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As filed with the Securities and Exchange Commission on July 16, 2019

September 20, 2022

Registration No. 333-

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

Form S-1

REGISTRATION STATEMENT


UNDER

THE SECURITIES ACT OF 1933

HyreCar Inc.

(Exact name of Registrantregistrant as specified in its charter)

Delaware
7514
7510
47-2480487
(State or other jurisdiction of
incorporation or organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer
Identification Number)No.)

355 South Grand Avenue,

915 Wilshire Blvd, Suite 1650

1950

Los Angeles CA 90071

(888) , California90017

(888) 688-6769
(Address, including zip code, and telephone number, including area code,
of Registrant’s principal executive offices)

Joseph Furnari

Chief Executive Officer

355 South Grand Avenue,

915 Wilshire Blvd, Suite 1650

1950

Los Angeles, CA 90071

California 90017

(888) 688-6769

(Name, address,Address, including zip code, and telephone number, including area code, of agent for service)

CopiesCopy to:

Richard A. Friedman

Alexander T. Yarbrough

Sheppard, Mullin, Richter & Hampton LLP
30 Rockefeller Plaza
New York, NY 10112
Telephone: (212) 653-8700

Jonathan R. Zimmerman

Ben A. Stacke

Faegre Baker Daniels LLP

90 S. Seventh Street, Suite 2200

Minneapolis, MN 55402

Telephone: (612) 766-7000

Bryan N. Wasser
Shashi N. Khiani
Polsinelli PC
2049 Century Park East, Suite 2900
Los Angeles, California 90067
Telephone: (310) 556-1801
Approximate date of commencement of proposed sale to the public:

As soon as practicable From time to time after the effective date of this registration statement.

statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☐

box. ☒

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If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☐ Accelerated filer☐
Non-accelerated filer☒ Smaller reporting company☒
  Emerging growth companyGrowth 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 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE

Title of Each Class of
Securities to be Registered		 

Proposed Maximum
Aggregate Offering
Price(1)

  Amount of
Registration Fee(2)		 
Common stock, par value $0.00001 per share $13,363,000  $1,619.60 

(1)Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended. Includes shares of common stock that the underwriter has the option to purchase to cover over-allotments, if any.

(2)Calculated pursuant to Rule 457(o) under the under the Securities Act of 1933, as amended, based on an estimate of the proposed maximum aggregate offering price of the securities registered hereunder to be sold by the registrant.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

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The information in this prospectus is not complete and may be changed. These securitiesThe selling stockholder may not be soldsell these securities until the registration statement filed with the Securities and Exchange Commission is declareddeclares this registration statement effective. This prospectus is not an offer to sell nor does it seekthese securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted

PRELIMINARY PROSPECTUS

permitted.

SUBJECT TO COMPLETION, DATED JULY 16, 2019

3,500,000 Shares

SEPTEMBER 20, 2022

PRELIMINARY PROSPECTUS
hc01.jpg
HyreCar Inc.

10,539,633 Shares of Common Stock

This prospectus relates to the resale or other disposition from time to time of up to 10,539,633 shares of common stock, par value $0.00001, of HyreCar Inc. (“Common Stock”) by Lincoln Park Capital Fund, LLC (“Lincoln Park” or the “selling stockholder”).
The shares of Common Stock being offered by the selling stockholder have been or may be issued pursuant to that certain Purchase Agreement, dated August 15, 2022 that we entered into with Lincoln Park (the “Purchase Agreement”). See “The Lincoln Park Transaction” for a description of that agreement and “Selling Stockholder” for additional information regarding Lincoln Park. The prices at which Lincoln Park may sell the shares will be determined by the prevailing market price for the shares or in negotiated transactions.
We are offering 3,500,000not selling any securities under this prospectus and will not receive any of the proceeds from the sale of shares by the selling stockholder.
The selling stockholder may sell or otherwise dispose of the shares of our common stock, assumingCommon Stock described in this prospectus in a public offering pricenumber of $3.35 per share,different ways and at varying prices. See “Plan of Distribution” for more information about how the last reported sale priceselling stockholder may sell or otherwise dispose of our common stockthe shares of Common Stock being registered pursuant to this prospectus. The selling stockholder is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as reported onamended (the “Securities Act”).
The selling stockholder will pay all brokerage fees and commissions and similar expenses. We will pay the Nasdaq Capital Market on July 12, 2019. expenses (except brokerage fees and commissions and similar expenses) incurred in registering the shares, including legal and accounting fees. See “Plan of Distribution”.
Our common stockCommon Stock is listedquoted on the Nasdaq Capital Market under the symbol “HYRE.”

We are an “emerging growth company” as that term is used in“HYRE”. On September 16, 2022, the Jumpstart Our Business Startups Actlast reported sale of 2012, orour Common Stock on the JOBS Act, and, as such, elect to comply with certain reduced public company reporting requirements for future filings. See “Prospectus Summary—Implications of Being an Emerging Growth Company.”

Nasdaq Capital Market was $1.27 per share.

Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors”See “Risk Factors” beginning on page 5 of this prospectus and under similar headings in any amendments or supplementsbefore making a decision to this prospectus.

purchase our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Per ShareTotal
Public offering price$$
Underwriting discount(1)$$
Proceeds, before expenses, to us(2)$$

(1)We refer you to “Underwriting” for additional information regarding underwriting compensation.

(2)We estimate that total expenses payable by us, excluding the underwriting discount, will be approximately $350,000.

We have granted the underwriter a 30-day option to purchase up to 525,000 additional shares of common stock from us at the public offering price, less the underwriting discount, to cover over-allotments, if any, assuming a public offering price of $3.35 per share, the last reported sale price of our common stock as reported on the Nasdaq Capital Market on July 12, 2019.

The underwriter expects to deliver the shares to investors on or about             , 2019, subject to customary closing conditions.

Sole Book-Running Manager

Northland Capital Markets

The date of this prospectus is, 2019

2022.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The

Table of Contents
Table of Contents
Page
Prospectus Summary
2
Risk Factors
5
Cautionary Note Regarding Forward Looking Statements
6
Use of Proceeds
7
Lincoln Park Transaction
8
Dilution
12
Market Price of Common Equity and Related Stockholder Matters
13
Management
14
Security Ownership of Certain Beneficial Owners and Management
20
Certain Relationships and Related Transactions
21
Description of Securities
22
Selling Stockholder
25
Plan of Distribution
26
Legal Matters
27
Experts
27
Where You Can Find More Information
27
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ABOUT THIS PROSPECTUS
This prospectus forms a part of a registration statement on Form S-1 that we filed with the Securities and Exchange Commission (the “SEC”) allows us. Under this process, the selling stockholder may from time to “incorporate by reference” information that we file with them. Incorporation by reference allows us to disclose important information to you by referring you to those other documents. The information incorporated by reference is an important part of this prospectus, and information that we file later withtime, in one or more offerings, sell the SEC will automatically update and supersede this information. We filed a registration statement on Form S-1, of which this prospectus forms a part, under the Securities Act of 1933, as amended (the “Securities Act”), with the SEC with respect to the securities being offered pursuant to this prospectus. This prospectus omits certain information contained in the registration statement, as permitted by the SEC. You should refer to the registration statement, including the exhibits, for further information about us and the securities being offered pursuant to this prospectus. StatementsCommon Stock described in this prospectus regarding the provisions of certain documents filed with, or incorporated by reference in, the registration statement are not necessarily complete and each statement is qualified in all respects by that reference. Copies of all or any part of the registration statement, including the documents incorporated by reference or the exhibits, may be obtained upon payment of the prescribed rates at the offices of the SEC listed above in “Where You Can Find More Information.” We are incorporating by reference the documents listed below, which we have already filed with the SEC, and all documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except as to any portion of any future report or document that is not deemed filed under such provisions:

1.The Company’s Annual Report onForm 10-K and10-K/A for the year ended December 31, 2018, filed with the SEC on March 28, 2019 and April 30, 2019, respectively;

2.The Company’s Quarterly Report onForm 10-Q for the fiscal quarter ended March 31, 2018 filed with the SEC on May 10, 2019;

3.The Company’s Current Reports on Form 8-K (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are related to such items) filed with the SEC onJanuary 15, 2019,March 18, 2019,May 1, 2019, andJune 28, 2019;

4.The Company’s definitive Proxy Statement onSchedule 14A, filed with the SEC on May 23, 2019; and

5.The description of the Company’s common stock contained in the registration statement onForm 8-A filed with the SEC on June 26, 2018, including any amendment or report filed for the purpose of updating that description.

Any statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded to the extent that a statement contained in this prospectus or any subsequently filed document that is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement.

You may request, and we will provide you with, a copy of these filings, at no cost, by calling us at (888) 688-6769 or by writing to us at the following address:

HyreCar Inc.

355 South Grand Avenue, Suite 1650

Los Angeles, CA 90071

Attn.: Secretary

prospectus.

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Page
Prospectus Summary1
Risk Factors5
Special Note Regarding Forward-Looking Statements17
Use of Proceeds18
Dividend Policy18
Capitalization19
Dilution20
Description of Capital Stock21
Underwriting24
Legal Matters28
Experts28
Where You Can Find More Information28

About this Prospectus

You should rely only on the information contained in or incorporated by reference into, this prospectus. Neither we nor the UnderwriterWe have not authorized anyoneany other person to provide anyyou with different information. If anyone provides you with different or inconsistent information, oryou should not rely on it. We are not making an offer to make any representations other than those contained in this prospectus orsell these securities in any free writing prospectus prepared byjurisdiction where the offer or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as tosale is not permitted. You should assume that the reliability of, any other information that others may give to you. The information containedappearing in or incorporated by reference into, this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.
We may also provide a prospectus supplement or post-effective amendment to the registration statement to add information to, or update or change information contained in, this prospectus. You should read both this prospectus and any applicable prospectus supplement or post-effective amendment to the registration statement together with the additional information to which we refer you in the sections of this prospectus regardless of the time of delivery of this prospectus or any sale of our common stock.

For investors outside of the United States: We has not, and the underwriter have not, done anything that would permit this offering, or possession or distribution of this prospectus, in any jurisdiction where action for that purpose is required, other than the United States. Persons outside of the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, this offering of shares of our common stock and the distribution of this prospectus outside of the United States. See “Underwriting” for additionaltitled “Where You Can Find More Information.”

Unless otherwise indicated, information on these restrictions.

Industry and Market Data

Certain industry data and market data includedcontained in this prospectus were obtained from independent third-party surveys, market research, publicly available information, reports of governmental agenciesconcerning our industry and industry publications and surveys. All of management’s estimates presented herein are based upon management’s review of independent third-party surveys and industry publications prepared by a number of sources and other publicly available information. All of the market data used in this prospectus involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. We believe that the information from these industry publications and surveys included in this prospectus is reliable. The industrymarkets in which we operate, including our general expectations and market position, market opportunity and market share, is based on information from our own management estimates and research, as well as from industry and general publications and research, surveys and studies conducted by third parties. Management estimates are derived from publicly available information, our knowledge of our industry and assumptions based on such information and knowledge, which we believe to be reasonable. Our management estimates have not been verified by any independent source, and we have not independently verified any third-party information. In addition, assumptions and estimates of our and our industry’s future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section titled “Risk Factors.” These and other factors could cause resultsour future performance to differ materially from those expressed in the estimates made by the independent partiesour assumptions and by us.

Trademarks

estimates. See “Cautionary Note Regarding Forward-Looking Statements.”

This prospectus contains references to our trademarks and service marks and to those belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent possible under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

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PROSPECTUS SUMMARY

ThisThe following summary highlights information contained elsewhere in this prospectus. This summaryprospectus and does not contain all of the information you should consider before investing in our common stock.Common Stock. You should read thisthe entire prospectus carefully, including the “Risk Factors” section, the“Risk Factors,”“Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our financial statements and the related notes, in each case included in this prospectus before making an investment decision.

In this prospectus, unless we indicate otherwise or the context requires, references to the “Company,”“HyreCar,”“we,”“our,”“ours,”and “us” refer to HyreCar Inc. The following summary is qualified in its entirety by the other more detailed information appearingand financial statements and notes thereto included elsewhere or incorporated by reference intoin this prospectus.

Unless the context requires otherwise, references to “HyreCar,” the “Company,” “we,” “us,” and “our,” refer to

About HyreCar Inc.

Overview

HyreCar Inc. was formed as a corporation in the State of Delaware on November 24, 2014.

Our founders identified the need for a car-sharing marketplaceplatform for individuals who wanted to drive for ride-sharing companies such as Uber Technologies Inc. (“Uber”) and Lyft, Inc. (“Lyft”), but whose automobiles could not meet the standards imposed by the ride-sharing companies. For example, Uber maintains strict guidelines regarding the types of cars a driver can use. Although guidelines relating to cars can differ by state, in general the use of two door coupes, motorcycles and cars that are 12 years or older are excluded. Our founders, before deciding to purchase qualifying sedans that met Uber’s strict guidelines, first inquired as to whether there were any rental options available from Uber that would allow them to drive for the ride-sharing platform. To their surprise, there were no rental options available, other than a shadow industry of individuals renting cars to one another.

HyreCar is a unique peer-to-peer car-sharing marketplace that allows car owners (collectively, “Owners”) to rent their idle cars to ride-sharing service drivers (collectively, “Drivers”). By sourcing vehicles from individual Owners, part-time Drivers may more easily enter and exit the market and our business model allows us to satisfy fluctuating transportation demand in cities around the United States by matching Owners and Drivers.

Our vehicle supply also includes commercial owners of vehicles including car dealerships and fleet owners to help increase activity levels.

Our business is based on a proprietary car-sharing marketplace developed toto: (i) onboard Owners and Drivers, (ii) facilitate the matching of Owners and Drivers, and (iii) log rental activity for Owners and Drivers. All transactions related to the rental (including, but not limited to, background checks, rentals, deposits and insurance costs) are run securely through the HyreCar platform. Drivers and Owners access their rental or car dashboards through a unique login. Drivers can easily initiate, terminate or extend a rental through the platform while Owners can manage their car or fleet of cars through the platform.

We believe we have a competitive advantage with our commercial automobile insurance policy that covers both Owners and Drivers. The policy is specifically designed to cover the period of time in which a Driver is operating an Owner’s vehicle while not actively operating a vehicle on a ride-sharing platform, such as Uber or Lyft. During the periods when Drivers are actively operating on a ride-sharing platform, the insurance subordinates to the state mandated insurance provided by the third-party ride-sharing business. To our knowledge, we are the only provider of this car-sharing marketplace which is made possible bycar-matching service utilizing this unique insurance product.

To date, the majority of our sales growth has been through organic search traffic. Going forward however, we intend to significantly increase our spending on marketing because we believe that online channels and offline brand awareness advertising will provide substantial opportunities for growth.

Industry and Market Opportunities

Our company was founded to capitalize on a combination of two growth markets: ride-sharingridesharing (an industry led by Uber and Lyft) and car-sharing (an industry led by companies such as Car2go N.A., LLC,Turo, Inc. and ZipCar, Inc. and Turo, Inc)). Our customers are the Drivers that use our car-sharing marketplaceplatform to rent a car and then use that car to make moneyearn income driving for either Uber or Lyft.ride share companies (or otherwise utilize the vehicle for commercial purposes, such as food delivery). Finding enough cars and drivers to meet demand has historically been a problem for ride-sharing companies.

Our target market also includes drivers who provide delivery services with companies like Instacart and Doordash.

The transportation industry represents a massive market. In the United States alone, consumer expenditures on transportation were approximately $1.2 trillion and $1.4 trillion in 2017,2020 and transportation2019, respectively with 2021 estimates seeing an increase from 2020 pandemic low levels. Transportation was the second largest household expenditure after housing and was almost twice as large as healthcare and three times as large as entertainment. We believe we are still in the veryrelatively early phases of potentially capturing this massive opportunity.part of the opportunity in the industry. In 2016,2019, ridesharing accounted for just oneseven percent of thetotal vehicle miles traveledtravelled in the United States and in a 2016 survey, 57% of U.S. respondents who used sharing services said that well-priced and convenient offerings could cause them to give up ownership altogether.

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We believehave added over 70,000 Drivers over the past several years, matching them with Owner vehicles that we are the only peer-to-peer car-sharing marketplace focusedhave been used on the ride-sharing industry in the United States.rideshare and delivery platforms. During the years ended December 31, 20182021 and 2017,2020, we added approximately 7,60022,000 and 4,40014,000 new Drivers, respectively, into cars so that they could drive for Uberride-share and Lyft.delivery companies. These numbers represent an equivalent 73.0%approximate 57% growth rate in new drivers onto the HyreCar platform year over year.

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Recent Developments

We

On September 7, 2022, we sold 5,789,716 shares of our Common Stock pursuant to that certain Common Stock Purchase Agreement, dated August 11, 2022 (the “PIPE Agreement”), by and among the Company and certain accredited investors named therein (the “Purchasers”). The shares sold pursuant to the PIPE Agreement were sold at a purchase price of $0.8636, which was the average closing price of our Common Stock as reported on the Nasdaq Capital Market (“Nasdaq”) for the five trading days immediately prior to the signing of the PIPE Agreement, for total proceeds to us of approximately $5 million.
As described elsewhere herein, on August 15, 2022, we issued 539,633 shares of our Common Stock to Lincoln Park, upon our execution of the Purchase Agreement as a fee for Lincoln Park’s commitment to purchase shares of our Common Stock under the Purchase Agreement (the “Commitment Shares”). Also on August 15, 2022, we entered into a registration rights agreement with Lincoln Park (the “Registration Rights Agreement”), pursuant to which we are obligated to file with the SEC a registration statement to register for resale under the Securities Act, the shares of Common Stock that have been or may be issued to Lincoln Park under the Purchase Agreement. The registration statement of which this prospectus forms a part is intended to satisfy this obligation.
On August 15, 2022, in relation to the Company’s “at-the-market” (“ATM”) offering program, the Company amended that certain Equity Distribution Agreement with Northland Securities, Inc. and filed Supplement No. 1 to the Prospectus Supplement dated November 9, 2021, reducing the aggregate shares to be sold under the ATM program from $50,000,000 to $7,900,000. As of September 13, 2022, the Company has sold 1,028,811 shares pursuant to the ATM program for total net proceeds of $1,326,996.49.
On August 15, 2022, the Company issued promissory notes to certain executive officers of the Company, in the processaggregate principal amount of preparing our results for our fiscal quarter ended June 30, 2019. Based$500,000 (the “Promissory Notes”). The Promissory Notes will accrue interest at a rate of 7% per year on currently available information,the outstanding principal amounts. Any unpaid principal amounts and accrued interest under the Promissory Notes will be payable in full one year from the date such amounts are loaned, which has yet to occur.
On September 2, 2022, we estimate that,issued a Performance Guaranty in favor of the trustee under a Base Indenture between HyreDrive SPV (defined below) and Wilmington Trust, National Association, as trustee and securities intermediary (the “Base Indenture”), for the second fiscal quarter:

●Total revenue will be in the range of approximately $3.7 million to $3.9 million for the second fiscal quarter of 2019; and

●Adjusted EBITDA will be in the range of approximately ($1.1) million to ($1.5) million for the second fiscal quarter of 2019.

Please note that EBITDAbenefit of certain holders of asset-backed notes issued under the Base Indenture as supplemented by a Series 2022-1 Supplement to the Base Indenture (the “Indenture Supplement”), the administrative agent for such noteholders and certain of their affiliates (the “Performance Guaranty”). The Performance Guaranty was entered into by the Company in connection with the formation of HyreDrive, LLC (“HyreDrive”), which is a joint venture between the Company and AmeriDrive Holdings, Inc. (“AmeriDrive”) and established for the primary purpose of expanding the parties’ strategic relationship intended to create a larger national network of vehicle supply for the Company’s technology platform. HyreDrive has established a bankruptcy remote, wholly owned subsidiary of HyreDrive (the “HyreDrive SPV”) and a titling trust to facilitate the acquisition and financing of vehicles. The Company, solely in its capacity as a performance guarantor, is a party to the Indenture Supplement for the limited purpose of confirming certain representations, warranties and covenants set forth in the Indenture Supplement related to the issuance of asset-backed notes and the collateral securing the obligations under such notes. Pursuant to the Performance Guaranty, the Company will guaranty the performance by AmeriDrive and HyreDrive in certain of their capacities, however, the Performance Guaranty is not a measureguaranty by the Company of net income as determined by GAAP. EBITDA is a supplemental non-GAAP financial measure that is used by management and external usersthe asset-backed notes of the HyreDrive SPV or of any payment obligations of HyreDrive.

On September 2, 2022, in connection with the Indenture Supplement, we issued warrants to certain accredited investors, which may be exercised to purchase up to an aggregate of 3,221,630 shares of our consolidated financial statements, such as industry analysts, investors, lenders and rating agencies. We define Adjusted EBITDA as net income before interest income, interest expense, income tax and depreciation and amortization and non-cash items such as stock based compensation.

This unaudited preliminary financial informationCommon Stock, at a per share exercise price equal to $1.02 (the “Warrants”). Each of the Warrants was immediately exercisable for 50% of the fiscal quarter ended June 30, 2019 is based upon our estimates and subject to completionunderlying shares of our quarter end financial results. Moreover, this data has been preparedCommon Stock, and the remaining shares will vest according to certain vesting criteria.

As further detailed under the section titled “Description of Securities,” we also filed the Certificate of Designations on such date to create the Series A Convertible Non-Voting Preferred Stock, which is to be issued solely onin the basis of currently available information by,event and is the responsibility of, management. The unaudited preliminary financial information for the fiscal quarter ended June 30, 2019 has not been reviewed or audited by our independent public accounting firm in accordance with PCAOB standards. This preliminary financial information is not a comprehensive statement of our financial results for this period, and our actual results may differ materially from these estimates due to the completionextent that Warrant 1 exceeds the Share Cap (as such terms are defined under “Description of our financial closing procedures, final adjustments, and other developments that may arise between now and the time the closing procedures for the fiscal quarter are completed. Therefore, you should not place undue reliance upon these preliminary financial results. There can be no assurance that these estimates will be realized, and estimates are subject to risks and uncertainties, many of which are not within our control. Accordingly, total revenue and Adjusted EBITDA and for any particular period may not be indicative of future results. See “Cautionary Note Regarding Forward-Looking Statements.”

Implications of Being an Emerging Growth Company

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act.

Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 13(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to avail ourselves of this exemption and, as a result, our financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective dates for new or revised accounting standards that are applicable to public companies. Section 107 of the JOBS Act provides that we can elect to opt out of the extended transition period at any time, which election is irrevocable.

We will remain an emerging growth company until the earliest of: (i) the last day of the first fiscal year in which our annual gross revenues exceed $1.07 billion; (ii) the last day of our fiscal year in 2023; (iii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common equity held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter; or (iv) the date on which we have issued more than $1.0 billion in non-convertible debt securities during any three-year period.

Securities”).

Corporate Information

We were incorporated in the State of Delaware on November 24, 2014. Our principal executive offices and mailing address are 355 South Grand Avenue,915 Wilshire Boulevard, Suite 1650,1950, Los Angeles, California 90071.90017. Our main telephone number is (888) 688-6769. Our corporate website address is: www.hyrecar.com. The information contained on, or that can be accessed through, our website is not a part of this prospectus supplement or the accompanying prospectus and should not be relied upon with respect to this offering.

HyreCar, the HyreCar logo and any other current or future trademarks, service marks and trade names appearing in this prospectus are the property of HyreCar Inc. Other trademarks and trade names referred to in this prospectus are the property of their respective owners. Solely for convenience, the trademarks and trade names in this prospectus are referred to without the symbols ® and ™, but such references should not be construed as any indicator that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto.

