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What changed in StableX Technologies, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of StableX Technologies, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+392 added−449 removedSource: 10-K (2026-03-30) vs 10-K (2025-03-31)

Top changes in StableX Technologies, Inc.'s 2025 10-K

392 paragraphs added · 449 removed · 93 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

8 edited+78 added−91 removed1 unchanged
Biggest changeITEM 1. BUSINESS. In this Annual Report on Form 10-K, unless the context otherwise requires, references to “we,” “us,” “our,” “our company,” “AYRO” and “Company” refer to AYRO, Inc. and its subsidiaries. Overview We design and manufacture compact, sustainable electric vehicles for closed campus mobility, low speed urban and community transport, local on-demand and last mile delivery and government use.
Biggest changeITEM 1. BUSINESS. In this Annual Report on Form 10-K, unless the context otherwise requires, references to “we,” “us,” “our,” “our company,” “StableX” and “Company” refer to StableX Technologies, Inc. and its subsidiaries. Overview We have historically designed and manufactured compact, sustainable electric vehicles.
Instead, the Company engaged a network of independent contractors, consultants, and other third-party service providers who perform various functions for our business, including sales, product development, and administrative support. Geographic Areas We operate in the United States, and all our revenue was generated in the United States during the fiscal years ended December 31, 2024 and 2023.
Instead, the Company engaged a network of independent contractors, consultants, and other third-party service providers who perform various functions for our business, including sales, product development, and administrative support. Geographic Areas We operate in the United States, and all our revenue was generated in the United States during the fiscal years ended December 31, 2025 and 2024.
We also make available, free of charge, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to these reports on our website at www.ayro.com as soon as reasonably practicable after those reports and other information is electronically filed with, or furnished to, the SEC.
We also make available, free of charge, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to these reports on our website at www.stablextechnologies.com as soon as reasonably practicable after those reports and other information is electronically filed with, or furnished to, the SEC.
In addition to these granted patents, as of December 31, 2024, we had two pending patent applications on file with the United States Patent and Trademark Office (“USPTO”). All patent applications have been filed under accelerated consideration criteria due to the age (65) of the named inventor. Trademarks Our products are marketed under a variety of valuable trademarks.
In addition to these granted patents, as of December 31, 2025, we had two pending patent applications on file with the United States Patent and Trademark Office (“USPTO”). All patent applications have been filed under accelerated consideration criteria due to the age (65) of the named inventor. 9 Trademarks Our products are marketed under a variety of valuable trademarks.
As of December 31, 2024, we own more than 30 trademark registrations and pending applications. Depending on the jurisdiction, trademarks generally remain valid and can be renewed indefinitely as long as they are in use or their registrations are properly maintained.
As of December 31, 2025, we own more than 30 trademark registrations and pending applications. Depending on the jurisdiction, trademarks generally remain valid and can be renewed indefinitely as long as they are in use or their registrations are properly maintained. Segment Information The Company operates as a single operating and reportable segment.
Available Information We are required to file Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q with the Securities and Exchange Commission (“SEC”) on a regular basis, and are required to disclose certain material events in Current Reports on Form 8-K.
The information on, or that can be accessed through, our website is not incorporated by reference into this Annual Report on Form 10-K. 10 Available Information We are required to file Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q with the Securities and Exchange Commission (“SEC”) on a regular basis, and are required to disclose certain material events in Current Reports on Form 8-K.
Corporate Information Our corporate headquarters is located at 1185 Avenue of the Americas, New York, NY 10036. Our phone number is 512-994-4917. Our website address is www.ayro.com. The information on, or that can be accessed through, our website is not incorporated by reference into this Annual Report on Form 10-K.
Corporate Information Our corporate headquarters is located at 1185 Avenue of the Americas, New York, NY 10036. Our phone number is 512-994-4917. Our website address is www.stablextechnologies.com.
