--12-31
false
0001086745
0001086745
2025-08-06
2025-08-06
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
August
6, 2025
AYRO,
INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-34643 |
|
98-0204758 |
| (State or other jurisdiction
of |
|
(Commission |
|
(IRS Employer |
| incorporation) |
|
File No.) |
|
Identification No.) |
1185
Avenue of the Americas
New
York, NY 10036
(Address
of principal executive offices and zip code)
512-994-4917
(Registrant’s
telephone number, including area code)
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.
As
previously reported in a Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 5, 2025 (the “August
2025 Form 8-K”), on August 4, 2025, AYRO, Inc. (the “Company”) entered into a Securities Purchase Agreement (“Series
I Purchase Agreement”) with certain accredited investors (the “Series I Investors”), pursuant to which it agreed to
sell to the Series I Investors (i) an aggregate of 7,000 shares of the Company’s newly-designated Series I Convertible Preferred
Stock (the “Series I Preferred Stock”), with a par value of $0.0001 per share and a stated value of $1,000 per share, initially
convertible into up to 875,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”)
at an initial conversion price of $8.00 per share and (ii) warrants to acquire up to an aggregate of 875,000 shares of Common Stock at
an exercise price of $8.00 per share.
On
August 6, 2025, the Company filed the Certificate of Designations of Series I Preferred Stock with the Secretary of State of the State
of Delaware (the “Series I Certificate of Designations”), thereby creating the Series I Preferred Stock. The Series I Certificate
of Designations became effective with the Secretary of State of the State of Delaware upon filing.
In
addition, as previously disclosed, on August 7, 2023, the Company entered into a Securities Purchase Agreement (the “Series H-7
Purchase Agreement”) with certain accredited investors (the “Series H-7 Holders”) pursuant to which it agreed to sell
to the Series H-7 Holders (i) shares of the Company’s Series H-7 Preferred Stock and (ii) warrants to purchase shares of Common
Stock, subject to adjustment (the “Series H-7 Warrants”). On August 4, 2025, as previously reported in the August 2025 Form
8-K, the Company entered into an Omnibus Waiver, Consent, Notice and Amendment Agreement (the “Series H-7 Amendment”), pursuant
to which it agreed to (i) amend the Series H-7 Purchase Agreement to amend the definition of “Excluded Securities” as set
forth in the Series H-7 Amendment, (ii) waive certain rights under the Series H-7 Purchase Agreement, Series H-7 Warrants and the Certificate
of Designations of Series H-7 Preferred Stock (the “Series H-7 Certificate of Designations”) in respect of the issuance of
the Series I Preferred Stock and entrance by the Company into the Series I Purchase Agreement, (iii) consent to the issuance of the Series
I Preferred Stock, as required pursuant to certain terms of the Series H-7 Certificate of Designations, the Series H-7 Purchase Agreement
and the Series H-7 Warrants, as applicable, and (iv) amend the Series H-7 Certificate of Designations, as described below, by filing
a Certificate of Amendment to the Series H-7 Certificate of Designations (the “Certificate of Amendment”) with the Secretary
of State of the State of Delaware.
On
August 6, 2025, the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware, thereby amending
the Series H-7 Certificate of Designations to (i) extend the maturity date to February 4, 2027, (ii) revise the applicable payment dates
and corresponding payable amounts of Dividends and Installment Amounts (each as defined in the Series H-7 Certificate of Designations),
(iii) modify the definition of “Excluded Securities” and (iv) modify the schedule of Installment Dates (as defined in the
Series H-7 Certificate of Designations).
The
foregoing descriptions of the Series I Certificate of Designations and the Certificate of Amendment do not purport to be complete and
are qualified in their entirety by reference to the full text of such documents, copies of which are filed as Exhibits 3.1 and 3.2, respectively,
to this Current Report on Form 8-K and incorporated herein by reference.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The
matters described in Item 3.03 of this Current Report on Form 8-K related to the filing of the Certificate of Amendment and the Series
I Certificate of Designations are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit
Number |
|
Description |
| 3.1 |
|
Certificate of Designations of Series I Convertible Preferred Stock of AYRO, Inc. |
| 3.2 |
|
Certificate of Amendment of Certificate of Designations of Series H-7 Convertible Preferred Stock 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.
| Date: August 12, 2025 |
AYRO, INC. |
| |
|
|
| |
By: |
/s/ Joshua
Silverman |
| |
Name: |
Joshua Silverman |
| |
Title: |
Executive Chairman |
