Iroquois Discloses Convertible Preferred Driving 9.99% AYRO Holding

Rhea-AI Filing Summary

AYRO, Inc. Schedule 13G/A discloses beneficial ownership positions reported by Iroquois Capital Management, LLC and two associated individuals, Richard Abbe and Kimberly Page. The filing shows Iroquois beneficially holds 179,450 shares (reported as 9.99% of the class), Mr. Abbe aggregates 507,899 shares (9.99%), and Ms. Page aggregates 507,899 shares (9.99%), with reported voting and dispositive power details for each party.

The reported totals include a combined 499,634 shares of common stock issuable upon conversion of preferred stock; those conversions are explicitly stated to be subject to a 9.99% blocker. The percentage calculations reference an estimated 543,217 shares outstanding used to compute the 9.99% figures. The filing also explains overlapping authorities between the reporting persons and clarifies that such statements are not admissions of beneficial ownership of other reporting persons' shares.

Positive

• Clear disclosure of beneficial ownership amounts by Iroquois Capital, Richard Abbe, and Kimberly Page, including voting and dispositive power breakdowns
• Conversion effects disclosed: the filing explicitly includes the number of common shares issuable upon conversion of preferred stock (499,634) and shows those amounts in reported totals
• Percentage basis provided: the filing states the estimated common shares outstanding used for calculations (543,217), enabling verification of the 9.99% figures

Negative

• Complex overlapping ownership and shared authorities between reporting persons may complicate clear attribution of beneficial ownership
• Conversion subject to a 9.99% blocker, which constrains the reported convertible preferred shares and may limit straightforward conversion or voting effects

Insights

Financial Analyst

TL;DR: Iroquois and related individuals report near-10% economic exposure to AYRO, largely driven by convertible preferred shares subject to a blocker.

The filing quantifies positions: Iroquois Capital reports 179,450 shares and each principal, Richard Abbe and Kimberly Page, report aggregates of 507,899 shares, with the reported totals incorporating 499,634 shares issuable on conversion of preferred stock. The use of an estimated 543,217 share base produces the 9.99% figures, and the preferred conversion is explicitly constrained by a 9.99% blocker, which affects the practical convertibility and reported percentages. This is a disclosure of substantial economic exposure rather than an overt control assertion.

Corporate Governance Expert

TL;DR: The disclosure reveals a layered ownership structure and an explicit conversion blocker that shapes voting and disposition outcomes.

The statement details voting/dispositive splits: Iroquois shows shared voting and dispositive power for 179,450 shares; Mr. Abbe reports sole voting/dispositive power over 328,449 shares plus the 179,450 shared component; Ms. Page reports only shared power. The filing also cautions that overlapping authority between reporting persons should not be read as admissions of another's beneficial ownership, underscoring complexity in control attribution. The explicit 9.99% conversion blocker is a key legal constraint embedded in reported figures.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 5)

AYRO, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

054748306

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 054748306

1

Names of Reporting Persons

Iroquois Capital Management, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 179,450.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 179,450.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

179,450.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.99 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: Includes 178,219 shares of Common Stock issuable upon conversion of Preferred Stock (See Item 4). As more fully escribed in Item 4, the Preferred Stock is subject to a 9.99% blocker, and the percentage set forth in row (11) gives effect to such blocker. The shares reported in rows (6), (8) and (9) show the number of shares of Common Stock issuable upon conversion of such reported securities, giving effect to the 9.99% blocker.

SCHEDULE 13G

CUSIP No. 054748306

1

Names of Reporting Persons

Richard Abbe

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 328,449.00
6	Shared Voting Power 179,450.00
7	Sole Dispositive Power 328,449.00
8	Shared Dispositive Power 179,450.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

507,899.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.99 %

12

Type of Reporting Person (See Instructions)

HC, IN

Comment for Type of Reporting Person: Includes 499,634 shares of Common Stock issuable upon conversion of Preferred Stock (See Item 4). As more fully described in Item 4, the Preferred Stock is subject to a 9.99% blocker, and the percentage set forth in row (11) gives effect to such blocker. The shares reported in rows (6), (8) and (9) show the number of shares of Common Stock issuable upon conversion of such reported securities, giving effect to the 9.99% blocker.