We continue to focus on innovative and applicable electric vehicle optimization designs that serve an expanding customer and application use base. Patents As of December 31, 2024, we held 11 granted United States patents, nine of which were granted in 2023. Of the 11 patents, four are design patents, and seven are utility patents.
Intellectual Property The Company may rely on a combination of trademarks, trade secrets, know-how and contractual protections to protect its proprietary information. Patents As of December 31, 2025, we held 11 granted United States patents, nine of which were granted in 2023. Of the 11 patents, four are design patents, and seven are utility patents.
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Our four-wheeled purpose-built electric vehicles are geared toward commercial customers, including universities, business and medical campuses, last mile delivery services and food service providers. Strategic Review For the past several years, AYRO’s primary supplier for the AYRO 411x has been Cenntro Automotive Group, Ltd. (“Cenntro”), which operates a large electric vehicle factory in the automotive district in Hangzhou, China.
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In July 2025, we commenced a strategic transition toward a new business model focused on digital asset initiatives, with a focus on targeting the acquisition of crypto tokens that are directly capitalizing on the rapid growth of the stablecoin industry.
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As a result of rising shipping costs, quality issues with certain components and persistent delays, the Company ceased production of the AYRO 411x from Cenntro in September 2022 in order to focus its resources on the development and launch of the new 411 fleet vehicle model year 2023 refresh, the Vanish (the “Vanish”).
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We view the stablecoin ecosystem as a rapidly growing segment of the global financial infrastructure and believe that the entry into this market can provide a complementary revenue stream and enhance stockholder value.
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The Company began the design and development of the Vanish in December 2021, including updates to its supply chain, the offshoring/onshoring mix, and its manufacturing strategy. The Company commenced low-rate initial production of the Vanish in the second quarter of 2023 and commenced initial sales and delivery of the Vanish in the third quarter of 2023.
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Our approach is intended to focus on acquiring and holding crypto assets within the stablecoin space and deploying them in a manner designed to generate yield while managing associated risks. In connection with this strategic shift, we announced a target goal of acquiring up to $100 million in crypto assets, subject to available capital, market conditions and regulatory considerations.
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On January 31, 2024, the Company began to implement an internal restructuring to achieve greater efficiency in pursuit of its strategic goals. As part of the restructuring, the Company eliminated a substantial number of positions and re-evaluated its sales, marketing, and manufacturing functions.
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Our investment strategy centers on acquiring digital assets (tokens) that provide essential infrastructure and enabling technologies for the stablecoin sector, often referred to as the “picks and shovels” approach.
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Additionally, in connection with its internal restructuring, the Company appointed Gilbert Villarreal as President of its subsidiary, Ayro Operating Company, Inc. on August 21, 2024, and has been leading the review of the Vanish, working closely with vendors and third-party consultants to achieve the Company’s objectives of lowering the bill of materials (“BOM”) and overall manufacturing expenses.
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Rather than directly investing in stablecoins themselves (which function as the primary “commodity” in this analogy), we target tokens associated with protocols, networks, and platforms that facilitate the issuance, transfer, custody, compliance, trading, lending, and scalability of stablecoins. We believe this positions our portfolio to capture indirect but amplified exposure to the sector’s anticipated expansion.
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These efforts aim to lower the Manufacturer’s Suggested Retail Price (“MSRP”) of the Vanish, with additional updates expected in the near term. In December 2024, the Company entered into a partnership with GLV Ventures (“GLV”) for the engineering and manufacturing of the Company’s electric vehicle, the Vanish.
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Name Change On August 21, 2025, the Company filed a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation (as amended, the “Certificate of Incorporation”) to change the name of the Company from “AYRO, Inc.” to “StableX Technologies, Inc.,” effective as of August 22, 2025.
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The relationship will launch the re-engineering and manufacturing of the Vanish in the United States using its original specifications. In December 2024, the Company was named a tier one supplier for General Motors (GM) through its partnership with GLV and has secured its first purchase order from one of the top three automotive manufacturers in the United States.
