AYRO Form D: $7.0M sold, 140,000 placement-agent warrants disclosed

Rhea-AI Filing Summary

AYRO, Inc. filed a Form D reporting a Regulation D offering under Rule 506(b). The notice states the total offering amount was $7,000,000, the total amount sold was $7,000,000, and $0 remains to be sold. The issuer reports 10 investors have invested to date and identifies the first sale date as 2025-08-08. Sales commissions are reported as $560,000 (listed as an estimate) and the issuer issued placement-agent warrants to purchase up to 140,000 shares at an $8.00 exercise price (subject to adjustment). The filing lists AYRO's principal address in New York and names Joshua Silverman as CEO, Joseph Ramelli as CFO and several directors and officers.

Positive

• Offering fully sold: Total offering amount $7,000,000 and total amount sold $7,000,000 with $0 remaining to be sold.
• Regulation D exemption used: Offering claimed under Rule 506(b), a common SEC exemption for private placements.
• Officer and director identities disclosed: CEO, CFO and other officers/directors are named with principal business address.

Negative

• Sales commissions disclosed: Estimated sales commissions of $560,000 were paid in connection with the offering.
• Placement-agent warrants issued: Issuer issued warrants to purchase up to 140,000 shares at an $8.00 exercise price (subject to price-based adjustment), which may affect future equity dilution.

Insights

Securities Analyst

TL;DR: AYRO completed a $7.0M Rule 506(b) offering fully sold as reported, with placement-agent warrants and material estimated commissions.

The Form D indicates a completed exempt offering totaling $7,000,000 with no remaining securities to sell, filed under Rule 506(b). The filing discloses estimated sales commissions of $560,000 and warrants issued to placement agents to purchase up to 140,000 shares at an $8.00 exercise price (subject to adjustment). Ten investors are reported. For investors evaluating dilution and transaction costs, the placement-agent warrants and the stated commission expense are directly relevant to capitalization and cost of capital.

Corporate Governance Expert

TL;DR: Filing transparently names executive officers and directors and discloses placement-agent compensation tied to the offering.

The Form D lists principal officers (including CEO Joshua Silverman and CFO Joseph Ramelli) and multiple directors, and clearly identifies placement agents and their addresses. It also confirms no proceeds were designated for payments to named officers or directors. The disclosure of placement-agent warrants and estimated commissions provides necessary governance-level transparency about who benefited from the offering and potential future equity dilution.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001086745

DropCar, Inc.

WPCS INTERNATIONAL INC

PHOENIX STAR VENTURES INC

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

AYRO, Inc.

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
AYRO, Inc.
Street Address 1		Street Address 2
1185 AVENUE OF THE AMERICAS
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
NEW YORK	NEW YORK	10036	(512) 994-4917

3. Related Persons

Last Name	First Name	Middle Name
Silverman	Joshua
Street Address 1	Street Address 2
1185 Avenue of the Americas
City	State/Province/Country	ZIP/PostalCode
NEW YORK	NEW YORK	10036

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Chief Executive Officer

Last Name	First Name	Middle Name
Ramelli	Joseph
Street Address 1	Street Address 2
1185 Avenue of the Americas
City	State/Province/Country	ZIP/PostalCode
NEW YORK	NEW YORK	10036

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Financial Officer

Last Name	First Name	Middle Name
Villarreal	Gilbert
Street Address 1	Street Address 2
1185 Avenue of the Americas
City	State/Province/Country	ZIP/PostalCode
NEW YORK	NEW YORK	10036

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

President of AYRO Operating Company

Last Name	First Name	Middle Name
Devlin	George
Street Address 1	Street Address 2
1185 Avenue of the Americas
City	State/Province/Country	ZIP/PostalCode
NEW YORK	NEW YORK	10036

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Joseph	Zvi
Street Address 1	Street Address 2
1185 Avenue of the Americas
City	State/Province/Country	ZIP/PostalCode
NEW YORK	NEW YORK	10036

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Schiffman	Greg
Street Address 1	Street Address 2
1185 Avenue of the Americas
City	State/Province/Country	ZIP/PostalCode
NEW YORK	NEW YORK	10036

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Walker	Wayne
Street Address 1	Street Address 2
1185 Avenue of the Americas
City	State/Province/Country	ZIP/PostalCode
NEW YORK	NEW YORK	10036

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

X

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-08-08				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
X	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
GP Nurmenkari Inc.	000153480
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
22 Elizabeth Street
City	State/Province/Country	ZIP/Postal Code
Norwalk	CONNECTICUT	06854
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US
NEW YORK

Recipient	Recipient CRD Number None
Palladium Capital Group, LLC	000129400
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
152 West 57th Street
City	State/Province/Country	ZIP/Postal Code
New York	NEW YORK	10019
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US
NEW YORK

13. Offering and Sales Amounts

Total Offering Amount	$7,000,000	USD	or Indefinite
Total Amount Sold	$7,000,000	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

10

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$560,000	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

Issuer issued to placement agents (or their designees) warrants to purchase up to 140,000 shares at an exercise price of $8.00 (subject to price-based adjustment) under Section 4(a)(2)

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
AYRO, Inc.	/s/ Joshua Silverman	Joshua Silverman	Chief Executive Officer	2025-08-19

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

What exemption did AYRO (AYRO) rely on for this offering?

The filing states the offering was made under Rule 506(b) of Regulation D.

How much did AYRO raise in the offering?

The Form D reports a total offering amount of $7,000,000 and total amount sold as $7,000,000.

How many investors participated in AYRO's offering?

The filing reports that 10 investors have invested in the offering to date.

Were there placement agents or brokers involved in the AYRO offering?

Yes; placement agents are named (including GP Nurmenkari Inc. and Palladium Capital Group, LLC) and sales commissions are reported as $560,000 (estimate).

Did AYRO issue any warrants or options related to the offering?

Yes; the issuer issued warrants to purchase up to 140,000 shares at an $8.00 exercise price (subject to price-based adjustment).

Was the offering connected to a business combination transaction?

No; the Form D indicates the offering is not being made in connection with a business combination transaction.