
AYRO, Inc. Announces Second Quarter 2020 Results
AUSTIN,TEXAS – August 14, 2020 — AYRO, Inc. (NASDAQ: AYRO), a manufacturer of light-duty, urban and short-haul electric vehicles (EVs), today announced financial results for its Second Quarter of 2020.
Q2Financial Highlights:
| ● | Revenues<br> of $286,000 |
|---|---|
| ● | Net<br> Loss of ($1.53) million |
| ● | Adjusted<br> EBITDA* (loss) of ($683,000) |
| ● | $881,000<br> in total debt as of June 30, 2020 |
| ● | $7.9<br> million in Cash as of June 30, 2020 |
OperatingHighlights:
| ● | Subsequent<br> to quarter-end, raised approximately $24.8 million in equity net of transaction fees |
|---|---|
| ● | Subsequent<br> to quarter-end, announced $584,000 in orders for its inaugural purpose-built EV hospitality truck solution with Gallery Carts |
| ● | Announced<br> completion of plant expansion to permit a 200% increase in production capacity to 600 electric vehicles per month |
| ● | Backlog<br> of approximately $525,000 as of June 30, 2020 |
Rod Keller, Chief Executive Officer of AYRO, Inc., commented, “Demand for electric vehicles, globally, is accelerating, and we are in an excellent position to benefit as a niche player for our commercial fleet solutions. In the second quarter we continued to work diligently to strengthen the balance sheet, develop new and expand current channels to market, and pursue additional strategic partnerships to further build the AYRO brand to position us for long-term, sustainable growth.”
“Our second quarter financial results, starting with sales, were of course impacted by COVID-19, as both corporate and higher education institutions were re-evaluating their 2020 strategic plans with respect to their respective demand and capital spending needs. However, our facilities are now all up and running, we are maintaining compliance with health and safety codes and best practices, and our supply chain is once again in the position to support our sales and marketing efforts. We are seeing re-openings in certain key markets as we head to the back half of 2020.”
“Our top priorities for the remainder of this year, beyond maintaining the safety standards for our employees, partners, customers, and all stakeholders, are to keep our sales funnel growing through continued penetration of the Club Car dealer network here in North America and abroad for the 411, and the development of other new products including the 311. We are aiming to penetrate captive markets where we can establish a leadership position as a provider of great, innovative electric vehicles and services that provide sustainable economic, green, and other unique benefits for our customers. The large initial order from Gallery and our plant expansion bode well for the remainder of 2020 and beyond for AYRO.”
Results presented herein are preliminary. The company’s final results will be filed subsequently on Form 10-Q, with the Securities and Exchange Commission.
ConferenceCall Today:
The company will be conducting a conference call this morning where management will lead a discussion of second quarter financial results with a Q&A Session to follow, beginning at 8:30 AM ET. Anyone interested in participating in the call should dial 877-270-2148 from within the United States or 412-902-6510 if calling internationally. A replay will be available until August 21, 2020, 11:59 PM which can be accessed by dialing 877-344-7529 if calling within the United States or 412-317-0088 if calling internationally. Please use passcode 10147055 to access the replay.
The call will additionally be broadcast live with accompanying slides and archived for 90 days over the internet, accessible at the investor relations portion of the Company’s corporate website, https://ir.ayro.com/
AboutAYRO, INC.
Texas-based AYRO, Inc. designs and delivers compact, emissions-free electric fleet solutions for use within urban and short-haul markets. AYRO’s vehicles are capable of accommodating a broad range of commercial requirements. 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 & Urban Delivery and Closed Campus Transport. For more information, visit: www.ayro.com.
Forward-LookingStatements
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,” “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. 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.
INVESTORRELATIONS CONTACTS:
Darrow Associates
Jordan Darrow
512-551-9296
jdarrow@darrowir.com
Darrow Associates.