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THE OFFERING

Common stock offered by us3,500,000 shares, assuming a public offering price of $3.35 per share, the last reported sale price of our common stock as reported on the Nasdaq capital Market on July 12, 2019.
Common stock to be outstanding immediately after this offering(1)15,831,348 shares (16,356,348 shares if the underwriter exercises its option to purchase additional shares in full).
Underwriter’s over-allotment optionThe underwriter has a 30-day option to purchase up to 525,000 additional shares of our common stock to cover over-allotments, if any.
Use of proceeds

We estimate the net proceeds to us from this offering, after deducting the underwriting discount and estimated offering expenses payable by us, will be approximately $10,788,750 (or $12,459,563 if the underwriter’s option to purchase additional shares is exercised in full), assuming a public offering price of $3.35 per share, the last reported sale price of our common stock on the Nasdaq Capital Market on July 12, 2019. The actual offering price per share will be as determined between us and the underwriter at the time of pricing, and may be at a discount to the current market price. We intend to use the net proceeds to us from this offering for general corporate purposes, including working capital, sales, customer support, technology and marketing activities, and general and administrative matters. See “Use of Proceeds” for more information.

Nasdaq Capital Market symbol“HYRE.”
Risk factorsThis investment involves a high degree of risk. You should read the description of risks set forth under “Risk Factors” of this prospectus for a discussion of factors to consider before deciding to invest in shares of our common stock.

(1)The number of shares of common stock outstanding that will be outstanding after this offering is based on 12,331,348 shares of our common stock outstanding as of July 15, 2019 and excludes:

●93,489 shares of our common stock available for future issuance pursuant to outstanding options under our 2016 Equity Incentive Plan;
●1,373,700 shares of our common stock available for future issuance pursuant to outstanding options and restricted stock units under our 2018 Equity Incentive Plan; and
●510,507 shares of our common stock underlying any outstanding warrants.

Unless otherwise indicated, all information in this prospectus assumes:

●no exercise of the outstanding options or warrants described above; and

●no exercise by the underwriter of its option to purchase up to an additional 525,000 shares of our common stock to cover over-allotments, if any.

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Emerging Growth Company

SUMMARY FINANCIAL DATA 

The following table sets forth our summary financial data as of the dates and for the periods indicated. We have derived the statement of operations data for the years ended December 31, 2018 and 2017 from our audited financial statements included in our most recent Annual Report onForm 10-K, which was filed with the SEC on March 28, 2019, which is incorporated herein by reference. The statements of operations data for the three months ended March 31, 2019 and 2018, and the balance sheet data as of March 31, 2019 have been derived from our unaudited condensed financial statements included our Quarterly Report onForm 10-Q, which was filed with the SEC on May 10, 2019, which is incorporated herein by reference. The following summary financial data should be read with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” described in our most recent Annual Report on Form 10-K. Our historical results are not necessarily indicative of the results to be expected in future periods.

Statement of Operations Data:

  Three Months Ended
March 31,		  Years Ended 
December 31,		 
  2019  2018  2018  2017 
Revenues $3,510,725   1,714,183  $9,777,079   3,223,874 
Operating costs and expenses                
Research and development  479,996   225,087   1,414,727   687,039 
General and administrative  2,035,552   889,254   7,600,735   1,819,588 
Sales and marketing  1,164,791   883,027   4,788,201   1,871,649 
Total operating expenses  3,680,339   1,997,368   13,803,663   4,378,276 
Loss from operations  (1,728,889)  (1,574,057)  (9,158,663)  (4,066,950)
Other expense                
Interest expense  810   161,773   2,040,311   202,454 
Other expense  (32,101)  31,201  44,129   1,528 
Net loss $(1,697,598)  (1,767,031) $(11,243,903) $(4,271,732)
Net loss per share—basic and diluted $(0.14)  (0.34) $(1.31) $(0.93)
Weighted average shares outstanding—basic and diluted  11,883,460   5,252,953   8,557,796   4,590,478 

Balance Sheet Data:

  As of March 31,
2019		 
  Actual  As Adjusted(1) 
Cash $6,338,871  $17,127,621 
Working capital  4,545,861   15,334,611 
Total assets  6,988,694   17,777,444 
Total liabilities  2,126,278   2,126,278 
Additional paid-in-capital  23,064,096   33,852,811 
Accumulated deficit  (18,194,355)  (18,194,355)
Total liabilities and stockholders’ equity  6,988,694   15,651,166 

(1)On an as adjusted basis to give effect to our issuance and sale of 3,500,000 shares of common stock in this offering at an assumed public offering price of $3.35 per share, which was the last reported sale price of our common stock on the Nasdaq Capital Market on July 12, 2019, after deducting the estimated underwriting discount and estimated offering expenses payable by us.

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RISK FACTORS

Any investment in our common stock involves a high degree of risk. Before deciding whether to purchase our common stock, investors should carefully consider the risks described below together with the “Risk Factors” described in our most recent Annual Report on Form 10-K, which are incorporated herein by reference, as may be amended, supplemented or superseded from time to time by other reports we file with the SEC. Our business, financial condition, operating results and prospects are subject to the following material risks as well as those material risks incorporated by reference. Additional risks and uncertainties not presently foreseeable to us may also impair our business operations. If any of the following risks actually occurs, our business, financial condition or operating results could be materially adversely affected. In such case, the trading price of our common stock could decline, and our stockholders may lose all or part of their investment in the shares of our common stock.

Risks Related to Our Business and Our Industry

Our limited operating history makes it difficult to evaluate our current business and prospects and may increase the risks associated with your investment.

We were founded in 2014. Our limited operating history makes it difficult to evaluate our current business and prospects and plan for and model our future growth. We have encountered and will continue to encounter risks and uncertainties frequently encountered by rapidly growing companies in developing markets. If our assumptions regarding these risks and uncertainties are incorrect or change in response to changes in the ride-sharing or car-sharing market, our results of operations and financial results could differ materially from our plans and forecasts. Although we have experienced rapid growth since our inception, there is no assurance that such growth will continue. Any success we may experience in the future will depend in large part on our ability to, among other things:

●maintain and expand our customer base and the ways in which customers use our platform;

●expand revenue from existing customers through increased or broader use of our platform;

●improve the performance and capabilities of our platform through research and development;

●effectively expand our business domestically and internationally, which will require that we rapidly expand our sales force and fill key management positions; and

●successfully compete with other companies that currently provide, or may in the future provide, solutions like ours.

If we are unable to achieve our key objectives, including the objectives listed above, our business and results of operations will be adversely affected and the fair market value of our securities could decline.

If we do not respond appropriately, the evolution of the automotive industry towards autonomous vehicles and mobility on demand services could adversely affect our business.

The automotive industry is increasingly focused on the development of advanced driver assistance technologies, with the goal of developing and introducing a commercially-viable, fully automated driving experience. The high development cost of active safety and autonomous driving technologies may result in a higher risk of exposure to the success of new or disruptive technologies different than those being developed by us. There has also been an increase in consumer preferences for mobility on demand services, such as car- and ride-sharing, as opposed to automobile ownership, which may result in a long-term reduction in the number of vehicles per capita. These evolving areas have also attracted increased competition from entrants outside the traditional automotive industry. If we do not continue to innovate to develop or acquire new and compelling products that capitalize upon new technologies in response to original equipment manufacturers and consumer preferences, this could have an adverse impact on our results of operations.

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If we do not effectively expand and train our direct sales force, we may be unable to add new customers or increase sales to our existing customers, and our business will be adversely affected.

We continue to be substantially dependent on our direct sales force to obtain new customers and increase sales with existing customers. There is significant competition for sales personnel with the skills and technical knowledge that we require. Our ability to achieve significant revenue growth will depend, in large part, on our success in recruiting, training and retaining sufficient numbers of sales personnel to support our growth. New hires require significant training and may take significant time before they achieve full productivity. Our recent hires and planned hires may not become productive as quickly as we expect, and we may be unable to hire or retain sufficient numbers of qualified individuals in the markets where we do business or plan to do business. In addition, because we continue to grow rapidly, a large percentage of our sales force is new to our company. If we are unable to hire and train a sufficient number of effective sales personnel, or the sales personnel we hire are not successful in obtaining new customers or increasing sales to our existing customer base, our business will be adversely affected.

Fluctuating economic conditions make it difficult to predict revenue for a particular period, and a shortfall in revenue may harm our operating results.

Our revenue depends significantly on general economic conditions and the demand for products in the ride-sharing and car-sharing market. Economic weakness, customer financial difficulties, and constrained spending on ride-sharing may result in decreased revenue and earnings. Such factors could make it difficult to accurately forecast our sales and operating results.

We have no formal contracts with either Uber or Lyft and our current relationships with either of these companies could change in the future, which could adversely affect our revenues.

Although we have deployed drivers and cars to the systems of both Uber and Lyft since our operations began in 2015, there is currently no formal contractual relationship in place with either company. On May 17, 2017, we announced an arrangement with Lyft that allows us to activate our Drivers through Lyft’s sign-up portal; however, this is an oral arrangement that has not been memorialized in a written agreement. Consequently, each of these relationships could be discontinued at any time. In addition, virtually all of our revenue is generated by cars and drivers operating on both the Uber or Lyft platform and therefore this concentration represents a high degree of risk to us and to potential investors.

The ride-sharing model may not continue to grow, which would adversely affect our business.

Our business and future growth is significantly dependent on the continued success of each of Uber, Lyft, and other software-based systems that have come into the marketplace to compete with standard taxicab transportation organizations.

While the effect of those companies has been to decrease the cost and therefore increase the utilization of ride-sharing, there can be no assurance that consumer utilization of these systems will continue to grow, or that competition and the resulting price pressure will not undermine the viability of these types of systems, thereby adversely affecting our business.

Our unique peer to peer structure could be duplicated and our inability to accurately predict user behavior could negatively impact our sales business.

Although to date neither Uber nor Lyft have endeavored to develop a peer-to-peer system to match drivers and car owners as we are doing, there can be no assurance that either one of these companies or other competitors subsequently entering the marketplace will not endeavor to do so, and there can be no assurance that such competition will not have a negative impact on our business.

Furthermore, although several attempts to match up fleets of cars owned by operators with Uber and Lyft drivers have failed, there can be no assurance that other entities will not enter the marketplace on this basis with economic and logistical models that solve the problems that caused this failure.

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The market forecasts included in this prospectus may prove to be inaccurate, and even if the markets in which we operate achieve growth, we cannot assure you our business will grow at similar rates, if at all.

Growth forecasts are subject to significant uncertainty and are based on assumptions and estimates, which may not prove to be accurate. Forecasts relating to the expected growth in the ride-sharing market, including the forecasts or projections referenced in this prospectus, may prove to be inaccurate. Even if the ride-sharing market experiences the forecasted growth, we may not grow our business at similar rates, or at all. Our growth is subject to many factors, including our success in implementing our business strategy, which is subject to many risks and uncertainties. Accordingly, the forecasts of market growth included in this prospectus should not be taken as indicative of our future growth.

We rely on third-party insurance policies to insure auto-related risks. If insurance coverage is insufficient for the needs of our business or our insurance providers are unable to meet their obligations, we may not be able to mitigate the risks facing our business, which could adversely affect our business, financial condition and results of operations.

We procure third-party insurance policies which provide coverage for both Owners and Drivers on our platform. If the amount of one or more auto-related claims were to exceed our applicable aggregate coverage limits, we may bear the excess liability. Insurance providers have raised premiums and deductibles for many businesses and may do so in the future. As a result, our insurance and claims expense could increase. Our business, financial condition and results of operations could be adversely affected if (i) cost per claim, premiums or the number of claims significantly exceeds our historical experience and coverage limits, (ii) we experience a claim in excess of coverage limits, (iii) our insurance providers fail to pay insurance claims, or (iv) we experience a claim for which coverage is not provided.

Our actual losses may exceed our insurance reserves, which could adversely affect our financial condition and results of operations.

We establish insurance reserves for claims incurred but not yet paid and claims incurred but not yet reported and any related estimable expenses, and we periodically evaluate and, as necessary, adjust our insurance reserves as our experience develops or new information is learned. We employ various predictive modeling and actuarial techniques and make numerous assumptions based on limited historical experience and industry statistics to estimate our insurance reserves. Estimating the number and severity of claims, as well as related judgment or settlement amounts, is inherently difficult, subjective, and speculative. A number of external factors can affect the actual losses incurred for any given claim, including the length of time the claim remains open, fluctuations in healthcare costs, legislative and regulatory developments and judicial developments. Additionally, we may encounter in the future, instances of insurance fraud, which could increase our actual insurance-related costs. For any of the foregoing reasons, our actual losses for claims and related expenses may deviate, individually or in the aggregate, from the insurance reserves reflected in our consolidated financial statements. If we determine that our estimated insurance reserves are inadequate, we may be required to increase such reserves at the time of the determination, which could result in an increase to our net loss in the period in which the deficiency is determined and negatively impact our financial condition and results of operations.

Our operations are dependent on our current management. The loss of any member of our management team could adversely affect our operations and financial results.

We are highly dependent upon the retention of the services of our current executive management team, specifically Joseph Furnari, Michael Furnari, Scott Brogi, Henry Park, and Abhi Arora. The loss of any one of these individuals could adversely affect our operations and financial results. Our business also depends on our ability to attract and retain additional highly qualified management, technical, operating, and sales and marketing personnel. We do not currently maintain key person life insurance policies on any of our employees. We do not have fixed term employment agreements with any of our management employees, all of whom could terminate their relationship with us at any time.

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Our results of operations are likely to vary significantly from period to period, which could cause the price of our common stock to decline.

Our results of operations have varied significantly from period to period. For example, the months of January, February and March are traditionally very slow for transportation demand. We expect that our results of operations will continue to vary as a result of a number of factors, many of which are outside of our control and may be difficult to predict, including:

●our ability to attract and retain new customers;

●the budgeting cycles and purchasing practices of customers;
●the timing and success of new service introductions by us or our competitors or any other change in the competitive landscape of the ride-sharing or car-sharing market, including consolidation among our competitors;
●our ability to successfully expand our business domestically and internationally;
●changes in our pricing policies or those of our competitors;
●any disruption in, or termination of, our relationship with our insurance carriers or ride sharing companies with which we do business;
●the cost and potential outcomes of future litigation, if any;
●seasonality in our business;
●general economic conditions, both domestic and foreign, assuming we expand into foreign markets;
●future accounting pronouncements or changes in our accounting policies or practices; and
●the amount and timing of operating costs and capital expenditures related to the expansion of our business.

Any of the above factors, individually or in the aggregate, may result in significant fluctuations in our financial and other operating results from period to period. As a result of this variability, our historical results of operations should not be relied upon as an indication of future performance. Moreover, this variability and unpredictability could result in our failure to meet our operating plan or the expectations of investors or analysts for any period. If we fail to meet such expectations for these or other reasons, the price of our common stock could fall substantially, and we could face costly lawsuits, including securities class action suits.

We have had operating losses each year and quarterly period since our inception, and may not achieve or maintain profitability in the future.

We have incurred operating losses each year and every quarterly period since inception. For the three months ended March 31, 2019 and 2018, our operating losses were $1,728,889, and $1,574,057, respectively. We expect our operating expenses to increase in the future as we expand our sales and marketing efforts and continue to invest in research and development of our technologies. These efforts may be costlier than we expect, and we may not be able to increase our revenue to offset our increased operating expenses. Our revenue growth may slow or our revenue may decline for a number of other reasons, including reduced demand for our services, increased competition, a decrease in the growth or size of the ride-sharing or car-sharing market or any failure to capitalize on growth opportunities. Any failure to increase our revenue as we grow our business could prevent us from achieving or maintaining profitability. If we are unable to meet these risks and challenges as we encounter them, our business, financial condition and results of operations may suffer.

We face intense competition and could lose market share to our competitors, which could adversely affect our business, financial condition and results of operations.

The market for ride-sharing and car-sharing services is intensely competitive and characterized by rapid changes in technology, customer requirements, industry standards and frequent new service introductions and improvements. We anticipate continued challenges from current competitors, as well as by new entrants into the industry. If we are unable to anticipate or effectively react to these competitive challenges, our competitive position could weaken, and we could experience a decline in our growth rate or revenue that could adversely affect our business and results of operations.

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Changes in government regulations could have an adverse impact on our business.

Currently, there are few laws regulating our business, however, as our business matures, this may change. Changes in government regulation of our business have the potential to materially alter our business practices, or our operational results. Depending on the jurisdiction, those changes may come about through the issuance of new laws and regulations or changes in the interpretation of existing laws and regulations by a court, regulatory body or governmental official. Sometimes those changes may have not just prospective but also retroactive effect; this is particularly true when a change is made through reinterpretation of laws or regulations that have been in effect for some time. Moreover, changes in regulation that may seem neutral on their face may have either more or less impact on us than on ride-sharing businesses, depending on the circumstances. Potential changes in law or regulation that may affect us relate to insurance intermediaries, customer privacy, data security and rate regulation.

Uber and Lyft (and other ride-sharing companies that drivers use in connection with our platform) are subject to numerous legal and regulatory risks that could have an adverse impact on our business and future prospects.

Our platform relies heavily on the ability of ride-sharing companies, such as Uber and Lyft, to operate legally in jurisdictions in which we provide our service. Ride-sharing companies are subject to differing, and sometimes conflicting, laws and regulations in the various jurisdictions in which they operate. A large number of proposals are before various national, regional, and local legislative bodies and regulatory entities, regarding issues related to their respective business models. Certain proposals, if adopted, could significantly and materially harm their business, financial condition, and operating results (and, in turn, materially harm our business) by restricting or limiting how ride-sharing companies operate their businesses, increasing their operating costs, and decreasing their number of platform users. We cannot predict whether or when such proposals may be adopted.

Any material limitation in the fuel supply, or an increase in fuel prices, could adversely affect our business.

Our operations could be adversely affected by any limitation in the fuel supply, the imposition of any mandatory allocation or rationing regulations by regulators, and/or an increase in fuel prices. Such a regime could be quickly imposed if there was a serious disruption in the fuel supply for any reason, including an act of war, terrorist incident or other problem, such as the devastation caused by hurricane Harvey, affecting the petroleum supply, refining, distribution or pricing. Additionally increased fuel prices and other costs may disincentivize drivers from using our platform.A decreased supply of drivers on our platform would decrease our network liquidity, which could harm our business and operating results.

If our security is compromised or if our platform is subjected to attacks that frustrate or thwart our users’ ability to access our products and services, our users and partners may cut back on or stop using our products and services altogether, which could seriously harm our business.

Our efforts to protect the information that our users have shared with us may be unsuccessful due to the actions of third parties, software bugs, or other technical malfunctions, employee error or malfeasance, or other factors. In addition, third parties may attempt to fraudulently induce employees or users to disclose information to gain access to our data or our users’ data. If any of these events occur, our or our users’ information could be accessed or disclosed improperly. Our privacy policy governs how we may use and share the information that our users have provided us. Some partners may store information that we share with them. If these third parties fail to implement adequate data-security practices or fail to comply with our terms and policies, our users’ data may be improperly accessed or disclosed. And even if these third parties take all these steps, their networks may still suffer a breach, which could compromise our users’ data. Any incidents where our users’ information is accessed without authorization, or is improperly used, or incidents that violate our terms of service or policies, could damage our reputation and our brand and diminish our competitive position. In addition, affected users or government authorities could initiate legal or regulatory action against us over those incidents, which could cause us to incur significant expense and liability or result in orders or consent decrees forcing us to modify our business practices. Maintaining the trust of our users is important to sustain our growth, retention, and user engagement. Concerns over our privacy practices, whether actual or unfounded, could damage our reputation and brand and deter users, advertisers, and partners from using our products and services. Any of these occurrences could seriously harm our business.

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Market and economic conditions may negatively impact our business, financial condition and share price.

Concerns over inflation, energy costs, geopolitical issues, the U.S. mortgage market and a declining real estate market, unstable global credit markets and financial conditions, and volatile oil prices have led to periods of significant economic instability, diminished liquidity and credit availability, declines in consumer confidence and discretionary spending, diminished expectations for the global economy and expectations of slower global economic growth going forward, increased unemployment rates, and increased credit defaults in recent years. Our general business strategy may be adversely affected by any such economic downturns, volatile business environments and continued unstable or unpredictable economic and market conditions. If these conditions continue to deteriorate or do not improve, it may make any necessary debt or equity financing more difficult to complete, more costly, and more dilutive. Failure to secure any necessary financing in a timely manner and on favorable terms could have a material adverse effect on our growth strategy, financial performance, and share price and could require us to delay or abandon development or commercialization plans.

Financial reporting obligations of being a public company in the United States are expensive and time-consuming, and our management will be required to devote substantial time to compliance matters.

As a publicly traded company we will incur significant additional legal, accounting and other expenses that we did not incur as a privately company. The obligations of being a public company in the United States require significant expenditures and will place significant demands on our management and other personnel, including costs resulting from public company reporting obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations regarding corporate governance practices, including those under the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) the Dodd-Frank Wall Street Reform and Consumer Protection Act, and the listing requirements of the stock exchange on which our securities are listed. These rules require the establishment and maintenance of effective disclosure and financial controls and procedures, internal control over financial reporting and changes in corporate governance practices, among many other complex rules that are often difficult to implement, monitor and maintain compliance with. Moreover, despite recent reforms made possible by the JOBS Act, the reporting requirements, rules, and regulations will make some activities more time-consuming and costly, particularly after we are no longer an “emerging growth company.” In addition, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance. Our management and other personnel will need to devote a substantial amount of time to ensure that we comply with all of these requirements and to keep pace with new regulations, otherwise we may fall out of compliance and risk becoming subject to litigation or being delisted, among other potential problems.

If we fail to comply with the rules under Sarbanes-Oxley related to accounting controls and procedures in the future, or, if we discover material weaknesses and other deficiencies in our internal control and accounting procedures, our stock price could decline significantly and raising capital could be more difficult.

Section 404 of Sarbanes-Oxley requires annual management assessments of the effectiveness of our internal control over financial reporting. If we fail to comply with the rules under Sarbanes-Oxley related to disclosure controls and procedures in the future, or, if we discover material weaknesses and other deficiencies in our internal control and accounting procedures, our stock price could decline significantly and raising capital could be more difficult. If material weaknesses or significant deficiencies are discovered or if we otherwise fail to achieve and maintain the adequacy of our internal control, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404 of Sarbanes-Oxley. Moreover, effective internal controls are necessary for us to produce reliable financial reports and are important to helping prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock could drop significantly.

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Comprehensive tax reform bills could adversely affect our business and financial condition.

The U.S. government recently enacted comprehensive federal income tax legislation that includes significant changes to the taxation of business entities. These changes include, among others, a permanent reduction to the corporate income tax rate. Notwithstanding the reduction in the corporate income tax rate, the overall impact of this tax reform is uncertain, and our business and financial condition could be adversely affected. This Annual Report does not discuss any such tax legislation or the manner in which it might affect purchasers of our common stock. We urge our shareholders to consult with their legal and tax advisors with respect to any such legislation and the potential tax consequences of investing in our common stock.

Risks Related to Our Common Stock and this Offering

The price of our common stock may fluctuate substantially.

You should consider an investment in our common stock to be risky, and you should invest in our common stock only if you can withstand a significant loss and wide fluctuations in the market value of your investment. Some factors that may cause the market price of our common stock to fluctuate, in addition to the other risks mentioned in this “Risk Factors” section and elsewhere in this prospectus, are:

●sale of our common stock by our shareholders, executives, and directors;
●volatility and limitations in trading volumes of our shares of common stock;
●our ability to obtain financings to conduct and complete research and development activities and other business activities;
●the timing and success of introductions of new products by us or our competitors or any other change in the competitive dynamics of our industry, including consolidation among competitors;
●our ability to attract new customers;
●changes in our capital structure or dividend policy, future issuances of securities, sales of large blocks of common stock by our shareholders;
●our cash position;
●announcements and events surrounding financing efforts, including debt and equity securities;
●our inability to enter into new markets or develop new products;
●reputational issues;
●announcements of acquisitions, partnerships, collaborations, joint ventures, new products, capital commitments, or other events by us or our competitors;
●changes in general economic, political and market conditions in or any of the regions in which we conduct our business;
●changes in industry conditions or perceptions;
●analyst research reports, recommendation and changes in recommendations, price targets, and withdrawals of coverage;
●departures and additions of key personnel;
●disputes and litigations related to intellectual properties, proprietary rights, and contractual obligations;
●changes in applicable laws, rules, regulations, or accounting practices and other dynamics; and
●other events or factors, many of which may be out of our control.

