SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 10, 2020
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
|(Commission File Number)|
355 South Grand Avenue, Suite 1650
Los Angeles, California
|(Address of principal executive offices)||(Zip Code)|
Registrant’s telephone number, including area code: (888) 688-6769
(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 5.07||Submission of Matters to a Vote of Security Holders|
On June 10, 2020, HyreCar Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). A total of 10,895,210 shares of common stock were present or represented by proxy at the Annual Meeting, representing approximately 66.16% of the Company’s issued and outstanding common stock as of the April 20, 2020 record date. The following are the voting results for the proposals considered and voted upon at the Annual Meeting, each of which were described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 29, 2020.
Item 1 – Election of two Class II members to the board of directors for a term of office expiring at the annual meeting of stockholders in 2023 and until his successor has been duly elected and qualified.
|NOMINEE||Votes FOR||Votes WITHHELD||Broker Non-Votes|
Item 2 – Ratification of the appointment of dbbmckennon as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020.
|Votes FOR||Votes AGAINST||Votes ABSTAINED||Broker Non-Votes|
Based on the foregoing votes, the director nominees were elected and Item 2 was approved.
|Item 8.01.||Other Items.|
The Company is filing herewith the following exhibit to its Registration Statement on Form S-3 (Registration No. 333-234525):
1. Opinion of Sheppard, Mullin, Richter & Hampton LLP
|Item 9.01||Financial Statements and Exhibits|
|5.1||Legal Opinion of Sheppard, Mullin, Richter & Hampton LLP|
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.
|Date: June 12, 2020||By:||/s/ Joseph Furnari|
|Chief Executive Officer|
Sheppard, Mullin, Richter & Hampton LLP
30 Rockefeller Plaza
New York, New York 10112-0015
June 12, 2020
355 South Grand Avenue, Suite 1650
Los Angeles, CA 90071
|Re:||HyreCar Inc. - Registration Statement on Form S-3 (Registration File No. 333-234525)|
Ladies and Gentlemen:
We have acted as counsel for HyreCar Inc. (the “Company”) in connection with a Registration Statement on Form S-3 (Registration No. 333-234525, the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) on November 6, 2019, as amended on April 29, 2020, and declared effective by the Commission on May 7, 2020, and the prospectus included therein and the related prospectus supplement (such prospectus, as supplemented by such prospectus supplement, the “Prospectus Supplement”), dated June 10, 2020 and filed with the Commission on June 12, 2020.
In connection with that certain Settlement Agreement, dated June 10, 2020 (the “Settlement Agreement”), by and among the Company and Nathanial Farber (“Farber”), the Company has agreed to issue an aggregate of 78,431 shares of the Company’s common stock, par value $0.00001 per share (the “Shares”).
This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”), and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the Prospectus Supplement, other than as expressly stated herein with respect to the issuance of the Shares.
We have examined and relied upon such records, documents, certificates and other instruments as in our judgment are necessary or appropriate to enable us to render the opinions expressed below.
The opinion expressed herein is limited to the applicable provisions of the General Corporation Law of the State of Delaware and the federal securities laws of the United States as currently in effect, and no opinion is expressed with respect to any other laws or any effect that such other laws may have on the opinion expressed herein. This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. This opinion speaks only as of the date hereof and we assume no obligation to revise or supplement this opinion.
We assume the legal capacity of all natural persons, the genuineness of all signatures appearing on the documents examined by us, the authenticity and completeness of all documents submitted to us as originals, and the conformity to the originals of all documents submitted to us as certified, notarized, conformed or photostatic copies, or facsimiles. With respect to all matters of fact we have relied entirely upon the representations of the parties set forth in the documents we reviewed, and representations and certifications of officers of the Company we may obtain from the Company, and have assumed, with your permission and without independent inquiry or investigation, the accuracy of those representations and certificates.
When an opinion or other statement set forth herein is given to our knowledge, with reference to matters of which we are aware or that are known to us, or with a similar qualification, the relevant knowledge or awareness is limited to the actual knowledge or awareness of the individual lawyers in this firm who have participated directly in the specific transactions to which this opinion letter relates.
Subject to the limitations set forth herein, we have made such examination of law as we have deemed necessary for the purposes of this opinion letter. We express no opinion as to the “blue sky” laws and regulations of any jurisdiction.
Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that the Shares have been duly authorized for issuance, and when issued in accordance with the Settlement Agreement, will be validly issued, fully paid, and non-assessable.
Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is based upon currently existing statutes, rules, regulations and judicial decisions, as further limited above, and we disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein.
We hereby consent to the filing of this opinion with the Commission as an exhibit to the Current Report on Form 8-K of the Company being filed on the date hereof and to the reference to our firm in the Prospectus Supplement and the Registration Statement. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.
Very truly yours,
/s/ Sheppard, Mullin, Richter & Hampton LLP
Sheppard, Mullin, Richter & Hampton LLP