Sec Form 13G Filing - Brio Capital Master Fund Ltd. filing for AYRO Inc. (AYRO) - 2019-02-04

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13G

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 2)

 

DROPCAR, INC.
(Name of Issuer)
 
COMMON STOCK, PAR VALUE $0.0001
(Title of Class of Securities)
 
92931L401
(CUSIP Number)
 
December 31, 2018
(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

   Rule 13d-1(b)

   Rule 13d-1(c)

   Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

  

 

  

 

 

 

CUSIP No.   92931L401

 

1.  

Names of Reporting Persons

 

Brio Capital Master Fund Ltd.

 

2.  

Check the Appropriate Box if a Member of a Group  (See Instructions)

(a)  

(b)  

 

3.  

SEC Use Only 

 

 

4.  

Citizenship or Place of Organization

 

Cayman Islands

 

Number of
Shares

Beneficially
Owned

By Each
Reporting

Person With:

5.

Sole Voting Power

 

971,214 shares of common stock(1) (2)

 

6.

Shared Voting Power

 

0

 

7.

Sole Dispositive Power

 

971,214 shares of common stock(1) (2)

 

8.

Shared Dispositive Power

 

0

 

9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

971,214 shares of common stock(1) (2)

 

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares 

(See Instructions)

 

11.  

Percent of Class Represented by Amount in Row (9)

 

9.9%(3)

 

12.  

Type of Reporting Person (See Instructions)

 

CO

 

 

(1) Brio Capital Management LLC, is the investment manager of Brio Capital Master Fund Ltd. and has the voting and investment discretion over securities held by Brio Capital Master Fund Ltd. Shaye Hirsch, in his capacity as Managing Member of Brio Capital Management LLC, makes voting and investment decisions on behalf of Brio Capital Management LLC in its capacity as the investment manager of Brio Capital Master Fund Ltd.

 

(2) Consists of (i) 40,077 shares of common stock, (ii) 23,875 shares of common stock underlying 955 shares of Series H-3 Convertible Preferred Stock of the Issuer, (iii) 833,278 shares of common stock underlying 2,123 shares of Series H-4 Convertible Preferred Stock, and (iv) 277,802 shares of common stock underlying warrants (the “Warrants”) to purchase common stock of the Issuer on a 1:1 basis. This amount excludes 203,818 shares issuable upon conversion the of the Preferred Stock and exercise of the Warrants since the Preferred Stock and Warrants are not convertible or exercisable when holder beneficially owns in excess of 9.99% of the outstanding shares.

 

(3) Percentage calculation is based on 9,712,444 shares of common stock outstanding as of November 14, 2018, as reported in the quarterly report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission.

 

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CUSIP No.   92931L401

 

1.  

Names of Reporting Persons

 

Brio Capital Management LLC

 

2.  

Check the Appropriate Box if a Member of a Group  (See Instructions)

(a)  

(b)  

 

3.  

SEC Use Only

  

 

4.  

Citizenship or Place of Organization

 

Delaware, United States 

 

Number of
Shares

Beneficially Owned

By Each Reporting

Person With:

5.

Sole Voting Power

 

971,214 shares of common stock(4)(5)

 

6.

Shared Voting Power

 

0

 

7.

Sole Dispositive Power

 

971,214 shares of common stock(4)(5)

 

8.

Shared Dispositive Power

 

0

 

9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

971,214 shares of common stock(4)(5)

 

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

(See Instructions)

 

11.  

Percent of Class Represented by Amount in Row (9)

 

9.9%(6)

 

12.  

Type of Reporting Person (See Instructions)

 

CO

 

 

(4) The shares reported above are held by Brio Capital Master Fund Ltd. Brio Capital Management LLC, is the investment manager of Brio Capital Master Fund Ltd. and has the voting and investment discretion over securities held by Brio Capital Master Fund Ltd. Shaye Hirsch, in his capacity as Managing Member of Brio Capital Management LLC, makes voting and investment decisions on behalf of Brio Capital Management LLC in its capacity as the investment manager of Brio Capital Master Fund Ltd. Brio Capital Management LLC and Shaye Hirsch disclaim beneficial ownership over the shares held by Brio Capital Master Fund Ltd., except to the extent of any pecuniary interest therein.

