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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):
September 18, 2025
StableX
Technologies, 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)
AYRO,
Inc.
(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 |
|
SBLX |
|
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
4.01 |
Changes
in Registrant’s Certifying Accountant. |
(a)
Dismissal of Independent Registered Public Accounting Firm
On
September 18, 2025, the Audit Committee of the Board of Directors (the “Committee”) of StableX Technologies, Inc.
(the “Company”) approved the dismissal of CBIZ CPAs P.C. (“CBIZ CPAs”) as the Company’s independent registered
public accounting firm, effective as of the same date.
As
previously disclosed in a Current Report on Form 8-K filed on April 11, 2025, on April 10, 2025, Marcum LLP was dismissed, and CBIZ
CPAs was appointed, as the Company’s independent registered public accounting firm. CBIZ CPAs did not issue any audit report
during the period of its engagement.
From
April 10, 2025 through September 18, 2025, the date of CBIZ CPAs’ dismissal, there were (a) no disagreements (as defined
in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and CBIZ CPAs on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction
of CBIZ CPAs, would have caused CBIZ CPAs to make reference to such disagreement in its reports, if such reports had been issued, and
(b) no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K and the related instructions), except for the
material weakness in the Company’s internal control over financial reporting due to: (i) the fact that the Company was unable to
document, formalize, implement and revise where necessary controls, policies and procedure documentation to evidence a system of controls,
inclusive of IT controls, including testing of such controls that is consistent with the Company’s current personnel and available
resources; (ii) the failure to document, maintain and test effective control activities over the Company’s control environment,
risk assessment, information technology and monitoring components; and (iii) the Company’s insufficient segregation of duties,
oversight of work performed and lack of compensating controls in the Company’s finance and accounting functions, including, without
limitation, the processing, review and authorization of all routine and non-routine transactions, due to limited personnel and resources,
each as disclosed in the Company’s Annual Report for the fiscal year ended December 31, 2024.
The
Company provided CBIZ CPAs with a copy of this Current Report on Form 8-K prior to its filing with the U.S. Securities and Exchange Commission
(the “SEC”) and requested that CBIZ CPAs furnish the Company with a letter addressed to the SEC, pursuant to Item 304(a)(3)
of Regulation S-K, stating whether it agrees with the above statements and, if it does not agree, the respects in which it does not agree.
A copy of the letter, dated September 22, 2025, is filed as Exhibit 16.1 (which is incorporated by reference herein) to this Current
Report on Form 8-K.
(b)
Appointment of New Independent Registered Public Accounting Firm
On
September 19, 2025, the Committee engaged Stephano Slack LLC (“Stephano”) as the Company’s independent registered public
accounting firm for the fiscal year ending December 31, 2025, effective immediately. During the fiscal years ended December 31, 2024,
and December 31, 2023, and the subsequent interim period through September 19, 2025, neither the Company nor anyone on its behalf has
consulted with Stephano regarding (i) the application of accounting principles to any specified transaction, either completed or proposed,
or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral
advice was provided to the Company that Stephano concluded was an important factor considered by the Company in reaching a decision as
to any accounting, auditing, or financial reporting issue, or (ii) any matter that was either the subject of a “disagreement,”
as defined in Item 304(a)(1)(iv) of Regulation S-K, or a “reportable event,” as defined in Item 304(a)(1)(v) of Regulation
S-K.
| Item
9.01 |
Financial
Statements and Exhibits. |
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 16.1 |
|
Letter from CBIZ CPAs P.C. to the Securities and Exchange Commission dated September 22, 2025 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
| |
StableX
Technologies , Inc. |
| |
|
|
| Date:
September 22, 2025 |
By: |
/s/
Joshua Silverman |
| |
Name: |
Joshua
Silverman |
| |
Title: |
Chief
Executive Officer |
