[8-K] AYRO, Inc. Reports Material Event

Rhea-AI Filing Summary

AYRO (NASDAQ:AYRO) filed an 8-K on June 27 2025 disclosing that it filed a Certificate of Amendment on June 23 2025 to effect a 1-for-16 reverse stock split of its common stock, effective 4:05 p.m. ET on June 25 2025.

The split, approved by shareholders at the May 19 2025 annual meeting, automatically combined every 16 shares into one. Fractional shares are rounded up; the par value remains $0.0001 and authorized shares remain 1.2 billion. Proportional adjustments apply to all outstanding equity awards, warrants and convertible securities.

Split-adjusted trading began on Nasdaq on June 26 2025 under the unchanged ticker AYRO; the new CUSIP is 054748306. No other material modifications were reported.

Positive

• None.

Negative

• 1-for-16 reverse stock split consolidates outstanding shares and materially alters shareholder equity positions, a step typically taken after prolonged share-price weakness.

Insights

Market Events Analyst

TL;DR: 16-to-1 reverse split consolidates shares; fundamentals unchanged.

AYRO compressed its free-float by 94 % through a 1-for-16 share consolidation that leaves market capitalisation intact while multiplying the per-share price. Because the authorised share count stays at 1.2 billion, management retains ample room for future equity issuance despite the reduced outstanding total. The action aligns with shareholder approval and is operationally neutral, chiefly addressing Nasdaq price thresholds and penny-stock optics. Investors should watch post-split liquidity and spreads once trading settles after June 26. With no accompanying financial data or guidance, the long-term impact is limited to capital-markets mechanics rather than fundamentals.

Corporate Governance Specialist

TL;DR: Large reverse split signals prior price pressure; governance execution sound.

The board chose the high-magnitude 1-for-16 ratio within its authorised range, demonstrating procedural compliance yet underscoring the extent of prior share-price erosion that necessitated action. Fractional shares are rounded up, minimally increasing the post-split count and avoiding cash settlements. Leaving authorised shares unchanged preserves significant headroom for future dilution, which may weigh on minority holders. While the amendment was duly approved and filed, reverse splits of this size often carry negative sentiment regarding a firm's capital-market standing and can compress retail liquidity.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 23, 2025

AYRO, Inc.

(Exact name of Registrant as specified in its charter)

Delaware		001-34643		98-0204758
(State or other jurisdiction of incorporation)		(Commission File No.)		(IRS Employer Identification No.)

AYRO, Inc.

1185 Avenue of the Americas

New York, NY 10036

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: 512-994-4917

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.0001 per share		AYRO		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.03. Material Modification to Rights of Security Holders.

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws.

On June 23, 2025, AYRO, Inc. (the “Company”) filed a Certificate of Amendment (the “Certificate of Amendment”) to the Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State of Delaware to effect a 1-for-16 reverse stock split of the shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) either issued and outstanding or held by the Company as treasury stock, effective as of 4:05 p.m. (New York time) on June 25, 2025 (the “Reverse Stock Split”). As previously disclosed, the Company held its 2025 annual meeting of stockholders (the “Annual Meeting”) on May 19, 2025, at which meeting the Company’s stockholders approved the amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of the Common Stock at a ratio in the range of 1-for-2 to 1-for-100, with such ratio to be determined by the Company’s Board of Directors (the “Board”) and included in a public announcement. Following the Annual Meeting, the Board determined to effect the Reverse Stock Split at a ratio of 1-for-16 and approved the corresponding final form of the Certificate of Amendment.

As a result of the Reverse Stock Split, every 16 shares of issued and outstanding Common Stock were automatically combined into one issued and outstanding share of Common Stock without any change in the par value per share. Proportional adjustments were made to the number of shares of the Company’s common stock issuable upon exercise or conversion of the Company’s equity awards, warrants and other convertible securities, as well as the applicable exercise or conversion price thereof. No fractional shares were issued as a result of the Reverse Stock Split. Any fractional shares that would otherwise have resulted from the Reverse Stock Split were rounded up to the next whole number. The number of authorized shares of Common Stock under the Certificate of Incorporation remains unchanged at 1,200,000,000 shares.

The Common Stock began trading on a Reverse Stock Split-adjusted basis on Nasdaq on June 26, 2025. The trading symbol for the Common Stock will remain “AYRO.” The new CUSIP number for the Common Stock following the Reverse Stock Split is 054748306.

For more information about the Reverse Stock Split, see the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 21, 2025, the relevant portions of which are incorporated herein by reference. The information set forth herein is qualified in its entirety by reference to the complete text of the Certificate of Amendment, a copy of which is filed with this report as Exhibit 3.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
3.1		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of AYRO, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		AYRO, INC.
Date:	June 27, 2025	By:	/s/ Joshua Silverman
			Joshua Silverman
			Executive Chairman

FAQ

When does AYRO's 1-for-16 reverse stock split take effect?

The split became effective at 4:05 p.m. ET on June 25 2025, with split-adjusted trading starting June 26 2025.

What ratio did AYRO's board select for the 2025 reverse split?

The board implemented a 1-for-16 ratio within the shareholder-approved 1-for-2 to 1-for-100 range.

Will AYRO issue fractional shares following the split?

No. Any fractional position is rounded up to the next whole share; no cash payments are made.

Did the authorized share count change after the reverse split?

No. Authorized common shares remain at 1,200,000,000.

What is the new CUSIP number for AYRO common stock?

Post-split shares trade under CUSIP 054748306.

How are AYRO’s options and warrants affected?

All outstanding equity awards, warrants and convertible securities are adjusted proportionally to the 1-for-16 ratio, including exercise or conversion prices.