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In addition, if the market for stocks in our industry or industries related to our industry, or the stock market in general, experiences a loss of investor confidence, the trading price of our common stock could decline for reasons unrelated to our business, financial condition and results of operations. If any of the foregoing occurs, it could cause our stock price to fall and may expose us to lawsuits that, even if unsuccessful, could be costly to defend and a distraction to management.

We may acquire other companies or technologies, which could divert our management’s attention, result in dilution to our stockholders and otherwise disrupt our operations and adversely affect our operating results.

We may in the future seek to acquire or invest in businesses, applications and services or technologies that we believe could complement or expand our services, enhance our technical capabilities or otherwise offer growth opportunities. The pursuit of potential acquisitions may divert the attention of management and cause us to incur various expenses in identifying, investigating and pursuing suitable acquisitions, whether or not they are consummated.

In addition, we do not have any experience in acquiring other businesses. If we acquire additional businesses, we may not be able to integrate the acquired personnel, operations and technologies successfully, or effectively manage the combined business following the acquisition. We also may not achieve the anticipated benefits from the acquired business due to a number of factors, including:

●inability to integrate or benefit from acquired technologies or services in a profitable manner;
●unanticipated costs or liabilities associated with the acquisition;
●difficulty integrating the accounting systems, operations and personnel of the acquired business;
●difficulties and additional expenses associated with supporting legacy products and hosting infrastructure of the acquired business;
●difficulty converting the customers of the acquired business onto our platform and contract terms, including disparities in the revenue, licensing, support or professional services model of the acquired company;
●diversion of management’s attention from other business concerns;
●adverse effects to our existing business relationships with business partners and customers as a result of the acquisition;
●the potential loss of key employees;
●use of resources that are needed in other parts of our business; and
●use of substantial portions of our available cash to consummate the acquisition.

In addition, a significant portion of the purchase price of companies we acquire may be allocated to acquired goodwill and other intangible assets, which must be assessed for impairment at least annually. In the future, if our acquisitions do not yield expected returns, we may be required to take charges to our operating results based on this impairment assessment process, which could adversely affect our results of operations.

Acquisitions could also result in dilutive issuances of equity securities or the incurrence of debt, which could adversely affect our operating results. In addition, if an acquired business fails to meet our expectations, our operating results, business and financial position may suffer.

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If securities or industry analysts do not publish research or reports, or publish unfavorable research or reports about our business, our stock price and trading volume may decline.

The trading market for our common stock will rely in part on the research and reports that industry or financial analysts publish about us, our business, our markets and our competitors. We do not control these analysts. If securities analysts do not cover our common stock, the lack of research coverage may adversely affect the market price of our common stock. Furthermore, if one or more of the analysts who do cover us downgrade our stock or if those analysts issue other unfavorable commentary about us or our business, our stock price would likely decline. If one or more of these analysts cease coverage of us or fails to regularly publish reports on us, we could lose visibility in the market and interest in our stock could decrease, which in turn could cause our stock price or trading volume to decline and may also impair our ability to expand our business with existing customers and attract new customers.

Future sales and issuances of our securities could result in additional dilution of the percentage ownership of our shareholders and could cause our share price to fall.

We expect that significant additional capital will be needed in the future to continue our planned operations, including research and development, increased marketing, hiring new personnel, commercializing our products and services, and continuing activities as an operating public company. To the extent we raise additional capital by issuing equity securities, our shareholders may experience substantial dilution. We may sell common stock, convertible securities or other equity securities in one or more transactions at prices and in a manner we determine from time to time. If we sell common stock, convertible securities or other equity securities in more than one transaction, investors may be materially diluted by subsequent sales. Such sales may also result in material dilution to our existing shareholders, and new investors could gain rights superior to our existing shareholders.

We do not intend to pay cash dividends on our shares of common stock so any returns will be limited to the value of our shares.

We currently anticipate that we will retain future earnings for the development, operation and expansion of our business and do not anticipate declaring or paying any cash dividends for the foreseeable future. Any return to shareholders will therefore be limited to the increase, if any, of our share price.

We are an “emerging growth company” and will be able to avail ourselves of reduced disclosure requirements applicable to emerging growth companies, which could make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and. As such, we intendare eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b)404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbindingnon-binding advisory vote on executive compensation and shareholderstockholder approval of any golden parachute payments not previously approved. In addition, pursuant to Section 107 of the JOBS Act, as an “emerging growth company” we intend to take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act, for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stocksecurities less attractive as a result, there may be a less active trading market for our common stocksecurities and the prices of our stock pricesecurities may be more volatile. We may take advantage of these reporting exemptions until we are no longer an “emerging growth company.”

We will remain an “emergingemerging growth company”company until the earliest of (i)earlier of: (1) the last day of the fiscal year (a) ending December 31, 2023, (b) in which we have total annual gross revenuesrevenue of at least $1.07 billion, or more; (ii) the last day of our fiscal year(c) in 2023; (iii) the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer, underwhich means the rulesmarket value of our Common Stock that is held by non-affiliates exceeds $700 million as of the U.S. Securitiesend of the prior fiscal year’s second fiscal quarter; and Exchange Commission.

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Because(2) the date on which we have electedissued more than $1.0 billion in non-convertible debt during the prior three-year period. References herein to defer compliance“emerging growth company” shall have the meaning associated with new or revised accounting standards, our financial statement disclosure may not be comparable to similar companies.

We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) ofit in the JOBS Act. This allows us to delay

Smaller Reporting Company
Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the adoptionlast day of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a resultthe fiscal year in which (i) the market value of our election,Common Stock held by non-affiliates exceeds $250 million as of the prior June 30, or (ii) our financial statements may not be comparable to companies that comply with public company effective dates.

Because of this extended transition period, we may be less attractive to investorsannual revenues exceeded $100 million during such completed fiscal year and it may be difficult for us to raise additional capital as and when we need it. Investors may be unable to compare our business with other companies in our industry if they believe that our financial accounting is not as transparent as other companies in our industry. If we are unable to raise additional capital as and when we need it, our financial condition and results of operations may be materially and adversely affected.

We may be at risk of securities class action litigation.

We may be at risk of securities class action litigation. In the past, technology companies have experienced significant stock price volatility. If we face such litigation, it could result in substantial costs and a diversion of management’s attention and resources, which could harm our business and results in a decline in the market pricevalue of our common stock.

Our common stock may be delisted if we fail to comply with continued listing standards.

If we fail to meet anyCommon Stock held by non-affiliates exceeds $700 million as of the continued listing standardsprior June 30.

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Table of the Nasdaq Capital Market, our common stock could be delisted from the Nasdaq Capital Market. These continued listing standards include specifically enumerated criteria, such as:

Contents
THE OFFERING
Common Stock offered by the selling stockholder10,539,633 shares consisting of:
 ●a $1.00 minimum closing bid price;

●stockholders’ equity of $2.5 million;

●500,000 shares of publicly-held common stock with a market value of at least $1 million;

●300 round-lot stockholders; and

●compliance with Nasdaq’s corporate governance requirements, as well as additional or more stringent criteria that may be applied in the exercise of Nasdaq’s discretionary authority.

If we fail to comply with Nasdaq’s continued listing standards, we may be delisted and our common stock will trade, if at all, only on the over-the-counter market, such as the OTCBB or OTCQX markets, and then only if one or more registered broker-dealer market makers comply with quotation requirements. In addition, delisting of our common stock could depress our stock price, substantially limit liquidity of our common stock and materially adversely affect our ability to raise capital on terms acceptable to us, or at all. Finally, delisting of our common stock could result in our common stock becoming a “penny stock” under the Exchange Act. 

Anti-takeover provisions in our charter documents and under the General Corporation Law of the State of Delaware could make an acquisition of us more difficult and may prevent attempts by our stockholders to replace or remove our management.

Provisions in our amended and restated certificate of incorporation and our bylaws may delay or prevent an acquisition of us or a change in our management. These provisions include a classified board of directors, a prohibition on actions by written consent of our stockholders, and the ability of the board of directors to issue preferred stock without stockholder approval. In addition, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, or the DGCL, which prohibits stockholders owning in excess of 15% of the outstanding combined organization voting stock from merging or combining with the combined organization. Although we believe these provisions collectively will provide for an opportunity to receive higher bids by requiring potential acquirers to negotiate with our board of directors, they would apply even if the offer may be considered beneficial by some stockholders. In addition, these provisions may frustrate or prevent any attempts by our stockholders to replace or remove then-current management by making it more difficult for stockholders to replace members of the board of directors, which is responsible for appointing the members of management.

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Anti-takeover provisions in our charter documents could discourage, delay or prevent a change in control of us and may affect the trading price of our common stock.

Our corporate documents and the DGCL contain provisions that may enable our board of directors to resist a change in control of us even if a change in control were to be considered favorable by our stockholders. These provisions:

●stagger the terms of our board of directors and require 66 and 2/3% stockholder voting to remove directors, who may only be removed for cause;
   
 ●authorize539,633 shares of our boardCommon Stock issued to Lincoln Park as consideration for its commitment to purchase shares of directors to issue “blank check” preferred stockour Common Stock under the Purchase Agreement; and to determine the rights and preferences of those shares, which may be senior to our common stock, without prior stockholder approval;
   
 ●establish advance notice requirements for nominating directors and proposing mattersUp to be voted on by stockholders10,000,000 shares of our Common Stock that we may sell to Lincoln Park under the Purchase Agreement from time to time after the date of this prospectus. All sales are at stockholders’ meetings;our sole discretion.
   
Common Stock outstanding before the offering●29,666,068 shares, as of September 12, 2022 (which includes the 539,633 Commitment Shares previously issued to Lincoln Park upon the execution of the Purchase Agreement).prohibit our stockholders from calling a special meeting and prohibit stockholders from acting by written consent;
   
Common Stock outstanding after the offering●39,666,068 shares. The actual number of shares issued will vary depending on the prices at which we sell shares, if any, to Lincoln Park.require 66 and 2/3% stockholder voting to effect certain amendments to our certificate of incorporation and bylaws; and
   
Use of proceedsWe will receive no proceeds from the sale of shares of Common Stock by Lincoln Park in this offering. We may receive up to $15,000,000 in aggregate gross proceeds under the Purchase Agreement (as defined below) from any sales we make to Lincoln Park pursuant to the Purchase Agreement after the date of this prospectus. Any proceeds that we receive from sales to Lincoln Park under the Purchase Agreement will be used for working capital and general corporate purposes. See “Use of Proceeds.”
Nasdaq Capital Market Trading Symbol“HYRE”
Risk factorsYou should carefully consider the information set forth in this prospectus and, in particular, the specific factors set forth in the “Risk Factors” section beginning on page 5 of this prospectus before deciding whether or not to invest in our Common Stock.
The number of shares of Common Stock to be outstanding upon completion of this offering is based on 29,666,068 shares of Common Stock outstanding as of September 12, 2022 (which includes the 539,633 Commitment Shares), and excludes:
 ●prohibit cumulative votingoutstanding options exercisable to acquire an aggregate of 503,768 shares of our Common Stock, exercisable at a weighted average exercise price of $0.83 per share;
●1,456,307 outstanding restricted stock units that may be settled in our Common Stock; and
●outstanding warrants to purchase an aggregate of 3,398,117 shares of our Common Stock, all of which are exercisable at a weighted average exercise price of $1.08 per share.
●82 shares of our Common Stock reserved for issuance under our 2018 Equity Incentive Plan (the “2018 Plan”), plus any future increases, including annual automatic evergreen increases, in the electionnumber of directors, which limitsshares of Common Stock reserved for issuance; and
●3,008,482 shares of our Common Stock reserved for issuance under our 2021 Equity Incentive Plan (the “2021 Plan”), plus any future increases, including annual automatic evergreen increases, in the abilitynumber of minority stockholders to elect director candidates.shares of Common Stock reserved for issuance.

These provisions could discourage, delay

Unless otherwise indicated, this prospectus assumes no exercise of outstanding stock options or preventwarrants and no settlement of outstanding restricted stock units.
Purchase Agreement with Lincoln Park
On August 15, 2022, we entered into a transaction involving a changepurchase agreement with Lincoln Park, which we refer to in controlthis prospectus as the Purchase Agreement, pursuant to which Lincoln Park has agreed to purchase from us up to an aggregate of us. These provisions could also discourage proxy contests and make it more difficult for stockholders$15,000,000 of our Common Stock (subject to elect directors of their choosing and cause uscertain limitations) from time to take other corporate actions our stockholders desire.

Our amended and restated certificate of incorporation designatestime over the Court of Chanceryterm of the State of Delaware asPurchase Agreement. Also on August 15, 2022, we entered into the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or agents.

Our amended and restated certificate of incorporation provides that, unless we consent in writing to an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for any derivative action or proceeding brought on our behalf, any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees or agents to us or our stockholders, any action asserting a claim arisingRegistration Rights Agreement, pursuant to any provision ofwhich we have filed with the DGCL, our amended and restated certificate of incorporation or our amended and restated bylaws or any action asserting a claimSEC the registration statement that is governed by the internal affairs doctrine, in each case subjectincludes this prospectus to the Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein and the claim not being one which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery orregister for which the Court of Chancery does not have subject matter jurisdiction. This exclusive forum provision would not apply to suits brought to enforce any liability or duty created byresale under the Securities Act, the shares of Common Stock that have been or may be issued to Lincoln Park under the Exchange Act or any other claimPurchase Agreement. Pursuant to the terms of the Purchase Agreement, at the time we signed the Purchase Agreement and the Registration Rights Agreement, we issued 539,633 Commitment Shares to Lincoln Park as consideration for which the federal courts have exclusive jurisdiction.Any person purchasing or otherwise acquiring any interest in anyits commitment to purchase shares of our common stock shall be deemed to have notice of and to have consented to this provision of our amended and restated certificate of incorporation.

This choice of forum provision may limit our stockholders’ ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, employees or agents, which may discourage such lawsuits against us and our directors, officers, employees and agents even though an action, if successful, might benefit our stockholders. Stockholders who do bring a claim inCommon Stock under the Court of Chancery could face additional litigation costs in pursuing any such claim, particularly if they do not reside in or near Delaware. The Court of Chancery may also reach different judgments or results than would other courts, including courts where a stockholder considering an action may be located or would otherwise choose to bring the action, and such judgments or results may be more favorable to us than to our stockholders. Alternatively, if a court were to find this provision of our amended and restated certificate of incorporation inapplicable to, or unenforceable in respect of, one or morePurchase Agreement. For further discussion of the specified typesPurchase Agreement, refer to the section titled “Lincoln Park Transaction” below.

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Table of actions or proceedings, we may incur additional costs associated with resolving such mattersContents
RISK FACTORS
Investing in other jurisdictions, which could haveour securities involves a material adverse effect on our business, financial condition or resultshigh degree of operations.

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We have broad discretion in the userisk. Any of the net proceeds from this offeringrisks and may not use them effectively.

Our management will have broad discretion in the application of the net proceeds from this offeringuncertainties set forth herein or therein could materially and could spend the proceeds in ways that do not necessarily improveadversely affect our business, results of operations and financial condition, which in turn could materially and adversely affect the trading price or enhance the value of our common stock. Our failure to applysecurities. As a result, you could lose all or part of your investment. The risks described in these funds effectivelydocuments are not the only ones we face. There may be other unknown or unpredictable economic, business, competitive, regulatory or other factors that could have a material adverse effecteffects on our business, financial condition, operating resultsfuture results. Please also read carefully the section below entitled “Special Note Regarding Forward-Looking Statements.”

Risks Related to This Offering
The sale or issuance of our Common Stock to Lincoln Park may cause dilution and cash flow, andthe sale of the shares of Common Stock acquired by Lincoln Park, or the perception that such sales may occur, could cause the price of our common stockCommon Stock to decline.

fall. If youWe have filed, or intend to file, additional registration statements covering the resale of our shares by the holders thereof and any such sales could have a negative impact on the trading price our stock.

On August 15, 2022, we entered into the Purchase Agreement with Lincoln Park, pursuant to which Lincoln Park has committed to purchase up to $15,000,000 of our Common Stock. Upon the common stockexecution of the Purchase Agreement, we issued a one-time commitment fee of 539,633 shares to Lincoln Park as consideration for its commitment to purchase shares of our Common Stock under the Purchase Agreement. The remaining 10,000,000 shares of our Common Stock being registered for resale hereunder that may be issued under the Purchase Agreement may be sold by us to Lincoln Park at our discretion from time to time over a 24-month period commencing after the satisfaction of certain conditions set forth in the Purchase Agreement, including that the SEC has declared effective the registration statement that includes this offering, youprospectus. The purchase price for the shares that we may sell to Lincoln Park under the Purchase Agreement will experience immediate and substantial dilution in your investment. You will experience further dilution if we issue additional equity securities in future fundraising transactions.

Sincefluctuate based on the price per share of our common stock being offered is substantially higher thanCommon Stock. Depending on market liquidity at the net tangible book value per sharetime, sales of such shares may cause the trading price of our common stock, youCommon Stock to fall.

We generally have the right to control the timing and amount of any future sales of our shares to Lincoln Park. Sales of our Common Stock, if any, to Lincoln Park will suffer substantial dilution with respectdepend upon market conditions and other factors to the net tangible book valuebe determined by us. We may ultimately decide to sell to Lincoln Park all, some or none of the common stock you purchase in this offering. After giving effect to our sale of 3,500,000additional shares of our common stock that may be available for us to sell pursuant to the Purchase Agreement. If and when we do sell shares to Lincoln Park, after Lincoln Park has acquired the shares, Lincoln Park may resell all, some or none of those shares at any time or from time to time in this offering at an assumed public offering priceits discretion. Therefore, sales to Lincoln Park by us could result in substantial dilution to the interests of $3.35 per share, which was the last reported sale priceother holders of our common stock onCommon Stock. Additionally, the Nasdaq Capital Market on July 12, 2019, and our net tangible book value as of March 31, 2019, if you purchase shares of common stock in this offering, you will suffer immediate and substantial dilution of $2.37 per share with respect to the net tangible book value of the common stock. See the section entitled “Dilution” elsewhere in this prospectus for a more detailed discussion of the dilution you will incur if you purchase common stock in this offering.

If we issue additional common stock, or securities convertible into or exchangeable or exercisable for common stock following the expiration of the lock-up agreements entered into with the underwriter as described in the section entitled “Underwriting” elsewhere in this prospectus, our stockholders, including investors who purchase shares of common stock in this offering, could experience additional dilution, and any such issuances may result in downward pressure on the price of our common stock.

Future sales of shares by existing stockholders could cause our stock price to decline.

Salessale of a substantial number of shares of our common stockCommon Stock to Lincoln Park, or the anticipation of such sales, could make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect sales.

We intend to file a separate registration statement registering the resale by certain securityholders of the Warrants and the Common Stock that will be issued upon the exercise of such Warrants. In addition, we intend to file a separate registration statement registering the resale by the Purchasers of Common Stock issued to such Purchasers pursuant to the PIPE Agreement. Once such separate registration statements are effective, the securityholders selling pursuant to such separate registration statements will determine the timing, pricing and rate at which they sell such shares into the public market and such sales could occurhave a significant negative impact on the trading price of our Common Stock.
We may not have access to the full amount available under the Purchase Agreement with Lincoln Park.
Under our Purchase Agreement with Lincoln Park, we may, at any time. These sales, orour discretion from time to time over a 24-month period commencing after the perceptionsatisfaction of certain conditions set forth in the market that the holders of a large number ofPurchase Agreement, on any single business day, direct Lincoln Park to purchase shares of our common stock intendCommon Stock in amounts up to sell100,000 shares, could reduce the market price of our common stock.

As of March 31, 2019, we had outstanding optionswhich amounts may be increased to purchase an aggregate of 2,378,376 options of our common stock, exercisable at a weighted average exercise price of $2.44 per share, and outstanding warrantsup to purchase an aggregate of 510,507200,000 shares of our common stock, all of which are exercisable at a weighted average exercise price of $3.67 per share. The exercise of such outstanding options and warrants will result in further dilution of your investment. If our existing stockholders sell substantial amounts of our common stock in the public market, or if the public perceives that such sales could occur, this could have an adverse impactdepending on the market price of our common stock, evenCommon Stock at the time of sale and subject to a maximum commitment by Lincoln Park of $1,000,000 per single regular purchase. Although the Purchase Agreement provides that we may sell up to $15,000,000 of our Common Stock to Lincoln Park, only 10,539,633 shares of our Common Stock are being offered under this prospectus, which represents: (i) 539,633 Commitment Shares that we already issued to Lincoln Park as consideration for making the commitment under the Purchase Agreement, and (ii) an additional 10,000,000 shares which may be issued to Lincoln Park in the future under the Purchase Agreement, if there is no relationship between such salesand when we sell shares to Lincoln Park under the Purchase Agreement.

Depending on the market prices of our Common Stock at the time we elect to issue and sell shares to Lincoln Park under the Purchase Agreement, we may need to register for resale under the Securities Act additional shares of our Common Stock in order to receive aggregate gross proceeds equal to the $15,000,000 total commitment available to us under the Purchase Agreement. Assuming a purchase price of $1.27 per share (the closing sale price of the Common Stock on September 16, 2022) and the performancepurchase by Lincoln Park of the 10,000,000 shares that are being registered for resale under this prospectus that we may sell to Lincoln Park under the Purchase Agreement from time to time after the date of this prospectus, total gross proceeds to us would only be $12,700,000.
The extent we rely on Lincoln Park as a source of funding will depend on a number of factors including, the prevailing market price of our business.

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Common Stock and the extent to which we are able to secure working capital from other sources including our ATM program and the closing of our PIPE Agreement. If obtaining sufficient funding from Lincoln Park were to prove unavailable or prohibitively dilutive, we will need to secure another source of funding in order to satisfy our working capital needs. If we elect to issue and sell more than the 10,000,000 shares offered under this prospectus to Lincoln Park, which we have the right, but not the obligation, to do, we must first register for resale under the Securities Act any such additional shares, which could cause additional substantial dilution to our stockholders. Even if we sell all $15,000,000 under the Purchase Agreement to Lincoln Park, we may still need additional capital to fully implement our business, operating and development plans. Should the financing we require to sustain our working capital needs be unavailable or prohibitively expensive when we require it, the consequences could be a material adverse effect on our business, operating results, financial condition and prospects.

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SPECIALCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements which are made pursuant to the safe harbor provisions of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act.Act of 1934, as amended (the “Exchange Act”). These statements may be identified by such forward-looking terminology as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue” or the negative of these terms or other comparable terminology. Our forward-looking statements are based on a series of expectations, assumptions, estimates and projections about our company, are not guarantees of future results or performance and involve substantial risks and uncertainty. We may not actually achieve the plans, intentions or expectations disclosed in these forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in these forward-looking statements. Our business and our forward-looking statements involve substantial known and unknown risks and uncertainties, including the risks and uncertainties inherent in our statements regarding:

●the impacts of COVID-19, or other future pandemics on our business, results of operations, financial position and cash flows;
 ●our ability to add new customers or increase listings or rentals oneffectively manage our platform;

●growth and maintain and improve our ability to expand and train our sales team;corporate culture;

 ●the potential benefits of and our ability to maintain, our relationships with ridesharing companies, and to establish or maintain future collaborations or strategic relationships, or obtain additional funding;

●our marketing capabilities and strategy;from time to time to obtain additional funding;

 ●our ability to maintain a cost-effective insurance program;marketing capabilities and strategy;

 ●our ability to retain the continued service of our key professionals and to identify, hire and retain additional qualified professionals;maintain a cost-effective insurance program;

 ●our competitive position, and developments and projections relating to our competitors and our industry;industry being in the early stages of growth;

 ●our history of operating losses, and the accuracy of our estimates regarding expenses, future revenue, capital requirements and needs for additional financing;
●our investments in new and enhanced products and offerings, and the effect of these investments on our results of operations;
●our ability to retain the continued service of our key professionals and to identify, hire and retain additional qualified professionals;

●our competitive position, and developments and projections relating to our competitors and our industry;
●our ability to manage risks related to technology systems and security breaches;
 ●the impactoutcome of pending, threatened or future litigation;
●our ability to comply with existing, modified, or new laws and regulations.regulations applying to our business; and
●those factors discussed in “Part I, Item IA. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021, which is incorporated herein by reference.