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In addition, effective before the open of market trading on August 25, 2025, the Company’s common stock ceased trading under the ticker symbol “AYRO” and began trading on Nasdaq under the ticker symbol “SBLX”. Business Strategy Our strategy is to generate revenue through capital appreciation driven by ecosystem growth.
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The Company and GLV intend to supply GM as part of an increase in scope of their previously announced low-cost manufacturing and engineering efforts. In February 2025, the Company announced the launch of its new robotics division, which will be focused on AI-driven, automated manufacturing of EVs and accompanying accessories.
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This mechanism is intended to provide diversified, compounding returns aligned with the projected exponential expansion of stablecoins. By focusing on infrastructure providers, we capture value accrual from increased transaction fees, network usage and adoption without direct exposure to stablecoin redemption risks.
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Nasdaq Deficiency On July 18, 2024, the Company received a letter from the Listing Qualifications Department of the Nasdaq Stock Market indicating that, based upon the closing bid price of the Company’s common stock for the 30 consecutive business days between June 3, 2024, to July 17, 2024, the Company did not meet the minimum bid price of $1.00 per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2).
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In implementing our business strategy, we hold our digital assets solely on a passive basis for treasury purposes and we do not have any current plans to stake any portion of our crypto assets held in treasury for the foreseeable future.
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The letter also indicated that the Company will be provided with a compliance period of 180 calendar days, or until January 14, 2025, in which to regain compliance pursuant to Nasdaq Listing Rule 5810(c)(3)(A). 6 On January 15, 2025, the Company received notice from the Staff granting the Company’s request for a 180-day extension to regain compliance with the Rule, or until July 14, 2025 (the “Compliance Period”).
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We have begun the purchase of certain tokens related to our strategy, including FLUID (a stablecoin swap exchange), LINK (an oracle for blockchains) and INJ (a layer one token that has tools for issuing stablecoins and creating DeFi exchanges). We are dollar-cost averaging to manage risk and intend to continue to spread out our purchases across several tokens.
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In order to regain compliance with Nasdaq’s minimum bid price requirement, the Company’s common stock must maintain a minimum closing bid price of $1.00 for at least ten consecutive business days during the Compliance Period.
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However, if we feel the tokens are no longer correlated to the growth in stablecoins we will evaluate selling those tokens. 4 Core Components of Our Strategy ● Target Assets : We focus on tokens representing blockchain networks, layer-1/layer-2 solutions, oracle services, interoperability bridges, exchanges, lending protocols, and compliance tools that underpin stablecoin operations.
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However, if it appears to Nasdaq that the Company will be unable to cure the deficiency Nasdaq will provide notice that the Company’s common stock will be subject to delisting. There can be no assurance that the Nasdaq staff would grant the Company’s request for continued listing subsequent to any delisting notification.
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Examples include decentralized layer one tokens for issuance, decentralized tokens that create stablecoin exchanges, decentralized lending protocols, among others.
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In the event of such a notification, the Company may appeal the Nasdaq staff’s determination to delist its securities. There is no assurance that we will maintain compliance with such minimum listing requirements.
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These are selected based on their proven utility in supporting stablecoin flows, such as USD Coin (USDC), Tether (USDT), and emerging real-world asset (“RWA”) backed variants. ● Market Opportunity : Stablecoins have demonstrated robust growth, with total market capitalization surpassing $280 billion as of mid-2025 and daily transaction volumes exceeding $10 trillion annually. 1 This surge is driven by increasing adoption in payments, remittances, DeFi lending and tokenized real-world assets (“RWAs”).
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If Nasdaq delists our common stock from trading on its exchange for failure to meet the listing standards, an investor would likely find it significantly more difficult to dispose of or obtain our shares, and our ability raise future capital through the sale of our shares could be severely limited.
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Infrastructure tokens benefit asymmetrically from this growth: as stablecoin usage scales, demand for underlying blockspace, security, and interoperability intensifies, leading to higher network fees, token burns, staking rewards, and governance value accrual.