Peter Seltzberg
516-419-9915
pseltzberg@darrowir.com
AYRO,INC. AND SUBSIDIARIES
CONDENSEDCONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| Three Months Ended<br> <br>June 30, | Six Months Ended<br> <br>June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | |||||||||
| Revenue | $ | 285,927 | $ | 396,098 | $ | 432,743 | $ | 480,049 | ||||
| Cost of goods sold | 205,637 | 308,742 | 318,792 | 375,510 | ||||||||
| Gross profit | 80,290 | 87,356 | 113,951 | 104,539 | ||||||||
| Operating expenses: | ||||||||||||
| Research and development | 180,605 | 283,191 | 335,304 | 482,925 | ||||||||
| Sales and marketing | 239,065 | 298,440 | 558,519 | 500,627 | ||||||||
| General and administrative | 714,679 | 1,242,606 | 1,963,730 | 2,025,800 | ||||||||
| Total operating expenses | 1,134,349 | 1,824,237 | 2,857,553 | 3,009,352 | ||||||||
| Loss from operations | (1,054,059 | ) | (1,736,881 | ) | (2,743,602 | ) | (2,904,813 | ) | ||||
| Other (expense) income: | ||||||||||||
| Other income | 3 | 28 | 20 | 56 | ||||||||
| Interest expense | (123,576 | ) | (72,796 | ) | (229,202 | ) | (167,981 | ) | ||||
| Loss on extinguishment of debt | (353,225 | ) | - | (353,225 | ) | - | ||||||
| Other (expense) income, net | (476,798 | ) | (72,768 | ) | (582,407 | ) | (167,925 | ) | ||||
| Net loss | $ | (1,530,857 | ) | $ | (1,809,649 | ) | $ | (3,326,009 | ) | $ | (3,072,738 | ) |
| Net loss per share, basic and diluted | $ | (0.18 | ) | $ | (0.65 | ) | $ | (0.54 | ) | $ | (1.10 | ) |
| Basic and diluted weighted average Common Stock outstanding | 8,291,351 | 2,793,592 | 6,131,712 | 2,793,592 |
AYRO,INC. AND SUBSIDIARIES
CONDENSEDCONSOLIDATED BALANCE SHEETS
(UNAUDITED)
| December 31,<br> 2019 | |||||
|---|---|---|---|---|---|
| ASSETS | |||||
| Current assets: | |||||
| Cash | 7,918,120 | $ | 641,822 | ||
| Accounts receivable, net | 313,060 | 71,146 | |||
| Inventory | 1,058,626 | 1,118,516 | |||
| Prepaid expenses and other current assets | 275,246 | 164,399 | |||
| Total current assets | 9,565,052 | 1,995,883 | |||
| Property and equipment, net | 561,682 | 489,366 | |||
| Intangible assets, net | 195,793 | 244,125 | |||
| Operating lease – right-of-use asset | 1,160,942 | - | |||
| Deposits and other assets | 22,491 | 48,756 | |||
| Total assets | 11,505,960 | $ | 2,778,130 | ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||
| Current liabilities: | |||||
| Accounts payable | 830,545 | $ | 772,077 | ||
| Accrued expenses | 286,171 | 612,136 | |||
| Contract liability | 63,904 | - | |||
| Current portion long-term debt, net | 364,610 | 1,006,947 | |||
| Lease obligation – operating lease | 113,910 | - | |||
| Total current liabilities | 1,659,140 | 2,391,160 | |||
| Long-term debt, net | 235,913 | 318,027 | |||
| Lease obligation - operating lease, net of current portion | 1,066,484 | - | |||
| Total liabilities | 2,961,537 | 2,709,187 | |||
| Commitments and contingencies | |||||
| Stockholders’ equity: | |||||
| Preferred Stock, ( authorized – 20,000,000 shares; issued and outstanding – 10,080 and 7,360,985 shares, respectively) | - | - | |||
| Convertible Preferred Stock Series H, (0.0001 par value; authorized – 8,500 shares; issued and outstanding – 8 and zero shares, respectively) | - | - | |||
| Convertible Preferred Stock Series H-3, (.0001 par value; authorized – 8,461 shares; issued and outstanding – 2,189 and zero shares, respectively) | - | - | |||
| Convertible Preferred Stock Series H-6, (.0001 par value; authorized – 50,000 shares; issued and outstanding – 7,883 and zero shares, respectively) | - | - | |||
| Convertible Seed Preferred Stock, (1.00 par value; authorized – zero shares; issued and outstanding – 0 and 7,360,985 shares, respectively) | - | 9,025,245 | |||
| Common Stock, (0.0001 par value; authorized – 100,000,000 shares; issued and outstanding – 16,509,964 and 3,948,078 shares, respectively) | 1,651 | 395 | |||
| Additional paid-in capital | 25,827,425 | 5,001,947 | |||
| Accumulated deficit | (17,284,653 | ) | (13,958,644 | ) | |
| Total stockholders’ equity | 8,544,423 | 68,943 | |||
| Total liabilities and stockholders’ equity | 11,505,960 | $ | 2,778,130 |
All values are in US Dollars.
Below is a reconciliation of Adjusted EBITDA to net loss for the three months ended June 30, 2020 and 2019.
| For the three months ended | ||||||
|---|---|---|---|---|---|---|
| June 30, | ||||||
| 2020 | 2019 | |||||
| Net Loss | $ | (1,530,857 | ) | $ | (1,809,649 | ) |
| Depreciation and Amortization | 114,189 | 151,012 | ||||
| Stock-based compensation expense | 150,948 | 476,214 | ||||
| Amortization of Discount on Debt | 105,995 | 17,294 | ||||
| Interest expense | 123,576 | 72,796 | ||||
| Loss on extinguishment of debt | 353,225 | - | ||||
| Provision (benefit) for income taxes | - | - | ||||
| Adjusted EBITDA | $ | (682,924 | ) | $ | (1,092,333 | ) |
Below is a reconciliation of Adjusted EBITDA to net loss for the six months ended June 30, 2020 and 2019.
| For the six months ended | ||||||
|---|---|---|---|---|---|---|
| June 30, | ||||||
| 2020 | 2019 | |||||
| Net Loss | $ | (3,326,009 | ) | $ | (3,072,738 | ) |
| Depreciation and Amortization | 228,464 | 259,279 | ||||
| Stock-based compensation expense | 307,408 | 607,658 | ||||
| Amortization of Discount on Debt | 169,739 | 27,883 | ||||
| Interest expense | 229,202 | 167,981 | ||||
| Loss on extinguishment of debt | 353,225 | - | ||||
| Provision (benefit) for income taxes | - | - | ||||
| Adjusted EBITDA | $ | (2,037,971 | ) | $ | (2,009,937 | ) |
Exhibit 99.2
