AYRO, INC.

$100,000,000

Common Stock

Preferred Stock

Warrants

Units

This Prospectus Supplement supplements, and should be read in conjunction with, our Prospectus to our Registration Statement on Form S-3 (Registration No. 333-251001) dated December 2, 2020 (the “Prospectus”). This Prospectus Supplement is qualified by reference to the Prospectus, except to the extent that the information in this Prospectus Supplement updates and supersedes the information contained in the Prospectus. This Prospectus Supplement must be delivered with the Prospectus.

The information in the Prospectus in the section titled “Selling Stockholders” is amended by this Prospectus Supplement in order to reflect updated beneficial ownership information for the selling stockholders, including with regard to (i) the designation by Spartan Capital Securities, LLC of warrants to purchase 100,200 shares of our common stock to certain of its designees, as reflected below, (ii) the assignment by Brio Capital Master Fund, Ltd. of warrants to purchase 69,617 shares of our common stock to OTA LLC (of which warrants to purchase 41,770 shares have since expired) and (iii) the assignment by CHR Structured Capital, LLC of warrants to purchase 412,542 shares of our common stock to OTA LLC.

This Supplement does not relate to our issuance of additional shares of common stock beyond those originally covered by the Prospectus. We will not receive any proceeds from the sale of these shares by the selling stockholders.

Our common stock is traded on the NASDAQ Capital Market under the symbol “AYRO.” On July 28, 2022, the closing sale price of our common stock on the NASDAQ Capital Market was $0.90 per share. You are urged to obtain current market quotations for our common stock.

Investing in our common stock involves risks. See “Risk Factors” beginning on page 15 of the Prospectus, as well as the other information contained or incorporated by reference in the Prospectus or any supplement thereto, before making a decision to invest in our common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this Prospectus Supplement. Any representation to the contrary is a criminal offense.

The date of this Prospectus Supplement is July 29, 2022.

SELLING STOCKHOLDERS

SUPPLEMENTAL INFORMATION

The following table is prepared based on information provided to us by the selling stockholders. The table beginning on page 25 of the Prospectus in the section titled “Selling Stockholders” is hereby amended with respect to the stockholders listed below to reflect updated beneficial ownership information for the selling stockholders, including with regard to: (i) the designation by Spartan Capital Securities, LLC of warrants to purchase 100,200 shares of our common stock to certain of its designees as reflected below; (ii) the assignment by Brio Capital Master Fund, Ltd. of warrants to purchase 69,617 shares of our common stock to OTA LLC (of which warrants to purchase 41,770 shares have since expired) and (iii) the assignment by CHR Structured Capital, LLC of warrants to purchase 412,542 shares of our common stock to OTA LLC. The beneficial ownership information for the selling stockholders listed below is as of July 28, 2022. We have based percentage ownership after this offering on 37,020,518 shares of our common stock outstanding as of July 28, 2022.