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Delisting could also have other negative results, including the potential loss of confidence by employees, the loss of institutional investor interest and fewer business development opportunities.
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Historical data shows these tokens exhibiting 0.7–0.9 correlation coefficients with stablecoin market cap, often outperforming during expansion phases (such as during the 2023–2025 bull cycles). 2 ● Portfolio Construction and Risk Management : Our positions are expected to be across six to ten diversified tokens, with an emphasis on those with established partnerships (such as integrations with Circle or Tether) and strong fundamentals like low inflation rates and audited smart contracts.
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Products Our vehicles provide the end-user an environmentally friendly alternative to internal combustion engine vehicles (cars powered by gasoline or diesel oil), for light duty uses, including low-speed logistics, maintenance services, cargo services, and personal/group transport in a quiet, zero emissions vehicle with a lower total cost of ownership.
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Our strategy assumes a three-to five-year horizon, projecting five to ten times returns tied to stablecoin total value locked (“TVL”) reaching $1 trillion by 2030. We believe this approach leverages the stablecoin industry’s maturation as a foundational pillar of global digital finance, offering a balanced, growth-oriented exposure without the direct regulatory and redemption risks of holding stablecoins.
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Product Development and Future Strategy As part of our ongoing evaluation of our business and product development strategy, we have written down our inventory to a carrying value of $0. This decision reflects the fact that we are actively reengineering the Vanish.
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It aligns with broader trends in tokenized economies, where infrastructure providers historically capture disproportionate value from ecosystem expansion. Tokens We seek tokens that are generating revenues, are growing in step with the stablecoin industry, have good partnerships and development teams, and have tokenomics linking token success with protocol success.
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While we remain committed to bringing the Vanish to market, we do not yet have an established customer base, and the reengineering process is still ongoing.
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The identification of suitable tokens for investment is conducted on an ongoing basis by our investment team, which continuously monitors the digital asset ecosystem for emerging opportunities.
Removed
Given that the final design, pricing and the timing of commercialization of the reengineered Vanish are still being determined, and there can be no assurances when any of the foregoing stages will be consummated, the usage of our inventory is currently uncertain. As a result, we have written down the inventory at this stage.
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This monitoring includes: (i) reviewing market data and analytics from reputable third-party providers (e.g., on-chain metrics, trading volumes, and protocol performance indicators); (ii) attending industry events, webinars, and conferences to assess project developments; (iii) engaging directly with protocol teams through outreach and due diligence calls; and (iv) analyzing regulatory updates and macroeconomic trends affecting the stablecoin sector.
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However, we remain committed to bringing the Vanish to market and are committed to the reengineering process and progress toward commercialization.
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We do not have fixed timelines for purchases, as selections are opportunistic and depend on market conditions. As of March 24, 2026, we have purchased $1,150,000 of FLUID, $1,450,000 of INJ, $1,250,000 of LINK, and $250,000 of AAVE.
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Manufacturing Agreements On July 28, 2022, we partnered with Linamar Corporation (“Linamar”), a Canadian manufacturer, in a manufacturing agreement (the “Linamar MLA”) to provide certain sub assembly and assembly parts, including the cabin frame and skate for the Vanish (collectively, the “Products”).
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Tokens we have purchased, or are considering purchasing, include FLUID (Fluid Protocol), INJ (Injective Protocol), LINK (Chainlink), AAVE (Aave Protocol), and USD (USD-Denominated Stablecoins). 1 Source: McKinsey & Company, “The stable door opens: How tokenized cash enables next-gen payments,” July 2025; AInvest, “Digital Asset Tokens as the New Corporate Standard: Institutional Adoption and Stablecoin-Driven Payment Ecosystems in 2025,” September 2025; Visual Capitalist, “Visualized: Stablecoin Market Size Forecast into 2030,” October 2025. 2 Source: Pintu News, “Spike in stablecoin reserves on exchanges reaches $70 billion, a bullish signal?”, September 2025. 5 ● INJ (Injective Protocol) - INJ is the native token of the Injective Protocol, a blockchain network designed to support decentralized finance applications, including trading and derivatives.