All of our forward-looking statements are as of the date of this prospectus only. In each case, actual results may differ materially from such forward-looking information. We can give no assurance that such expectations or forward-looking statements will prove to be correct. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors, including those described in the section titled “Risk Factors” in our Annual Report on Form 10-K, and elsewhere in this prospectus. An occurrence of, or any material adverse change in, one or more of the risk factors or risks and uncertainties referred to in our Annual Report on Form 10-K for the year ended December 31, 2021 or this prospectus or included in our other public disclosures or our other periodic reports or other documents or filings filed with or furnished to the U.S. Securities and Exchange CommissionSEC could materially and adversely affect our business, prospects, financial condition and results of operations. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this prospectus. Except as required by law, we do not undertake or plan to update or revise any such forward-looking statements to reflect actual results, changes in plans, assumptions, estimates or projections or other circumstances affecting such forward-looking statements occurring after the date of this prospectus, even if such results, changes or circumstances make it clear that any forward-looking information will not be realized. Any public statements or disclosures by us following this prospectus that modify or impact any of the forward-looking statements contained in this prospectus will be deemed to modify or supersede such statements in this prospectus.

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This prospectus may include market data and certain industry data and forecasts, which we may obtain from internal company surveys, market research, consultant surveys, publicly available information, reports of governmental agencies and industry publications, articles and surveys. Industry surveys, publications, consultant surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but the accuracy and completeness of such information is not guaranteed. While we believe that such studies and publications are reliable, we have not independently verified market and industry data from third-party sources.
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USE OF PROCEEDS

This prospectus relates to shares of our Common Stock that may be offered and sold from time to time by Lincoln Park. We will receive no proceeds from the sale of shares of Common Stock by Lincoln Park in this offering.
We may receive up to $15,000,000 in aggregate gross proceeds under the Purchase Agreement from any sales we make to Lincoln Park pursuant to the Purchase Agreement after the date of this prospectus. We estimate that the net proceeds to us from our issuance andthe sale of 3,500,000 sharesour Common Stock to Lincoln Park pursuant to the Purchase Agreement will be up to approximately $15,000,000 over an approximately 24-month period, assuming that we sell the full amount of our common stockCommon Stock that we have the right, but not the obligation, to sell to Lincoln Park under the Purchase Agreement, which does not take into account any fees and expenses that may be incurred by us. See “Plan of Distribution” elsewhere in this offering will be approximately $10,788,750, assuming an offering price of  $3.35 per share, which was the last reported sale price of our common stock on the Nasdaq Capital Market on July 12, 2019, after deducting the underwriting discount and estimated offering expenses payable by us. If the underwriter exercises its over-allotment option in full, we estimate that the net proceeds from this offering will be approximately $12,459,563. The actual offering price per share will be determined between us and the underwriter at the time of pricing, and may be at a discount to the current market price.

prospectus for more information.

We currently intend to use the estimated net proceeds to us from this offeringwe receive under the Purchase Agreement for general corporate purposes, includingwhich may include operating expenses, working capital, sales, customer support, technology and marketing activities,for potential strategic acquisitions and general and administrative matters.

Thisrelationships.

The expected use of the net proceeds from this offeringwe receive under the Purchase Agreement represents our intentions based upon our current plans and business conditions. The amounts and timing of our actual expenditures may vary significantly depending on numerous factors. We may find it necessary or advisable to use the net proceeds from this offering for other purposes,factors and, weas a result, our management will haveretain broad discretion inover the application of net proceeds from this offering.

Pending our useallocation of the net proceeds from this offering,offering. Until we intend to investuse the net proceeds we receive under the Purchase Agreement for the purposes described above, we may invest them in a variety of capital preservation investments, including short-term, investment-grade, interest-bearing instruments and U.S. government securities.

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DIVIDEND POLICY LINCOLN PARK TRANSACTION

General
On August 15, 2022, we entered into the Purchase Agreement and the Registration Rights Agreement with Lincoln Park. Pursuant to the terms of the Purchase Agreement, Lincoln Park has agreed to purchase from us up to $15,000,000 of our Common Stock (subject to certain limitations) from time to time during the term of the Purchase Agreement. Pursuant to the terms of the Registration Rights Agreement, we have filed with the SEC the registration statement that includes this prospectus to register for resale under the Securities Act the shares that have been or may be issued to Lincoln Park under the Purchase Agreement.
Pursuant to the terms of the Purchase Agreement, at the time we signed the Purchase Agreement and the Registration Rights Agreement, we issued a one-time commitment fee of 539,633 Commitment Shares to Lincoln Park as consideration for its commitment to purchase shares of our Common Stock under the Purchase Agreement.
We do not have the right to commence any sales to Lincoln Park under the Purchase Agreement until certain conditions set forth in the Purchase Agreement, all of which are outside of Lincoln Park’s control, have been satisfied, including the registration statement that includes this prospectus being declared effective by the SEC (such date, the “Commencement”). Thereafter, we may, from time to time and at our sole discretion, direct Lincoln Park to purchase shares of our Common Stock in amounts up to 100,000 shares on any single business day from and after the Commencement, which amounts may be increased to up to 200,000 shares of our Common Stock depending on the market price of our Common Stock at the time of sale, subject to a maximum of $1,000,000 per purchase. In addition, upon notice to Lincoln Park, we may, from time to time and at our sole discretion, direct Lincoln Park to purchase additional shares of our Common Stock in “accelerated purchases” and/or “additional accelerated purchases” as set forth in the Purchase Agreement. The purchase price per share is based on the market price of our Common Stock at the time of sale as computed under the Purchase Agreement. Lincoln Park may not assign or transfer its rights and obligations under the Purchase Agreement.
The Purchase Agreement prohibits us from directing Lincoln Park to purchase any shares of Common Stock if those shares, when aggregated with all other shares of our Common Stock then beneficially owned by Lincoln Park, would result in Lincoln Park and its affiliates having beneficial ownership of more than 9.99% of the then issued and outstanding shares of our Common Stock (the “Beneficial Ownership Cap”).
Purchase of Shares Under the Purchase Agreement
Regular Purchases
Under the Purchase Agreement, on any business day selected by us, we may direct Lincoln Park to purchase up to 100,000 shares of our Common Stock, which we refer to as the Regular Purchase Share Limit, on such business day (the “Regular Purchase Date”) in a regular purchase (a “Regular Purchase”), provided, however, that (i) the Regular Purchase Share Limit may be increased to up to 150,000 shares, provided that the closing sale price is not below $1.00 on the applicable purchase date and (ii) the Regular Purchase Share Limit may be increased to up to 200,000 shares, provided that the closing sale price is not below $2.00 on the applicable purchase date. In each case, the maximum amount of any single Regular Purchase may not exceed $1,000,000 per purchase. The Regular Purchase Share Limit is subject to proportionate adjustment in the event of a reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction.
The purchase price per share for each such Regular Purchase will be equal to the lower of:
1.the lowest sale price for our Common Stock on the applicable Regular Purchase Date of such shares; and
2.the arithmetic average of the three lowest closing sale prices for our Common Stock during the 10 consecutive business days ending on the business day immediately preceding such Regular Purchase Date.
Accelerated Purchases
We may also direct Lincoln Park, on any business day on which we have properly submitted a Regular Purchase notice, to purchase an additional amount of our Common Stock, which we refer to as an Accelerated Purchase, on the following business day (the “Accelerated Purchase Date”), of up to the lesser of:
1.25% of the trading volume of shares of our Common Stock on the Accelerated Purchase Date (during a time period specified in the Purchase Agreement); and
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2.three times the applicable Regular Purchase Share Limit for the corresponding Regular Purchase.
The purchase price per share for each such Accelerated Purchase will be equal to the lower of 95% of:
1.the volume weighted average price of our Common Stock on the applicable Accelerated Purchase Date (during a time period specified in the Purchase Agreement); and
2.the closing sale price of our Common Stock on the applicable Accelerated Purchase Date.
In the case of the Accelerated Purchases, the purchase price per share will be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction occurring during the business days used to compute the purchase price.
Additional Accelerated Purchases
We may also direct Lincoln Park, on any business day on which an Accelerated Purchase has been completed and all of the shares to be purchased thereunder have been properly delivered to Lincoln Park in accordance with the Purchase Agreement, provided that the sale price of our Common Stock has not fallen below any minimum price threshold set forth in the applicable purchase notice provided by us to Lincoln Park and certain other conditions of the Purchase Agreement are met, to purchase an additional amount of our Common Stock (an “Additional Accelerated Purchase”), of up to the lesser of:
1.25% of the aggregate shares of our Common Stock traded during a certain portion of the normal trading hours on such Accelerated Purchase Date as determined in accordance with the Purchase Agreement (such period of time, the “Additional Accelerated Purchase Period”); and
2.three times the applicable Regular Purchase Share Limit corresponding to the Accelerated Purchase that was completed on such Accelerated Purchase Date on which an additional accelerated purchase notice was properly received.
We may, in our sole discretion, submit multiple Additional Accelerated Purchase notices to Lincoln Park, on a single Accelerated Purchase date, provided that all prior Accelerated Purchases and Additional Accelerated Purchases (including those that have occurred earlier on the same day) have been completed and all of the shares to be purchased thereunder have been properly delivered to Lincoln Park in accordance with the Purchase Agreement.
The purchase price per share for each such Additional Accelerated Purchase will be equal to the lower of 95% of:
1.the volume weighted average price of our Common Stock during the applicable Additional Accelerated Purchase Period on the applicable Additional Accelerated Purchase Date; and
2.the closing sale price of our Common Stock on the applicable Additional Accelerated Purchase Date.
In the case of the Additional Accelerated Purchases, the purchase price per share will be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction occurring during the business days used to compute the purchase price.
Actual sales of shares of Common Stock to Lincoln Park under the Purchase Agreement will depend on a variety of factors to be determined by us from time to time, including (among others) market conditions, the trading price of our Common Stock and determinations by us as to available and appropriate sources of funding for our operations. The Purchase Agreement prohibits us from issuing or selling to Lincoln Park under the Purchase Agreement any shares of our Common Stock if those shares, when aggregated with all other shares of our Common Stock then beneficially owned by Lincoln Park, would exceed the Beneficial Ownership Cap.
Events of Default
Events of default under the Purchase Agreement include the following:
●the effectiveness of the registration statement of which this prospectus forms a part lapses for any reason (including, without limitation, the issuance of a stop order or similar order), or any required prospectus supplement and accompanying prospectus are unavailable for the sale by us or the resale by Lincoln Park of our Common Stock offered hereby, and any such lapse or unavailability continues for a period of 10 consecutive business days or for more than an aggregate of 30 business days in any 365-day period, subject to certain exclusions;
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●suspension by our principal market of our Common Stock from trading for a period of one business day;
●the de-listing of our Common Stock from The Nasdaq Capital Market, our principal market, provided our Common Stock is not immediately thereafter trading on The Nasdaq Global Market, The Nasdaq Global Select Market, the New York Stock Exchange, the NYSE Arca, the NYSE American, the OTC Bulletin Board, the OTCQB or the OTCQX operated by the OTC Markets Group, Inc. (or any nationally recognized successor to any of the foregoing);
●the failure of our transfer agent to issue to Lincoln Park shares of our Common Stock by the second business day after the applicable date on which Lincoln Park is entitled to receive such shares;
●any breach by us of the representations or warranties or covenants contained in the Purchase Agreement or Registration Rights Agreement that has or could have a material adverse effect on us and, in the case of a breach of a covenant which is reasonably curable, only if such breach is not cured within five business days;
●any person commences a proceeding against us pursuant to or within the meaning of any bankruptcy law;
●if we, pursuant to or within the meaning of any bankruptcy law, (i) commence a voluntary case, (ii) consent to the entry of an order for relief against us in an involuntary case, (iii) consent to the appointment of a receiver, trustee, assignee, liquidator or similar official under any bankruptcy law (a “Custodian”) of us or for all or substantially all of our property or (iv) make a general assignment for the benefit of our creditors or are generally unable to pay our debts as the same become due;
●a court of competent jurisdiction enters an order or decree under any bankruptcy law that (i) is for relief against us in an involuntary case, (ii) appoints a Custodian for us or for all or substantially all of our property, or (iii) orders the liquidation of us; or
●if at any time we are not eligible to transfer our Common Stock electronically as DWAC Shares.
Lincoln Park does not have the right to terminate the Purchase Agreement upon any of the events of default set forth above. During an event of default, all of which are outside of Lincoln Park’s control, we may not direct Lincoln Park to purchase any shares of our Common Stock under the Purchase Agreement.
Our Termination Rights
We have never declaredthe unconditional right, at any time, for any reason and without any payment or paidliability to us, to give notice to Lincoln Park to terminate the Purchase Agreement upon one business day’s notice. In the event of bankruptcy proceedings by or against us, the Purchase Agreement will automatically terminate without action of any cash dividendsparty.
No Short-Selling or Hedging by Lincoln Park
Lincoln Park has agreed that neither it nor any of its affiliates shall engage in any direct or indirect short-selling or hedging of our Common Stock during any time prior to the termination of the Purchase Agreement.
Prohibitions on Variable Rate Transactions
There are no restrictions on future financings, rights of first refusal, participation rights, penalties or liquidated damages in the Purchase Agreement or Registration Rights Agreement other than a prohibition on entering into a “Variable Rate Transaction,” as defined in the Purchase Agreement.
Effect of Performance of the Purchase Agreement on Our Stockholders
All 10,539,633 shares registered in this offering which have been or may be issued or sold by us to Lincoln Park under the Purchase Agreement are expected to be freely tradable. It is anticipated that shares registered in this offering will be sold over a period of up to 24 months commencing on the date that the registration statement including this prospectus becomes effective. The sale by Lincoln Park of a significant amount of shares registered in this offering at any given time could cause the market price of our capital stock. We intendCommon Stock to retain future earnings,decline and to be highly volatile. Sales of our Common Stock to Lincoln Park, if any, to finance the operation and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our financial condition, results of operations, capital requirements, business prospectsdepend upon market conditions and other factors to be determined by us. We may ultimately decide to sell to Lincoln Park all, some or none of the additional shares of our boardCommon Stock that may be available for us to sell pursuant to the Purchase Agreement. If and when we do sell shares to Lincoln Park, after Lincoln Park has acquired the shares, Lincoln Park may resell all, some or none of directors deems relevant.

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those shares at any time or from time to time in its discretion. Therefore, sales to Lincoln Park by us under the Purchase Agreement may result in substantial dilution to the interests of other holders of our Common Stock. In addition, if we sell a substantial number of shares to Lincoln Park under the Purchase Agreement, or if investors expect that we will do so, the actual sales of shares or the mere existence of our arrangement with Lincoln Park may make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect such sales. However, we have the right to control the timing and amount of any additional sales of our shares to Lincoln Park and the Purchase Agreement may be terminated by us at any time at our discretion without any cost to us.

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Table of ContentsCAPITALIZATION

Pursuant to the terms of the Purchase Agreement, we have the right, but not the obligation, to direct Lincoln Park to purchase up to $15,000,000 of our Common Stock, exclusive of the 539,633 Commitment Shares issued to Lincoln Park on the date of the Purchase Agreement. Depending on the price per share at which we sell our Common Stock to Lincoln Park pursuant to the Purchase Agreement, we may need to sell to Lincoln Park under the Purchase Agreement more shares of our Common Stock than are offered under this prospectus in order to receive aggregate gross proceeds equal to the $15,000,000 total commitment available to us under the Purchase Agreement. If we choose to do so, we must first register for resale under the Securities Act such additional shares of our Common Stock, which could cause additional substantial dilution to our stockholders. The number of shares ultimately offered for resale by Lincoln Park under this prospectus is dependent upon the number of shares we direct Lincoln Park to purchase under the Purchase Agreement.
The Purchase Agreement prohibits us from issuing or selling to Lincoln Park under the Purchase Agreement any shares of our Common Stock if those shares, when aggregated with all other shares of our Common Stock then beneficially owned by Lincoln Park, would exceed the Beneficial Ownership Cap.
The following table sets forth the amount of gross proceeds we would receive from Lincoln Park from our cash, cash equivalents and short-term investments and capitalization assale of March 31, 2019, as follows:

shares to Lincoln Park under the Purchase Agreement at varying purchase prices:
Assumed Average Purchase Price Per Share
 
Number of Registered Shares to be Issued if Full Purchase (1)
Percentage of Outstanding Shares After Giving Effect to the Issuance to Lincoln Park (2)
Proceeds from the Sale of Shares to Lincoln Park Under the $15M   Purchase Agreement
$0.50 
4,392,532(3)
 12.90%$2,196,266
$1.00 10,000,000 25.21%$10,000,000
$1.27(4)10,000,000 25.21%$12,700,000
$1.50 10,000,000 25.21%$15,000,000
$2.00 7,500,000 20.18%$15,000,000
$2.50 6,000,000 16.82%$15,000,000
(1)●Although the Purchase Agreement provides that we may sell up to $15,000,000 of our Common Stock to Lincoln Park, we are only registering 10,539,633 shares under this prospectus which represents: (i) 539,633 Commitment Shares that we already issued to Lincoln Park as consideration for making the commitment under the Purchase Agreement, and (ii) an additional 10,000,000 shares which may be issued to Lincoln Park in the future under the Purchase Agreement, if and when we sell shares to Lincoln Park under the Purchase Agreement, and which may or may not cover all the shares we ultimately sell to Lincoln Park under the Purchase Agreement, depending on the purchase price per share. As a result, we have included in this column only those shares that we are registering in this offering.
(2)The denominator is based on an actual basis; and

●on an29,666,068 shares outstanding as of September 12, 2022 (which includes the 539,633 Commitment Shares previously issued to Lincoln Park upon the execution of the Purchase Agreement), as adjusted basis to give effectinclude the issuance of the number of shares set forth in the adjacent column which we would have sold to our issuance and saleLincoln Park, assuming the purchase price in the adjacent column. The numerator is based on the number of 3,500,000shares issuable under the Purchase Agreement at the corresponding assumed purchase price set forth in the adjacent column.
(3)Pursuant to the Purchase Agreement, if the average price paid for the shares is less than $0.9536 per shares, then the number of shares to be issued will not exceed 4,392,532 shares, which equals 19.99% of the Company’s outstanding shares of common stock in this offering at an assumed public offering priceCommon Stock as of $3.35 per share, which was the last reporteddate of the Purchase Agreement.
(4)The closing sale price of our common stockCommon Stock on the Nasdaq Capital Market on July 12, 2019, after deducting the estimated underwriting discount and estimated offering expenses payable by us.September 16, 2022.

Our capitalization following

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DILUTION
The sale of our Common Stock to Lincoln Park pursuant to the closingPurchase Agreement will have a dilutive impact on our stockholders. In addition, the lower our stock price is at the time we exercise our right to sell shares to Lincoln Park, the more shares of this offeringour Common Stock we will be adjusted based onissue to raise our desired amount of proceeds from the actual offering price and other terms of this offering determined at pricing. You should read this information in conjunction with our financial statementssale, and the related notes appearing atgreater the enddilution to our existing stockholders .
The historical net tangible book value of this prospectus, the information set forth under the headings “Use of Proceeds,” “Selected Historical Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the other financial information contained in this prospectus.

  As of March 31, 2019 
  Actual  As Adjusted 
  (unaudited) 
  (in thousands, except share and per share data) 
Cash, cash equivalents and short-term investments $6,338,871  $17,127,631 
         
Stockholders’ equity:        
Common stock, par value $0.00001 per share; 50,000,000 shares authorized, 12,191,508 shares issued and outstanding, actual; 50,000,000 shares authorized, 15,691,508 shares issued and outstanding, as adjusted  122   157 
Preferred stock, par value $0.00001 per share; 15,000,000 shares authorized, no shares issued and outstanding, actual and as adjusted  —   — 
Additional paid-in capital  23,064,096   33,852,811 
Subscription receivable – related party  (7,447)  (7,447)
Accumulated deficit  (18,194,355)  (18,194,355)
Total stockholders’ equity  4,862,416   15,651,166 
Total capitalization $4,862,416  $15,651,166 

The outstanding historical share information and additional paid-in capital in the table above is based on 12,191,508 shares of common stock outstandingour company as of March 31, 2019 and excludes, as of that date, the following:

●93,489 shares of our common stock reserved for future issuance pursuant to outstanding options under our 2016 Equity Incentive Plan;

●1,373,700 shares of our common stock reserved for future issuance pursuant to outstanding options and restricted stock units under our 2018 Equity Incentive Plan; and

●510,507 shares of our common stock issuable upon the exercise of warrants to purchase shares of our common stock outstanding at a weighted average exercise price of $3.67 per share.

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DILUTION

If you invest in our common stock in this offering, your ownership interest will be immediately diluted to the extent of the difference between the public offering priceJune 30, 2022 was $(2,538,437) or approximately $(0.12) per share and the as adjustedof Common Stock. Historical net tangible book value per share of our common stock after this offering.

As of March 31, 2019, our historicalis determined by dividing the net tangible book value of our company (total tangible assets less total liabilities) by the number of outstanding shares of our Common Stock as of June 30, 2022 .

After giving effect to (i) the issuance of 5,789,716 shares of Common Stock for total proceeds of $4,999,998.74 pursuant to the PIPE Agreement, (ii) the issuance of 1,028,811 shares of Common Stock for total proceeds of $1,326,996.49 pursuant to the ATM, and (iii) the issuance of 539,633 shares of Common Stock to Lincoln Park as a commitment fee, for which no separate cash consideration was $4,653,105,received,  our pro forma net tangible book value as of June 30, 2022 was $3,788,558.23, or $0.38$0.13 per share of our common stock.  NetPro forma net tangible book value per share representsis determined by dividing the net tangible book value of our totalcompany (total tangible assets less the book value of our total liabilities, dividedliabilities) by the number of outstanding shares of our common stock outstanding as of March 31, 2019.

Common Stock.

After giving further effect to ourthe sale of 3,500,00010,000,000 shares of our common stock in this offering at an assumed public offering priceCommon Stock to Lincoln Park pursuant to the Purchase Agreement and assuming gross proceeds of $3.35 per share, which wasapproximately $12,700,000 from the last reported sale of shares to Lincoln Park pursuant to the Purchase Agreement (based on the closing price of our common stockCommon Stock on the Nasdaq Capital Market on July 12, 2019, and after deducting the estimated underwriting discount and estimated offering expenses payable by us,September 16, 2022), our as adjusted net tangible book value as of March 31, 2019June 30, 2022 would have been approximately $15.44 million,$16,488,558.20 or approximately $0.98$0.42 per share. This amount represents an immediate increase in net tangible book value of $0.60approximately $0.29 per share to our existing stockholders and an immediate dilution in net tangible book value of approximately $2.37 per share to new investors purchasing shares of our common stock in this offering. We determine dilution by subtracting our as adjusted net tangible book value per share after this offering from the amount of cash per share of common stock paid by new investors in this offering. stockholders.
The following table illustrates this dilution:

Assumed public offering price per share $3.35 
Historical net tangible book value per share as of March 31, 2019 $0.38 
Increase in net tangible book value per share attributable to new investors participating in this offering  0.60 
​  ​ 
As adjusted net tangible book value per share after this offering $0.98 
​  ​ 
Dilution per share to new investors in this offering $2.37 

Each $1.00 increase (decrease) in the assumed public offering price of $3.35dilution on a per share which was the last reported sale price of our common stock on the Nasdaq Capital Market on July 12, 2019, would increase (decrease) the as adjusted net tangible book value per share after this offering by approximately $3,500,000, andbasis:

Assumed offering price per share$1.27
Historical net tangible book value per share as of June 30, 2022$(0.12)
Pro forma net tangible book value per share as of June 30, 2022$0.13
Increase in pro forma net tangible book value per share attributable to this offering$0.29
Pro forma as adjusted net tangible book value per share after this offering$0.42
Dilution per share to new investors$0.85
The hypothetical dilution per share to new investors by approximately $0.79, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discount and estimated offering expenses payable by us. Each increase (decrease) of 1.0 million shares in the number of shares offered by us would increase (decrease) our as adjusted net tangible book value per share after this offering by approximately $0.13 per share and decrease (increase) the dilution to new investors by approximately ($0.13) per share, assuming the assumed public offering price remains the same, and after deducting the estimated underwriting discount and the estimated offering expenses payable by us.

