SBLX / StableX Technologies, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

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 2, 2025 StableX Technol

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 2, 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 Empl

AYRO, Inc. Announces Name Change to StableX Technologies, Inc. Reflecting New Focus on Investment Tied to the Growth of the Stablecoin Industry Company to change its ticker to “SBLX,” which will begin trading on Nasdaq at the open of the market on Au

Exhibit 99.2 AYRO, Inc. Announces Name Change to StableX Technologies, Inc. Reflecting New Focus on Investment Tied to the Growth of the Stablecoin Industry Company to change its ticker to “SBLX,” which will begin trading on Nasdaq at the open of the market on August 25, 2025 NEW YORK, NY (August 22, 2025) – StableX Technologies, Inc., formally AYRO, Inc. (Nasdaq:AYRO) (“StableX” or the “Company”)

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 21, 2025 StableX Technolog

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 21, 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 Employ

Certificate of Amendment of Certificate of Incorporation of AYRO, INC.

Exhibit 3.1 Certificate of Amendment of Certificate of Incorporation of AYRO, INC. AYRO, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”) hereby certifies: 1. The Amended and Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of Delaware on May 28, 2020 (as amended,

OMNIBUS Amendment

Exhibit 4.1 OMNIBUS Amendment This Omnibus Amendment (this “Amendment”), dated as of August 26, 2025, is by and among StableX Technologies, Inc., a Delaware corporation (the “Company”), and the investor listed on the signature page attached hereto (the “Investor”). WITNESSETH Whereas, the Company and the Investor are party to that certain Securities Purchase Agreement, dated as of August 4, 2025 (

STABLEX TECHNOLOGIES, INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET JUNE 30, 2025

Exhibit 99.1 STABLEX TECHNOLOGIES, INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET JUNE 30, 2025 Historical Pro Forma Adjustments Pro Forma ASSETS Current assets: Cash and cash equivalents $ 5,132,867 $ 6,200,000 $ 11,332,867 Restricted cash 109,576 - 109,576 Marketable securities 3,291,450 - 3,291,450 Prepaid expenses and other current assets 296,823 - 296,823 Total

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34643 AYRO, INC.

Employment Agreement, by and between Ayro, Inc. and Joshua Silverman, dated as of August 14, 2025.

Exhibit 10.5 EXECUTIVE COMPENSATION AGREEMENT This Executive Compensation Agreement (“Agreement”) is entered into as of August 14, 2025 (the “Effective Date”), by and between AYRO, Inc. a Delaware corporation (together with its successors and assigns, “Company”), and Josh Silverman (“Executive”). The Company and Executive are each referred to in this Agreement as a “Party” and collectively as “Par

Certificate of Amendment of Certificate of Designations of Series H-7 Convertible Preferred Stock of AYRO, Inc.

Exhibit 3.2 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF DESIGNATIONS OF SERIES H-7 CONVERTIBLE PREFERRED STOCK OF AYRO, INC. PURSUANT TO SECTION 242 OF THE DELAWARE GENERAL CORPORATION LAW This Certificate of Amendment to the Certificate of Designations of Series H-7 Convertible Preferred Stock (the “Amendment”) is dated as of August 6, 2025. WHEREAS, the board of directors (the “Board”) of AYRO, I

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

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)

Certificate of Designations of Series I Convertible Preferred Stock of AYRO, Inc.

Exhibit 3.1 CERTIFICATE OF DESIGNATIONS OF SERIES I CONVERTIBLE PREFERRED STOCK OF AYRO, INC. I, Joshua Silverman, hereby certify that I am the Executive Chairman of AYRO, Inc. (the “Company”), a corporation organized and existing under the Delaware General Corporation Law (the “DGCL”), and further do hereby certify: That pursuant to the authority expressly conferred upon the Board of Directors of

Form of Purchase Agreement.

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 4, 2025, is by and among AYRO, Inc., a Delaware corporation (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”). RECITALS A. The Company has authorized a new series of convertible preferr

Form of Certificate of Designations of Series I Convertible Preferred Stock.

Exhibit 3.1 CERTIFICATE OF DESIGNATIONS OF SERIES I CONVERTIBLE PREFERRED STOCK OF AYRO, INC. I, Joshua Silverman, hereby certify that I am the Executive Chairman of AYRO, Inc. (the “Company”), a corporation organized and existing under the Delaware General Corporation Law (the “DGCL”), and further do hereby certify: That pursuant to the authority expressly conferred upon the Board of Directors of

AYRO, Inc. Announces Target Goal of Acquiring$100 million in Crypto Assets in the Stablecoin Industry Crypto expert James Altucher to lead the Company’s digital asset treasury strategy, focused on the first pure play, investing in multiple tokens tha

Exhibit 99.1 AYRO, Inc. Announces Target Goal of Acquiring$100 million in Crypto Assets in the Stablecoin Industry Crypto expert James Altucher to lead the Company’s digital asset treasury strategy, focused on the first pure play, investing in multiple tokens that are building the foundation of the stablecoin industry NEW YORK, NY (August 5, 2025) – AYRO, Inc. (NASDAQ: AYRO) (“AYRO” or the “Compan

Certificate of Amendment of Certificate of Designations of Series H-7 Convertible Preferred Stock of AYRO, Inc.

Exhibit 3.2 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF DESIGNATIONS OF SERIES H-7 CONVERTIBLE PREFERRED STOCK OF AYRO, INC. PURSUANT TO SECTION 242 OF THE DELAWARE GENERAL CORPORATION LAW This Certificate of Amendment to the Certificate of Designations of Series H-7 Convertible Preferred Stock (the “Amendment”) is dated as of [ ], 2025. WHEREAS, the board of directors (the “Board”) of AYRO, Inc.,

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 4, 2025 AYRO, INC. (Exact

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 4, 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)

Form of Registration Rights Agreement.

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 4, 2025, is by and among AYRO, Inc., a Delaware corporation (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”). RECITALS A.    In connection with the Securities Purchase Agreement by and among the parties hereto, dated as of August 4, 2025

Form of Omnibus Waiver, Consent, Notice and Amendment, by and among AYRO, Inc. and the investors party thereto.

Exhibit 10.4 OMNIBUS Waiver, Consent, notice and AMENDMENT AGREEMENT This Omnibus Waiver, Consent, Notice and Amendment Agreement (this “Agreement”), dated as of August 4, 2025, is by and among AYRO, Inc., a Delaware corporation (the “Company”), and each investor listed on the signature page attached hereto (collectively, the “Investors”). WITNESSETH Whereas, the Company and the Investors are part

Form of Warrant.

Exhibit 4.1 FORM OF WARRANT NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION

Consulting Services Agreement, dated as of August 4, 2025, by and between the Company, James Altucher and Z-List Media, Inc.

Exhibit 10.3 CONSULTING SERVICES AGREEMENT This Consulting Services Agreement (the “Agreement”) is made effective as August 4, 2025 (the “Effective Date”), by and between AYRO, Inc. (the “Company”), Z-List Media, Inc. (the “Consultant”), and James Altucher (the “Service Provider”) (collectively, the Company, the Consultant, and the Service Provider, the “Parties” or individually a “Party”). WHEREA

Form of Consulting Warrant.

Exhibit 4.2 FORM OF WARRANT NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 AYRO, INC. (Exact name of registrant as specified in its charter) Delaware 98-0204758 (State or other jurisdiction of incorporation) (IRS Employer Identification Number) 1185 Avenue of the Americas

Rights Agreement, dated as of July 31, 2025, between AYRO, Inc. and Equiniti Trust Company LLC, as Rights Agent.

Exhibit 4.1 AYRO, INC. and Equiniti Trust Company LLC, as Rights Agent RIGHTS AGREEMENT Dated as of July 31, 2025 TABLE OF CONTENTS Page Section 1. Certain Definitions 1 Section 2. Appointment of Rights Agent 9 Section 3. Issue of Right Certificates. 9 Section 4. Form of Right Certificates 11 Section 5. Countersignature and Registration. 11 Section 6. Transfer, Split Up, Combination and Exchange o

Certificate of Designations of Series A Junior Participating Preferred Stock

Exhibit 3.1 CERTIFICATE OF DESIGNATION of SERIES A JUNIOR PARTICIPATING PREFERRED STOCK of AYRO, Inc. Pursuant to Section 151 of the General Corporation Law of the State of Delaware AYRO, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), in accordance with the provisions of Section 103 thereof, DOES HEREBY CERTIFY: That pursuant to the authorit

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): July 31, 2025 AYRO, INC. (Exact n

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): July 31, 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)

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): June 23, 2025 AYRO, Inc. (Exact n

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): June 23, 2025 AYRO, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-34643 98-0204758 (State or other jurisdiction of incorporation) (Commission File No.) (IRS

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of AYRO, Inc.