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During the term of the Linamar MLA, Linamar has the exclusive right to supply the Products to the Company, subject to certain exceptions. The Linamar MLA had an initial term of three years, with automatic renewal for successive two-year terms unless either party has given at least 12 months’ written notice of nonrenewal.
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Within the Injective ecosystem, INJ is used to pay transaction fees and for governance-related functions, and its supply and economic parameters are determined by protocol rules and governance decisions.
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On June 21, 2024, the Company notified Linamar of its intention not to renew the Linamar MLA. As a result, the Linamar MLA was effectively terminated in accordance with its terms on December 17, 2024.
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The Injective network operates through open-source software and smart contracts rather than a centralized operator, and activity on the network is driven by developers and users building and interacting with decentralized applications. The market value of INJ is generally influenced by activity, liquidity and adoption within the Injective ecosystem, as well as broader conditions affecting digital asset markets.
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On January 13, 2025, the Company received $401,675 in cash as part of the final settlement of the Company’s obligations against funds advanced to Linamar, under the Linamar MLA. On August 27, 2024, the Company partnered with Lithion Battery Inc.
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Changes to the protocol, competitive dynamics among blockchain networks or shifts in developer or user engagement may affect the role and perceived utility of INJ over time. ● LINK (Chainlink) - LINK is the native token of the Chainlink network, a decentralized oracle network that provides external data to smart contracts operating across multiple blockchain platforms.
Removed
(“Lithion”), a manufacturer of certain iron phosphate and lithium-ion battery cells, modules and battery packs, and entered into a purchase agreement with Lithion, pursuant to which, the Company agreed to purchase batteries from Lithion for an aggregate of $1,211,150 through 2025.
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LINK is used to compensate node operators that supply and validate data for the network, and the Chainlink network is integrated with a broad range of blockchain protocols and decentralized applications. The network is designed to enable smart contracts to reference off-chain data, such as price information and event outcomes, in a decentralized manner.
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As of December 31, 2024, the Company expensed $669,990 in prepaid inventory, with $541,160 under the purchase agreement remained outstanding. Supply Chain Agreements On December 21, 2023, we entered into a supply agreement with Athena Manufacturing, LP (“Athena”), a provider of customizable sophisticated metal products.
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Demand for LINK is generally tied to usage of the Chainlink network, the scope and reliability of its data services, and adoption across blockchain ecosystems.
Removed
As part of the agreement, we were able to submit devices, component, component assembly, material part, or piece that is custom to AYRO. On August 30, 2024, we terminated the supply agreement with Athena, and in full settlement, we paid an amount of $289,205 for materials purchased.
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The economic characteristics of LINK may also be influenced by developments in competing data solutions and changes in how decentralized applications source external information. ● AAVE - AAVE is the governance and utility token of the Aave protocol, a decentralized lending and borrowing platform that operates through smart contracts and is deployed across multiple blockchain networks.
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Business Strategy Our goal is to continue to develop and commercialize automotive-grade, sustainable electric transportation solutions for the markets and use cases that we believe can be well served by our purpose-built, street legal low speed electric vehicles. Our business strategy includes the following: ● Continuously evaluate operations .
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Holders of AAVE may participate in governance decisions relating to protocol parameters and upgrades, although AAVE does not represent an ownership interest in the protocol or any affiliated entity. The Aave protocol enables users to supply and borrow digital assets in a non-custodial manner, with terms governed by smart contracts.
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The Company is evaluating its operations to align with anticipated market conditions for electric vehicles. 7 ● Identify defined markets and use cases which are currently under-served but represent sizable market opportunity sub-sets of the electric vehicle market and focus development efforts on purpose-built electric vehicles to address such markets .
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The economic characteristics of AAVE are generally linked to activity, liquidity, and adoption of the Aave protocol.
Removed
We are currently developing a new series of modular, highly reconfigurable payload systems affording operators the maximum flexibility in the use of their fleet for a plurality of payloads.