The foregoing tables and calculations arecalculation shown above is based on the number of21,843,648 shares of our common stockissued and outstanding as of March 31, 2019June 30, 2022 and excludes, as of that date, the following:

excludes:
 ●93,943outstanding options exercisable to acquire an aggregate of 503,768 shares of our common stock reserved for future issuance under our 2016 Equity Incentive Plan;

●1,373,700 shares of our common stock reserved for future issuance under our 2018 Equity Incentive Plan; and

●510,507 shares of our common stock issuable upon the exercise of warrants to purchase shares of our common stock outstandingCommon Stock, exercisable at a weighted average exercise price of $3.67$0.83 per share.share;
●1,456,307 outstanding restricted stock units that may be settled in our Common Stock;

●outstanding warrants to purchase an aggregate of 3,398,117 shares of our Common Stock, all of which are exercisable at a weighted average exercise price of $1.08 per share;
●82 shares of our Common Stock reserved for issuance under our 2018 Plan, plus any future increases, including annual automatic evergreen increases, in the number of shares of Common Stock reserved for issuance; and
●3,008,482 shares of our Common Stock reserved for issuance under our 2021 Plan, plus any future increases, including annual automatic evergreen increases, in the number of shares of Common Stock reserved for issuance.
The discussion of dilution assumes no exercise or settlement of any outstanding equity awards, exercise of warrants, or other potentially dilutive securities. The exercise of potentially dilutive securities having an exercise price less than the offering price would increase the dilutive effect to new investors.
In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent anythat we raise additional capital through the sale of the outstanding options or warrants described above are exercised, new options are issued or we issue additional shares of common stock or other equity or convertible debt securities, in the future, there will beissuance of these securities could result in further dilution to investors participating in this offering. If allour stockholders.
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MARKET PRICE OF AND DIVIDENDS ON COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS
Market Information
Our Common Stock is currently listed on the outstanding options and warrants described above had been exercised asNasdaq Capital Market under the symbol “HYRE.” As of March 31, 2019,September 16, 2022, the as adjusted net tangible book value per share after this offering would be $1.07, and total dilution per share to new investors would be $2.28.

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DESCRIPTION OF CAPITAL STOCK

The following descriptions are summaries of the material termsclosing price of our amended and restated certificate of incorporation, which will be effective uponCommon Stock as reported on the closing of this offering and amended and restated bylaws, which will be effective upon the effectiveness of the registration statement of which this prospectus is a part. The descriptions of the common stock and convertible preferred stock give effect to changes to our capital structure that will occur immediately prior to the completion of this offering. We refer in this section to our amended and restated certificate of incorporation as our certificate of incorporation, and we refer to our amended and restated bylaws as our bylaws.

General

Our authorized capital stock will consists of 50,000,000 shares of common stock, par value $0.00001 per share, and 15,000,000 shares of preferred stock, par value $0.00001 per share, of which no shares of preferred stock are designated or issued.

Nasdaq Capital Market was $1.27.

Holders
As of July 15, 2019, 12,331,348 sharesSeptember 16, 2022, there were 13 holders of record of our common stock were outstanding and held by 28 stockholders of record.Common Stock. The actual number of holders of our common stockstockholders is greater than this number of record holders, and includes stockholders who are beneficial owners, but whose shares are held in street name by brokers and other nominees.
Dividend Policy
We have never declared or paid any cash dividends. We currently expect to retain all future earnings, if any, for use in the operation and expansion of our business, and therefore do not anticipate paying any cash dividends in the foreseeable future.
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MANAGEMENT
Executive Officers and Board of Directors
The following table sets forth the names, ages and positions of our current executive officers and directors:
Name
Age
Position
Joseph Furnari41Chief Executive Officer and Director
Brian Allan60President
Serge De Bock41Chief Financial Officer, until September 30, 2022
Eduardo Iniguez36Interim Chief Financial Officer, effective September 30, 2022
Michael Furnari37Chief Business Development Officer
Greg Tatem58Chief Technology Officer
Grace Mellis50Chairman of the Board of Directors
Brooke Skinner Ricketts41Director
Michael Root61Director
Jayaprakash Vijayan49Director
Board of Directors
Class I Director
Michael Root — Director
Since September 2019, Mr. Root has served as a Partner and Chief Technology Officer of Playa Vista Equity LLC, a commercial real estate development and asset management firm that specializes in structuring and managing institutional-quality, high-return, risk-adjusted equity investments. Since 2019, Mr. Root has also served as Partner and Chief Technology Officer of EB-5 Equity Development Partners, a commercial real estate development and asset management firm that specializes in high-return, risk-adjusted equity investments. From October 2016 to June 2017, Mr. Root was the Chief Technology Officer of Dog Vacay, a dog boarding service that was later acquired by A Place for Rover, Inc (“Rover”). From November 2008 to March 2015, Mr. Root was the Technology Director for Riot Games Inc., a video game company. Mr. Root received a B.S. in nuclear engineering from the University of Wisconsin — Madison in 1994. We believe Mr. Root is qualified to serve on our Board due to his business and technology experience.
Class II Directors
Joseph Furnari — Director, Chief Executive Officer
Joseph Furnari has served as our Chief Executive Officer since January 2017. From May 2016 until his appointment as Chief Executive Officer, Mr. Furnari served as our Chief Financial Officer. Prior to joining HyreCar, from May 2014 to April 2016, Mr. Furnari served as Vice President of Portfolio Management at The Palisades Group, LLC, where he managed a portfolio of single family residential whole loan pools. From October 2009 to April 2014, he served as Assistant Vice President of Securitized Products Valuation at Morgan Stanley. From April 2006 to October 2009, Mr. Furnari served as a Senior Analytics Analyst at JP Morgan Chase & Co. Mr. Furnari holds a BBA in Finance from the Lubin School of Business at Pace University. We believe Mr. Furnari is qualified to serve as a member of our Board due to his extensive experience in the financial services industry.
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Jayaprakash “Jay” Vijayan — Director
Jayaprakash “Jay” Vijayan has served as a member of our Board since April 2019. Mr. Vijayan is currently the Founder and Chief Executive Officer of Tekion Corp. (2016 to present), an innovative startup technology company serving the automotive retail industry. He served at Tesla, Inc. as its Chief Information Officer (NASDAQ: TSLA), from 2012 to 2016 and was responsible for the company’s information systems, including applications, infrastructure, network, operations, and corporate and product security. Prior to Tesla, from 2007 to 2012, Mr. Vijayan led the IT Business Applications organization for VMware, Inc. (NYSE: VMW) and led product development teams for Oracle (NYSE: ORCL). Since June 2018, Mr. Vijayan has served on the Board of NIC Inc., a digital government software and service provider for federal, state, and local governments in the United States (NASDAQ: EGOV). Mr. Vijayan holds a BS and MS in Geology from the University of Madras in Chennai, Tamil Nadu, India. We believe Mr. Vijayan is qualified to serve on our Board because of his extensive industry and public company board member experience.
Class III Directors
Grace Mellis — Chairman of the Board of Directors
Grace Mellis has an extensive financial services and management background and has served as a member of our Board since January 2018. Grace is the founder and director of IGA Capital since August 2016, which provides finance and management advisory services. From November 2013 to July 2016, Ms. Mellis served in various roles at Greendot Corporation including SVP Corporate Finance and Business Intelligence and Chief Financial Officer. Prior to that, Ms. Mellis was a Managing Director at JP Morgan where from November 2004 to November 2013 she served in a number of roles, including Chief Financial Officer in their Corporate and Investment Bank covering Investor Services and Treasury and Securities Services Businesses and Head of International Strategy and Business Development. Ms. Mellis holds both a Bachelor’s degree and Masters of Business Administration from Harvard University. We believe Ms. Mellis is qualified to serve on our Board due to her extensive background in finance and business management.
Brooke Skinner Ricketts — Director
Brooke Skinner Ricketts has served as a member of our Board since July 2018. Ms. Skinner Ricketts brings nearly two decades of relevant marketing and automotive industry expertise to HyreCar, and currently serves as Chief Experience Officer, leading marketing, product, and design for Cars.com, where she has been an executive leader since 2016. Prior to Cars.com, Ms. Skinner Ricketts served as vice president of brand and design of Avant, an online fintech platform that provides credit alternatives consumers from 2016 to 2017. Before Avant, Ms. Skinner Ricketts was head of brand strategy at Twitter, responsible for revenue-driving creative ideas for Fortune 200 clients. Prior to that, Ms. Skinner Ricketts worked at leading advertising agency Foote Cone & Belding before becoming the head of Brand Strategy at Digitas in Chicago and San Francisco. Ms. Skinner Ricketts has a BA from Bard College. We believe Ms. Skinner Ricketts is qualified to serve on our Board because of her extensive industry and business experience.
Executive Officers
Brian Allan — President
Brian Allan, age 59, was appointed as our President effective March 1, 2021, and prior to that served as the Company’s Senior Vice-President of Strategic Partnerships since 2018. In that role Mr. Allan’s duties included leading the Company’s dealer and strategic partnership initiatives. Prior to joining the Company in 2018, Mr. Allan served as the Group General Manager at Galpin Motors, a privately held automotive dealer. Mr. Allan began working at Galpin Motors in 1985 in various roles and was promoted to Group General Manager in 1995. Mr. Allan has also served on several original equipment manufacturer dealer councils and advisory boards for automotive and technology firms.
Serge De Bock — Chief Financial Officer (until September 30, 2022)
Serge De Bock was appointed as our Chief Financial Officer effective July 5, 2021 and has resigned from such position effective September 30, 2022. Prior to joining the Company Mr. De Bock served as the Senior Vice President of Finance at Spin, a Ford mobility company, acting as its Divisional Chief Financial Officer, a position he held since April 2020. In his role as Divisional Chief Financial Officer at Spin Mr. De Bock led the finance, accounting and procurement functions of the organization. Prior to his tenure at Spin, from March 2018 through until April 2020, Mr. De Bock served as the Head of Finance of Twitch, an interactive gaming, social video, and content platform, part of Amazon. Prior to joining Twitch, starting in May 2012 Mr. De Bock held various positions at Liberty Mutual Insurance, including serving as an Assistant Vice President and Senior Director, Strategy, Finance and Analytics where he led teams providing analytical support, strategic planning and financial reporting in the organization. Mr. De Bock also previously held roles at PricewaterhouseCoopers, Deloitte and Staples in respectively public accounting, M&A and finance capacities. Mr. De Bock is a 2002 graduate of the Université Catholique de Louvain and received an MBA from The University of Chicago Booth School of Business in 2009.
Eduardo Iniguez — Interim Chief Financial Officer (effective September 30, 2022)
In connection with the departure of Serge De Bock as our Chief Financial Officer, Eduardo Iniguez has been appointed to serve as our interim Chief Financial Officer, effective September 30, 2022. Mr. Iniguez currently serves as the Head of Finance of the Company. Before joining the Company, Mr. Iniguez was the Vice President of Corporate Finance at AllClear Aerospace & Defense from September 2018 to May 2022, which was the largest privately-held aerospace distribution company in the world. In that role, Mr. Iniguez served as the Chief Financial Officer for one of the company’s joint ventures while overseeing the company’s finance and accounting functions. He brings over 14 years of experience in operational finance, treasury, budgeting, net working capital management, and public accounting. Through years of managing complex M&A deals and direct responsibility for 11 P&Ls, he brings a disciplined approach to financial analysis and management, including a solid track record of managing cash burn and improving EBITDA performance. Mr. Iniguez earned his Master of Business Administration in Finance degree and Bachelor of Science degrees in Business Administration and Accounting from the University of Southern California.
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Michael Furnari —Chief Business Development Officer
Michael Furnari has served as our Director of Sales since May 2016 and as our Chief Business Development Officer since October 2017. From August 2016 until June 2018, Mr. Furnari served as our Secretary. From August 2016 until January 2017 and again from April 2017 until January 10, 2018, Mr. Furnari served as member of our Board. Prior to joining HyreCar, from June 2013 to May 2016, Mr. Furnari served as Sales Manager at Hyatt Residence Group (HRG) Carmel Highlands, the highest volume property in the group’s portfolio. From December 2010 to June 2013, Mr. Furnari served as Facilities Manager at Target Corporation. Mr. Furnari holds a BA in Economics from the University of California, Santa Cruz and an MBA from California State University, Monterey Bay.
Greg Tatem — Chief Technology Officer
Greg Tatem, age 58, was appointed as our Chief Technology Officer effective May 23, 2022. From December 2013 until joining the Company, Mr. Tatem served as the Chief Technology Officer of wine.com, an online retailer of wines. Prior to his tenure at wine.com, from October 2013 through December 2013, Mr. Tatem served as the Director of e-commerce engineering at Williams-Sonoma, Inc. (NYSE: WSM), a consumer retail company that focuses on kitchenware and home furnishings. Prior to joining Williams Sonoma, Inc., Mr. Tatem served in roles focused on engineering and/or product development at various organizations including Linden Lab, a technology company focused developing platforms to create virtual experiences, Fuego Nation, a social networking solutions company, and Picaboo, a company focused on providing custom photos. Mr. Tatem is a 1990 graduate of the University of California, Los Angeles.
Family Relationships
Joseph Furnari, our Chief Executive Officer, and Michael Furnari, our Chief Business Development Officer, are brothers.
Involvement in Certain Legal Proceedings
To the best of our knowledge, none of our directors or executive officers have, during the past ten years, been involved in any legal proceedings described in subparagraph (f) of Item 401 of Regulation S-K.
Arrangement between Officers and Directors
To our knowledge, there is no arrangement or understanding between any of our officers and any other person, including our directors, pursuant to which the officer was selected to serve as an officer.
Director Independence
The Board periodically reviews relationships that directors have with our company to determine whether the directors are independent. Directors are considered “independent” as long as they do not accept any consulting, advisory or other compensatory fee (other than director fees) from us, are not an affiliated person of our company or our subsidiaries (e.g., an officer or a greater than 10% stockholder) and are independent within the meaning of applicable United States laws, regulations and the Nasdaq Capital Market listing rules. In this latter regard, the Board uses the Nasdaq Marketplace Rules (specifically, Section 5605(a)(2) of such rules) as a benchmark for determining which, if any, of our directors are independent, solely in order to comply with applicable SEC disclosure rules.
Based on the above, the Board considers Grace Mellis, our Chairman, Brooke Skinner Ricketts, Michael Root, and Jayaprakash Vijayan to be “independent” members of our Board.
The following table identifies our independent and non-independent Board and Committee members in accordance with NASDAQ Listing Rule 5605(a)(2):
Name
Independent
Audit
Compensation
Corporate
Governance/
Nominating
Joseph Furnari
Grace MellisXX*X*X*
Michael RootXX
Brooke Skinner RickettsXXXX
Jayaprakash VijayanXX
*Chairman of the committee
Classified Board of Directors
In accordance with the terms of our amended and restated certificate of incorporation and our amended and restated, our Board is divided into three classes. The members of each class serve for a staggered, three-year term. Upon the expiration of the term of a class of directors, directors in that class will be elected for three-year terms at the annual meeting of stockholders in the year in which their term expires. The classes are composed as follows:
●Michael Root is a Class I director, whose term will expire at the 2025 Annual Meeting;
●Joseph Furnari and Jayaprakash Vijayan are Class II directors, whose term will expire at the annual meeting of stockholders to be held in 2023; and
●Grace Mellis and Brooke Skinner Ricketts are Class III directors, whose term will expire at the annual meeting of stockholders to be held in 2024.
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EXECUTIVE COMPENSATION
The following is a discussion of compensation arrangements of our named executive officers (the “Named Executive Officers”). As an “emerging growth company” as defined in the JOBS Act, we are not required to include a Compensation Discussion and Analysis section and have elected to comply with the scaled disclosure requirements applicable to emerging growth companies.
Our Named Executive Officers for the year ended December 31, 2021 include our principal executive officer and the two next most highly compensated executive officers during the year ended December 31, 2021:
●Joseph Furnari;
●Brian Allan; and
●Ken Grimes
Summary Compensation Table
The following table summarizes the compensation of our Named Executive Officers during the years ended December 31, 2021 and 2020.
Name and Principal
Position
Year
 
Salary
($)
  
Bonus
($)(1)
  
Stock
Awards
($)(2)
  
Option
Awards
($)
  
All Other
Compensation
($)
  
Total
($)
 
Joseph Furnari,
2021  277,500   16,800   586,000   —   —   880,300 
Chief Executive Officer2020  215,000   40,000   181,000   —   —   436,000 
                          
Brian Allan,
2021  200,000   8,700   1,085,400   —   —   1,294,100 
President2020  —   —   —   —   —   — 
                          
Ken Grimes(3),
2021  197,500   —   586,000   —   —   783,500 
Former Chief Technology Officer2020  185,000   30,000   200,200   —   —   415,200 
(1)Bonuses are reported for the fiscal years in which they are earned, although such bonuses are paid during the following fiscal year. Bonuses earned for the 2021 fiscal year were paid in September 2022. Bonuses earned for the 2020 fiscal year were paid in February 2021.
(2)The stock award value for fiscal year 2021 represents the aggregate grant date fair value computed in accordance with ASC Topic 718. The assumptions used in the valuation of these awards are set forth in the notes to our financial statements, which are included in our Annual Report on Form 10-K, filed with the SEC on March 15, 2022. These amounts do not necessarily correspond to the actual value that may be recognized by the Named Executive Officers. The value reported for fiscal year 2020 is the fair value of the common shares issued to the individuals indicated in the option swap transaction that occurred during 2020 and is not representative of the stock-based compensation recorded under ASC 718. These amounts do not necessarily correspond to the actual value that may be recognized by the Named Executive Officers.
(3)Ken Grimes stepped down as our Chief Technology Officer effective May 23, 2022, and remained in a transitional role with the Company until July 15, 2022.
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Employment Agreements
Named Executive Officers
Joseph Furnari — Chief Executive Officer, Director
On September 12, 2016, the Company entered into an Employment Agreement with Mr. Joseph Furnari, which may be terminated by the Company at any time, for any reason, with or without cause. Subject to the discretion of the Board, Mr. Furnari is considered for an annual incentive bonus. In addition, the agreement also provided for the grant of 489,025 restricted shares of the Company’s Common Stock under the Company’s 2016 Equity Incentive Plan. On January 9, 2020, the Compensation Committee of the Board approved new base compensation for Mr. Furnari, effective January 1, 2020, in the amount of $215,000 annually. On February 22, 2021, the Compensation Committee of the Board approved new base compensation for Mr. Furnari, effective March 1, 2021, in the amount of $290,000 annually, and approved a stock bonus of 50,000 shares. Also, on February 22, 2021, the Compensation Committee approved a year-end bonus for Mr. Furnari in the amount of $40,000 for fiscal year 2020 performance. In September 2022, the Compensation Committee approved a year-end bonus for Mr. Furnari in the amount of $16,800 for fiscal year 2021 performance.
Brian Allan – President
Mr. Allan’s employment is at will. At the time of his appointment as President Mr. Allan’s base salary was set at the annual rate of $240,000 and agreed to grant to Mr. Allan a certain number of restricted stock units. At the time of appointment Mr. Allan agreed to enter into an agreement that imposes various restrictive covenants on Mr. Allan, with the terms of that agreement to be similar to those entered into by other nominees. This numberCompany executives.
Ken Grimes – Former Chief Technology Officer
As of holdersDecember 31, 2021, Mr. Grimes’s was an employee at will. At the time of record also does not include stockholders whose shares mayhis appointment as Chief Technology Officer, Mr. Grimes’s base salary was set at the rate of $200,000. At the time of appointment Mr. Grimes agreed to enter into an agreement that imposes various restrictive covenants on Mr. Grimes, with the terms of that agreement to be held in trustsimilar to those entered into by other entities.

Company executives. Effective as of May 23, 2022, Mr. Grimes stepped down as our Chief Technology Officer and entered into a transition services agreement (the “Transition Agreement”) pursuant to which Mr. Grimes continued to provide advisory and transitional services to the Company until July 15, 2022 (the “Separation Date”).

Pursuant to the Transition Agreement, and subject to continued compliance with the terms thereof, Mr. Grimes was entitled to the following during the transitional period from May 23, 2022 until July 15, 2022:
●continued base salary at the annualized rate of $200,000 and benefits at the same, or substantially similar, levels as provided in his role as Chief Technology Officer; and
●100,000 shares of the Company’s Common Stock, which were issued on August 5, 2022, provided that Mr. Grimes (i) was not earlier terminated for Cause (as defined in the Transition Agreement), (ii) did not breach the terms of the Transition Agreement and (iii) executed a customary Confidential Separation and General Release Agreement on the Separation Date which required him to release all claims he may have had against the Company and reaffirm certain obligations as set forth in the Transition Agreement.
The Transition Agreement contains customary restrictions on any disparagement of the Company by Mr. Grimes and restrictions on Mr. Grimes’ use of the Company’s confidential information. Pursuant to the Transition Agreement, Mr. Grimes will be subject to customary non-solicitation provisions until the second anniversary of Separation Date.
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Outstanding Equity Awards at 2021 Fiscal Year-End
The following table presents information concerning unexercised options and unvested restricted stock awards for each Named Executive Officer outstanding as of December 31, 2021.
  
Option Awards
 
Stock Awards
Name
 
 
Number of
Securities
Underlying
Unexercised
Options (#)
(Exercisable)
 
 
Number of
Securities
Underlying
Unexercised
Options (#)
(Unexercisable)
 
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)
 
 
Option
Exercise
Price
($)
 
 
Option
Expiration
Date
 
 
Number of
Shares or
Units of
Stock
That Have
Not
Vested
(#)
 
  
Market
Value of
Shares or
Units
of Stock
That
Have Not
Vested
($)
 
 
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
that Have
Not
Vested
(#)
 
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
that Have
Not
Vested
($)
Joseph Furnari
                     
Chief Executive Officer  148,570     0.71 04/06/2027          
Brian Allan,
             34,375(2)   558,000   
President                     
Ken Grimes(1),
             9,375(3)   38,040   
Former Chief Technology Officer                     
(1)Ken Grimes stepped down as our Chief Technology Officer effective May 23, 2022, and remained in a transitional role with the Company until July 15, 2022.
(2)These restricted stock units vest in equal installments every three months beginning May 18, 2022 until November 18, 2024.
(3)As of December 31, 2021, these restricted stock units were scheduled to vest as follows: (i) 1,250 shares on January 1, 2022; (ii) 938 shares on February 8, 2022; (iii) 1,250 shares on April 1, 2022; (iv) 937 shares on May 1, 2022; (v) 938 shares on August 1, 2022; (vi) 1,250 shares on July 1, 2022; (vii) 1,250 shares on October 1, 2022; (viii) 1,250 shares on January 23, 2022; (ix) 312 shares on April 1, 2023. Due to his departure from the Company, shares that remained unvested after July 2022 were forfeited.
Director Compensation
The following table sets forth summary information concerning the total compensation delivered to our non-employee directors in 2021 for services to our Company (including equity awards delivered in 2021 intended as compensation for services provided to the Company, and for its benefit since commencing their service with the Company).
Name
 
 
Fees Earned or Paid
in Cash
($)
  
Option Awards
($)
  
Stock Awards
($)(1)
  
Total
($)
 
Grace Mellis  60,000   —   871,955   931,955 
Brooke Skinner Ricketts  —   —   596,673   596,673 
Michael Root  —   —   539,319   539,319 
Jayaprakash Vijayan  —   —   516,387   516,387 
(1)         The value of the stock awards represents the aggregate grant date fair value of stock based awards computed in accordance with ASC Topic 718. The assumptions used in the valuation of these awards are set forth in the notes to our financial statements, which are included in our Annual Report on Form 10-K, filed with the SEC on March 15, 2022.
Retirement Plans
We maintain a 401(k) plan for the benefit of our employees, including our named executive officers.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial ownership of shares of our Common Stock

as of September 12, 2022 by (i) each person known to beneficially own more than 5% of our outstanding common stock, (ii) each of our directors, (iii) each of our named executive officers and (iv) all directors and executive officers as a group. Shares are beneficially owned when an individual has voting and/or investment power over the shares or could obtain voting and/or investment power over the shares within 60 days of September 12, 2022. Except as otherwise indicated, the persons named in the table have sole voting and investment power with respect to all shares beneficially owned, subject to community property laws, where applicable. Unless otherwise indicated, the address of each beneficial owner listed below is c/o HyreCar Inc., 915 Wilshire Blvd., Suite 1950, Los Angeles, CA 90017.