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AYRO, INC. AYRO, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify that: 1. The Amended and Restated Certificate of Incorporation of the Corporation (as amended, the “Certificate of Incorporation”)

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) AYRO, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forwar

Form of Senior Indenture.

Exhibit 4.17 AYRO, INC. Issuer AND [ ] Trustee INDENTURE Dated as of [ ] Senior Debt Securities CROSS-REFERENCE TABLE (1) Section of Trust Indenture Act of 1939, as Amended Section of Indenture 310(a). 7.09 310(b). 7.08 7.10 310(c). Inapplicable 311(a). 7.13(a) 311(b). 7.13(b) 311(c). Inapplicable 312(a) 5.02(a) 312(b). 5.02(b) 312(c). 5.02(c) 313(a). 5.04(a) 313(b). 5.04(a) 313(c). 5.04(a) 5.04(b

As filed with the U.S. Securities and Exchange Commission on June 10, 2025

As filed with the U.S. Securities and Exchange Commission on June 10, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AYRO, INC. (Exact name of registrant as specified in its charter) Delaware 98-0204758 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer

Form of Subordinated Indenture.

Exhibit 4.18 AYRO, INC. Issuer AND [ ] Trustee INDENTURE Dated as of [ ] Subordinated Debt Securities CROSS-REFERENCE TABLE (1) Section of Trust Indenture Act of 1939, as Amended Section of Indenture 310(a). 7.09 310(b). 7.08 7.10 310(c). Inapplicable 311(a). 7.13(a) 311(b). 7.13(b) 311(c). Inapplicable 312(a). 5.02(a) 312(b). 5.02(b) 312(c). 5.02(c) 313(a). 5.04(a) 313(b). 5.04(a) 313(c). 5.04(a)

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of AYRO, Inc.

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AYRO, INC. AYRO, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify that: 1. The Amended and Restated Certificate of Incorporation of this Corporation (the “Certificate of Incorporation”) was filed

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

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): May 19, 2025 AYRO, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-34643 98-0204758 (State or other jurisdiction of incorporation) (Commission File No.) (IRS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34643 AYRO, INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, Shareholder Director Nominations

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): April 7, 2025 AYRO, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-34643 98-0204758 (State or other jurisdiction of incorporation) (Commission File No.) (IRS

Letter from Marcum LLP dated April 10, 2025

Exhibit 16.1 April 10, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: AYRO, Inc. Commission File Number 001-34643 Commissioners: We have read the statements made by AYRO, Inc. under Item 4.01 of its Form 8-K dated April 10, 2025. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statement

Form of Omnibus Waiver and Amendment Agreement, dated March 30, 2025, by and between AYRO, Inc. and the investors party thereto.

Exhibit 10.23 FORM OF OMNIBUS Waiver and AMENDMENT AGREEMENT This Omnibus Waiver and Amendment Agreement (this “Agreement”), dated as of March 30, 2025, is by and among AYRO, Inc., a Delaware corporation (the “Company”), and each investor listed on the signature page attached hereto (collectively, the “Investors”). WITNESSETH Whereas, the Company and the Investors are party to that certain Securit

Certificate of Amendment of Certificate of Designations of Series H-7 Convertible Preferred Stock.

Exhibit 3.2.3 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF DESIGNATIONS OF SERIES H-7 CONVERTIBLE PREFERRED STOCK OF AYRO, INC. PURSUANT TO SECTION 242 OF THE DELAWARE GENERAL CORPORATION LAW This Certificate of Amendment to the Certificate of Designations of Series H-7 Convertible Preferred Stock (the “Amendment”) is dated as of March 31, 2025. WHEREAS, the board of directors (the “Board”) of AYRO,

Description of Capital Stock.

Exhibit 4.18 DESCRIPTION OF CAPITAL STOCK The following description of the capital stock of AYRO, Inc. (“we,” “our,” “us” and the “Company”) and provisions of our Amended and Restated Certificate of Incorporation (as amended, the “Articles of Incorporation”), and Amended and Restated Bylaws (as amended, the “Bylaws”) are intended as summaries and are qualified by reference to the Articles of Incor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34643 AYRO, INC. (Exact name o

Submission of Matters to a Vote of Security Holders, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): December 30, 2024 AYRO, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-34643 98-0204758 (State or other jurisdiction of incorporation) (Commission File No.)

Third Amendment to the AYRO, Inc. Long-Term Incentive Plan.

Exhibit 10.1 THIRD AMENDMENT TO AYRO, INC. LONG-TERM INCENTIVE PLAN This THIRD AMENDMENT TO AYRO, INC. LONG-TERM INCENTIVE PLAN (this “Amendment”), effective as of December 30, 2024, is made and entered into by AYRO, Inc., a Delaware corporation (the “Company”). Terms used in this Amendment with initial capital letters that are not otherwise defined herein shall have the meanings ascribed to such

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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): December 2, 2024 AYRO, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-34643 98-0204758 (State or other jurisdiction of incorporation) (Commission File No.) (

Form of Waiver and Amendment, dated December 2, 2024, by and between AYRO, Inc. and the investors party thereto.

Exhibit 10.1 FORM OF Waiver and AMENDMENT AGREEMENT This Waiver and Amendment Agreement (this “Agreement”), dated as of December 2, 2024, is by and among AYRO, Inc., a Delaware corporation (the “Company”), and each investor listed on the signature page attached hereto (collectively, the “Investors”). WITNESSETH Whereas, the Company and the Investors are party to that certain Securities Purchase Ag

Form of Restricted Stock and Cash-Settled Restricted Stock Unit Award Agreement

Exhibit 10.2 RESTRICTED STOCK AND CASH-SETTLED RESTRICTED STOCK UNIT AWARD AGREEMENT AYRO, INC. LONG-TERM INCENTIVE PLAN 1. Grant of Awards. Pursuant to the AYRO, Inc. Long-Term Incentive Plan (the “Plan”) for Employees, Contractors, and Outside Directors of AYRO, Inc., a Delaware corporation (the “Company”), the Company grants to (the “Participant”) on , 2024 (the “Date of Grant”) the following A

Certificate of Amendment of Certificate of Designations of Series H-7 Convertible Preferred Stock.

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF DESIGNATIONS OF SERIES H-7 CONVERTIBLE PREFERRED STOCK OF AYRO, INC. PURSUANT TO SECTION 242 OF THE DELAWARE GENERAL CORPORATION LAW This Certificate of Amendment to the Certificate of Designations of Series H-7 Convertible Preferred Stock (the “Amendment”) is dated as of December 2, 2024. WHEREAS, the board of directors (the “Board”) of AYRO,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34643 AYRO,

AYRO / Ayro, Inc. / Iroquois Capital Management, LLC Passive Investment

SC 13G/A 1 c110566sc13ga.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2. (Amendment No. 2)* AYRO, INC. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 054748207 (CUSIP Number) September

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): October 29, 2024 AYRO, Inc. (Exac

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): October 29, 2024 AYRO, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-34643 98-0204758 (State or other jurisdiction of incorporation) (Commission File No.) (

AYRO / Ayro, Inc. / Rea Natale - SC 13D/A Activist Investment

SC 13D/A 1 tm2426913d1sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* AYRO, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 054748207 (CUSIP Number) Natale Rea 2000 16th Sideroad King City, Ontario, L7B 1A3 Canada (416) 882-2389 (Nam

Stock Repurchase Agreement, dated as of October 29, 2024

Exhibit 10.1 STOCK REPURCHASE AGREEMENT THIS STOCK REPURCHASE AGREEMENT is dated effective as of October 29, 2024 (the “Effective Date”), by and between AYRO, Inc., a Delaware corporation (the “Company”), and Natale Rea (“Rea”). Rea and the Company are together referred to herein as the “Parties” or singly as a “Party.” This Stock Repurchase Agreement and all documents and instruments delivered pu

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events

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 21, 2024 AYRO, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-34643 98-0204758 (State or other jurisdiction of incorporation) (Commission File No.) (I

AYRO Appoints New Management Team to Re-Engineer and Revamp a Lower Cost Low-Speed Electric Vehicle Appoints new President of operating division and new CFO