SCHEDULE 13G

CUSIP No. 054748306

1

Names of Reporting Persons

Kimberly Page

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 507,899.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 507,899.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

507,899.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.99 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: Includes 178,219 shares of Common Stock issuable upon conversion of Preferred Stock (See Item 4). As more fully described in Item 4, the Preferred Stock is subject to a 9.99% blocker, and the percentage set forth in row (11) gives effect to such blocker. The shares reported in rows (6), (8) and (9) show the number of shares of Common Stock issuable upon conversion of such reported securities, giving effect to the 9.99% blocker.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: AYRO, Inc.
(b)	Address of issuer's principal executive offices: 900 E. Old Settlers Boulevard, Suite 100, Round Rock, Texas 78664
Item 2.
(a)	Name of person filing: This statement is being filed by (i) Iroquois Capital Management LLC, a Delaware limited liability company ("Iroquois"), (ii) Richard Abbe, and (iii) Kimberly Page ("Mr. Abbe" and "Ms. Page," together with Iroquois, the "Reporting Persons"). Mr. Abbe shares authority and responsibility for the investments made on behalf of Iroquois Master Fund Ltd. ("Iroquois Master Fund") with Ms. Kimberly Page, each of whom is a director of the Iroquois Master Fund. As such, Mr. Abbe and Ms. Page may each be deemed to be the beneficial owner of all shares of Common Stock held by Iroquois Master Fund. Iroquois Capital is the investment advisor for Iroquois Master Fund and Mr. Abbe is the President of Iroquois Capital. Mr. Abbe has the sole authority and responsibility for the investments made on behalf of Iroquois Capital Investment Group LLC ("ICIG"). As such, Mr. Abbe may be deemed to be the beneficial owner of all shares of Common Stock held by Iroquois Master Fund and ICIG. The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of shares of Common Stock owned by another Reporting Person.
(b)	Address or principal business office or, if none, residence: The principal business address for each of the Reporting Persons is 2 Overhill Road, Scarsdale, NY 10583.
(c)	Citizenship: Iroquois Capital Management LLC is a Delaware limited liability company. Richard Abbe is an individual who is a citizen of the United States of America. Kimberly Page is an individual who is a citizen of the United States of America.
(d)	Title of class of securities: Common Stock
(e)	CUSIP No.: 054748306
Item 4.	Ownership
(a)	Amount beneficially owned: See Item 9 on the cover pages hereto. As of the date of the event which requires filing of this statement, Iroquois Master Fund held 1,231 shares of Common Stock and 1,183.35 shares of Preferred Stock convertible into shares of Common Stock (subject to the blocker). ICIG held 7,034 shares of Common Stock and 2,134.16 shares of Preferred Stock convertible into shares of Common Stock (subject to the 9.99% blocker). Accordingly, the amount of shares reported in Items 6, 8 and 9 include 499,634 of shares of Common Stock issuable upon conversion of such reported securities, giving effect to the 9.99% blocker.
(b)	Percent of class: See Item 11 on the cover pages hereto. The percentage set forth in Row 11 of the cover page for each Reporting Person is based on an estimated 543,217 shares of common stock issued and outstanding as of June 26, 2025 as disclosed in that certain AYRO, Inc. press release, dated June 24th, 2025 and assumes the conversion of the ompany's Preferred Stock, subject to the 9.99% blocker. The percentage set forth in Item 11 of the cover page for each Reporting Person gives effect to the blocker, if applicable.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See Item 5 on the cover pages hereto.
	(ii) Shared power to vote or to direct the vote: See Item 6 on the cover pages hereto.
	(iii) Sole power to dispose or to direct the disposition of: See Item 7 on the cover pages hereto.
	(iv) Shared power to dispose or to direct the disposition of: See Item 8 on the cover pages hereto.
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Iroquois Capital Management, LLC

Signature:	/s/ Richard Abbe
Name/Title:	Richard Abbe
Date:	08/13/2025

Richard Abbe

Signature:	/s/ Richard Abbe
Name/Title:	Richard Abbe
Date:	08/13/2025

Kimberly Page

Signature:	/s/ Kimberly Page
Name/Title:	Kimberly Page
Date:	08/13/2025

FAQ

What stake does Iroquois Capital report in AYRO (AYRO)?

The filing reports Iroquois Capital Management, LLC beneficially holds 179,450 shares, reported as 9.99% of AYRO's outstanding common stock.

How many shares do Richard Abbe and Kimberly Page report owning in AYRO?

Each reporting person shows an aggregate of 507,899 shares reported as 9.99% of the class; Mr. Abbe reports sole voting/dispositive power over 328,449 shares plus 179,450 shared, while Ms. Page reports 507,899 in shared voting/dispositive power.

Do the reported totals include convertible preferred shares?

Yes. The reported figures include 499,634 shares issuable upon conversion of the company's preferred stock, and those conversions are stated to be subject to a 9.99% blocker.

What share count was used to calculate the 9.99% figures for AYRO?

The filing cites an estimated 543,217 shares of common stock outstanding as the basis for computing the reported 9.99% ownership percentages.

Does the filing state these holdings aim to change control of AYRO?

No. The certification states the securities were not acquired and are not held for the purpose of changing or influencing control of the issuer, other than activities solely in connection with a nomination under the referenced rule.