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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): December 23,
2018
DROPCAR, INC.
(Exact name of Registrant as specified in its charter)
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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 ☐
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 2.01
Completion of Acquisition or Disposition of Assets.
On
December 24, 2018, DropCar, Inc. (the “Company”)
completed the previously announced sale of WPCS International
– Suisun City, Inc., a California corporation
(“WPCS”), the Company’s wholly-owned subsidiary,
pursuant to the terms of a stock purchase agreement, dated December
10, 2018 (the “Purchase Agreement”) by and between the
Company and World Professional Cabling Systems, LLC, a California
limited liability company (the “Purchaser”). Upon the
closing of the sale, the Purchaser acquired all of the issued and
outstanding shares of common stock, no par value per share, of
WPCS, for an aggregate purchase price of $3,500,000.
The
foregoing description of the Purchase Agreement is incomplete, and
is subject to, and qualified in its entirety by, the full text of
the Purchase Agreement, which is filed as Exhibit 10.1 to this
Current Report on Form 8-K and incorporated by reference
herein.
In
connection with the sale of WPCS, on December 27, 2018, the Company
issued a press release, a copy of which is attached hereto as
Exhibit 99.1 and incorporated by reference herein.
Item 5.02
Departure
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
(e)
On
December 23, 2018, the Company issued to each of Spencer
Richardson, the Company’s Chief Executive Officer, and David
Newman, the Company’s Chief Business Development Officer,
options to purchase 398,049 shares of the Company’s common
stock, par value $0.0001 per share. The options have an exercise
price equal to $0.27 per share and vested in full upon the date of
grant. The option grants were issued as compensation in lieu of a
cash milestone payment to each of Mr. Richardson and Mr. Newman
pursuant to the terms of each of their respective employment
agreements.
(d) Exhibits.
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Stock
Purchase Agreement, dated as of December 10, 2018, by and among
DropCar, Inc. and World Professional Cabling Systems, LLC
(incorporated by reference to Exhibit 10.1 of the Company’s
Current Report on Form 8-K, filed with the Securities and Exchange
Commission on December 14, 2018).
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Press
Release, dated December 27, 2018.
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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: December 27,
2018
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By:
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/s/ Spencer
Richardson
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Name:
Spencer
Richardson
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Title:
Chief
Executive Officer
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