Fabric.AI (AYRO) amendment: Iroquois reports convertible Preferreds, large warrants

Rhea-AI Filing Summary

Fabric.AI, Inc. ownership filing updates beneficial holdings reported by Iroquois Capital Management LLC and two related reporting persons. The filing shows holdings that reflect convertible preferred stock and warrants subject to a 9.99% blocker, with the percent ownership calculated using an estimated 1,455,975 shares of Common Stock outstanding as of March 30, 2026.

The statement discloses that Iroquois Master Fund held 1,384 shares of Common Stock, 1,415.28 shares of Preferred Stock convertible into Common Stock and warrants to purchase 945,085 shares; ICIG held 2,570 Common shares, 2,264.15 convertible Preferred shares and warrants to purchase 1,666,153 shares. The cover pages list beneficial ownership figures that give effect to the blockers.

Insights

Institutional Ownership Analyst

This amendment clarifies beneficial ownership counts and blocker effects for Iroquois-related holders.

The filing itemizes Common Stock, convertible Preferred Stock and Warrants held by Iroquois Master Fund and ICIG and presents percentages computed on an estimated March 30, 2026 outstanding base of 1,455,975 shares. It explicitly states that conversion/exercise figures give effect to a 9.99% blocker.

Cash‑flow treatment and any planned exercises or sales are not disclosed; subsequent filings would be required to show transfers, exercises, or changes in voting/control. The reported per‑holder counts and blocker language are the primary facts to track for potential ownership changes.

Key Figures

Shares outstanding (used): 1,455,975 shares Iroquois Master Fund Common shares held: 1,384 shares Iroquois Master Fund warrants: 945,085 warrants +5 more

8 metrics

Shares outstanding (used) 1,455,975 shares as of <date>March 30, 2026</date>

Iroquois Master Fund Common shares held 1,384 shares reported holding (Iroquois Master Fund)

Iroquois Master Fund warrants 945,085 warrants warrants to purchase Common Stock (subject to blockers)

ICIG Common shares held 2,570 shares reported holding (ICIG)

ICIG warrants 1,666,153 warrants warrants to purchase Common Stock (subject to blockers)

Convertible Preferred shares (Iroquois Master Fund) 1,415.28 shares preferred shares convertible into Common (subject to blockers)

Convertible Preferred shares (ICIG) 2,264.15 shares preferred shares convertible into Common (subject to blockers)

Blocker percentage applied 9.99% conversion/exercise blocker referenced in filing

Key Terms

9.99% blocker, Warrants, convertible Preferred Stock, Beneficially owned

4 terms

9.99% blocker regulatory

"Includes 160,058 shares ... subject to a 9.99% blocker"

Warrants financial

"Warrants to purchase 945,085 shares of Common Stock"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

convertible Preferred Stock financial

"1,415.28 shares of Preferred Stock convertible into shares of Common Stock"

Convertible preferred stock is a special class of company shares that pays priority, usually fixed, payments to holders and can be exchanged later for a set number of common shares. It matters to investors because it combines steady income and added protection with the chance to share in a company’s upside; think of it as a hybrid between a bond that pays regularly and an option to convert into growth-oriented stock, where the conversion rules influence both potential gains and how much common shareholders’ ownership may be reduced.

Beneficially owned regulatory

"Amount beneficially owned: See Item 9 on the cover pages hereto"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 9)

Fabric.AI, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

054748306

(CUSIP Number)

03/31/2026

(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)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 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 161,442.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 161,442.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

161,442.00

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 160,058 shares of Common Stock issuable upon conversion of Preferred Stock and exercise of the Warrants (See Item 4). As more fully described in Item 4, the Preferred Stock and certain Warrants are subject to a 9.99% blocker (other than certain Warrants which are subject to a 4.99% blocker), and the percentage set forth in row (11) gives effect to such blockers. The shares reported in rows (6), (8) and (9) show the number of shares of Common Stock issuable upon conversion and/or exercise of such reported securities, giving effect to the 9.99% blockers.