Name of Beneficial Owner
 
Shares of Common
Stock Beneficially
Owned
  
Percentage of Shares
Beneficially Owned(1)
 
Executive officers and directors:
        
Grace Mellis(2)
  324,873   1.10%
Michael Root(3)
  142,134   *%
Joseph Furnari(4)
  542,177   1.83%
Brooke Skinner Ricketts(5)
  231,186   *%
Jayaprakash Vijayan(6)
  94,001   *%
Brian Allan(7)
  80,750   *%
Ken Grimes(8)
  262,938   *%
All Officers and Directors as a group (9 persons)
  2,139,216   7.21%
         
5% or greater holders:
        
Arctis Global, LLC (9)
  3,430,981   11.57%
State Street Corporation (SSgA) (10)
  1,620,236   5.46%
The Goldman Sachs Group, Inc.(11)
  1,751,211   5.90%
less than 1%
(1)As of September 12, 2022, there were 29,666,068 shares of our Common Stock were outstanding. Shares of Common Stock currently issuable or issuable within 60 days of September 12, 2022 are deemed to be outstanding in computing the percentage of beneficial ownership of the person holding such securities, but are not deemed to be outstanding in computing the percentage of beneficial ownership of any other person
(2)Includes (i) 315,975 shares of Common Stock beneficially held by Ms. Mellis; and (ii) 8,898 shares of Common Stock currently issuable or issuable within 60 days of September 12, 2022 pursuant to restricted stock units held by Ms. Mellis.
(3)Includes (i) 136,630 shares of Common Stock beneficially held by Mr. Root; and (ii) 5,504 shares of Common Stock currently issuable or issuable within 60 days of September 12, 2022 pursuant to restricted stock units held by Mr. Root.
(4)Includes (i) 393,607 shares of Common Stock beneficially held by Mr. J. Furnari; and (ii) 148,570 shares of Common Stock currently issuable or issuable within 60 days of September 12, 2022 pursuant to options held by Mr. J. Furnari.
(5)Includes (i) 225,097 shares of Common Stock beneficially held by Ms. Skinner Ricketts; and (ii) 6,089 shares of Common Stock currently issuable or issuable within 60 days of September 12, 2022 pursuant to restricted stock units held by Ms. Skinner Ricketts.
(6)Includes (i) 88,731 shares of Common Stock beneficially held by Mr. Vijayan; and (ii) 5,270 shares of Common Stock currently issuable or issuable within 60 days of September 12, 2022 pursuant to restricted stock units held by Mr. Vijayan.
(7)Includes 80,750 shares of Common Stock beneficially held by Mr. Allan.
(8)Ken Grimes stepped down as our Chief Technology Officer effective May 23, 2022, and remained in a transitional role with the Company until July 15, 2022. After his departure, the unvested restricted stock units held by Mr. Grimes were forfeited.
(9)Based on the amendment to Schedule 13G filed by Arctis Global, LLC with the SEC on December 6, 2021, plus shares issued to an affiliate of Arctis Global, LLC pursuant to the PIPE Agreement. The address for Arctis Global, LLC is AM Towers, 7th Floor, 207 Calle de Parque, San Juan, PR 00912-3242.
(10)Solely based on the Schedule 13G filed by State Street Corporation and SSGA Funds Management, Inc. with the SEC on February 11, 2022. The address for State Street Corporation and SSGA Funds Management is State Street Financial Center, 1 Lincoln Street, Boston, MA 02111.
(11)Solely based on the Schedule 13G filed by The Goldman Sachs Group, Inc. with respect to various of its operating units with the SEC on January 31, 2022. The address for Goldman Sachs Group, Inc. is 200 West Street, New York, NY 10282.
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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
The holdersfollowing includes a summary of transactions since January 1, 2019 and any currently proposed transactions, to which we were or are to be a participant, in which (i) the amount involved exceeded or will exceed $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years; and (ii) any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than equity and other compensation, termination, change in control and other arrangements, which are described above in the section titled “Executive Compensation.”
We believe the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described below were comparable to terms available or the amounts that we would pay or receive, as applicable, in arm’s-length transactions.
PIPE Transaction
On September 7, 2022, we sold an aggregate of 5,789,716 shares of our Common Stock pursuant to the PIPE Agreement to an entity affiliated with Arctis Global, LLC, a beneficial owner of more than 5% of our capital stock, and certain other Purchasers. The shares sold pursuant to the PIPE Agreement were sold at a purchase price of $0.8636, which was the average closing price of our Common Stock as reported on Nasdaq for the five trading days immediately prior to the signing of the PIPE Agreement. We received total proceeds of approximately $5 million, of which approximately $1 million was paid by an entity affiliated with Arctis Global, LLC to purchase 1,157,943 shares of our common stock. At the time of issuance, the PIPE Shares were not registered under the Securities Act.
Pursuant to the PIPE Agreement, the Company also agreed to provide the entity affiliated with Arctis Global, LLC and the other Purchasers with certain registration rights which requires the Company to prepare and file a registration statement covering the resale of the PIPE Shares by the Purchasers (the “Resale Registration Statement”), with the SEC within 15 business days of the closing of the issuance of the PIPE Shares.
Promissory Notes
On August 15, 2022, the Company issued the Promissory Notes to each of Joseph Furnari, the Company’s Chief Executive Officer, and Michael Furnari, the Company’s Chief Business Development Officer. Pursuant to the respective Promissory Notes, Joseph Furnari and Michael Furnari agreed to loan the Company $200,000 and $300,000, respectively, on the date that certain closing conditions are satisfied. The Promissory Notes will accrue interest at a rate of 7% per year on the outstanding principal amounts. Any unpaid principal amounts and accrued interest under the Promissory Notes will be payable in full one year from the date such amounts are loaned, which has not yet occurred. As of the date of this prospectus, no interest or principal has yet been paid.
At the discretion of the Company’s Board of Directors, the aggregate unpaid principal amounts, and any unpaid accrued interest, may be convertible into shares of our Common Stock, at a conversion price that is equal to the last reported closing price of our Common Stock on the Nasdaq Capital Market.
Review, Approval or Ratification of Transactions with Related Parties
Our Board reviews and approves transactions with directors, officers and holders of five percent or more of our voting securities and their affiliates, each a related party. The material facts as to the related party’s relationship or interest in the transaction are disclosed to our Board prior to their consideration of such transaction, and the transaction is not considered approved by our Board unless a majority of the directors who are not interested in the transaction approve the transaction. Further, when stockholders are entitled to vote on a transaction with a related party, the material facts of the related party’s relationship or interest in the transaction are disclosed to the stockholders, who must approve the transaction in good faith.
Additionally, we adopted a written related party transactions policy that such transactions must be approved by our audit committee or another independent body of our Board.
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DESCRIPTION OF SECURITIES
The following summary of the material terms of the Company’s securities is not intended to be a complete summary of the rights and preferences of such securities. You are encouraged to read the applicable provisions of the DGCL, the Amended and Restated Charter and Bylaws in their entirety for a complete description of the rights and preferences of the Company’s securities. 
As of the date of this prospectus, our authorized capital stock consisted of 50,000,000 shares of Common Stock, $0.00001 par value per share, and 15,000,000 shares of preferred stock, $0.00001 par value per share. Our Board may establish the rights and preferences of the preferred stock from time to time. As of September 12, 2022, there were 29,666,068 shares of our Common Stock issued and outstanding and no shares of our preferred stock issued and outstanding.
Common Stock
We are authorized to issue up to a total of 50,000,000 shares of Common Stock, par value $0.00001 per share. Holders of our Common Stock are entitled to one vote for each share held on all matters submitted to a vote of our stockholders. Holders of our Common Stock have no cumulative voting rights. All shares of Common Stock offered hereby will, when issued, be fully paid and nonassessable, including shares of Common Stock issued upon the stockholders. Theexercise of Common Stock warrants or subscription rights, if any.
Further, holders of our common stock do notCommon Stock have any cumulative voting rights. Holders of our common stock are entitled to receive ratably any dividends declared by the board of directors out of funds legally available for that purpose, subject to any preferential dividend rights of any outstanding preferred stock. Our common stock has no preemptive rights,or conversion rights or other subscription rights or redemption or sinking fund provisions.

In the event ofrights. Upon our liquidation, dissolution or windingwinding- up, holders of our common stock will beCommon Stock are entitled to share ratably in all assets remaining after payment of all debts and other liabilities and anythe liquidation preferencepreferences of any of our outstanding shares of preferred stock.

Subject to preferences that may be applicable to any outstanding shares of preferred stock, holders of our Common Stock are entitled to receive dividends, if any, as may be declared from time to time by our Board of Directors out of our assets which are legally available. Such dividends, if any, are payable in cash, in property or in shares of capital stock.

The holders of a majority of the shares of our capital stock, represented in person or by proxy, are necessary to constitute a quorum for the transaction of business at any meeting. If a quorum is present, an action by stockholders entitled to vote on a matter is approved if the number of votes cast in favor of the action exceeds the number of votes cast in opposition to the action, with the exception of the election of directors, which requires a plurality of the votes cast.
Preferred Stock

Our board of directors has the authority, without further action by ourthe stockholders, to issue up to 15,000,000 shares of preferred stock in one or more series and to fix the rights,designations, powers, preferences, privileges, and relative participating, optional, or special rights as well as the qualifications, limitations, or restrictions thereof. These rights, preferences and privileges could includeof the preferred stock, including dividend rights, conversion rights, voting rights, terms of redemption, and liquidation preferences, sinking fund terms and the number of shares constituting, or the designation of, such series, any or all of which may be greater than the rights of our common stock. The issuancethe Common Stock. Our board of ourdirectors, without stockholder approval, can issue convertible preferred stock with voting, conversion, or other rights that could adversely affect the voting power and other rights of the holders of commonCommon Stock. Preferred stock and the likelihood that such holders will receive dividend payments and payments upon our liquidation. In addition,could be issued quickly with terms calculated to delay or prevent a change of control or make removal of management more difficult. Additionally, the issuance of preferred stock couldmay have the effect of delaying, deferring or preventing a change in controldecreasing the market price of our company orCommon Stock, and may adversely affect the voting and other corporate action. We currentlyrights of the holders of Common Stock.
Series A Convertible Non-Voting Preferred Stock
On September 2, 2022, the Company filed the Certificate of Designations, which designated 1,500,000 shares of the Company’s preferred stock, par value $0.00001 per share, as Series A Convertible Non-Voting Preferred Stock, which is to be issued solely in the event and to the extent that Warrant 1 exceeds the Share Cap. As described in the Certificate of Designations, the shares of Series A Convertible Non-Voting Preferred Stock have no plansvoting rights.
As to issue additionaldividend rights and distributions declared by the Company’s Board of Directors, the shares of preferred stock.

Other Warrants

AsSeries A Convertible Non-Voting Preferred Stock rank (i) senior to any class or series of capital stock of the dateCompany created after the Filing Date specifically ranking by its terms junior to the Series A Convertible Non-Voting Preferred Stock (“Junior Securities”), (ii) on par with any class or series of this prospectus,capital stock of the Company created after the Filing Date specifically ranking by its terms on par with the Series A Convertible Non-Voting Preferred Stock (“Parity Securities”), (iii) junior to any class or series of capital stock of the Company created after the Filing Date specifically ranking by its terms senior to the Series A Convertible Non-Voting Preferred Stock (“Senior Securities”), and (iv) senior to the Common Stock. As to distributions of assets upon liquidation, dissolution or winding up of the Company, the shares of Series A Convertible Non-Voting Preferred Stock rank (i) senior to any class or series of Junior Securities, (ii) on par with any class or series of Parity Securities, (iii) junior to any class or series of Senior Securities, and (iv) on par with the Common Stock.

Each share of Series A Convertible Non-Voting Preferred Stock is convertible at any time at the holder’s option into such number of fully paid and non-assessable shares of Common Stock as determined by multiplying one share of Series A Convertible Non-Voting Preferred Stock by the Series A Conversion Rate in effect at the time of conversion. The “Series A Conversion Rate” is initially 1.0, but is subject to adjustment for On September 2, 2022 (the “Filing Date”), the Company filed the Certificate of Designations of Preferences, Rights and Limitations of the Series A Convertible Non-Voting Preferred Stock (the “Certificate of Designations”) with the Secretary of State of the State of Delaware. The Certificate of Designations provides for the designation of 1,500,000 shares of the Company’s preferred stock, par value $0.00001 per share, as Series A Convertible Non-Voting Preferred Stock (“Series A Convertible Non-Voting Preferred Stock”), which is to be issued solely in the event and to the extent that Warrant 1 exceeds the Share Cap (as such terms are defined below). As described in the Certificate of Designations, the shares of Series A Convertible Non-Voting Preferred Stock have no voting rights.
As to dividend rights and distributions declared by the Company’s Board of Directors, the shares of Series A Convertible Non-Voting Preferred Stock rank (i) senior to any class or series of capital stock of the Company created after the Filing Date specifically ranking by its terms junior to the Series A Convertible Non-Voting Preferred Stock (“Junior Securities”), (ii) on par with any class or series of capital stock of the Company created after the Filing Date specifically ranking by its terms on par with the Series A Convertible Non-Voting Preferred Stock (“Parity Securities”), (iii) junior to any class or series of capital stock of the Company created after the Filing Date specifically ranking by its terms senior to the Series A Convertible Non-Voting Preferred Stock (“Senior Securities”), and (iv) senior to the Common Stock. As to distributions of assets upon liquidation, dissolution or winding up of the Company, the shares of Series A Convertible Non-Voting Preferred Stock rank (i) senior to any class or series of Junior Securities, (ii) on par with any class or series of Parity Securities, (iii) junior to any class or series of Senior Securities, and (iv) on par with the Common Stock.
Each share of Series A Convertible Non-Voting Preferred Stock is convertible at any time at the holder’s option into such number of fully paid and non-assessable shares of Common Stock as determined by multiplying one share of Series A Convertible Non-Voting Preferred Stock by the Series A Conversion Rate in effect at the time of conversion. The “Series A Conversion Rate” is initially 1.0, but is subject to adjustment for stock splits and combinations, as specified in the Certificate of Designations. The Certificate of Designations further provides that the Company will not effect any conversion of the shares of Series A Convertible Non-Voting Preferred Stock in certain circumstances as detailed in the Certificate of Designations.
Additionally, the Series A Convertible Non-Voting Preferred Stock will automatically convert, without further action by a holder, in the event such holder, directly or indirectly, transfers such shares to a person other than the holder or an affiliate of such holder.
Warrants
On September 2, 2022, in connection with the Indenture Supplement, we had outstanding warrantsissued a warrant (“Warrant 1”) to a certain accredited investor, which may be exercised to purchase up to (i) 200,000an aggregate of 2,680,179 shares of common stockour Common Stock, at ana per share exercise price of $2.10 per share; (ii) 60,392equal to $1.02. Warrant 1 was immediately exercisable for 1,340,090 shares of commonour Common Stock, and the remaining shares will vest according to certain vesting criteria. If Warrant 1 would cause its holder or its affiliates to own five percent (5%) or more of the outstanding shares of the voting stock of the Company (the “Share Cap”), Warrant 1 shall be exercisable for the number of shares of Common Stock not to exceed the Share Cap with the remainder exercisable for our Series A Convertible Non-Voting Preferred Stock. Pursuant to Warrant 1, the determination of whether this Share Cap shall apply to reduce the number of voting shares for which Warrant 1 may be exercised is in the sole discretion of the holder of such Warrant 1.
On September 2, 2022, also in connection with the Indenture Supplement, and as described elsewhere in this prospectus, the Company issued another warrant (“Warrant 2”) to another accredited investor, which may be exercised to purchase up to an aggregate of 541,451 shares of our Common Stock, at ana per share exercise price of $2.00 per share; (iii) 28,993equal to $1.02. Warrant 2 was immediately exercisable for 270,726 shares of common stockour Common Stock, and the remaining shares will vest according to certain vesting criteria. Warrant 1 and Warrant 2 are collectively referred to as the “Warrants” herein.
Notes
As described above, on August 15, 2022, the Company issued the Promissory Notes to certain executive officers of the Company, in the aggregate principal amount of $500,000. The Promissory Notes will accrue interest at an exercisea rate of 7% per year on the outstanding principal amounts. Any unpaid principal amounts and accrued interest under the Promissory Notes will be payable in full one year from the date such amounts are loaned.
At the discretion of the Company’s Board of Directors, the aggregate unpaid principal amounts, and any unpaid accrued interest, may be convertible into shares of the Common Stock, at a conversion price that is equal to the last reported closing price of $7.50 per share, (iv) 45,522our Common Stock on Nasdaq.
Dividend Policy
We have never declared or paid any cash dividends on our capital stock, and we do not currently intend to pay any cash dividends on our Common Stock for the foreseeable future. We expect to retain future earnings, if any, to fund the development and growth of our business. Any future determination to pay dividends on our Common Stock will be at the discretion of our board of directors and will depend upon, among other factors, our financial condition, operating results, current and anticipated cash needs, plans for expansion and other factors that our board of directors may deem relevant.
Registration Rights
Pursuant to the PIPE Agreement, the Purchasers named therein have been granted certain registration rights related to the shares of common stock at an exercise priceour Common Stock acquired by them under the PIPE Agreement (collectively, the “Registrable Securities”). Under the PIPE Agreement, we are obligated to prepare and file a registration statement covering the resale of $3.19 per share; (v) 75,600the Registrable Securities by the Purchasers with the SEC within 15 business days of the closing of the issuance of the Registrable Securities. Such closing occurred on September 7, 2022.
Pursuant to the Registration Rights Agreement, Lincoln Park was granted certain registration rights related to the shares of common stock at an exercise priceCommon Stock that have been or may be issued to Lincoln Park under the Purchase Agreement (collectively, the “LP Registrable Securities”). Under the Registration Rights Agreement, we are obligated to prepare and file a registration statement covering the resale of $6.25 per share;the LP Registrable Securities by Lincoln Park with the SEC within 30 business days of entering into the Registration Rights Agreement. The registration statement of which this prospectus forms a part is intended to satisfy this obligation.
Pursuant to the Warrants, the holders named therein were granted certain registration rights related to the Warrants and (v) 100,000the underlying shares of common stock at an exercise price of $5.00 per share.

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2016 Equity Incentive Plan

An aggregate of 2,227,777 shares of common stock were initially reserved for issuance under our 2016 Equity Incentive Plan. As of March 31, 2019, we had 890,876 shares of common stock issuableCommon Stock upon exercise of outstanding stock optionssuch Warrants (collectively, the “Warrant Registrable Securities”). Under the Warrants, we were obligated to prepare and 93,489 sharesfile a registration statement covering the resale of common stock available for future awards. In connection with the adoptionRegistrable Securities by the holder within 10 days of our 2018 Equity Incentive Plan, no additional awards will be granted under our 2016 Equity Incentive Plan.

2018 Equity Incentive Plan

An aggregatethe issuance of 3,000,000 sharesthe Warrants. Such registration statement is being filed contemporaneously herewith

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Table of common stock are reserved for issuance under our 2018 Equity Incentive Plan. As of March 31, 2019, there were 1,487,500 shares issuable upon exercise of outstanding stock options and 1,373,700 shares of common stock available for future awards.

Contents

Anti-Takeover Effects of Provisions of Our Charter Documents

Our certificate of incorporation provides for our board of directors to be divided into three classes serving staggered terms. Approximately one-third of the board of directors will be elected each year. The provision for a classified board could prevent a party who acquires control of a majority of our outstanding voting stock from obtaining control of our board of directors until the second annual stockholders meeting following the date the acquirer obtains the controlling stock interest. The classified board provision could discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us and could increase the likelihood that incumbent directors will retain their positions. Our certificate of incorporation provides that directors may be removed with cause by the affirmative vote of the holders of a majority of the voting power of all of our outstanding stock or without cause by the affirmative vote of the holders of at least 66 and 2/3% of the voting power of all of our outstanding stock.  

Our certificate of incorporation provides that certain amendments of our certificate of incorporation and amendments by our stockholders of our bylaws require the approval of at least 66 and 2/3% of the voting power of all of our outstanding stock. These provisions could discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of our company and could delay changes in management.

Our certificate of incorporation also provides that, unless we consent in writing to an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for any derivative action or proceeding brought on our behalf, any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees or agents to us or our stockholders, any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, or DGCL, our certificate of incorporation or our bylaws or any action asserting a claim that is governed by the internal affairs doctrine, in each case subject to the Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein and the claim not being one which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery or for which the Court of Chancery does not have subject matter jurisdiction.This exclusive forum provision would not apply to suits brought to enforce any liability or duty created by the Securities Act or the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.This forum selection provision may limit our stockholders’ ability to bring a claim in a judicial forum that they find favorable for disputes with us or our directors, officers, employees or agents, which may discourage such lawsuits against us and our directors, officers, employees and agents even though an action, if successful, might benefit our stockholders.

Our bylaws establish an advance notice procedure for stockholder proposals to be brought before an annual meeting of our stockholders, including proposed nominations of persons for election to our board of directors. At an annual meeting, stockholders may only consider proposals or nominations specified in the notice of meeting or brought before the meeting by or at the direction of our board of directors. Stockholders may also consider a proposal or nomination by a person who was a stockholder at the time of giving notice and at the time of the meeting, who is entitled to vote at the meeting and who has complied with the notice requirements of our bylaws in all respects. The bylaws do not give our board of directors the power to approve or disapprove stockholder nominations of candidates or proposals regarding other business to be conducted at a special or annual meeting of our stockholders. However, our bylaws may have the effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed. These provisions may also discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of our company.

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Our bylaws provide that a special meeting of our stockholders may be called only by our Secretary and at the direction of our board of directors by resolution adopted by a majority of our board of directors. Because our stockholders do not have the right to call a special meeting, a stockholder could not force stockholder consideration of a proposal over the opposition of our board of directors by calling a special meeting of stockholders prior to such time as a majority of our board of directors, the chairperson of our board of directors, the president or the chief executive officer believed the matter should be considered or until the next annual meetingprovided that the requestor met the notice requirements. The restriction on the ability of stockholders to call a special meeting means that a proposal to replace our board of directors also could be delayed until the next annual meeting.

Our bylaws do not allow our stockholders to act by written consent without a meeting. Without the availability of stockholder action by written consent, a holder controlling a majority of our capital stock would not be able to amend our bylaws or remove directors without holding a stockholders’ meeting.

Anti-Takeover Effects of Delaware Law

We are subject to the provisions of Section 203 of the DGCL, or Section 203. Under Section 203, we would generally be prohibited from engaging in any business combination with any interested stockholder for a period of three years following the time that this stockholder became an interested stockholder unless:

 ●prior to this time, our board of directors approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;
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●upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder;stockholder, the interested stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, excluding shares owned by persons who are directors and also officers, and by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

 ●upon consummationat or subsequent to such time, the business combination is approved by our board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 and 2/3% of the transactionoutstanding voting stock that resulted in the stockholder becoming an interested stockholder,is not owned by the interested stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, excluding shares owned by persons who are directors and also officers, and by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; orstockholder.

●at or subsequent to such time, the business combination is approved by our board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 and 2/3% of the outstanding voting stock that is not owned by the interested stockholder.

Under Section 203, a “business combination” includes:

 ●any merger or consolidation involving the corporation and the interested stockholder;
 ●any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder;
 ●any sale,transaction that results in the issuance or transfer pledge or other dispositionby the corporation of 10% or more of the assetsany stock of the corporation involvingto the interested stockholder;stockholder, subject to limited exceptions;

 ●any transaction that results in the issuance or transfer byinvolving the corporation that has the effect of increasing the proportionate share of the stock of any stockclass or series of the corporation tobeneficially owned by the interested stockholder, subject to limited exceptions;stockholder; or

 ●any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation beneficially ownedreceipt by the interested stockholder;stockholder of the benefit of any loans, advances, guarantees, pledges or

● other financial benefits provided by or through the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation.

In general, Section 203 defines an interested stockholder as an entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation and any entity or person affiliated with or controlling or controlled by such entity or person.