Exhibit 99.1 AYRO Appoints New Management Team to Re-Engineer and Revamp a Lower Cost Low-Speed Electric Vehicle Appoints new President of operating division and new CFO ROUND ROCK, TX (August 21, 2024) – AYRO, Inc. (NASDAQ: AYRO) (“AYRO” or the “Company”), a designer and manufacturer of electric, purpose-built delivery vehicles and solutions for micro distribution, micro-mobility, and last-mile d

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34643 AYRO, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): July 18, 2024 AYRO, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-34643 98-0204758 (State or other jurisdiction of incorporation) (Commission File No.) (IRS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34643 AYRO, INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2023 ☐ TRANSITION REP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34643 AYRO

AYRO, Inc. Insider Trading Policy

Exhibit 19.1 AYRO, INC. INSIDER TRADING POLICY (effective May 28, 2020) TABLE OF CONTENTS Page I. The Need for an Insider Trading Policy 2 II. What is Material Non-Public Information? 2 III. The Consequences of Insider Trading 4 IV. Our Policy 4 General Prohibition on Trading 4 Transactions by Family Members, Others in Your Household and Entities You Control 4 Other Companies’ Non-public Informati

Regulation FD Disclosure, Financial Statements and Exhibits

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): April 9, 2024 AYRO, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-34643 98-0204758 (State or other jurisdiction of incorporation) (Commission File No.) (IRS

AYRO Reports Year-End 2023 Financial Results and Provides Corporate Update

Exhibit 99.1 AYRO Reports Year-End 2023 Financial Results and Provides Corporate Update ROUND ROCK, TX (April 9, 2024) – AYRO, Inc. (NASDAQ: AYRO) (“AYRO” or the “Company”), a designer and manufacturer of electric, purpose-built delivery vehicles and solutions for micro distribution, micro-mobility, and last-mile delivery, today announces financial results for the year ended December 31, 2023, and

AYRO, Inc. Compensation Recovery Policy

Exhibit 97.1 AYRO, Inc. Compensation Recovery Policy This Compensation Recovery Policy (this “Policy”) of AYRO, Inc. (the “Company”) is hereby adopted as of November 22, 2023 in compliance with Rule 5608 of the Nasdaq Rules. Certain terms used herein shall have the meanings set forth in “Section 3. Definitions” below. Section 1. Recovery Requirement Subject to Section 4 of this Policy, in the even

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34643 AYRO, INC. (Exact name o

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events, Financial Statements and Exhibits

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): March 1, 2024 AYRO, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-34643 98-0204758 (State or other jurisdiction of incorporation) (Commission File No.) (IRS

General Release and Severance Agreement, by and between the AYRO, Inc. and David E. Hollingsworth, dated as of March 1, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 7, 2024)

Exhibit 10.1 GENERAL RELEASE AND SEVERANCE AGREEMENT This General Release and Severance Agreement (the “Agreement”), dated as of March 1, 2024 is made and entered into by and between David Hollingsworth (“Employee”) and AYRO, Inc. (the “Company”). For good and valuable consideration, receipt of which is hereby acknowledged, in order to effect a mutually satisfactory and amicable separation of empl

US0547482077 / AYRO INC / Iroquois Capital Management, LLC Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2. (Amendment No. 1)* AYRO, INC. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 054748207 (CUSIP Number) December 31, 2023 (Date of Event Which

Certificate of Amendment of Certificate of Designations of Series H-7 Convertible Preferred Stock of AYRO, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 9, 2024)

Exhibit 3.1 Certificate of Amendment of Certificate of Designations of Series H-7 Convertible Preferred Stock of AYRO, Inc. Pursuant to Section 242 of the Delaware General Corporation Law This Certificate of Amendment to the Certificate of Designations of Series H-7 Convertible Preferred Stock (the “Amendment”) is dated as of February 9, 2024. WHEREAS, the board of directors (the “Board”) of AYRO,

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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): February 9, 2024 AYRO, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-34643 98-0204758 (State or other jurisdiction of incorporation) (Commission File No.) (

Other Events

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): January 31, 2024 AYRO, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-34643 98-0204758 (State or other jurisdiction of incorporation) (Commission File No.) (

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): December 20, 2023 AYRO, Inc. (Exa

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): December 20, 2023 AYRO, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-34643 98-0204758 (State or other jurisdiction of incorporation) (Commission File No.)

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): December 11, 2023 AYRO, Inc. (Exa

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): December 11, 2023 AYRO, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-34643 98-0204758 (State or other jurisdiction of incorporation) (Commission File No.)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

General Release and Severance Agreement, by and between the Company and Thomas Wittenschlaeger, dated as of December 13, 2023.

Exhibit 10.1 GENERAL RELEASE AND SEVERANCE AGREEMENT This General Release and Severance Agreement (the “Agreement”), dated as of December 13, 2023 is made and entered into by and between Thomas Wittenschlaeger (“Employee”) and AYRO, Inc. (the “Company”). For good and valuable consideration, receipt of which is hereby acknowledged, in order to effect a mutually satisfactory and amicable separation

AYRO Names David Hollingsworth Interim President of AYRO’s Operating Division

Exhibit 99.1 AYRO Names David Hollingsworth Interim President of AYRO’s Operating Division ROUND ROCK, TX – December 15, 2023 - AYRO, Inc. (NASDAQ: AYRO) (“AYRO” or the “Company”), a designer and manufacturer of electric, purpose-built delivery vehicles and solutions for micro distribution, micromobility and last-mile delivery, announces the appointment of its chief financial officer David Holling

AYRO, Inc. 105,122,820 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-274439 Prospectus AYRO, Inc. 105,122,820 Shares of Common Stock This prospectus relates to the resale by the selling stockholders named in this prospectus from time to time of up to an aggregate of 105,122,820 shares of our common stock, par value $0.0001 per share (the “Common Stock”), issuable upon the conversion of shares of our newly design

AYRO, Inc. 900 E. Old Settlers Boulevard, Suite 100 Round Rock, Texas 78664

AYRO, Inc. 900 E. Old Settlers Boulevard, Suite 100 Round Rock, Texas 78664 December 6, 2023 VIA EDGAR Division of Corporation Finance Office of Technology U.S. Securities and Exchange Commission Washington, D.C. 20549 Attention: Mariam Mansaray and Matthew Derby Re: AYRO, Inc. Amendment No. 2 to Registration Statement on Form S-3 Originally filed on September 8, 2023, as amended on September 27,

AYRO, Inc. 900 E. Old Settlers Boulevard, Suite 100 Round Rock, Texas 78664

AYRO, Inc. 900 E. Old Settlers Boulevard, Suite 100 Round Rock, Texas 78664 November 30, 2023 VIA EDGAR Division of Corporation Finance Office of Technology U.S. Securities and Exchange Commission Washington, D.C. 20549 Attention: Mariam Mansaray and Matthew Derby Re: AYRO, Inc. Amendment No. 1 to Registration Statement on Form S-3 Originally filed on September 8, 2023, as amended on September 27,

As Filed with the Securities and Exchange Commission on November 30, 2023

As Filed with the Securities and Exchange Commission on November 30, 2023 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34643 AYRO,

Certificate of Designations of Series H-7 Convertible Preferred Stock (incorporated by reference to Exhibit 3.3 to the Company’s Quarterly Report on Form 10 Q filed with the Securities and Exchange Commission on November 20, 2023)

Exhibit 3.3 CERTIFICATE OF DESIGNATIONS OF PREFERENCES AND RIGHTS OF SERIES H-7 CONVERTIBLE PREFERRED STOCK OF AYRO, INC. a Delaware corporation I, Thomas M. Wittenschlaeger, hereby certify that I am the Chief Executive Officer of AYRO, Inc. (the “Company”), a corporation organized and existing under the Delaware General Corporation Law (the “DGCL”), and further do hereby certify: That pursuant to

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): November 20, 2023 AYRO, Inc. (Exa

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): November 20, 2023 AYRO, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-34643 98-0204758 (State or other jurisdiction of incorporation) (Commission File No.)