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Changes in protocol design, user participation, or broader conditions affecting decentralized finance may influence the perceived utility and value of AAVE. ● USD-Denominated Stablecoins - We are also considering holding U.S. dollar-denominated stablecoins, which are digital tokens designed to maintain a value intended to track the U.S. dollar and are typically issued by centralized entities supported by reserves intended to facilitate redemption.
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We intend to direct resources to advance the development of such reconfigurable payload solutions which we believe will afford customers the option of sharing transportation assets or configuring those assets differently for differing time of day or time of season use cases. ● Invest in research and development and qualification of sensors, cameras, software and mobility services, seeking to enhance the value of using our electric vehicles and to derive incremental potential revenue streams for us and our partner ecosystem .
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Within digital asset markets, stablecoins are commonly used as a medium of exchange, settlement asset, and liquidity management tool, and they do not provide equity, governance, or profit participation rights. If acquired, our stablecoin holdings would be used primarily for liquidity management, settlement and operational purposes within digital asset markets.
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We intend to offer a web-based application to accompany every vehicle sold or leased beginning with the AYRO Vanish Fleet to enhance the use cases for those vehicles and optimize driver routing, user scheduling, and customer communication.
Added
Custodial Account The Company currently uses a third-party custodian, BitGo Trust Company, Inc. (“BitGo”) to store the Company’s crypto assets, pursuant to a custodian services agreement, dated as of August 12, 2025, by and between the Company and BitGo (the “Custodian Agreement”).
Removed
We intend for onboard sensors to collect vehicle health, location data, route data, payload data and environmental data to provide us, the customer and fleet operators the ability to do post-hoc analysis of forecast versus observed delivery efficiency.
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Pursuant to the Custodial Agreement, BitGo, through its custodial services enables the Company to create one or more custody accounts, controlled and secured by BitGo to store certain supported digital currencies and digital tokens or certain fiat currencies such as U.S. dollars.
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A subscription service could later be offered even to delivery operators operating vehicles other than ours, creating the potential for an additional revenue stream.
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BitGo also provides the Company with the option to create non-custodial wallets that support certain digital assets via an API and web interface. The Company may also elect to store fiat currency with BitGo. The Custodial Agreement has an initial term of one year.
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Trends Driving the Need for Electric Vehicles The U.S. electric vehicle market is forecasted to grow substantially in the years ahead, driven by factors such as the country’s increasingly urbanized population, escalating gas prices and increased desirability of non-emissive transportation alternatives.
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After the initial term, it automatically renews for successive one-year periods, unless either party notifies the other of its intention not to renew at least 60 days prior to the expiration of the then-current term.
Removed
A segment of the electric vehicle market, low speed electric vehicles (“LSEVs”)—which are LSVs but cannot be powered by gas or diesel fuel—are growing increasingly popular as eco-friendly options for consumers and commercial entities. LSEVs run on electric motors fueled by a variety of different batteries, such as lithium ion, molten salt, zinc-air and various nickel-based designs.
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The Company and BitGo may terminate the Custodian Agreement if the other party breaches a material term of the Custodian Agreement and fails to cure such breach within 30 calendar days following written notice thereof.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

43 edited+150 added−191 removed93 unchanged
Biggest changeThese provisions, among other things: ● allow the authorized number of directors to be changed only by resolution of our board of directors; ● authorize our board of directors to issue, without stockholder approval, preferred stock, the rights of which will be determined at the discretion of the board of directors and that, if issued, could operate as a “poison pill” to dilute the stock ownership of a potential hostile acquirer to prevent an acquisition that our board of directors does not approve; ● establish advance notice requirements for stockholder nominations to our board of directors or for stockholder proposals that can be acted on at stockholder meetings; and ● limit who may call a stockholder meeting. 31 In addition, we are governed by the provisions of Section 203 of the Delaware General Corporation Law that may, unless certain criteria are met, prohibit large stockholders, in particular those owning 15% or more of the voting rights on our common stock, from merging or combining with us for a prescribed period of time.
