8-K

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): June 25, 2019

HyreCar Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-38561	47-2480487
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

355 South Grand Avenue, Suite 1650 Los Angeles, California	90071
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (888) 688-6769

N/A

(Former name 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 (see General Instruction A.2. below):

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.00001	HYRE	The 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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements with Certain Officers

Effective June 25, 2019, Abhishek Arora resigned from his position as Chief Technology Officer of HyreCar Inc. (the “Company”). Mr. Arora’s resignation was not in connection with any disagreement with the management of the Company.

Effective June 26, 2019, the Company’s board of directors appointed Jayaprakash Vijayan to its audit committee (the “Committee”). Mr. Vijayan joins Grace Mellis and Brooke Skinner Ricketts on the Committee as the third independent director (as that term is defined by the applicable rules of the Nasdaq Stock Market LLC). 

Item 5.07 Submission of Matters to a Vote of Security Holders

On June 25, 2019, the Company held its Annual Meeting of Stockholders (the “Annual Meeting”). A total of 9,015,217 shares of common stock were present or represented by proxy at the meeting, representing approximately 73.27% of the Company’s issued and outstanding common stock as of the May 21, 2019 record date. The following are the voting results for the proposals considered and voted upon at the meeting, each of which were described in the Company’s Definitive Proxy Statement filed with the Securities Exchange Commission on May 23, 2019.

Item 1 – Election of one Class I director for a term of office expiring on the date of the annual meeting of the stockholders in 2022 and until his successor has been duly elected and qualified.

NOMINEE	Votes FOR	Votes WITHHELD	Broker Non-Votes
Michael Root	5,333,791	26,060	3,655,366

Item 2 – Ratification of the appointment of dbbmckennon as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.

Votes FOR	Votes AGAINST	Votes ABSTAINED	Broker Non-Votes
8,802,521	86,914	125,782	N/A

Based on the foregoing votes, the director nominee was elected and Item 2 was approved. Mr. Root replaces Mr. Arora as a Class I director on the Company’s board of directors. Mr. Arora’s term of office expired at the Annual Meeting.

Item 7.01. Regulation FD

On June 27, 2019, the Company issued a press release announcing Mr. Root’s election as a Class I director. The press release is furnished herewith as Exhibit 99.1.

The information set forth in this Item 7.01, including the information set forth in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press release, dated June 27, 2019

1

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.

	HYRECAR INC.
Date: June 28, 2019	By:	/s/ Joseph Furnari
		Joseph Furnari
		Chief Executive Officer

2

EX-99.1

Exhibit 99.1

Former Riot Games Technology Executive Michael Root Elected to HyreCar Board of Directors

LOS ANGELES – June 27, 2019 – The stockholders of HyreCar Inc. (NASDAQ: HYRE), the carsharing marketplace for ridesharing, have elected Michael Root to the board of directors, effective June 25, 2019. 

Michael Root, a seasoned technology executive and software thought leader, who brings three decades of technology experience, having built massively scalable cloud based solutions for companies like Riot Games (League of Legends), will replace HyreCar’s co-founder Abhishek Arora on the board of directors.

Mr. Root served as Technical Director for Riot Games, an industry-leading developer and publisher of video games globally, where he spearheaded several development teams in firm-critical software projects. Mr. Root currently serves as Partner and CTO of EB-5 Equity Development Partners, a commercial real estate and asset management firm that specializes in equity investments for EB-5 investors and was previously CTO of DogVacay, where he expanded the technical team prior to its acquisition by Rover.    Over the course of his career, Mr. Root has applied his technical expertise across a variety of sectors for leading companies such as Xerox Corporation, Coldwell Banker, Aramark and Fox Interactive Media.

Mr. Arora will also be stepping down from his role as Chief Technology Officer to pursue new ventures. Ken Grimes, VP of Engineering, will be responsible for all technology initiatives for Hyrecar reporting directly to COO, Henry Park.

“HyreCar delivers a clear, highly scalable software-enabled solution to the capacity problems facing the ridesharing market today and continues to see significant adoption by both individuals and automotive dealerships,” said Michael Root. “I look forward to working closely with the entire board of directors to guide the company through these critical stages of growth.”

“Michael’s broad spectrum technology leadership and passion makes him an ideal addition to our board of directors,” said Joe Furnari, Chief Executive Officer of HyreCar. “We will look to him for input and guidance as we scale our proprietary ridesharing solution and rapid path towards profitability. His abilities  for executing technology-driven business goals at a massive scale, combined with the experience of our tenured executive team and board of directors, positions us to realize our mission to become the leader in automotive asset sharing.”

About HyreCar

HyreCar Inc. (NASDAQ: HYRE) is a nationwide leader operating a carsharing marketplace for ridesharing in all 50 states and Washington D.C. via its proprietary technology platform. The Company has established a leading presence in Mobility as a Service (MaaS) through individual vehicle owners, dealers and OEM’s, who have been disrupted by automotive asset sharing. By providing a unique opportunity through its safe, secure, and reliable marketplace, HyreCar is transforming the industry by empowering all to profit from Mobility as a Service. For more information please visit www.hyrecar.com.

Forward-Looking Statements

Statements in this release concerning HyreCar Inc.’s (“HyreCar” or the “Company”) future expectations and plans, including, without limitation, HyreCar’s future earnings, partnerships and technology solutions, its ability to add and maintain additional car listings on its platform from car dealers, and consumer demand for cars to be used for ridesharing, may constitute forward-looking statements for the purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995 and other federal securities laws and are subject to substantial risks, uncertainties and assumptions. You should not place reliance on these forward-looking statements, which include words such as “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “may,” “continue,” “predict,” “potential,” “project” or similar terms, variations of such terms or the negative of those terms. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee such outcomes. HyreCar may not realize its expectations, and its beliefs may not prove correct. Actual results may differ materially from those indicated by these forward-looking statements as a result of various important factors, including, without limitation, market conditions and the factors described in the section entitled “Risk Factors” in HyreCar’s most recent Annual Report on Form 10-K and HyreCar’s other filings made with the U. S. Securities and Exchange Commission. All such statements speak only as of the date made. Consequently, forward-looking statements should be regarded solely as HyreCar’s current plans, estimates, and beliefs. Investors should not place undue reliance on forward-looking statements. HyreCar cannot guarantee future results, events, levels of activity, performance or achievements. HyreCar does not undertake, and specifically declines, any obligation to update, republish, or revise any forward-looking statements to reflect new information, future events or circumstances or to reflect the occurrences of unanticipated events, except as may be required by applicable law.

Investor Relations:

Ted Haberfield

President, MZ Group – MZ North America

HYRE@mzgroup.us