AYRO, Inc. appointed new CEO

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


Resignation of Thomas M. Wittenschlaeger


On December 11, 2023, Thomas M. Wittenschlaeger, who served as Chief Executive Officer of AYRO, Inc. (the "Company") and as a member of the Company's board of directors (the "Board"), tendered his resignation from his roles as an officer, employee and director of the Company, effective as of December 13, 2023 (the "Effective Date"). Mr. Wittenschlaeger's resignation from the Board was not in connection with any disagreement between Mr. Wittenschlaeger and the Company, its management, the Board or any committee of the Board on any matter relating to the Company's operations, policies or practices, or any other matter.


General Release and Severance Agreement


In connection with Mr. Wittenschlaeger's resignation, the Company and Mr. Wittenschlaeger entered into a General Release and Severance Agreement, dated December 13, 2023 (the "Separation Agreement"). Pursuant to the Separation Agreement, Mr. Wittenschlaeger will be entitled to (1) severance pay in the amount of 12 months of his base salary of $280,000, less all lawful and authorized withholdings and deductions, to be paid in 12 equal monthly installments, (2) a bonus payment in the amount of $114,800, less all lawful and authorized withholdings and deductions, and (3) reimbursement for continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA") for a period of up to 12 months following the Effective Date, provided that Mr. Wittenschlaeger has not obtained subsequent employment with comparable or better medical, vision and dental coverage. The Separation Agreement provides Mr. Wittenschlaeger the opportunity to revoke his acceptance of the Separation Agreement at any time for seven days following the date of the Separation Agreement, in which case the Separation Agreement shall not be effective and shall be deemed void.


In exchange for the consideration provided to Mr. Wittenschlaeger in the Separation Agreement, Mr. Wittenschlaeger and the Company have agreed to mutually waive and release any claims in connection with Mr. Wittenschlaeger's employment, separation and resignation from the Company.


In connection with the execution of the Separation Agreement, Mr. Wittenschlaeger's existing executive employment agreement was terminated; provided, however, that certain surviving customary confidentiality provisions and restrictive covenants remain in full force and effect. The Separation Agreement also provides for certain customary covenants regarding confidentiality and non-disparagement.


The description of the Separation Agreement contained in this Item 5.02 is qualified in its entirety by reference to the full text of the Separation Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.


Appointment of Principal Executive Officer and Executive Chairman


On December 14, 2023, the Board appointed Joshua Silverman, the Company's current Chairman of the Board, to the position of Principal Executive Officer and Executive Chairman, effective as of the Effective Date.


Mr. Silverman (53) has been a director of the Company and Chairman of the Board since May 28, 2020. Previously, Mr. Silverman has served as a member of the Board since January 30, 2018. Mr. Silverman currently serves as the managing member of Parkfield Funding LLC. Mr. Silverman was the co-founder of, and was previously a principal and managing partner of, Iroquois Capital Management, LLC ("Iroquois"), an investment advisory firm. From its inception in 2003 until July 2016, Mr. Silverman served as co-chief investment officer of Iroquois. While at Iroquois, he designed and executed complex transactions, structuring and negotiating investments in both public and private companies, and was often called upon by such companies to solve inefficiencies relating to corporate structure, cash flow, and management. From 2000 to 2003, Mr. Silverman served as co-chief investment officer of Vertical Ventures, LLC, a merchant bank. Prior to forming Iroquois, Mr. Silverman was a director of Joele Frank, a boutique consulting firm specializing in mergers and acquisitions. Previously, Mr. Silverman served as assistant press secretary to the President of the United States. Mr. Silverman currently serves as a director of MyMD Pharmaceuticals, Inc. (NASDAQ: MYMD), Pharmacyte, Inc. (NASDAQ: PMCB), Synaptogenix, Inc. (NASDAQ: SNPX) and Petros Pharmaceutical, Inc. (NASDAQ: PTPI), all of which are public companies. He previously served as a director of National Holdings Corporation from July 2014 through August 2016 and as a director of Marker Therapeutics, Inc. from August 2016 until October 2018. Mr. Silverman received his B.A. from Lehigh University in 1992.


Mr. Silverman will not be provided any additional compensation for his service as Principal Executive Officer or Executive Chairman. There is no arrangement or understanding between Mr. Silverman and any other person pursuant to which he was appointed as Principal Executive Officer and Executive Chairman. There are no family relationships between Mr. Silverman and any of the Company's directors, executive officers or persons nominated or chosen by the Company to become a director or executive officer of the Company.


Appointment of David E. Hollingsworth


On December 14, 2023, the Board of appointed David E. Hollingsworth as Interim President of AYRO Operating Company, Inc., a subsidiary of the Company (the "AYRO Operating"), effective as the Effective Date.


Mr. Hollingsworth (43) is a senior level accounting professional with extensive experience in financial reporting, analysis, regulation and supervision. Mr. Hollingsworth has served as the Company's Chief Financial Officer since August 2022 and as its Interim Chief Financial Officer from January 2022 to August 2022. From March 2021 until January 2022, Mr. Hollingsworth served as a consultant with Bridgepoint Consulting, a provider of financial, technology, and management consulting services, and served as the Company's Controller under a consulting agreement between the Company and Bridgepoint Consulting. From January 2020 until March 2021, he served as Controller at Wondercide LLC, a pest control manufacturer. Before that, he worked as a Controller Consultant at Bridgepoint Consulting from October to December 2019. From September 2018 to September 2019, Mr. Hollingsworth served as Financial Controller of CPI Products, a manufacturer of plastic products, where he oversaw accounting and financial functions, directed human resources for corporate staff at three manufacturing locations, and designed and implemented department performance criteria and tracking. From May 2015 until August 2018, Mr. Hollingsworth served as Corporate Controller of Sunworks Inc, a provider of solar power systems. Mr. Hollingsworth holds a Master of Business Administration from Weber State University and a Bachelor of Science degree in Accounting from Brigham Young University - Idaho.


In connection with Mr. Hollingsworth's appointment, his base salary was increased to $270,000 per annum, and Mr. Hollingsworth will be paid a one-time cash bonus of $25,000. There is no arrangement or understanding between Mr. Hollingsworth and any other person pursuant to which he was appointed as Interim President of AYRO Operating. There are no family relationships between Mr. Hollingsworth and any of the Company's directors, executive officers or persons nominated or chosen by the Company to become a director or executive officer of the Company.