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)

AYRO, Inc.

900 E. Old Settlers Boulevard, Suite 100

Round Rock, Texas 78664

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: 512-994-4917

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K (this “Current Report”) is incorporated herein by reference.

As reported below under Item 5.07 of this Current Report, AYRO, Inc. (the “Company”) held a special meeting of stockholders on September 14, 2023 (the “Special Meeting”), at which the Company’s stockholders approved a Second Amendment (the “Incentive Plan Amendment”) to the Company’s 2020 Long-Term Incentive Plan, as amended (the “Incentive Plan”), to increase the aggregate number of shares available for the grant of awards under the Incentive Plan by 5,750,000 shares to a total of 9,839,650 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”).

For more information about the Incentive Plan Amendment, see the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on August 18, 2023 (the “Proxy Statement”), the relevant portions of which are incorporated herein by reference. The foregoing description of the Incentive Plan Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Incentive Plan Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report and is incorporated by reference herein.

Reverse Stock Split Amendment

As reported below under Item 5.07 of this Current Report, the Company held the Special Meeting on September 14, 2023, at which meeting the Company’s stockholders approved an amendment (the “Reverse Stock Split Amendment”) to the Company’s amended and restated certificate of incorporation (the “Certificate of Incorporation”) to effect a reverse stock split of the shares of Common Stock either issued and outstanding or held by the Company as treasury stock at a ratio in the range of 1-for-2 to 1-for-10, with such ratio to be determined by the Company’s board of directors (the “Board”) and included in a public announcement (the “Reverse Stock Split”). Following the Special Meeting, the Board determined to effect the Reverse Stock Split at a ratio of 1-for-8 and approved the corresponding final form of the Reverse Stock Split Amendment. On September 14, 2023, the Company filed the Reverse Stock Split Amendment with the Secretary of State of the State of Delaware to effect the Reverse Stock Split, effective as of 4:00 p.m. (New York time) on September 15, 2023.

As a result of the Reverse Stock Split, every eight shares of issued and outstanding Common Stock will be automatically combined into one issued and outstanding share of Common Stock, without any change in the par value per share. No fractional shares will be issued as a result of the Reverse Stock Split. Any fractional shares that would otherwise have resulted from the Reverse Stock Split will be rounded up to the next whole number. The Reverse Stock Split will reduce the number of shares of Common Stock outstanding from 37,732,530 shares to approximately 4,716,567 shares, subject to adjustment for the rounding up of fractional shares. The number of authorized shares of Common Stock under the Certificate of Incorporation will not change as a result of the Reverse Stock Split.

Proportionate adjustments will be made to the per share exercise price and the number of shares of Common Stock that may be purchased upon exercise of outstanding stock options and warrants granted by the Company, the per share conversion price and the number of shares of Common Stock that may be issued upon conversion of outstanding shares of convertible preferred stock issued by the Company and the number of shares of Common Stock reserved for future issuance under the Incentive Plan.

The Common Stock will begin trading on a reverse stock split-adjusted basis on The Nasdaq Capital Market on September 18, 2023. The trading symbol for the Common Stock will remain “AYRO.” The new CUSIP number for the Common Stock following the Reverse Stock Split is 054748207.

For more information about the Reverse Stock Split, see the Proxy Statement, the relevant portions of which are incorporated herein by reference. The information set forth herein is qualified in its entirety by reference to the complete text of the Reverse Stock Split Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report and is incorporated by reference herein.

Share Increase Amendment

As reported below under Item 5.07 of this Current Report, at the Special Meeting the Company’s stockholders approved an amendment to the Certificate of Incorporation (the “Share Increase Amendment”) to authorize the Board, at its discretion, to increase the number of authorized shares of Common Stock from 100,000,000 to 200,000,000 and to make a corresponding change to the number of authorized shares of capital stock (the “Increase of Authorized Shares”). The Board determined to effect the Increase of Authorized Shares following the Special Meeting. On September 14, 2023, the Company filed the Share Increase Amendment with the Secretary of State of the State of Delaware to effect the Increase of Authorized Shares, effective as of 4:05 p.m. (New York time) on September 15, 2023.

For more information about the Increase of Authorized Shares, see the Proxy Statement, the relevant portions of which are incorporated herein by reference. The information set forth herein is qualified in its entirety by reference to the complete text of the Share Increase Amendment, a copy of which is filed as Exhibit 3.2 to this Current Report and is incorporated by reference herein.

The Special Meeting was held on September 14, 2023. As of the close of business on August 14, 2023, the record date for the Special Meeting, there were (i) 37,732,530 shares of Common Stock, entitled to an aggregate of 37,732,530 votes, (ii) 50 shares of Series H-6 Convertible Preferred Stock, par value $0.0001 per share, entitled to an aggregate of 1,000 votes, and (iii) 22,000 shares of Series H-7 Convertible Preferred Stock, par value $0.0001 per share (“Series H-7 Preferred Stock”), entitled to an aggregate of 30,555,555 votes, outstanding and entitled to vote on the proposals described below, provided, however, that holders of shares of Series H-7 Preferred Stock were not entitled to vote such shares on the Issuance Proposal (as defined below).

At the Special Meeting, the proposals set forth below were submitted to a vote of the Company’s stockholders. Each proposal is described in detail in the Proxy Statement. The final voting results are as follows:

For more information about the foregoing proposals, see the Proxy Statement, the relevant portions of which are incorporated herein by reference. The results reported above are final voting results. No other matters were considered or voted upon at the meeting.

On September 15, 2023, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by reference in such a filing. Furthermore, the furnishing of information under Item 7.01 of this Current Report is not intended to constitute a determination by the Company that the information contained herein, including the exhibits hereto, is material or that the dissemination of such information is required by Regulation FD.

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.