 

(5) Consists of (i) 40,077 shares of common stock, (ii) 23,875 shares of common stock underlying 955 shares of Series H-3 Convertible Preferred Stock of the Issuer, (iii) 833,278 shares of common stock underlying 2,123 shares of Series H-4 Convertible Preferred Stock, and (iv) 277,802 shares of common stock underlying warrants (the “Warrants”) to purchase common stock of the Issuer on a 1:1 basis. This amount excludes 203,818 shares issuable upon conversion the of the Preferred Stock and exercise of the Warrants since the Preferred Stock and Warrants are not convertible or exercisable when holder beneficially owns in excess of 9.99% of the outstanding shares.

 

(6) Percentage calculation is based on 9,712,444 shares of common stock outstanding as of November 14, 2018, as reported in the quarterly report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission.

 

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Item 1(a). Name of Issuer
   
  DropCar, Inc. (the “Issuer”)
   
Item 1(b). Addres s of the Issuer’s Principal Executive Offices
   
 

1412 Broadway, Suite 2105

New York, NY 10018

   
Item 2(a). Names of Persons Filing
   

This Schedule 13G is filed jointly by:

 

Brio Capital Master Fund Ltd.

Brio Capital Management LLC

 

The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.” Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information furnished by another Reporting Person.

 

Each Reporting Person expressly declares that neither the filing of this statement nor anything herein shall be construed as an admission that such Reporting Person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.

  

Item 2(b). Address of the Principal Business Office, or if none, Residence:
   
  c/o Brio Capital Management LLC, 100 Merrick Road, Suite 401 W. Rockville Center, NY 11570.
   
Item 2(c). Citizenship

 

Brio Capital Master Fund Ltd. – Cayman Islands

Brio Capital Management LLC – United States

 

Item 2(d). Title of Class of Securities
   
  Common Stock, $0.0001 par value per share.
   
Item 2(e). CUSIP Number
   
  92931L401
   
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

  

  (a)  Broker or Dealer registered under Section 15 of the Exchange Act.
     
  (b) Bank as defined in Section 3(a)(b) or the Exchange Act.
     
  (c) Insurance company as defined in Section 3(a)(19) of the Exchange Act.
     
  (d) Investment company registered under Section 8 of the Investment Company Act.

 

  (e) An Investment adviser in accordance with Rule 13d-1 (b)(1)(ii)(e).
     
  (f)  An employee benefit plan or endowment fund in accordance with Rule 13d 1(b)(1)(ii)(f).
     
  (g) A Parent Holding Company or control person in accordance with Rule 13d 1(b)(1)(ii)(g).
     
  (h) A Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act.
     
 

(i) A Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.

     
  (j) Group, in accordance with Rule 13d-1 (b)(1)(ii)(j).
     
    Not applicable

 

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Item 4.

Ownership

 

The information required by Items 4(a)-(c) is set forth in Rows 5-11 of each Cover Page and is incorporated herein by reference.

 

Each Reporting Person expressly declares that neither the filing of this statement nor anything herein shall be construed as an admission that such Reporting Person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.

   
Item 5. Ownership of Five Percent or Less of a Class
   
  Not Applicable
   
Item 6. Ownership of More than Five Percent on Behalf of Another Person
   
  Not Applicable 
   
Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

   
  Not Applicable
   
Item 8. Identification and Classification of Members of the Group
   
  Not Applicable
   
Item 9. Notice of Dissolution of Group
   
  Not Applicable
   
Item 10. Certification
   
  By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in co nnection with a nomination under § 240.14a-11.

 

5

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

DATE:   February 4, 2019

   

 

Brio Capital Master Fund Ltd.,

a Cayman Islands Exempted Company

   
  By: Brio Capital Management LLC, its Investment Manager
   
  By: /s/ Shaye Hirsch
          Name: Shaye Hirsch
         Title: Managing Member
   
 

Brio Capital Management LLC,

a Delaware limited liability company

   
  By: /s/ Shaye Hirsch
         Name: Shaye Hirsch
        Title: Managing Member

     

Attention:  Intentional misstatements or omissions of fact constitute Federal criminal violations

(See 18 U.S.C. 1001) 

 

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