Limitations on Liability,Indemnification of Officers and Directors and Insurance
We are governed by the DGCL. Section 145 of the DGCL provides that a corporation may indemnify any person, including an officer or director, who was or is, or is threatened to be made, a party to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person was or is an officer, director, employee or agent of such corporation or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such officer, director, employee or agent acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the corporation’s best interest and, for criminal proceedings, had no reasonable cause to believe that such person’s conduct was unlawful. A Delaware corporation may indemnify any person, including an officer or director, who was or is, or is threatened to be made, a party to any threatened, pending or contemplated action or suit by or in the right of such corporation, under the same conditions, except that such indemnification is limited to expenses (including attorneys’ fees) actually and reasonably incurred by such person, and except that no indemnification is permitted without judicial approval if such person is adjudged to be liable to such corporation. Where an officer or director of a corporation is successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to above, or any claim, issue or matter therein, the corporation must indemnify that person against the expenses (including attorneys’ fees) which such officer or director actually and reasonably incurred in connection therewith. 
Our amended and restated bylaws authorize the indemnification of our officers and directors, consistent with Section 145 of the DGCL.
Reference is made to Section 102(b)(7) of the DGCL, which enables a corporation in its original certificate of incorporation or an amendment thereto to eliminate or limit the personal liability of a director for violations of the director’s fiduciary duty, except (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL, which provides for liability of directors for unlawful payments of dividends of unlawful stock purchase or redemptions or (iv) for any transaction from which a director derived an improper personal benefit.
We have entered into indemnification agreements with each of our directors and officers. These indemnification agreements may require us, among other things, to indemnify our directors and officers for some expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by a director or officer in any action or proceeding arising out of his or her service as one of our directors or officers, or any of our subsidiaries or any other company or enterprise to which the person provides services at our request.
We also maintain a general liability insurance policy that covers certain liabilities of directors and officers of our corporation arising out of claims based on acts or omissions in their capacities as directors or officers.
Listing
Our Common Stock is listed on The Nasdaq Capital Market under the trading symbol “HYRE.”
Transfer Agent and Registrar

Our transfer agentTransfer Agent and registrarRegistrar is VStock Transfer, LLC whose address is 18 Lafayette Place, Woodmere, NY 11598.

Listing

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SELLING STOCKHOLDER
This prospectus relates to the possible resale by the selling stockholder, Lincoln Park, of shares of Common Stock that have been or may be issued to Lincoln Park pursuant to the Purchase Agreement. We are filing the registration statement of which this prospectus forms a part pursuant to the provisions of the Registration Rights Agreement, which we entered into with Lincoln Park on August 15, 2022 concurrently with our execution of the Purchase Agreement, in which we agreed to provide certain registration rights with respect to sales by Lincoln Park of the shares of our Common Stock that have been or may be issued to Lincoln Park under the Purchase Agreement.
Lincoln Park, as the selling stockholder, may, from time to time, offer and sell pursuant to this prospectus any or all of the shares that we have sold or may sell to Lincoln Park under the Purchase Agreement. The selling stockholder may sell some, all or none of its shares. We do not know how long the selling stockholder will hold the shares before selling them, and we currently have no agreements, arrangements or understandings with the selling stockholder regarding the sale of any of the shares.
The following table presents information regarding the selling stockholder and the shares that it may offer and sell from time to time under this prospectus. The table is prepared based on information supplied to us by the selling stockholder, and reflects its holdings as of September 12, 2022. Neither Lincoln Park nor any of its affiliates has held a position or office, or had any other material relationship, with us or any of our predecessors or affiliates. Beneficial ownership is determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 13d-3 thereunder.
Selling Stockholder
 
Shares
Beneficially
Owned Before
this Offering
  
Percentage of
Outstanding
Shares
Beneficially
Owned Before
this Offering
 
Shares to be
Sold in this
Offering
 
Percentage of
Outstanding
Shares
Beneficially
Owned After
this Offering
Lincoln Park Capital Fund, LLC (1)
  539,633(2)  1.82%(3) 10,539,633(4) 
0%(5)
(1)Josh Scheinfeld and Jonathan Cope, the Managing Members of Lincoln Park Capital, LLC, are deemed to be beneficial owners of all of the shares of Common Stock owned by Lincoln Park Capital Fund, LLC. Messrs. Cope and Scheinfeld have shared voting and investment power over the shares being offered under the prospectus filed with the SEC in connection with the transactions contemplated under the Purchase Agreement. Lincoln Park Capital, LLC is not a licensed broker dealer or an affiliate of a licensed broker dealer.
(2)Represents 539,633 Commitment Shares of our Common Stock issued to Lincoln Park upon our execution of the Purchase Agreement as a fee for its commitment to purchase shares of our Common Stock under the Purchase Agreement, all of which shares are covered by the registration statement that includes this prospectus. We have excluded from the number of shares beneficially owned by Lincoln Park prior to the offering all of the additional shares of Common Stock that Lincoln Park may be required to purchase pursuant to the Purchase Agreement, because the issuance of such shares is solely at our discretion and is subject to certain conditions, the satisfaction of all of which are outside of Lincoln Park’s control, including the registration statement of which this prospectus is a part becoming and remaining effective. Furthermore, under the terms of the Purchase Agreement, issuances and sales of shares of our Common Stock to Lincoln Park are subject to certain limitations on the amounts we may sell to Lincoln Park at any time, including the Beneficial Ownership Cap. See the description under the heading “Lincoln Park Transaction” for more information about the Purchase Agreement.
(3)Based on 29,666,068 outstanding shares of our Common Stock as of September 12, 2022, which includes the 539,633 Commitment Shares we issued to Lincoln Park on August 15, 2022.
(4)Although the Purchase Agreement provides that we may sell up to $15,000,000 of our Common Stock to Lincoln Park, only 10,539,633 shares of our Common Stock are being offered under this prospectus, which represents: (i) 539,633 Commitment Shares issued to Lincoln Park upon our execution of the Purchase Agreement as consideration for its commitment to purchase shares of our Common Stock under the Purchase Agreement; and (ii) an aggregate of 10,000,000 shares of our Common Stock that may be sold by us to Lincoln Park at our discretion from time to time over a 24-month period commencing after the satisfaction of certain conditions set forth in the Purchase Agreement, including that the SEC has declared effective the registration statement that includes this prospectus. Depending on the price per share at which we sell our Common Stock to Lincoln Park pursuant to the Purchase Agreement, we may need to sell to Lincoln Park under the Purchase Agreement more shares of our Common Stock than are offered under this prospectus in order to receive aggregate gross proceeds equal to the $15,000,000 total commitment available to us under the Purchase Agreement. If we choose to do so, we must first register for resale under the Securities Act such additional shares. The number of shares ultimately offered for resale by Lincoln Park is dependent upon the number of shares we sell to Lincoln Park under the Purchase Agreement.
(5)Assumes the sale of all shares of Common Stock registered pursuant to this prospectus, although the selling stockholder is under no obligation to sell any shares of Common Stock at this time.
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PLAN OF DISTRIBUTION
The Common Stock offered by this prospectus is being offered by the selling stockholder, Lincoln Park. The Common Stock may be sold or distributed from time to time by the selling stockholder directly to one or more purchasers or through brokers, dealers, or underwriters who may act solely as agents at market prices prevailing at the time of sale, at prices related to the prevailing market prices, at negotiated prices, or at fixed prices, which may be changed. The sale of the Common Stock offered by this prospectus could be effected in one or more of the following methods :
●ordinary brokers’ transactions;
●transactions involving cross or block trades;
●through brokers, dealers, or underwriters who may act solely as agents;
●“at the market” into an existing market for the Common Stock;
●in other ways not involving market makers or established business markets, including direct sales to purchasers or sales effected through agents;
●in privately negotiated transactions; or
●any combination of the foregoing.
In order to comply with the securities laws of certain states, if applicable, the shares may be sold only through registered or licensed brokers or dealers. In addition, in certain states, the shares may not be sold unless they have been registered or qualified for sale in the state or an exemption from the state’s registration or qualification requirement is available and complied with.
Lincoln Park is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act.
Lincoln Park has informed us that it intends to use an unaffiliated broker-dealer to effectuate all sales, if any, of the Common Stock that it may purchase from us pursuant to the Purchase Agreement. Such sales will be made at prices and at terms then prevailing or at prices related to the then current market price. Each such unaffiliated broker-dealer will be an underwriter within the meaning of Section 2(a)(11) of the Securities Act. Lincoln Park has informed us that each such broker-dealer will receive commissions from Lincoln Park that will not exceed customary brokerage commissions.
Brokers, dealers, underwriters or agents participating in the distribution of the shares offered by this prospectus may receive compensation in the form of commissions, discounts, or concessions from the purchasers, for whom the broker-dealers may act as agent, of the Common Stock sold by Lincoln Park through this prospectus. The compensation paid to any such particular broker-dealer by any such purchasers of Common Stock sold by Lincoln Park may be less than or in excess of customary commissions. Neither we nor Lincoln Park can presently estimate the amount of compensation that any agent will receive from any purchasers of Common Stock sold by Lincoln Park.
We know of no existing arrangements between Lincoln Park or any other stockholder, broker, dealer, underwriter or agent relating to the sale or distribution of the shares offered by this prospectus.
We may from time to time file with the SEC one or more supplements to this prospectus or amendments to the registration statement of which this prospectus forms a part to amend, supplement or update information contained in this prospectus, including, if and when required under the Securities Act, to disclose certain information relating to a particular sale of shares offered by this prospectus by the selling stockholder, including the names of any brokers, dealers, underwriters or agents participating in the distribution of such shares by the selling stockholder, any compensation paid by Lincoln Park to any such brokers, dealers, underwriters or agents, and any other required information.
We will pay the expenses incident to the registration under the Securities Act of the offer and sale of the shares covered by this prospectus by Lincoln Park. We have agreed to indemnify Lincoln Park and certain other persons against certain liabilities in connection with the offering of shares of Common Stock offered hereby, including liabilities arising under the Securities Act or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities. Lincoln Park has agreed to indemnify us against liabilities under the Securities Act that may arise from certain written information furnished to us by Lincoln Park specifically for use in this prospectus or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities.
Lincoln Park has represented to us that at no time prior to the Purchase Agreement has Lincoln Park or its agents, representatives or affiliates engaged in or effected, in any manner whatsoever, directly or indirectly, any short sale (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of our Common Stock or any hedging transaction, which establishes a net short position with respect to our Common Stock. Lincoln Park agreed that, during the term of the Purchase Agreement, it, its agents, representatives or affiliates will not enter into or effect, directly or indirectly, any of the foregoing transactions.
We have advised Lincoln Park that it is required to comply with Regulation M promulgated under the Exchange Act. With certain exceptions, Regulation M precludes the selling stockholder, any affiliated purchasers, and any broker-dealer or other person who participates in the distribution, from bidding for or purchasing, or attempting to induce any person to bid for or purchase, any security which is the subject of the distribution until the entire distribution is complete. Regulation M also prohibits any bids or purchases made in order to stabilize the price of a security in connection with the distribution of that security. All of the foregoing may affect the marketability of the securities offered by this prospectus.
This offering will terminate on the date that all shares offered by this prospectus have been sold by Lincoln Park.
Our common stockCommon Stock is listedquoted on the Nasdaq Capital Market under the symbol “HYRE.”

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“HYRE”.

26
UNDERWRITING

We are offering the sharesTable of common stock described in this prospectus through the underwriter listed below. Northland Securities, Inc. is acting as the sole book-running manager of this offering. Contents

LEGAL MATTERS
The underwriter named below has agreed to buy, subject to the terms of the underwriting agreement, the number of shares of common stock listed opposite its name below. The underwriter is committed to purchase and pay for all of the shares if any are purchased, other than the shares covered by the over-allotment option described below unless and until this option is exercised.

UnderwriterNumber of
Shares
Northland Securities, Inc.
Total3,500,000

The underwriter has advised us that it proposes to offer the shares of common stock to the public at a price of $        per share. The underwriter proposes to offer the shares of common stock to certain dealers at the same price less a concession of not more than $        per share. After the offering, these figures may be changed by the underwriter.

The shares sold in this offering are expected to be ready for delivery against payment in immediately available funds on or about                 , 2019, subject to customary closing conditions. The underwriter may reject all or part of any order.

We have granted to the underwriter an option to purchase up to an additional 525,000 shares of our common stock from us at the same price to the public, and with the same underwriting discount, as set forth in the table below. The underwriter may exercise this option any time during the 30-day period after the date of this prospectus, but only to cover over-allotments, if any. To the extent the underwriter exercises the option, the underwriter will become obligated, subject to certain conditions, to purchase the securities for which they exercise the option.

The underwriting discount is equal to the public offering price per share of common stock, less the amount paid by the underwriter to us per share. The following table shows the per share and total underwriting discount to be paid by us to the underwriter in this offering, assuming both no exercise and full exercise of the over-allotment option. In addition to the underwriting discount, we have agreed to pay up to $150,000 of the fees and expenses of the underwriter, which may include the fees and expenses of counsel to the underwriter. The fees and expenses of the underwriter that we have agreed to reimburse are not included in the underwriting discount set forth in the table below. The underwriting discount and reimbursable expenses the underwriter will receive were determined through arms’ length negotiations between us and the underwriter.

Per Share

Total with

No Over-Allotment

Total with
Over-Allotment
Underwriting discount to be paid by us

We estimate that the total expenses of this offering, excluding the underwriting discount, will be approximately $350,000. This includes $150,000 of fees and expenses of the underwriter. In accordance with FINRA Rule 5110, this reimbursement fee described in the preceding sentence is deemed underwriting compensation for this offering.

We have also agreed to indemnify the underwriter against certain liabilities, including civil liabilities under the Securities Act or to contribute to payments that the underwriter may be required to make in respect of those liabilities.

We also have agreed that, subject to certain qualifications, at any time prior to or within 12 months of the closing of this offering, if we undertake any public offering or public placement of securities, we will offer Northland Securities, Inc. the right to serve as exclusive placement agent (in the case of a private offering) or lead-bookrunner (in the case of a public offering) in such offering. If Northland Securities, Inc. agrees to act in such capacity, we will enter into an appropriate form of separate agreement containing customary terms and conditions to be mutually agreed upon. This right to serve is neither an expressed nor an implied commitment by Northland Securities, Inc. to act in any capacity in any such transaction or to purchase any securities in connection therewith, which commitment will only be set forth in a separate agreement.

Except as disclosed in this prospectus, the underwriter has not received, and will not receive, from us any other item of compensation or expense in connection with this offering considered by FINRA to be underwriting compensation under its rule of fair price. The underwriting discount was determined through an arms’ length negotiation between us and the underwriter.

No Sales of Similar Securities

We and each of our directors and executive officers have agreed not to offer, sell, agree to sell, directly or indirectly, or otherwise dispose of any shares of common stock or any securities convertible into or exchangeable for shares of common stock without the prior written consent of Northland Securities, Inc. for a period of 90 days after the date of the final prospectus. These lock-up agreements provide limited exceptions and their restrictions may be waived at any time by Northland Securities, Inc.

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Price Stabilization, Short Positions and Penalty Bids

To facilitate this offering, the underwriter may engage in transactions that stabilize, maintain or otherwise affect the price of our common stock during and after the offering. Specifically, the underwriter may over-allot or otherwise create a short position in our common stock for their own account by selling more shares of common stock than we have sold to the underwriter. The underwriter may close out any short position by either exercising their option to purchase additional shares or purchasing shares in the open market.

In addition, the underwriter may stabilize or maintain the price of our common stock by bidding for or purchasing shares in the open market and may impose penalty bids. If penalty bids are imposed, selling concessions allowed to broker-dealers participating in this offering are reclaimed if shares previously distributed in this offering are repurchased, whether in connection with stabilization transactions or otherwise. The effect of these transactions may be to stabilize or maintain the market price of our common stock at a level above that which might otherwise prevail in the open market. The imposition of a penalty bid may also affect the price of our common stock to the extent that it discourages resales of our common stock. The magnitude or effect of any stabilization or other transactions is uncertain. These transactions may be effected on the Nasdaq Capital Market or otherwise and, if commenced, may be discontinued at any time.

In connection with this offering, the underwriter and selling group members, if any, may also engage in passive market making transactions in our common stock on the Nasdaq Capital Market. Passive market making consists of displaying bids on the Nasdaq Capital Market by the prices of independent market makers and effecting purchases limited by those prices in response to order flow. Rule 103 of Regulation M promulgated by the SEC limits the amount of net purchases that each passive market maker may make and the displayed size of each bid. Passive market making may stabilize the market price of our common stock at a level above that which might otherwise prevail in the open market and, if commenced, may be discontinued at any time.

Neither we nor the underwriter make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of our common stock. In addition, neither we nor the underwriter make any representation that the underwriter will engage in these transactions or that any transaction, if commenced, will not be discontinued without notice.

Affiliations

The underwriter and its respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. The underwriter may in the future engage in investment banking and other commercial dealings in the ordinary course of business with us or our affiliates. The underwriter may in the future receive customary fees and commissions for these transactions.

In the ordinary course of their various business activities, the underwriter and its respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers, and such investment and securities activities may involve securities and/or instruments of the issuer. The underwriter and its respective affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

Electronic Offer, Sale and Distribution

In connection with this offering, the underwriter or certainlegal validity of the securities dealers may distribute prospectusesoffered by electronic means, such as e-mail. In addition, the underwriter may facilitate Internet distribution for this offering to certain of their internet subscription customers. The underwriter may allocate a limited number of shares for sale to their online brokerage customers. An electronic prospectus is available on the Internet websites maintained by any such underwriter. Other than the prospectus in electronic format, the information on the websites of the underwriter are not part of this prospectus.

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Listing

The shares are listed on the Nasdaq Capital Market under the symbol “HYRE.”

Selling Restrictions

Canada. The securities may be sold in Canada only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45 106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31 103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the securities must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 of National Instrument 33 105 Underwriting Conflicts (NI 33 105), the underwriter is not required to comply with the disclosure requirements of NI 33 105 regarding underwriter conflicts of interest in connection with this offering.

European Economic Area. In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”) an offer to the public of any shares of our common stock may not be made in that Relevant Member State, except that an offer to the public in that Relevant Member State of any shares of our common stock may be made at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State:

●to any legal entity which is a qualified investor as defined in the Prospectus Directive;
●to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representatives for any such offer; or
●in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of shares of our common stock shall result in a requirement for the publication by us or any underwriter of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer to the public” in relation to any shares of our common stock in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any shares of our common stock to be offered so as to enable an investor to decide to purchase any shares of our common stock, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State, and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

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United Kingdom. The underwriter has represented and agreed that:

●it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the “FSMA”)) received by it in connection with the issue or sale of the shares of our common stock in circumstances in which Section 21(1) of the FSMA does not apply to us; and
●it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the shares of our common stock in, from or otherwise involving the United Kingdom.

Switzerland.The shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange (the “SIX”) or on any other stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the shares or the offering may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this document nor any other offering or marketing material relating to the offering, or the shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of shares will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA, and the offer of shares has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes (“CISA”). Accordingly, no public distribution, offering or advertising, as defined in CISA, its implementing ordinances and notices, and no distribution to any non-qualified investor, as defined in CISA, its implementing ordinances and notices, shall be undertaken in or from Switzerland, and the investor protection afforded to acquirers of interests in collective investment schemes under CISA does not extend to acquirers of shares.

Australia.No placement document, prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and Investments Commission (“ASIC”), in relation to the offering.

This prospectus does not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001 (the “Corporations Act”), and does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.

Any offer in Australia of the shares may only be made to persons (the “Exempt Investors”) who are “sophisticated investors” (within the meaning of section 708(8) of the Corporations Act), “professional investors” (within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the shares without disclosure to investors under Chapter 6D of the Corporations Act.

The shares applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under the offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring shares must observe such Australian on-sale restrictions.

This prospectus contains general information only and does not take account of the investment objectives, financial situation or particular needs of any particular person. It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this prospectus is appropriate to their needs, objectives and circumstances, and, if necessary, seek expert advice on those matters.

Israel. In the State of Israel this prospectus shall not be regarded as an offer to the public to purchase securities under the Israeli Securities Law, 5728 - 1968, which requires a prospectus to be published and authorized by the Israel Securities Authority, if it complies with certain provisions of Section 15 of the Israeli Securities Law, 5728 - 1968, including, inter alia, if: (i) the offer is made, distributed or directed to not more than 35 investors, subject to certain conditions, or the Addressed Investors; or (ii) the offer is made, distributed or directed to certain qualified investors defined in the First Addendum of the Israeli Securities Law, 5728 - 1968, subject to certain conditions, or the Qualified Investors. The Qualified Investors shall not be taken into account in the count of the Addressed Investors and may be offered to purchase securities in addition to the 35 Addressed Investors. Our company has not and will not take any action that would require it to publish a prospectus in accordance with and subject to the Israeli Securities Law, 5728 - 1968. We have not and will not distribute this prospectus or make, distribute or direct an offer to subscribe for our securities to any person within the State of Israel, other than to Qualified Investors and up to 35 Addressed Investors.

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Qualified Investors may have to submit written evidence that they meet the definitions set out in of the First Addendum to the Israeli Securities Law, 5728 - 1968. In particular, we may request, as a condition to be offered securities, that Qualified Investors will each represent, warrant and certify to us or to anyone acting on our behalf: (i) that it is an investor falling within one of the categories listed in the First Addendum to the Israeli Securities Law, 5728 - 1968; (ii) which of the categories listed in the First Addendum to the Israeli Securities Law, 5728 - 1968 regarding Qualified Investors is applicable to it; (iii) that it will abide by all provisions set forth in the Israeli Securities Law, 5728 - 1968 and the regulations promulgated thereunder in connection with the offer to be issued securities; (iv) that the securities that it will be issued are, subject to exemptions available under the Israeli Securities Law, 5728 - 1968: (a) for its own account; (b) for investment purposes only; and (c) not issued with a view to resale within the State of Israel, other than in accordance with the provisions of the Israeli Securities Law, 5728 - 1968; and (v) that it is willing to provide further evidence of its Qualified Investor status. Addressed Investors may have to submit written evidence in respect of their identity and may have to sign and submit a declaration containing, inter alia, the Addressed Investor’s name, address and passport number or Israeli identification number.

LEGAL MATTERS 

The validity of the shares of our common stock offered hereby will be passed upon for us by Sheppard, Mullin, Richter & Hampton LLP, New York, New York. Certain legal matters will be passed uponPolsinelli PC, Los Angeles, California.

EXPERTS
The audited financial statements for the underwriter by Faegre Baker Daniels LLP, Minneapolis, Minnesota.