AYRO Announces Third Quarter 2023 Financial Results and Provides Corporate Update

Exhibit 99.1 AYRO Announces Third Quarter 2023 Financial Results and Provides Corporate Update ROUND ROCK, TX (November 20, 2023) – AYRO, Inc. (NASDAQ: AYRO) (“AYRO” or the “Company”), a designer and manufacturer of electric, purpose-built delivery vehicles and solutions for micro distribution, micro-mobility, and last-mile delivery, announces financial results for the third quarter ended Septembe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-34643 CUSIP Number: 054748207 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Third Amendment to the Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 12, 2023)

Exhibit 3.1 THIRD AMENDMENT TO THE AMENDED AND RESTATED BYLAWS OF AYRO, INC. Pursuant to Article VIII of the Amended and Restated Certificate of Incorporation, as amended, of AYRO, Inc., a Delaware corporation (the “Corporation”), Article X of the Amended and Restated Bylaws (as amended heretofore, the “Bylaws”) of the Corporation, and Section 109 of the General Corporation Law of the State of Del

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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): October 8, 2023 AYRO, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-34643 98-0204758 (State or other jurisdiction of incorporation) (Commission File No.) (I

AYRO, Inc. 900 E. Old Settlers Boulevard, Suite 100 Round Rock, Texas 78664

AYRO, Inc. 900 E. Old Settlers Boulevard, Suite 100 Round Rock, Texas 78664 October 10, 2023 VIA EDGAR Division of Corporation Finance Office of Technology U.S. Securities and Exchange Commission Washington, D.C. 20549 Attention: Mariam Mansaray and Matthew Derby Re: AYRO, Inc. Amendment No. 1 to Registration Statement on Form S-3 Originally filed on September 8, 2023, as amended on September 27,

AYRO, Inc. Regains Compliance with NASDAQ Listing Requirements

Exhibit 99.1 AYRO, Inc. Regains Compliance with NASDAQ Listing Requirements ROUND ROCK, TX (October 3, 2023) – AYRO, Inc. (NASDAQ: AYRO) (“AYRO” or the “Company”), a designer and manufacturer of electric, purpose-built delivery vehicles and solutions for micro distribution, micro-mobility and last-mile delivery, announced today that it has received written notice from The Nasdaq Stock Market LLC (

Regulation FD Disclosure, Other Events, Financial Statements and Exhibits

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): October 2, 2023 AYRO, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-34643 98-0204758 (State or other jurisdiction of incorporation) (Commission File No.) (I

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 AYRO, Inc. Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial eff

As Filed with the Securities and Exchange Commission on September 27, 2023

As Filed with the Securities and Exchange Commission on September 27, 2023 Registration No.

AYRO, Inc. Announces Reverse Stock Split to Maintain NASDAQ Listing Common Stock Will Begin Trading on Split-Adjusted Basis on September 18, 2023

Exhibit 99.1 AYRO, Inc. Announces Reverse Stock Split to Maintain NASDAQ Listing Common Stock Will Begin Trading on Split-Adjusted Basis on September 18, 2023 ROUND ROCK, TX (September 15, 2023) – AYRO, Inc. (NASDAQ: AYRO) (“AYRO” or the “Company”), a designer and manufacturer of electric, purpose-built delivery vehicles and solutions for micro distribution, micro-mobility and last-mile delivery,

Certificate of Amendment to Amended and Restated Certificate of Incorporation, effective September 15, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 15, 2023)

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AYRO, INC. AYRO, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify that: 1. The Amended and Restated Certificate of Incorporation of this Corporation (the “Certificate of Incorporation”) was filed

Certificate of Amendment to Amended and Restated Certificate of Incorporation, effective September 15, 2023 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 15, 2023)

Exhibit 3.2 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AYRO, INC. AYRO, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify that: 1. The Amended and Restated Certificate of Incorporation of this Corporation (the “Certificate of Incorporation”) was filed

Second Amendment to the AYRO, Inc. 2020 Long-Term Incentive Plan, dated September 14, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 15, 2023)

Exhibit 10.1 SECOND AMENDMENT TO AYRO, INC. 2020 LONG-TERM INCENTIVE PLAN This SECOND AMENDMENT TO AYRO, INC. 2020 LONG-TERM INCENTIVE PLAN (this “Amendment”), effective as of September 14, 2023, is made and entered into by AYRO, Inc., a Delaware corporation (the “Company”). Terms used in this Amendment with initial capital letters that are not otherwise defined herein shall have the meanings ascr

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 14, 2023 AYRO, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-34643 98-0204758 (State or other jurisdiction of incorporation) (Commission File No.)

AYRO / AYRO Inc / Iroquois Capital Management, LLC Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2. (Amendment No. )* AYRO, INC. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 054748108 (CUSIP Number) August 10, 2023 (Date of Event Which Re

Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

Exhibit 1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 AYRO, Inc. Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial eff

As Filed with the Securities and Exchange Commission on September 8, 2023

As Filed with the Securities and Exchange Commission on September 8, 2023 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

AYRO / AYRO Inc / ALPHA CAPITAL ANSTALT - AMENDMENT NO. 6 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 6) AYRO, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 (Title of Class of Securities) 054748108 (CUSIP Number) August 10, 2023 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) Check the appropriate box to designate the rule pursuant to which

AYRO Announces Second Quarter 2023 Financial Results and Provides Corporate Update

Exhibit 99.1 AYRO Announces Second Quarter 2023 Financial Results and Provides Corporate Update ROUND ROCK, TX (August 14, 2023) – AYRO, Inc. (NASDAQ: AYRO) (“AYRO” or the “Company”), a designer and manufacturer of electric, purpose-built delivery vehicles and solutions for micro distribution, micro-mobility, and last-mile delivery, announces financial results for the second quarter ended June 30,

Results of Operations and Financial Condition, Financial Statements and Exhibits

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 14, 2023 AYRO, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-34643 98-0204758 (State or other jurisdiction of incorporation) (Commission File No.) (I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34643 AYRO, INC.

Form of Certificate of Designations of Series H-7 Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on August 8, 2023).

Exhibit 3.1 CERTIFICATE OF DESIGNATIONS OF PREFERENCES AND RIGHTS OF SERIES H-7 CONVERTIBLE PREFERRED STOCK OF AYRO, INC. a Delaware corporation I, Thomas M. Wittenschlaeger, hereby certify that I am the Chief Executive Officer of AYRO, Inc. (the “Company”), a corporation organized and existing under the Delaware General Corporation Law (the “DGCL”), and further do hereby certify: That pursuant to

AYRO Announces $22 Million Offering Led By Existing Investors

Exhibit 99.1 AYRO Announces $22 Million Offering Led By Existing Investors ROUND ROCK, Texas – August 8, 2023 – AYRO, Inc. (NASDAQ: AYRO) (“AYRO” or the “Company”), a designer and manufacturer of electric, purpose-built delivery vehicles and solutions for micro distribution, micro-mobility, and last-mile delivery, announces that it has executed a securities purchase agreement to raise gross procee

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Form of Warrant (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed on August 8, 2023).

Exhibit 4.1 FORM OF WARRANT NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION

Form of Securities Purchase Agreement, dated August 7, 2023, by and among the Company and the Investors (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on August 8, 2023).

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 7, 2023, is by and among AYRO, Inc., a Delaware corporation (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”). RECITALS A. The Company and each Buyer are executing and delivering this A

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 7, 2023 AYRO, Inc. (Exact

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 7, 2023 AYRO, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-34643 98-0204758 (State or other jurisdiction of incorporation) (Commission File No.) (IR

Form of Registration Rights Agreement, dated August 7, 2023, by and among the Company and the Investors (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on August 8, 2023).

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 7, 2023, is by and among AYRO, Inc., a Delaware corporation (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”). RECITALS A. In connection with the Securities Purchase Agreement by and among the parties hereto, dated as of August 7, 2023 (th

AYRO / AYRO Inc / ALPHA CAPITAL ANSTALT - AMENDMENT NO. 5 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 5) AYRO, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 (Title of Class of Securities) 054748108 (CUSIP Number) July 27, 2023 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) Check the appropriate box to designate the rule pursuant to which t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34643 AYRO, INC

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): May 9, 2023 AYRO, Inc. (Exact nam

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): May 9, 2023 AYRO, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-34643 98-0204758 (State or other jurisdiction of incorporation) (Commission File No.) (IRS E

AYRO Announces First Quarter 2023 Financial Results and Provides Corporate Update

Exhibit 99.1 AYRO Announces First Quarter 2023 Financial Results and Provides Corporate Update ROUND ROCK, TX (May 9, 2023) – AYRO, Inc. (NASDAQ: AYRO) (“AYRO” or the “Company”), a designer and manufacturer of electric, purpose-built delivery vehicles and solutions for micro distribution, micro-mobility, and last-mile delivery, announces financial results for the quarter ended March 31, 2023. Rece

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34643 AYRO,

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): April 4, 2023 AYRO, Inc. (Exact n

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): April 4, 2023 AYRO, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-34643 98-0204758 (State or other jurisdiction of incorporation) (Commission File No.) (IRS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34643 AYRO, INC. (Exact name of

AYRO, INC. AND SUBSIDIARIES EBITDA RECONCILIATION TABLE

Exhibit 99.1 AYRO Announces Year-End 2022 Financial Results and Provides Corporate Update 2022 Net Loss improves by $10.2M YOY ROUND ROCK, TX (March 23, 2023) – AYRO, Inc. (NASDAQ: AYRO) (“AYRO” or the “Company”), a designer and manufacturer of electric, purpose-built delivery vehicles and solutions for micro distribution, micro-mobility, and last-mile delivery, announces financial results for the

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): March 23, 2023 AYRO, Inc. (Exact

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): March 23, 2023 AYRO, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-34643 98-0204758 (State or other jurisdiction of incorporation) (Commission File No.) (IR

Regulation FD Disclosure, Financial Statements and Exhibits

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): January 18, 2023 AYRO, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-34643 98-0204758 (State or other jurisdiction of incorporation) (Commission File No.) (

Corporate Presentation of AYRO, Inc. (furnished herewith pursuant to Item 7.01)

EX-99.1 2 ex99-1.htm Exhibit 99.1

Submission of Matters to a Vote of Security Holders

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): December 14, 2022 AYRO, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-34643 98-0204758 (State or other jurisdiction of incorporation) (Commission File No.)

