UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
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Emerging
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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. ☐
Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On October 19, 2021, the board of directors of AYRO, Inc. (the “Company”) approved the second amendment to the amended and restated bylaws (the “Second Amendment”), which will be effective as of October 19, 2021. The Second Amendment amends and restates Article II, Section 2.6 of the Company’s existing amended and restated bylaws in its entirety to lower the number of holders of the shares entitled to vote at a meeting of stockholders constituting a quorum, in person or by proxy, from a majority to one-third. Specifically, the restated Section 2.6 states that “The holders of one-third of the voting power of the stock issued, outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders, unless otherwise required by law, the Certificate of Incorporation, these Bylaws or the rules and regulations of any applicable stock exchange. Where a separate vote by a class or series or classes or series is required, the holders of one-third of the voting power of the then-issued and outstanding shares of such class or series or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter, except as otherwise required by law, the Certificate of Incorporation, these Bylaws or the rules and regulations of any applicable stock exchange.” The previous Section 2.6 stated, in its relevant section, that “The holders of a majority of the voting power of the stock issued, outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders, unless otherwise required by law, the Certificate of Incorporation, these Bylaws or the rules and regulations of any applicable stock exchange. Where a separate vote by a class or series or classes or series is required, a majority of the voting power of the then-issued and outstanding shares of such class or series or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter, except as otherwise required by law, the Certificate of Incorporation, these Bylaws or the rules and regulations of any applicable stock exchange.”
The foregoing description of the Second Amendment is qualified by reference to the Second Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit No. | Description | |
3.1 | Second Amendment to the Amended and Restated Bylaws of AYRO, Inc. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: October 22, 2021 | By: | /s/ Thomas M. Wittenschlaeger |
Thomas M. Wittenschlaeger | ||
Chief Executive Officer |
Exhibit 3.1
SECOND AMENDMENT TO THE AMENDED AND RESTATED
BYLAWS OF AYRO, INC.
Pursuant to Article VIII of the Amended and Restated Certificate of Incorporation, as amended, of AYRO, Inc., a Delaware corporation (the “Corporation”), Article X of the Amended and Restated Bylaws (as amended heretofore, the “Bylaws”) of the Corporation, and Section 109 of the General Corporation Law of the State of Delaware, on the date hereof, the Bylaws of the Corporation are hereby amended as follows:
Section 2.6 of Article II (Meetings of Stockholders) is hereby deleted in its entirety and replace with the following Bylaw:
“2.6 Quorum. The holders of one-third of the voting power of the stock issued, outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders, unless otherwise required by law, the Certificate of Incorporation, these Bylaws or the rules and regulations of any applicable stock exchange. Where a separate vote by a class or series or classes or series is required, one-third of the voting power of the then-issued and outstanding shares of such class or series or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter, except as otherwise required by law, the Certificate of Incorporation, these Bylaws or the rules and regulations of any applicable stock exchange. If, however, such quorum is not present or represented at any meeting of the stockholders, then either (i) the chairperson of the meeting, if there be one, or (ii) the stockholders entitled to vote at the meeting, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented. The chairperson of the meeting shall have the authority to adjourn a meeting of the stockholders in all other events. At such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally noticed.”
IN WITNESS WHEREOF, this Second Amendment to the Amended and Restated Bylaws of AYRO, Inc. is executed on October 19, 2021.
Name: | Thomas M. Wittenschlaeger | |
Title: | Chief Executive Officer |
Cover |
Oct. 19, 2021 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Oct. 19, 2021 |
Current Fiscal Year End Date | --12-31 |
Entity File Number | 001-34643 |
Entity Registrant Name | AYRO, Inc. |
Entity Central Index Key | 0001086745 |
Entity Tax Identification Number | 98-0204758 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | AYRO, Inc. |
Entity Address, Address Line Two | 900 E. Old Settlers Boulevard |
Entity Address, Address Line Three | Suite 100 |
Entity Address, City or Town | Round Rock |
Entity Address, State or Province | TX |
Entity Address, Postal Zip Code | 78664 |
City Area Code | 512 |
Local Phone Number | 994-4917 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Common stock, par value $0.0001 per share |
Trading Symbol | AYRO |
Security Exchange Name | NASDAQ |
Entity Emerging Growth Company | false |
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