EXPERTS

Our financial statements as offiscal years ended December 31, 20182021, and 2017December 31, 2020, and for the years then ended, appearing in this prospectus and the registration statement, of which it forms a part, have been audited by dbbmckennon, an independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance onupon such report given on the authority of such firm as experts in accounting and auditing.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to incorporate by reference much of the information we file with the SEC, which means that we can disclose important information to you by referring you to those publicly available documents. The information that we incorporate by reference in this prospectus is considered to be part of this prospectus. Because we are incorporating by reference future filings with the SEC, this prospectus is continually updated and those future filings may modify or supersede some of the information included or incorporated in this prospectus. This means that you must look at all of the SEC filings that we incorporate by reference to determine if any of the statements in this prospectus or in any document previously incorporated by reference herein have been modified or superseded. We hereby incorporate by reference into this prospectus the following documents that have been previously filed with the SEC :
1.
our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on March 15, 2022;
2.
our Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, filed with the SEC on May 16, 2022;
3.
our Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, filed with the SEC on August 15, 2022;
4.
our Current Reports on Form 8-K, filed with the SEC on February 2, 2022, May 25, 2022, June 21, 2022, June 24, 2022, August 2, 2022, August 17, 2022, September 7, 2022 and September 19, 2022, to the extent the information in such reports is filed and not furnished;
5.
our Definitive Proxy Statement on Schedule 14A filed with the SEC on May 2, 2022; and
6.
the description of our Common Stock set forth in our registration statement on Form 8-A filed with the SEC on June 28, 2018, including any amendments thereto or reports filed for the purposes of updating such description.
We also incorporate by reference all documents (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are related to such items) that are subsequently filed by us with the SEC pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act prior to the termination of the offering of the Securities made by this prospectus (including documents filed after the date of the initial Registration Statement of which this prospectus is a part and prior to the effectiveness of the Registration Statement). These documents include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, as well as proxy statements.
We will furnish without charge to you, upon written or oral request, a copy of any or all of the documents incorporated by reference into this prospectus supplement and the accompanying prospectus, including exhibits that are specifically incorporated by reference into such documents. You may request any such documents by writing or telephoning us at:
HyreCar Inc.
915 Wilshire Boulevard, Suite 1950
Los Angeles, California 90017
(888) 688-6769
You may also view the documents that we file with the SEC and incorporate by reference in this prospectus on our corporate website at www.hyrecar.com. The information on our website is not incorporated by reference and is not a part of this prospectus.
WHERE YOU CAN FIND MORE INFORMATION

This prospectus which constitutes ais part of thea registration statement on Form S-1 that we have filed with the SEC under the Securities Act,and does not contain all of the information set forth in the registration statement and its exhibits.the exhibits to the registration statement. For further information with respect to us and the common stock offered bysecurities we are offering under this prospectus, we refer you should refer to the registration statement and the exhibits and schedules filed as a part of that document. Statementsthe registration statement. You should rely only on information contained in this prospectus asor incorporated by reference herein. We have not authorized any person to provide you with different information. We are not making an offer of these securities in any state where the contentsoffer is not permitted. You should not assume that the information in this prospectus is accurate as of any contractdate other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any other document referred to are not necessarily complete, and in each instance, we refer you to the copysale of the contract or other document filed as an exhibit to the registration statement. Each of these statements is qualified in all respectssecurities offered by this reference.

prospectus.

We are subject to the reporting requirements of the Exchange Act and file annual, quarterly and current reports, proxy statements and other information with the SEC. You can read ourOur SEC filings includingare available to the registration statement, over the Internetpublic at the SEC’s website at http://www.sec.gov. Wewww.sec.gov.
Our SEC filings are also maintain aavailable on our website at http://www.hyrecar.com, at which you may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC.www.hyrecar.com. The information contained in,on, or that can be accessed through, our website is not a part of this prospectus or incorporated by reference into this prospectus, and you should not consider information on our website to be part of this prospectus.

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We have included our website address as an inactive textual reference only.

3,500,000 Shares

HyreCar Inc.

Common Stock

PROSPECTUS

Northland Capital Markets

                        , 2019

27
Table of Contents

Part

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item

ITEM 13. Other Expenses of Issuance and Distribution. 

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table indicatessets forth the estimated costs and expenses to be incurred in connection with the offering described in this registration statement, other than underwriting discount,sale and distribution of the securities being registered, all of which will be paid by us. All amounts are estimated except
SEC Registration Fee $1,250.59 
Accounting Fees and Expenses $* 
Legal Fees and Expenses $* 
Miscellaneous Fees and Expenses $* 
Total
 $* 
*Estimates not presently known
ITEM 14. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Our Certificate of Incorporation provides that, to the Securities and Exchange Commission registration fee, the Financial Industry Regulatory Authority, Inc., or FINRA, filing fee and the Nasdaq listing fee.

  Amount 
SEC registration fee $1,620 
FINRA filing fee  2,750 
Accounting fees and expenses  50,000 
Legal fees and expenses  125,000 
Underwriter legal fees and expenses  150,000 
Transfer Agent’s fees and expenses  2,500 
Printing and engraving expenses  10,000 
Miscellaneous  8,130 
Total Expenses $350,000 

Item 14.    Indemnification of Directors and Officers.

The Registrant is governedfullest extent permitted by the Delaware General Corporation Law, our directors shall not be personally liable to us or DGCL. Section 145our stockholders for monetary damages for breach of fiduciary duty as a director. Our Bylaws provide that, to the DGCL provides thatfullest extent permitted by Delaware law, we will indemnify, and advance expenses to, a corporation may indemnify any person, including andirector or officer or director, who was or is, or is threatened to be made, a party to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative or investigative (other thanin an action by or in the right of such corporation),brought by reason of the fact that such personthe director or officer is or was our director or is an officer, director, employee or agent of such corporation or is or was serving at theour request of such corporation as a director or officer employee or agent of another corporation or enterprise. The indemnity may includeany other entity, against all expenses, (including attorneys’ fees), judgments, finesliability and amounts paid in settlement actually andloss reasonably incurred or suffered by such person in connection with such action, suittherewith. We may maintain insurance to protect a director or proceeding, provided such officer director, employeeagainst any expense, liability or agent acted in good faith and in a mannerloss, whether or not we would have the power to indemnify such person reasonably believed to beagainst such expense, liability or loss under Delaware law.

The limitation of liability and indemnification provisions in or not opposed to, the corporation’s best interestour Certificate of Incorporation and for criminal proceedings, had no reasonable cause to believe that such person’s conduct was unlawful. A Delaware corporationBylaws may indemnify any person, including an officer or director, who was or is, or is threatened to be made,discourage stockholders from bringing a party to any threatened, pending or contemplated action or suit by or in the right of such corporation, under the same conditions, except that such indemnification is limited to expenses (including attorneys’ fees) actually and reasonably incurred by such person, and except that no indemnification is permitted without judicial approval if such person is adjudged to be liable to such corporation. Where an officer or director of a corporation is successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to above, or any claim, issue or matter therein, the corporation must indemnify that personlawsuit against the expenses (including attorneys’ fees) which such officer or director actually and reasonably incurred in connection therewith.

The Registrant’s amended and restated bylaws authorize the indemnification of its officers and directors consistent with Section 145 of the DGCL.

Reference is made to Section 102(b)(7) of the DGCL, which enables a corporation in its original certificate of incorporation or an amendment thereto to eliminate or limit the personal liability of a director for violations of the director’s fiduciary duty, except (i) for any breach of their fiduciary duty. These provisions may also have the director’s dutyeffect of loyalty toreducing the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violationlikelihood of law, (iii) pursuant to Section 174 of the DGCL, which provides for liability of directors for unlawful payments of dividends of unlawful stock purchase or redemptions or (iv) for any transaction from which a director derived an improper personal benefit.

II-1

We have entered into indemnification agreements with each of our directors and officers. These indemnification agreements may require us, among other things, to indemnifyderivative litigation against our directors and officers, for some expenses, including attorneys’ fees, judgments, fineseven though such an action, if successful, might otherwise benefit us and settlement amounts incurred byour stockholders. However, these provisions do not limit or eliminate our rights, or those of any stockholder, to seek non-monetary relief such as injunction or rescission in the event of a director or officerbreach of a director’s duty of care. The provisions will not alter the liability of directors under the federal securities laws. In addition, your investment may be adversely affected to the extent that, in anya class action or direct suit, we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions. There is currently no pending litigation or proceeding arising out of his or her service as oneagainst any of our directors, or officers or any of our subsidiaries or any other company or enterprise toemployees for which the person provides services at our request.

We maintain a general liability insurance policy that covers certain liabilities of directors and officers of our corporation arising out of claims based on acts or omissions in their capacities as directors or officers.

In any underwriting agreement we enter into in connection with the sale of common stock being registered hereby, the underwriter will agree to indemnify, under certain conditions, us, our directors, our officers and persons who control us within the meaning of the Securities Act against certain liabilities.

indemnification is sought.

Item

ITEM 15. Recent Sales of Unregistered Securities. 

SetRECENT SALES OF UNREGISTERED SECURITIES

The following sets forth below is information regarding all unregistered securities sold by us within the pastlast three years.

1. Sales of Convertible Promissory Notes and Warrants

●From June 2016 to September 2016, the company issued and sold convertible promissory notes to a total of 13 investors for an aggregate principal amount of $500,000.
●In April 2017 and May 2017, the company issued and sold promissory notes to three investors for an aggregate principal amount of $350,000 and issued warrants to purchase up to 200,000 shares of common stock at an exercise price of $2.10 per share.
●

Between January 2018 and April 2018, the company issued and sold senior secured convertible promissory notes to 10 accredited investors for an aggregate principal amount of $3,046,281 and issued warrants to purchase up to 50% of the shares receivable upon conversion of such notes at an exercise price equal to one-hundred and twenty-five percent (125%) of the conversion price of such notes.The notes provided that the principal and all accrued and unpaid interest on the notes were convertible into shares of common stock at a conversion rate equal to the lesser of $2.5480 per share or seventy percent (70%) of the IPO price per share. Upon pricing the IPO, at the option of the holders, all outstanding principal plus accrued interest underlying the 2018 Convertible Notes was converted into 1,231,165 shares of common stock at a conversion rate of $2.5480.The company also agreed to issue the placement agent for this offering, non-callable five year warrants to purchase up to 119,556 shares of common stock, which is equal to ten percent (10%) of the aggregate number of shares of common stock issuable upon conversion of the principal amount of the senior secured convertible promissory notes, at an exercise price of $2.80 per share. Certain brokers who are dually-registered with third-party broker/dealer and the representative have forfeited their warrants to purchase an aggregate of 104,101 shares of common stock.

2. Preferred Stock Issuances

●From August 2016 to February 2017, the company issued and sold 1,407,671 shares of Series Seed 1 Convertible Preferred Stock to one accredited investor at a purchase price of $0.71 per share.

●In February 2017, the convertible promissory notes issued between June 2016 and September 2016 were converted into 943,908 shares of Series Seed 1 Convertible Preferred Stock and an additional 78,059 shares were issued as advisor shares.

●In June 2018, in connection with our IPO, all of our outstanding preferred stock converted into 2,429,638years that were not registered under the Securities Act.
On September 7, 2022, we sold 5,789,716 shares of our common stock.

II-2

3. 2016 Equity Incentive Plan-Related Issuances

●From April 2016 to October 2017, the company granted its directors, officers, employees, consultants and other service providers options to purchase 1,021,171 shares of common stock with per share exercise prices ranging from $0.71 to $1.75 under the 2016 Equity Incentive Plan.

●In February 2018, the company granted its directors, officers, employees, consultants and other service providers options to purchase 320,000 shares of common stock at a per share exercise price of $1.75 under the 2016 Equity Incentive Plan.

4. 2018 Equity Incentive Plan-Related Issuances

●From June 2018 to July October 2018, the company granted to its directors and officers options to purchase 512,500 shares of common stock with a per share exercise prices ranging from $2.21 to $5.00 under the 2018 Equity Incentive Plan.

●In January 2019, the company granted its directors and officers options to purchase 975,000 shares of common stock with a per share exercise prices of $3.20 under the 2018 Equity Incentive Plan.

5. Other Common Stock Issuances

●On or near November 24, 2014, the company issued 4,346,882 shares of common stock to its four founders subject to vesting over a period of four years. In 2016 and 2015, a total of 624,865 and 1,005,217 shares were forfeited by founders due a settlement, termination, or as agreed upon. On August 27, 2016, the company eliminated any additional vesting terms and all shares held at such time by founders were deemed vested.

●Since September 2016, the company issued 1,032,387 shares of restricted common stock to a director, officers and an employee that vest as follows: 33% upon a sale of securities for gross proceeds of at least $250,000 in one or more transactions and the remaining 67% vest monthly over three years, becoming fully vested in April 2019. For consideration of these shares, the related parties entered into note agreements totaling $138,700 that call for the principal and interest to be paid back in ten years from the date of the loan. The notes bear interest at 1%. The loans are secured by the related shares of common stock. On May 31, 2018, an aggregate of $131,400 in principal was repaid and terminated along with accrued interest thereon. The remaining balance of $7,447 is outstanding to a related party that is not serving as an officer or director of the Company. If any portion of the shares held by the related party are forfeited, the pro-rata portion of the note will be relieved.

●From June 2017 to November 2017, the company issued and sold 1,236,588 shares of common stock to 68 accredited investors at a purchase price of $1.75 per share. In connection with this financing, the company issued to the placement agent a warrant to purchase up to 123,659 shares of common stock at an exercise price equal to $2.00 per share. On June 22, 2018, such warrants were amended to (i) decrease the amount of shares that can be purchased at an exercise price of $2.00 per share to 60,392 shares of common stock and (ii) reduce the remaining 63,267 shares to 28,993 shares at a modified exercise price of $7.50 per share due to the fact that they were earned 180 days immediately preceding the required filing date of the registration statement.

●In February 2018, the company issued 264,285 restricted shares of common stock to three consultants for services pursuant to a consulting agreement with each consultant. This restricted stock shall vest upon a qualified financing event, defined in each agreement as a financing of $10,000,000, on or before December 31, 2018. If a qualified financing event does not occur on or before December 31, 2018, all stock is forfeited.

●On June 1, 2018, the Company agreed to issue a warrant to purchase 100,000 shares of common stock to a consultant for services to be rendered, which warrant is exercisable for a period of five years at an exercise price per share equal to $5.00 per share.

●In June 15, 2018, the company agreed to issue 10,000 shares of common stock to a consultant for services pursuant to a consulting agreement upon consummation of the company’s initial public offering.  In addition, subject to the achievement of certain company milestones based on gross billings, average daily active rentals or the company’s market capitalization, the consultant may be issued up to an additional 825,000 shares of common stock; provided; however, that if the company sells all or substantially all of its assets or equity representing 50% or more of the voting power of the company, then any shares not previously issued will be issued upon the closing of such transaction.

●On June 2018, the Company agreed to issue a warrant to purchase 150,000 shares of common stock to a consultant for services to be rendered. The warrant is exercisable for a period of three years at an exercise price per share equal to the offering price in the IPO, which was $5.00 per share.

●In January 2019, we issued 10,000 shares of our common stock to a consultant of the Company in consideration of services to be provided.

●In March 2019, we issued 443,467 shares of our common stock upon the exercise of outstanding warrants.

●In April 2019, we issued 100,000 shares of our common stock to a service provider of the Company in consideration of services to be provided.

●In June 2019, we issued 5,000 shares of our common stock to a consultant of the Company in consideration of services to be provided.

II-3

Unless otherwise stated,in a private placement to four accredited investors (as defined in Rule 501 under the issuancesSecurities Act) pursuant to the PIPE Agreement described above. The shares sold pursuant to the PIPE Agreement were sold at a purchase price of $0.8636, which was the average closing price of our Common Stock as reported on Nasdaq for the five trading days immediately prior to the signing of the above securitiesPIPE Agreement, for total proceeds to us of approximately $5 million. The PIPE Share were deemed to be exempt from registrationnot registered under the Securities Act when issued, but will be registered for resale pursuant to certain registration rights granted to the Purchasers.

On August 15, 2022, we issued 539,633 shares of our Common Stock to a single accredited investor, Lincoln Park, upon our execution of the Purchase Agreement as a fee for Lincoln Park’s commitment to purchase shares of our Common Stock under the Purchase Agreement, as described above. These Commitment Shares were not registered under the Securities Act when issued, but are being registered for resale on this Registration Statement on Form S-1.
On August 15, 2022, the Company issued the Promissory Notes to certain executive officers of the Company in the aggregate principal amount of $500,000, as described above. The Promissory Notes accrue interest at a rate of 7% per year on the outstanding principal amounts and will become payable in full one year from the date such amounts are loaned, which has yet to occur. At the discretion of the Company’s Board of Directors, the aggregate unpaid principal amounts, and any unpaid accrued interest, may be convertible into shares of our Common Stock, at a conversion price that is equal to the last reported closing price of our Common Stock on the Nasdaq Capital Market.
On September 2, 2022, we issued the Warrants to two accredited investors, which may be exercised to purchase up to an aggregate of 3,221,630 shares of our Common Stock, at a per share exercise price equal to $1.02. Each Warrant was immediately exercisable for 50% of the underlying shares of our Common Stock, and the remaining shares will vest according to certain vesting criteria. These Securities were not registered under the Securities Act when issued, but will be registered for resale pursuant to certain registration rights granted to such accredited investors.
The sales and issuances described above were made in reliance uponon the exemptions from registration provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering and/or Regulation D promulgated thereunder, or Rule 701 promulgated under Section 3(b) of the Securities Act as sales to accredited investors. The purchasers in these transactions by an issuer not involving any public offering or pursuantrepresented to benefit plansus that they were accredited investors and contracts relating to compensation as provided under Rule 701. Individuals who purchased securities as described above represented their intention to acquirewere acquiring the securitiesshares for investment onlypurposes and not with a view to, or for sale in connection with, any distribution thereof, and appropriate legends were affixed to the share certificates issued in such transactions.

Item 16.    Exhibits and Financial Statement Schedules.

thereof.
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Table of Contents
EXHIBIT INDEX
(a)Exhibits.

Exhibit NumberExhibit
1.1*Form of Underwriting Agreement
   
Exhibit No.
Exhibit Description
3.1 
Amended and Restated Certificate of Incorporation (incorporated by reference to the Registrant’s Registration Statement on Form S-1S-1/A (File No. 333-225157)
3.2 
Amended and Restated Bylaws (incorporated by reference to the Registrant’s Registration Statement on Form S-1S-1/A (File No. 333-225157)
3.3 Certificate of Designations of Preferences, Rights and Limitations of Series A Convertible Non-Voting Preferred Stock, filed with the Delaware Secretary of State on September 2, 2022 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on September 7, 2022)
4.1 
Specimen Stock Certificate evidencing the shares of common stock (incorporated by reference to the Registrant’s Registration Statement on Form S-1S-1/A (File No. 333-225157)
4.2 Form of Warrant to Purchase Shares of Common Stock, dated September 2, 2022 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on September 7, 2022)
5.1** 
Opinion of Sheppard, Mullin, Richter & Hampton LLP
Polsinelli PC.
10.1+ 
Employment Agreement between the Company and Joseph Furnari (incorporated by reference to the Registrant’s Registration Statement on Form S-1/A (File No. 333-225157)
10.2+ 
Employment Agreement between the Company and Michael Furnari (incorporated by reference to the Registrant’s Registration Statement on Form S-1/A (File No. 333-225157)
10.3+ 
Oral Employment ArrangementAgreement between the Company and Abhishek Arora (incorporated by reference to the Registrant’s Registration Statement on Form S-1/A (File No. 333-225157)Serge De Bock
10.4+ 
Employment Agreement between the Company and Greg Tatem (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on August 15, 2022)
10.5+
2016 Equity Incentive Plan and forms of award agreements thereunder (incorporated by reference to the Registrant’s Registration Statement on Form S-1/A (File No. 333-225157)
10.6+ 
10.5+
2018 Equity Incentive Plan and forms of award agreements thereunder (incorporated by reference to the Registrant’s Registration Statement on Form S-8 (File No. 333-229222)
10.7 
2021 Equity Incentive Plan and forms of award agreements (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on August 10, 2021)
23.1*10.8
Equity Offering Sales Agreement, dated November 9, 2021, by and among the Company, D.A. Davidson & Co.(incorporated by reference to Exhibit 1.1. to the Registrant’s Current Report on Form 8-K filed on November 9, 2021)
10.9
Form of Common Stock Purchase Agreement, dated August 11, 2022 between the Company and certain Purchasers (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on August 17, 2022)
10.10
Purchase Agreement, dated August 15, 2022, between the Company and Lincoln Park Capital Fund, LLC (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on August 17, 2022)
10.11
Registration Rights Agreement, dated August 15, 2022, between the Company and Lincoln Park Capital Fund, LLC (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on August 17, 2022)
10.12 Performance Guaranty, dated September 2, 2022, by HyreCar Inc., in favor of Wilmington Trust, National Association, for the benefit of the Noteholders as defined therein (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on September 7, 2022)
23.1
Consent of dbbmckennon, independent registered public accounting firm
23.2 
23.2**
Consent of Opinion of Sheppard, Mullin, Richter & Hampton LLPPolsinelli PC (included in Exhibit 5.1)
24.1 
Power of Attorney (included on(see signature page)

*107Filed herewith
Fee Table

+Indicates management contract or compensatory plan.
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ITEM 17. UNDERTAKINGS
**(a)The undersigned registrant hereby undertakes:
(1)To be filedfile, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)To include any prospectus required by amendment.Section 10(a)(3) of the Securities Act of 1933;

+Indicates(ii)To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a management contract or compensatory plan or arrangement

(b)Financial Statement Schedules. Schedules not listed above have been omitted becausefundamental change in the information required to be set forth therein is not applicable or is shown in the financial statementsregistration statement. Notwithstanding the foregoing, any increase or notes thereto.decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii)To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

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Item 17.    Undertakings.

(a) The undersigned registrant hereby undertakesprovided, however, that for purposes of determining any liability underparagraphs (a)(1)(i), (a)(1)(ii), and (a)(1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Securities Act of 1933, each filing ofand Exchange Commission by the registrant’s annual reportregistrant pursuant to section 13(a)Section 13 or sectionSection 15(d) of the Securities Exchange Act, of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that isare incorporated by reference in the registration statement, shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(c) The undersigned hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be that is a part of thisthe registration statement as of the time it was declared effective. 

(2) Forstatement.

(2)That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(5)That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i)Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(ii)Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(6)That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant hereby undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the securities offered therein, andoffering required to be filed pursuant to Rule 424;
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(ii) Any free writing prospectus relating to the offering prepared by or on behalf of suchthe undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities atprovided by or on behalf of the undersigned registrant; and
(iv) Any other communication that time shall be deemedis an offer in the offering made by the undersigned registrant to be the initial bona fide offering thereof.

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purchaser.

(b)The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(h)Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Los Angeles, State of California on this 16th day of July, 2019.

September 20, 2022.
 HYRECAR INC.HyreCar Inc.
   
 By:/s/Joseph Furnari
 By: Joseph Furnari
 Title: Chief Executive Officer

SIGNATURES AND

POWER OF ATTORNEY

Each of

We, the undersigned officersdirectors and directorsofficers of HyreCar Inc., a Delaware corporation, do hereby constitutesconstitute and appointsappoint Joseph Furnari, and Scott Brogi, and each of them, either of whom may act without joinder of the other, the individual’sour true and lawful attorneys-in-factattorney-in-fact and agents, eachagent, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, into do any and all acts and things in our names and on our behalf in our capacities as trustees and officers and to sign this registration statement of HyreCar Inc. on Form S-1,execute any and any other registration statement relatingall instruments for us and in our name in the capacities indicated below, which said attorney and agent may deem necessary or advisable to the same offering (including any registration statement, or amendment thereto, that isenable said company to become effective upon filing pursuant to Rule 462(b) undercomply with the Securities Act of 1933 as amended), and any rules, regulations and all amendments thereto (including post-effective amendments to the registration statement), and to file the same, with all exhibits thereto, and all other documents in connection therewith, withrequirements of the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully towith this Registration Statement, including specifically, but without limitation, any and all intentsamendments (including post-effective amendments) hereto; and purposes as he or she might or could do in person,we hereby ratifyingratify and confirmingconfirm all that said attorneys-in-factattorney and agents or any of them, or their substitute or substitutes, may lawfullyagent shall do or cause to be done by virtue hereof.

thereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-1 has been signed by the following persons in the capacities held and on the dates indicated.

Signature
 
Title
 
Date
 
/s/Joseph FurnariChief Executive Officer and DirectorJuly 16, 2019
Joseph Furnari(Principal Executive Officer)
/s/Scott BrogiChief Financial OfficerJuly 16, 2019
Scott Brogi(Principal Financial and Accounting Officer)
/s/Grace MellisChairman of the Board of DirectorsJuly 16, 2019
Grace Mellis
/s/Michael RootDirectorJuly 16, 2019
Michael Root    
     
/s/ Brooke Skinner RickettsDirectorJuly 16, 2019
Brooke Skinner RickettsJoseph Furnari    
Joseph Furnari
Chief Executive Officer (Principal Executive Officer)
September 20, 2022
     
/s/Jayaprakash Vijayan Serge De Bock
Serge De Bock
Chief Financial Officer (Principal Financial Officer)
September 20, 2022
/s/ Grace Mellis
Grace MellisChairman of the Board of DirectorsSeptember 20, 2022
/s/ Brooke Skinner Ricketts
Brooke Skinner Ricketts Director July 16, 2019September 20, 2022
/s/ Michael Root
Michael RootDirectorSeptember 20, 2022
/s/ Jayaprakash Vijayan    
Jayaprakash VijayanDirectorSeptember 20, 2022

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