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): November 3, 2022 AYRO, Inc. (Exac

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): November 3, 2022 AYRO, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-34643 98-0204758 (State or other jurisdiction of incorporation) (Commission File No.) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34643 AYRO,

AYRO Announces Third Quarter 2022 Financial Results and Provides Corporate Update **Please note the new 3Q22 earnings conference call link below**

Exhibit 99.1 AYRO Announces Third Quarter 2022 Financial Results and Provides Corporate Update **Please note the new 3Q22 earnings conference call link below** ROUND ROCK, TX (November 3, 2022) – AYRO, Inc. (Nasdaq: AYRO) (“AYRO” or the “Company”), a designer and manufacturer of electric, purpose-built delivery vehicles and solutions for micro distribution, micro mobility, and last-mile delivery,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): October 3, 2022 AYRO, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-34643 98-0204758 (State or other jurisdiction of incorporation) (Commission File No.) (I

Regulation FD Disclosure, Financial Statements and Exhibits

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 27, 2022 AYRO, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-34643 98-0204758 (State or other jurisdiction of incorporation) (Commission File No.)

Corporate Presentation of AYRO, Inc. (furnished herewith pursuant to Item 7.01)

Exhibit 99.1

Letter from Friedman LLP to the Securities and Exchange Commission, dated September 21, 2022

Exhibit 16.1 Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Commissioners: We have read the statements made by AYRO, Inc. under Item 4.01 of its Form 8-K dated September 21, 2022. We agree with the statements concerning our firm in such Form 8-K; we are not in a position to agree or disagree with other statements of AYRO, Inc. contained therein. Very truly yours, /s/ Fr

Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

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 21, 2022 AYRO, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-34643 98-0204758 (State or other jurisdiction of incorporation) (Commission File No.)

Employment Agreement, by and between the Company and David E. Hollingsworth, effective as of August 23, 2022 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 26, 2022)

Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (?Agreement?) is entered into as of August 23, 2022 (the ?Effective Date?) by and between AYRO, Inc., (the ?Company?), and David Hollingsworth (?Executive?). The Company and Executive may be collectively referred to in this Agreement as the ?Parties? or individually as a ?Party.? W I T N E S S E T H : WHEREAS, the Company and Ex

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 22, 2022 AYRO, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-34643 98-0204758 (State or other jurisdiction of incorporation) (Commission File No.) (I

AYRO Appoints David E. Hollingsworth as Chief Financial Officer

Exhibit 99.1 AYRO Appoints David E. Hollingsworth as Chief Financial Officer ROUND ROCK, TX (August 24, 2022) ? AYRO, Inc. (Nasdaq: AYRO) (?AYRO? or the ?Company?), a designer and manufacturer of electric, purpose-built delivery vehicles and solutions for micro distribution, micro mobility, and last-mile delivery, announces the appointment of David E. Hollingsworth as the Company?s Chief Financial

AYRO Announces Second Quarter 2022 Financial Results and Provides Corporate Update

Exhibit 99.1 AYRO Announces Second Quarter 2022 Financial Results and Provides Corporate Update ROUND ROCK, TX (August 11, 2022) ? AYRO, Inc. (Nasdaq: AYRO) (?AYRO? or the ?Company?), a designer and manufacturer of electric, purpose-built delivery vehicles and solutions for micro distribution, micro mobility, and last-mile delivery, announces financial results for the quarter ended June 30, 2022.

Results of Operations and Financial Condition, Financial Statements and Exhibits

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 11, 2022 AYRO, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-34643 98-0204758 (State or other jurisdiction of incorporation) (Commission File No.) (I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34643 AYRO, INC.

AYRO, INC. Common Stock Preferred Stock

Prospectus Supplement (To Prospectus Dated December 2, 2020) Filed Pursuant to Rule 424(b)(3) Registration No.

AYRO, INC. 878,680 Shares of Common Stock and Shares of Common Stock Underlying Warrants

Prospectus Supplement (To Prospectus Dated August 14, 2020) Filed Pursuant to Rule 424(b)(3) Registration No.

Results of Operations and Financial Condition, Financial Statements and Exhibits

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): May 2, 2022 AYRO, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-34643 98-0204758 (State or other jurisdiction of incorporation) (Commission File No.) (IRS E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34643 AYRO,

AYRO Announces First Quarter 2022 Financial Results and Provides Corporate Update

EXHIBIT 99.1 AYRO Announces First Quarter 2022 Financial Results and Provides Corporate Update ROUND ROCK, TX (May 2, 2022) ? AYRO, Inc. (Nasdaq: AYRO) (?AYRO? or the ?Company?), a designer and manufacturer of electric, purpose-built delivery vehicles and solutions for micro distribution, micro mobility, and last-mile delivery, announces financial results for the first quarter ended March 31, 2022

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34643 AYRO, INC

AYRO Announces Year-End 2021 Financial Results and Provides Corporate Update

Exhibit 99.1 AYRO Announces Year-End 2021 Financial Results and Provides Corporate Update ROUND ROCK, TX (March 23, 2022) ? AYRO, Inc. (Nasdaq: AYRO) (?AYRO? or the ?Company?), a designer and manufacturer of electric, purpose-built delivery vehicles and solutions for micro distribution, micro mobility, and last-mile delivery, announces financial results for its third quarter ended December 31, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34643 AYRO, INC. (Exact name of

Form of Spartan Common Stock Purchase Warrant issued in connection with the February 2021 Offering

Exhibit 4.16 THIS WARRANT MAY NOT BE TRANSFERRED WITHOUT THE CONSENT OF THE COMPANY, WHICH CONSENT MAY BE WITHHELD IN THE COMPANY?S SOLE DISCRETION. NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURI

Results of Operations and Financial Condition, Financial Statements and Exhibits

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): March 23, 2022 AYRO, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-34643 98-0204758 (State or other jurisdiction of incorporation) (Commission File No.) (IR

Regulation FD Disclosure, Financial Statements and Exhibits

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): March 9, 2022 AYRO, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-34643 98-0204758 (State or other jurisdiction of incorporation) (Commission File No.) (IRS

Corporate Presentation of AYRO, Inc. (furnished herewith pursuant to Item 7.01)

Exhibit 99.1

AYRO / AYRO Inc / Iroquois Capital Management, LLC Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2. (Amendment No. 1)* AYRO, INC. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 054748108 (CUSIP Number) December 31, 2021 (Date of Event Which

AYRO Provides Incremental Corporate Update

Exhibit 99.1 AYRO Provides Incremental Corporate Update AUSTIN, Feb. 17, 2022 (GLOBE NEWSWIRE) - AYRO, Inc. (Nasdaq: AYRO) (?AYRO? or the ?Company?), a designer and manufacturer of electric, purpose-built delivery vehicles and solutions for micro distribution, micro mobility, and last-mile delivery, provides an update on recent corporate and strategic initiatives from CEO Thomas Wittenschlaeger: D

Results of Operations and Financial Condition, Financial Statements and Exhibits

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): February 17, 2022 AYRO, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-34643 98-0204758 (State or other jurisdiction of incorporation) (Commission File No.)

