AND EXCHANGE COMMISSION
TO SECTION 13 OR 15(d)
THE SECURITIES EXCHANGE ACT OF 1934
of Report (Date of earliest event reported): January 22, 2020
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the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
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communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
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registered pursuant to Section 12(b) of the Act:
of each class
of each exchange on which registered|
Stock, par value $0.000001 per share
Nasdaq Stock Market LLC|
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).
growth company [X]
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. [ ]
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
the written consent of the holders of more than a majority of the shares of YayYo, Inc. (the “Company”) then entitled
to vote at an election of directors, Messrs. Jeffrey J. Guzy, Christopher Miglino and Paul Richter were removed as directors of
the Company, effective January 22, 2020. On January 24, 2020, the remaining directors of the Company elected Douglas M. Mox, John
P. O’Neill and Stephen M. Sanchez as directors to fill such vacancies, each to hold office until the earlier of the expiration
of the term of office of the director whom he has replaced, a successor is duly elected and qualified or the earlier of such director’s
death, resignation, disqualification or removal. Stephen M. Sanchez was elected as the Chairman of the Board of Directors (the
Sanchez, 54, has over 30 years of experience in the logistics industry, particularly in the design, implementation and operation
of last-mile delivery services. Since January 2018, Mr. Sanchez has served as Senior Vice President of Operations and Business
Development for Boxbot, Inc., a robotics company focusing on the development and sale of autonomous last-mile delivery vehicles.
From November 2015 until January 2018, Mr. Sanchez was Senior Manager of Final Mile Process Engineering for Amazon, Inc. From
September 2014 until November 2015, Mr. Sanchez served as Vice President/Director of Supply Chain – Hub and Network Planning,
for LaserShip Inc., a regional provider of same-day and next-day delivery services. Mr. Sanchez, who is a Veteran of the U.S.
Navy, also has held positions of increasing responsibility with affiliates of DHL International GmbH, as well as with National
Express Corporation and United Parcel Service. The Company believes that Mr. Sanchez is qualified to serve as a director of the
Company as a result of his extensive leadership experience in logistics and business development.
Mox, 53, has extensive experience in financial management and strategic planning, as well as logistics, engineering and operations.
Since January 2013, Mr. Mox has been the Chief Operating Officer of Grace Thomas Investment, a private equity firm. Prior thereto,
Mr. Mox, who has a B.S. degree in aviation management/logistics, worked as a senior manager at DHL Worldwide Express, an affiliate
of DHL International GmbH, and as an industrial engineering manager for United Parcel Service. The Company believes that Mr. Mox
is is qualified to serve as a director of the Company as a result of his financial expertise and his extensive experience in the
private equity and logistics industries.
O’Neill, 62, is a 45-year veteran of the logistics industry and has worked both in the U.S. and internationally over the
course of his career. Since 1990, Mr. O’Neill has been employed by affiliates of DHL International GmbH in positions of
increasing responsibility in the U.S. and throughout Asia. Since March 2013, Mr. O’Neill has been the Deputy Managing Director
of DHL-Sinotrans International Air Courier, in Beijing. The Company believes that Mr. O’Neill is qualified to serve as a
director of the Company as a result of his extensive leadership experience in the logistics industry.
arrangement or understanding exists between any of Messrs. Sanchez, Mox or O’Neill and any other persons pursuant to which
any of them was elected as a director of the Company. Neither Mr. Sanchez, Mr. Mox nor Mr. O’Neill has engaged in any transaction,
since January 1, 2019, or any currently proposed transaction, in which the Company was or is to be a participant and the amount
involved exceeds $120,000, and in which any related person had or will have a direct or indirect material interest.
Board has determined that each of the directors of the Company, other than Mr. Pickard, who remains the Company’s Chief
Financial Officer, are “independent directors” within the meaning of Rule 5605(a)(2) of the Nasdaq Stock Market’s
Marketplace Rules (including the additional criteria for membership on the Audit Committee) and are “independent”
directors within the definition set forth in Rule 10A-3(b) under the Securities Exchange Act of 1934, as amended. The Board also
has determined that each of Messrs. Mox and O’Neill met the criteria for membership on the Audit Committee set forth in
Rule 5605(c)(2)(A) of the Nasdaq Stock Market’s Marketplace Rules as being “financially literate” in that they
possessed the requisite knowledge and experience to be able to read and understand fundamental financial statements, including
the Company’s balance sheet, income statement, and cash flow statement. In addition, the Board has determined that Mr. Mox
possesses the requisite “financial sophistication” required by Nasdaq Marketplace Rule 5605(c)(2)(A)(iv) and qualifies
as an “audit committee financial expert” as defined in Item 407(d)(5)(ii) and (iii) of Regulation S-K adopted pursuant
to the Securities Act of 1933, as amended.
Board has appointed the following directors to serve on the Audit Committee and the Compensation Committee of the Board:
addition to the above, on January 26, 2020, Jonathan Rosen resigned from his position as the Company’s Chief Executive Officer.
Mr. Rosen informed the Board that his resignation was for “Good Reason,” as that term is defined in Mr. Rosen’s
employment agreement with the Company dated January 10, 2020. The Company disagrees with Mr. Rosen’s characterization of
the circumstances surrounding his resignation and does not believe that “Good Reason” exists for Mr. Rosen’s
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.
January 27, 2020
Kevin F. Pickard|