Biggest changeThese provisions, among other things: ● allow the authorized number of directors to be changed only by resolution of our board of directors; ● authorize our board of directors to issue, without stockholder approval, preferred stock, the rights of which will be determined at the discretion of the board of directors and that, if issued, could operate as a “poison pill” to dilute the stock ownership of a potential hostile acquirer to prevent an acquisition that our board of directors does not approve; ● establish advance notice requirements for stockholder nominations to our board of directors or for stockholder proposals that can be acted on at stockholder meetings; and ● limit who may call a stockholder meeting.
A failure in or breach of our or our operational or security systems or infrastructure, or those of third parties with which we do business, including as a result of cyberattacks, could disrupt our businesses, result in the disclosure or misuse of confidential or proprietary information, damage our reputation, increase our costs and cause losses.
A failure in or breach of our operational or security systems or infrastructure, or those of third parties with which we do business, including as a result of cyberattacks, could disrupt our businesses, result in the disclosure or misuse of confidential or proprietary information, damage our reputation, increase our costs and cause losses.
Acquisitions may expose us to operational challenges and risks, including: 23 ● the ability to profitably manage acquired businesses or successfully integrate the acquired businesses’ operations, personnel, financial reporting, accounting and internal controls, technologies and products into our business; ● increased indebtedness and the expense of integrating acquired businesses, including significant administrative, operational, economic, geographic or cultural challenges in managing and integrating the expanded or combined operations; ● entry into jurisdictions or acquisition of products or technologies with which we have limited or no prior experience, and the potential of increased competition with new or existing competitors as a result of such acquisitions; ● diversion of management’s attention and the over-extension of our operating infrastructure and our management systems, information technology systems, and internal controls and procedures, which may be inadequate to support growth; ● the ability to fund our capital needs and any cash flow shortages that may occur if anticipated revenue is not realized or is delayed, whether by general economic or market conditions, or unforeseen internal difficulties; and ● the ability to retain or hire qualified personnel required for expanded operations.
Acquisitions may expose us to operational challenges and risks, including: ● the ability to profitably manage acquired businesses or successfully integrate the acquired businesses’ operations, personnel, financial reporting, accounting and internal controls, technologies and products into our business; ● increased indebtedness and the expense of integrating acquired businesses, including significant administrative, operational, economic, geographic or cultural challenges in managing and integrating the expanded or combined operations; ● entry into jurisdictions or acquisition of products or technologies with which we have limited or no prior experience, and the potential of increased competition with new or existing competitors as a result of such acquisitions; 17 ● diversion of management’s attention and the over-extension of our operating infrastructure and our management systems, information technology systems, and internal controls and procedures, which may be inadequate to support growth; ● the ability to fund our capital needs and any cash flow shortages that may occur if anticipated revenue is not realized or is delayed, whether by general economic or market conditions, or unforeseen internal difficulties; and ● the ability to retain or hire qualified personnel required for expanded operations.
Despite these efforts, any of these parties may breach the agreements and disclose our proprietary information, including our trade secrets, and we may not be able to obtain adequate remedies for such breaches. 27 Legal proceedings or third-party claims of intellectual property infringement and other challenges may require us to spend substantial time and money and could harm our business.
Despite these efforts, any of these parties may breach the agreements and disclose our proprietary information, including our trade secrets, and we may not be able to obtain adequate remedies for such breaches. Legal proceedings or third-party claims of intellectual property infringement and other challenges may require us to spend substantial time and money and could harm our business.
Our management performed an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2024 and concluded our internal control over financial reporting was not effective as of December 31, 2024, due to the fact that: (i) we were unable to document, formalize, implement and revise where necessary controls, policies and procedure documentation to evidence a system of controls, inclusive of IT controls, including testing of such controls that is consistent with our current personnel and available resources; (ii) we failed to document, maintain and test effective control activities over our control environment, risk assessment, information technology and monitoring components; and (iii) we had insufficient segregation of duties, oversight of work performed and lack of compensating controls in our finance and accounting functions, including, without limitation, the processing, review and authorization of all routine and non-routine transactions, due to limited personnel and resources.
