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Monday, November 23, 2020 9:17:09 AM
AYRO Announces $10M Registered Direct Offering Priced At-The-Market Under Nasdaq Rules; Includes Sale Of 1,650,165 Shares At $6.06/Share
Today 9:03 AM ET (Benzinga)Print
AUSTIN, Texas, Nov. 23, 2020 (GLOBE NEWSWIRE) -- AYRO, Inc. (NASDAQ:AYRO) ("AYRO" or the "Company"), a manufacturer of light-duty, urban, and short-haul electric vehicles (EVs), today announces it has entered into definitive agreements with Carnegie Hudson Resources, an investment arm of Wanxiang America, and several existing institutional investors.
Wanxiang America is a subsidiary of Wanxiang Group, a Chinese conglomerate and owner of Karma Automotive and A123 Systems, a developer of EV batteries and supplier to automotive manufacturers worldwide. Karma recently signed a strategic manufacturing, engineering and design partnership with AYRO.
Terms of the offering include the sale of approximately 1,650,165 shares of the Company's common stock, at a purchase price of $6.06 per share, in a registered direct offering priced at-the-market under Nasdaq rules. AYRO has also agreed to issue to the investors unregistered Series A warrants to acquire approximately 1,237,624 shares of common stock at $8.09 per share, exercisable immediately and terminating six months after the date of issuance, and unregistered Series B warrants to acquire approximately 825,083 shares of common stock at $8.91 per share, exercisable immediately and terminating five years after the date of issuance. The closing of the offering is expected to occur on or about November 24, 2020, subject to the satisfaction of customary closing conditions.
The gross proceeds to AYRO from this offering are expected to be approximately $10.0 million, before deducting placement agent fees and other offering expenses. The Company intends to use the net proceeds from this offering for manufacturing, production, operations, product portfolio market expansion, and general working capital.
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. 333-227858) previously filed with the Securities and Exchange Commission (the "SEC") on October 16, 2018 and declared effective by the SEC on November 8, 2018. 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 final prospectus supplement and accompanying prospectus relating to the shares of common stock being offered will be filed with the SEC. Electronic copies of the final 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.
Spartan Capital Securities, LLC & Palladium Capital Group, LLC acted as advisors to the offering.
© 2020 Benzinga.com. Benzinga does not provide investment advice. All rights reserved.
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