AYRO / AYRO Inc / ALPHA CAPITAL ANSTALT - AMENDMENT NO. 4 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 4) AYRO, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 (Title of Class of Securities) 054748108 (CUSIP Number) December 31, 2021 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) Check the appropriate box to designate the rule pursuant to whi

General Release Agreement, by and between the Company and Richard Perley, dated as of January 14, 2022 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 14, 2022)

Exhibit 10.3 GENERAL RELEASE AGREEMENT This General Release Agreement (the ?Agreement?), dated as of January 11, 2022, is made and entered into by and between Richard Perley, dba Perltek (collectively ?Contractor?) and AYRO, Inc. (formerly Austin EV, Inc.) (the ?Company?). For good and valuable consideration, receipt of which is hereby acknowledged, in order to effect a mutually satisfactory and a

General Release Agreement, by and between the Company and Brian Groh, dated as of January 14, 2022 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 14, 2022)

Exhibit 10.2 GENERAL RELEASE AGREEMENT This General Release Agreement (the ?Agreement?), dated as of January 11, 2022, is made and entered into by and between Brian Groh and his company, 2196005 Ontario, Inc. (collectively ?Contractor?) and AYRO, Inc. (formerly Austin EV, Inc.) (the ?Company?). For good and valuable consideration, receipt of which is hereby acknowledged, in order to effect a mutua

General Release and Severance Agreement, by and between the Company and Curtis Smith, dated as of January 14, 2022 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 14, 2022)

Exhibit 10.1 GENERAL RELEASE AND SEVERANCE AGREEMENT This General Release and Severance Agreement (the ?Agreement?), dated as of January 11, 2022, is made and entered into by and between Curtis Smith (?Employee?) and AYRO, Inc. (formerly Austin EV, Inc.) (the ?Company?). For good and valuable consideration, receipt of which is hereby acknowledged, in order to effect a mutually satisfactory and ami

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): January 14, 2022 AYRO, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-34643 98-0204758 (State or other jurisdiction of incorporation) (Commission File No.) (

AYRO / AYRO Inc / Invesco Ltd. - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3 )* AYRO Inc (Name of Issuer) Common Stock (Title of Class of Securities) 054748108 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is f

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders

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): December 14, 2021 AYRO, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-34643 98-0204758 (State or other jurisdiction of incorporation) (Commission File No.)

Excerpted Script from the Company’s 2021 Annual Meeting of Stockholders December 14, 2021

Exhibit 99.1 Excerpted Script from the Company?s 2021 Annual Meeting of Stockholders December 14, 2021 Mr. Abraham: Good morning and thank you for joining us for today?s virtual annual shareholder meeting for AYRO. When appropriate, we look forward to welcoming you to an in-person meeting at our headquarters in Round Rock, TX. Joining me from AYRO?s leadership team is Tom Wittenschlaeger, Chief Ex

Regulation FD Disclosure, Results of Operations and Financial Condition, Financial Statements and Exhibits

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): December 14, 2021 AYRO, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-34643 98-0204758 (State or other jurisdiction of incorporation) (Commission File No.)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34643 AYRO,

Results of Operations and Financial Condition, Financial Statements and Exhibits

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): November 15, 2021 AYRO, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-34643 98-0204758 (State or other jurisdiction of incorporation) (Commission File No.)

AYRO Announces Third Quarter 2021 Financial Results and Provides Corporate Update

Exhibit 99.1 AYRO Announces Third Quarter 2021 Financial Results and Provides Corporate Update AUSTIN, TX (November 15, 2021) ? AYRO, Inc. (Nasdaq: AYRO) (?AYRO? or the ?Company?), a designer and manufacturer of electric, purpose-built delivery vehicles and solutions for micro distribution, micro mobility, and last-mile delivery, announces financial results for its third fiscal quarter ended Septe

Second Amendment to the Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 19, 2021)

Exhibit 3.1 SECOND AMENDMENT TO THE AMENDED AND RESTATED BYLAWS OF AYRO, INC. Pursuant to Article VIII of the Amended and Restated Certificate of Incorporation, as amended, of AYRO, Inc., a Delaware corporation (the ?Corporation?), Article X of the Amended and Restated Bylaws (as amended heretofore, the ?Bylaws?) of the Corporation, and Section 109 of the General Corporation Law of the State of De

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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): October 19, 2021 AYRO, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-34643 98-0204758 (State or other jurisdiction of incorporation) (Commission File No.) (

Employment Agreement, by and between the Company and Thomas M. Wittenschlaeger, effective as of September 23, 2021 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 24, 2021)

Exhibit 10.3 EXECUTIVE EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (?Agreement?) is entered into as of September 23, 2021 by and between AYRO, Inc., (the ?Company?), and Thomas Wittenschlaeger (?Executive?). The Company and Executive may be collectively referred to in this Agreement as the ?Parties? or individually as a ?Party.? W I T N E S S E T H : WHEREAS, the Company and Executive desire to

AYRO Inc. Appoints Thomas M. Wittenschlaeger as Chief Executive Officer

Exhibit 99.1 AYRO Inc. Appoints Thomas M. Wittenschlaeger as Chief Executive Officer AUSTIN, TEXAS - SEPTEMBER 24, 2021 - AYRO, Inc. (NASDAQ: AYRO) (?AYRO? or the ?Company?), an engineer and manufacturer of light-duty, urban and short-haul electric vehicles (EVs), today announces the appointment of Thomas M. Wittenschlaeger as Chief Executive Officer. Mr. Wittenschlaeger has more than 25 years of

Voluntary Separation Agreement, Release and Consulting Agreement, by and between the Company and Rodney Keller, Jr., dated as of September 20, 2021 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 24, 2021)

Exhibit 10.1 VOLUNTARY SEPARATION AGREEMENT, RELEASE AND CONSULTING AGREEMENT This Voluntary Separation Agreement and Release (Agreement) is entered into by and between AYRO, Inc. (Company) and Rodney Keller, in his individual capacity. As used in this Agreement, Company shall include and encompass AYRO Operating Company, Inc. (formerly Austin EV, Inc.), and any other affiliated or related entitie

Restricted Stock Award Agreement, by and between the Company and Thomas M. Wittenschlaeger, dated as of September 23, 2021 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 24, 2021)

Exhibit 10.2 AYRO, INC. RESTRICTED STOCK AWARD AGREEMENT 1. Grant of Award. Pursuant to the terms of this Restricted Stock Award Agreement (this ?Agreement?) and as an inducement material to the Grantee (defined below) entering into employment with the AYRO, Inc., a Delaware corporation (the ?Company?), within the meaning of Nasdaq Listing Rule 5635(c)(4), the Company hereby grants to Thomas Witte

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 21, 2021 AYRO, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-34643 98-0204758 (State or other jurisdiction of incorporation) (Commission File No.)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34643 AYRO, INC.

Results of Operations and Financial Condition, Financial Statements and Exhibits

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 11, 2021 AYRO, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-34643 98-0204758 (State or other jurisdiction of incorporation) (Commission File No.) (I

AYRO Announces Second Quarter 2021 Financial Results and Provides Corporate Update Earnings conference call to be held Wednesday, August 11, 2021 at 8:30 a.m. ET

Exhibit 99.1 AYRO Announces Second Quarter 2021 Financial Results and Provides Corporate Update Earnings conference call to be held Wednesday, August 11, 2021 at 8:30 a.m. ET AUSTIN, TX (August 11, 2021) ? AYRO, Inc. (Nasdaq: AYRO) (?AYRO? or the ?Company?), a designer and manufacturer of purpose-built, short-haul and last-mile delivery electric vehicles (EVs), today announces financial results fo

AYRO / AYRO Inc / Invesco Ltd. - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* AYRO Inc (Name of Issuer) Common Stock (Title of Class of Securities) 054748108 (CUSIP Number) June 30, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed

Results of Operations and Financial Condition, Financial Statements and Exhibits

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): May 13, 2021 AYRO, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-34643 98-0204758 (State or other jurisdiction of incorporation) (Commission File No.) (IRS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34643 AYRO,

AYRO Announces First Quarter 2021 Financial Results and Provides Corporate Update Earnings conference call to be held Thursday, May 13, 2021 at 8:30 a.m. ET

Exhibit 99.1 AYRO Announces First Quarter 2021 Financial Results and Provides Corporate Update Earnings conference call to be held Thursday, May 13, 2021 at 8:30 a.m. ET AUSTIN, TX (May 13, 2021) ? AYRO, Inc. (Nasdaq: AYRO) (?AYRO? or the ?Company?), an engineer and manufacturer of light-duty, urban, and short-haul electric vehicles (EVs), today announced financial results for its fiscal first qua

Annual Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34643 A

SCHEDULE 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* AYRO Inc (Name of Issuer) Common Stock (Title of Class of Securities) 054748108 (CUSIP Number) March 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is file