SCHEDULE 13G

CUSIP Number(s): 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 161,310.00
6	Shared Voting Power 161,442.00
7	Sole Dispositive Power 161,310.00
8	Shared Dispositive Power 161,442.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

161,156.00

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 157,202 shares of Common Stock issuable upon conversion of Preferred Stock and exercise of the Warrants (See Item 4). As more fully described in Item 4, the Preferred Stock and certain Warrants are subject to a 9.99% blocker (other than certain Warrants which are subject to a 4.99% blocker), and the percentage set forth in row (11) gives effect to such blockers. The shares reported in rows (5), (6), (7), (8) and (9) show the number of shares of Common Stock issuable upon conversion and/or exercise of such reported securities, giving effect to the 9.99% blockers.

SCHEDULE 13G

CUSIP Number(s): 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 161,442.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 161,442.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

161,442.00

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 160,058 shares of Common Stock issuable upon conversion of Preferred Stock and exercise of the Warrants (See Item 4). As more fully described in Item 4, the Preferred Stock and certain Warrants are subject to a 9.99% blocker (other than certain Warrants which are subject to a 4.99% blocker), and the percentage set forth in row (11) gives effect to such blockers. The shares reported in rows (6), (8) and (9) show the number of shares of Common Stock issuable upon conversion and/or exercise of such reported securities, giving effect to the 9.99% blockers.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Fabric.AI, Inc.
(b)	Address of issuer's principal executive offices: 1185 Avenue of the Americas, New York, NY 10036
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, $0.0001 par value
(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 1,384 shares of Common Stock, 1,415.28 shares of Preferred Stock convertible into shares of Common Stock (subject to the 9.99% blocker) and Warrants to purchase 945,085 shares of Common Stock (subject to the blockers). ICIG held 2,570 shares of Common Stock, 2,264.15 shares of Preferred Stock convertible into shares of Common Stock (subject to the 9.99% blocker) and Warrants to purchase 1,666,153 shares of Common Stock (subject to the blockers). Accordingly, the amount of shares reported in Items 5, 6, 7, 8 and 9 include 161,595 of shares of Common Stock issuable upon conversion and/or exercise of such reported securities, giving effect to the 9.99% blockers.
(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 1,455,975 shares of Common Stock issued and outstanding as of March 30, 2026 as provided in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 30, 2026 and assumes the exercise of the Company's reported warrants held by the Reporting Persons (the "Warrants") and conversion of the Company's reported preferred stock (the "Preferred Stock"), each subject to the blockers. The percentage set forth in Item 11 of the cover page for each Reporting Person gives effect to the blockers.
(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.
	Not Applicable
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:	05/14/2026

Richard Abbe

Signature:	/s/ Richard Abbe
Name/Title:	Richard Abbe
Date:	05/14/2026

Kimberly Page

Signature:	/s/ Kimberly Page
Name/Title:	Kimberly Page
Date:	05/14/2026

FAQ

What ownership does Iroquois report for Fabric.AI (AYRO)?

Iroquois Master Fund reports 1,384 Common shares, 1,415.28 convertible Preferred shares and warrants for 945,085 shares. These counts are presented with conversion/exercise amounts adjusted for the stated blockers.

How does the filing treat Preferreds and Warrants for AYRO?

The filing treats convertible Preferred Stock and Warrants as issuable Common when calculating ownership, but gives effect to a 9.99% blocker (and certain warrants a 4.99% blocker) in the reported counts and percentages.

What base share count is AYRO using to compute percentages?

Percentages are computed using an estimated 1,455,975 shares of Common Stock outstanding as of March 30, 2026, per the filing's cited Annual Report on Form 10-K.

What holdings does ICIG report for Fabric.AI (AYRO)?

ICIG reports 2,570 Common shares, 2,264.15 convertible Preferred shares and warrants to purchase 1,666,153 Common shares, with conversion/exercise figures shown after applying the stated blockers.

Does the filing state who controls voting or disposition of these shares?

The cover pages show sole and shared voting and dispositive power rows for each reporting person; the narrative explains shared authority between Richard Abbe and Kimberly Page for Iroquois Master Fund investments.