Exhibit 4.16

Exhibit 4.16 DESCRIPTION OF CAPITAL STOCK The following description sets forth certain material terms and provisions of our securities that are registered under Section 12 of the Securities Exchange Act of 1934, as amended. This description also summarizes relevant provisions of Delaware law. The following summary does not purport to be complete and is subject to, and is qualified in its entirety

AYRO Announces Year-End 2020 Financial Results and Provides Corporate Update Earnings conference call to be held Wednesday, March 31, 2021 at 8:30 a.m. ET

Exhibit 99.1 AYRO Announces Year-End 2020 Financial Results and Provides Corporate Update Earnings conference call to be held Wednesday, March 31, 2021 at 8:30 a.m. ET AUSTIN, TX (March 31, 2021) – AYRO, Inc. (Nasdaq: AYRO) (“AYRO” or the “Company”), a designer and manufacturer of light-duty, short-haul, and last-mile delivery electric vehicles (EVs), today announced financial results for its fisc

Results of Operations and Financial Condition, Financial Statements and Exhibits

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): March 31, 2021 AYRO, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-34643 98-0204758 (State or other jurisdiction of incorporation) (Commission File No.) (IR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34643 AYRO, INC. (Exact nam

Other Events

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): March 18, 2021 AYRO, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-34643 98-0204758 (State or other jurisdiction of incorporation) (Commission File No.) (IR

AYRO, Inc. Announces $41,800,000 Million Registered Direct Offering Priced At-the-Market under Nasdaq Rules

EX-99.1 5 ex99-1.htm Exhibit 99.1 AYRO, Inc. Announces $41,800,000 Million Registered Direct Offering Priced At-the-Market under Nasdaq Rules Austin, Texas, February 11, 2021 — AYRO, Inc. (the “Company”) (NASDAQ: AYRO), a manufacturer of light-duty, emissions-free electric vehicles, today announced that it has entered into definitive agreements with several institutional and accredited investors f

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3) AYRO, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 (Title of Class of Securities) (CUSIP Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3) AYRO, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 (Title of Class of Securities) 054748108 (CUSIP Number) February 16, 2021 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) Check the appropriate box to designate the rule pursuant to whi

Form of Placement Agent Common Stock Purchase Warrant issued in connection with the February 2021 Offering (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 16, 2021)

Exhibit 4.1 THIS WARRANT MAY NOT BE TRANSFERRED WITHOUT THE CONSENT OF THE COMPANY, WHICH CONSENT MAY BE WITHHELD IN THE COMPANY?S SOLE DISCRETION. NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURIT

Form of Securities Purchase Agreement, dated February 11, 2021, by and among the Company and the purchasers thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 16, 2021)

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of February 11, 2021, between AYRO, Inc., a Delaware corporation (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and collectively the ?Purchasers?). WHEREAS, subject to the terms and conditions set forth

JOINT FILING AGREEMENT

Invesco Joint Filing Agreement JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) (l) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of the attached Schedule 13G, and any and all amendments thereto, and expressly authorize Invesco Ltd.

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): February 11, 2021 AYRO, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-34643 98-0204758 (State or other jurisdiction of incorporation) (Commission File No.)

4,400,001 Shares of Common Stock Options to Purchase 3,300,000 Shares of Common Stock Shares of Common Stock Underlying the Options AYRO, Inc.

Filed Pursuant to Rule 424(b)(5) Registration No. 333-251001 PROSPECTUS SUPPLEMENT (To prospectus dated December 2, 2020) 4,400,001 Shares of Common Stock Options to Purchase 3,300,000 Shares of Common Stock Shares of Common Stock Underlying the Options AYRO, Inc. We are offering 4,400,001 shares of our common stock pursuant to this prospectus supplement and accompanying prospectus to certain inst

SCHEDULE 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* AYRO Inc (Name of Issuer) Common Stock (Title of Class of Securities) 054748108 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is fil

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2. (Amendment No. )* AYRO,

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2. (Amendment No. )* AYRO, INC. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 054748108 (CUSIP Number) January 25, 2021 (Date of Event Which R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 4)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 4) AYRO, Inc. (formerly known as DropCar, Inc.) (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 (Title of Class of Securities) 054748108 (CUSIP Number) January 17, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to des

Form of Palladium Warrant issued in connection with the January 2021 Offering (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 26, 2021)

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Form of Securities Purchase Agreement, dated January 25, 2021, by and among the Company and the purchasers thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 26, 2021)

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of January 25, 2021, between AYRO, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth

AYRO Announces $20 Million Registered Direct Offering with Two Existing Investors

Exhibit 99.1 AYRO Announces $20 Million Registered Direct Offering with Two Existing Investors AUSTIN, TX, January 25, 2021 – AYRO, Inc. (NASDAQ: AYRO), a manufacturer of light-duty, emissions-free electric vehicles, today announced that it has entered into definitive agreements with two existing institutional investors for the purchase and sale of 3,333,334 shares of the Company’s common stock, a

3,333,334 Shares of Common Stock AYRO, Inc.

Filed Pursuant to Rule 424(b)(5) Registration No. 333-251001 PROSPECTUS SUPPLEMENT (To prospectus dated December 2, 2020) 3,333,334 Shares of Common Stock AYRO, Inc. We are offering 3,333,334 shares of our common stock pursuant to this prospectus supplement and accompanying prospectus to certain institutional investors. Each share of common stock is being sold at a price per share equal to $6.00.

Form of Investor Warrant issued in connection with the January 2021 Offering (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 26, 2021)

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits -

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): January 25, 2021 AYRO, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-34643 98-0204758 (State or other jurisdiction of incorporation) (Commission File No.) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2) AYRO, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 (Title of Class of Securities) (CUSIP Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2) AYRO, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 (Title of Class of Securities) 054748108 (CUSIP Number) January 25, 2021 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) Check the appropriate box to designate the rule pursuant to whic

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) AYRO, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 (Title of Class of Securities) (CUSIP Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) AYRO, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 (Title of Class of Securities) 054748108 (CUSIP Number) December 31, 2020 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) Check the appropriate box to designate the rule pursuant to whi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits -

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): December 17, 2020 AYRO, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-34643 98-0204758 (State or other jurisdiction of incorporation) (Commission File No.)

First Amendment to the AYRO, Inc. 2020 Long-Term Incentive Plan, dated December 17, 2020 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 22, 2020)

EX-10.1 2 ex10-1.htm Exhibit 10.1 First AMENDMENT TO AYRO, INC. 2020 LONG-TERM INCENTIVE PLAN This FIRST AMENDMENT TO AYRO, INC. 2020 LONG-TERM INCENTIVE PLAN (this “Amendment”), effective as of December 17, 2020, is made and entered into by AYRO, Inc., a Delaware corporation (the “Company”). Terms used in this Amendment with initial capital letters that are not otherwise defined herein shall have

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)

Common Stock Preferred Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-251001 Prospectus $100,000,000 Common Stock Preferred Stock Warrants Units We may offer and sell from time to time, in one or more series or issuances and on terms that we will determine at the time of the offering, any combination of the securities described in this prospectus, up to an aggregate amount of $100,000,000. We will provide specifi

Form of Non-Executive Option Award Agreement under the Austin EV, Inc. 2017 Long-Term Incentive Plan

EX-99.3 7 ex99-3.htm Exhibit 99.3 AYRO, INC. 2017 LONG TERM INCENTIVE PLAN STOCK OPTION AGREEMENT This STOCK OPTION Agreement (this “Agreement”) is made and entered into as of the Date of Grant set forth in the Notice of Grant of Stock Option (“Notice of Grant”) by and between AYRO, Inc., a Texas corporation (the “Company”), and you (the “Optionee”), with your acceptance of all the terms and condi

Form of Executive Option Award Agreement under the Austin EV, Inc. 2017 Long-Term Incentive Plan

EX-99.2 6 ex99-2.htm Exhibit 99.2 AYRO, INC. 2017 LONG TERM INCENTIVE PLAN STOCK OPTION AGREEMENT This STOCK OPTION Agreement (this “Agreement”) is made and entered into as of the Date of Grant set forth in the Notice of Grant of Stock Option (“Notice of Grant”) by and between AYRO, Inc., a Delaware corporation f/k/a Austin EV, Inc. (the “Company”), and you (the “Optionee”), with your acceptance o

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AYRO, Inc. 900 E. Old Settlers Boulevard, Suite 100 Round Rock, Texas 78664 November 30, 2020 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Washington, D.C. 20549 Attention: Jeff Kauten and Jan Woo Re: AYRO, Inc. Registration Statement on Form S-3 Filed on November 27, 2020 File No. 333-251001 (the “Registration Statement”) Request for Acceleration Ladies and Ge

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As filed with the Securities and Exchange Commission on November 30, 2020 Registration No.

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As filed with the U.S. Securities and Exchange Commission on November 27, 2020 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AYRO, Inc. (Exact name of registrant as specified in its charter) Delaware 98-0204758 (State or other jurisdiction of incorporation or organization) (I.R.S. Emplo

1,650,164 Shares of Common Stock AYRO, Inc.

Filed Pursuant to Rule 424(b)(5) Registration No. 333-227858 PROSPECTUS SUPPLEMENT (To prospectus dated November 9, 2018) 1,650,164 Shares of Common Stock AYRO, Inc. We are offering 1,650,164 shares of our common stock pursuant to this prospectus supplement and accompanying prospectus to certain institutional investors. Each share of common stock is being sold at a price per share equal to $6.06.

Form of Securities Purchase Agreement, dated November 22, 2020, by and among the Company and the purchasers thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 23, 2020

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of November 22, 2020, between AYRO, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Form of Series A Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 23, 2020)

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

AYRO Announces $10.0 Million Registered Direct Offering Priced At-the-Market under Nasdaq Rules

Exhibit 99.1 AYRO Announces $10.0 Million Registered Direct Offering Priced At-the-Market under Nasdaq Rules -Financing being strategically led by an investment arm of Wanxiang America AUSTIN, Texas, Nov. 23, 2020 — AYRO, Inc. (Nasdaq: AYRO) (“AYRO” or the “Company”), a manufacturer of light-duty, urban, and short-haul electric vehicles (EVs), today announces it has entered into definitive agreeme

Form of Series B Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 23, 2020)

EX-4.2 3 ex4-2.htm Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO A

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Unregistered Sales of Equity Securities -

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): November 22, 2020 AYRO, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-34643 98-0204758 (State or other jurisdiction of incorporation) (Commission File No.)

Schedule 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive P

AYRO Announces Third Quarter 2020 Financial Results Earnings conference call to be held Friday, November 6, 2020 at 8:30 a.m. ET

Exhibit 99.1 AYRO Announces Third Quarter 2020 Financial Results Earnings conference call to be held Friday, November 6, 2020 at 8:30 a.m. ET AUSTIN (November 6, 2020) – AYRO, Inc. (Nasdaq: AYRO) (“AYRO” or the “Company”), an engineer and manufacturer of light-duty, urban, and short-haul electric vehicles (EVs), today announces financial results for its third quarter of 2020. Q3 Financial Highligh

Results of Operations and Financial Condition, Financial Statements and Exhibits -

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): November 6, 2020 AYRO, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-34643 98-0204758 (State or other jurisdiction of incorporation) (Commission File No.) (

Master Manufacturing Services Agreement, dated September 25, 2020, by and among the Company and Karma Automotive LLC

EX-10.20 2 ex10-20.htm Exhibit 10.20 PLEASE NOTE: CERTAIN INFORMATION INDICATED WITH [***] IN THIS DOCUMENT HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. MASTER MANUFACTURING SERVICES AGREEMENT This Master Manufacturing Services Agreement (“Agreement”) is effective as of September 25, 2020 (the “Effective Date”

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34643 A

Form of Addendum to the Securities Purchase Agreement, dated October 16, 2020 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 16, 2020)

Exhibit 10.1 ADDENDUM TO SECURITIES PURCHASE AGREEMENT Reference is made to that certain Securities Purchase Agreement, dated as of July 21, 2020 (the “Securities Purchase Agreement”), by and among AYRO, Inc. (the “Company”) and the purchasers (the “Purchasers”) identified on the signature pages thereto. Capitalized terms used and not otherwise defined herein shall have the respective meanings asc

Entry into a Material Definitive Agreement, Financial Statements and Exhibits -

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): October 16, 2020 AYRO, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-34643 98-0204758 (State or other jurisdiction of incorporation) (Commission File No.) (

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits -

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 29, 2020 AYRO, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-34643 98-0204758 (State or other jurisdiction of incorporation) (Commission File No.)

First Amendment to Employment Agreement, by and between AYRO, Inc. and Rodney C. Keller, Jr., dated September 29, 2020 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 1, 2020)

Exhibit 10.1 FIRST AMENDMENT TO Amended and Restated Executive EMPLOYMENT AGREEMENT This FIRST AMENDMENT TO Amended and Restated Executive EMPLOYMENT AGREEMENT (this “Amendment”), is entered into as of September 29, 2020 (the “Effective Date”), by and between Rodney Keller (“Executive”) and AYRO, Inc., as successor in interest to DropCar, Inc. (the “Company”), for the purpose of amending that cert

Project targets more than 20,000 vehicles to be produced through 2023 valued at more than $300 million

Exhibit 99.1 AYRO Inc. and Karma Automotive’s Innovation and Customization Center Announce Strategic Partnership Project targets more than 20,000 vehicles to be produced through 2023 valued at more than $300 million AUSTIN, TEXAS - SEPTEMBER 29, 2020 - AYRO, Inc. (NASDAQ: AYRO), an engineer and manufacturer of light-duty, urban and short-haul electric vehicles (EVs), and Karma Automotive’s Innovat

Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits -

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 25, 2020 AYRO, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-34643 98-0204758 (State or other jurisdiction of incorporation) (Commission File No.)

276,667 Shares of Common Stock and Shares of Common Stock Underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-248543 Prospectus 276,667 Shares of Common Stock and Shares of Common Stock Underlying Warrants The selling stockholder named in this prospectus may use this prospectus to offer and resell from time to time up to 276,667 shares of our common stock (the “Shares”) issued to Palladium Capital Advisors, LLC (“Palladium”) as part of Palladium’s comp

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AYRO, Inc. 900 E. Old Settlers Boulevard, Suite 100 Round Rock, Texas 78664 September 4, 2020 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Washington, D.C. 20549 Attention: Kathleen Krebs and Jan Woo Re: AYRO, Inc. Registration Statement on Form S-3 Filed on September 2, 2020 File No. 333-248543 (the “Registration Statement”) Request for Acceleration Ladies and

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As filed with the U.S. Securities and Exchange Commission on September 2, 2020 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AYRO, Inc. (Exact name of registrant as specified in its charter) Delaware 98-0204758 (State or other jurisdiction of incorporation or organization) (I.R.S. Emplo

AYRO, Inc. 878,680 Shares of Common Stock and Shares of Common Stock Underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-240314 Prospectus AYRO, Inc. 878,680 Shares of Common Stock and Shares of Common Stock Underlying Warrants The selling stockholders named in this prospectus may use this prospectus to offer and resell from time to time up to 878,680 shares of our common stock, which are the shares of common stock and shares of common stock issuable upon the con

Palladium Holdings, LLC Finder’s Warrant issued in connection with the June 2020 Registered Direct Offering (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2020)

EX-4.1 2 ex4-1.htm Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO A

Slide Presentation of AYRO, Inc., dated August 2020 (furnished herewith pursuant to Item 2.02)

EX-99.2 3 ex99-2.htm Exhibit 99.2

Form of Spartan Capital Securities, LLC Advisor’s Warrant issued in connection with the July 2020 Registered Direct Offering (incorporated by reference to Exhibit 4.4 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2020)

EX-4.4 5 ex4-4.htm Exhibit 4.4 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO A

Form of Penny Warrant issued in connection with the Secured Loan (incorporated by reference to Exhibit 4.10 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2020)

Exhibit 4.10 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO

Employment Agreement, by and between AYRO Operating Company, Inc. and Curtis Smith, dated March 8, 2018 (incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2020)

EX-10.7 12 ex10-7.htm Exhibit 10.7 Employment Agreement This Employment Agreement (the “Agreement”) is made and entered into effective March 8, 2018 (the “Effective Date”), by and between Curt Smith (the “Executive”) and Austin EV, Inc., a Texas corporation (the “Company”). WHEREAS, the Company desires to employ the Executive on the terms and conditions set forth herein; and WHEREAS, the Executive

Advisory Agreement, dated January 1, 2019, by and among the Company and Sustainability Consultants, LLC (incorporated by reference to Exhibit 10.19 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2020)

Exhibit 10.19 ADVISORY AGREEMENT THIS ADVISORY AGREEMENT is made effective as of January 1, 2019, (the “Effective Date”) by and between Austin EV, Inc., a Texas corporation (the “Company”) and Sustainability Consultants, LLC (the “Advisor”). RECITALS A. Company desires to obtain the services of Advisor to perform services identified in each Statement of Work as attached as Exhibit A-1, A-2, etc. B