Our management performed an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2025 and concluded our internal control over financial reporting was not effective as of December 31, 2025, due to the fact that: (i) we were unable to document, formalize, implement and revise where necessary controls, policies and procedure documentation to evidence a system of controls, inclusive of IT controls, including testing of such controls that is consistent with our current personnel and available resources; (ii) we failed to document, maintain and test effective control activities over our control environment, risk assessment, information technology and monitoring components; and (iii) we had insufficient segregation of duties, oversight of work performed and lack of compensating controls in our finance and accounting functions, including, without limitation, the processing, review and authorization of all routine and non-routine transactions, due to limited personnel and resources.
Further, we may not be able to continue operating if we do not generate sufficient revenues from operations to stay in business. We have raised capital in the past primarily through public offerings, as well as debt and private placements of our convertible preferred stock.
Further, we may not be able to continue operating if we do not generate sufficient revenues from operations to stay in business. 16 We have raised capital in the past primarily through public offerings, as well as debt and private placements of our convertible preferred stock.
If we raise additional funds through collaboration and licensing arrangements with third parties, it may be necessary to relinquish some rights to our technologies or our products, to grant licenses on terms that are not favorable to us, or to issue equity instruments that may be dilutive to our stockholders.
If we raise additional funds through collaboration and licensing arrangements with third parties, it may be necessary to relinquish some rights to our technologies to grant licenses on terms that are not favorable to us, or to issue equity instruments that may be dilutive to our stockholders.
Decisions in favor of parties that bring lawsuits against us could subject us to significant liability for damages, adversely affect our results of operations and harm our reputation. An active trading market for our Common Stock may not be sustained.
Decisions in favor of parties that bring lawsuits against us could subject us to significant liability for damages, adversely affect our results of operations and harm our reputation. 27 An active trading market for our Common Stock may not be sustained.
We may invest in or acquire other businesses, and our business may suffer if we are unable to successfully integrate acquired businesses into our company or otherwise manage the growth associated with multiple acquisitions. As part of our business strategy, we may make acquisitions as opportunities arise to add new or complementary businesses, products, brands or technologies.
We may invest in or acquire other businesses, and our business may suffer if we are unable to successfully integrate acquired businesses into our company or otherwise manage the growth associated with multiple acquisitions. As part of our business strategy, we may make acquisitions as opportunities arise to add new or complementary businesses or technologies.
If we are unable to obtain additional financing on a timely basis, we may have to curtail, delay or eliminate our development activities and growth plans, and/or be forced to sell some or all assets, perhaps on unfavorable terms, which would have a material adverse effect on our business, financial condition and results of operations, and ultimately we could be forced to discontinue our operations and liquidate, in which event it is unlikely that stockholders would receive any distribution on their shares.
If we are unable to obtain additional financing on a timely basis, we may have to curtail, delay or liquidate our portfolio and growth plans, and/or be forced to sell some or all digital assets, perhaps on unfavorable terms, which would have a material adverse effect on our business, financial condition and results of operations, and ultimately we could be forced to discontinue our operations and liquidate, in which event it is unlikely that stockholders would receive any distribution on their shares.
We have identified a material weakness in our internal control over financial reporting, and if we are unable to remediate the material weakness, or if we experience additional material weaknesses in the future, our business may be harmed.
Risks Related to Internal Controls We have identified a material weakness in our internal control over financial reporting, and if we are unable to remediate the material weakness, or if we experience additional material weaknesses in the future, our business may be harmed.
We believe our future success will depend in large part upon our ability to attract and retain highly skilled managerial, technical, finance and sales and marketing personnel. We have only one line of business and are highly dependent upon the continued service of our key executive officers and other employees.
We believe our future success will depend in large part upon our ability to attract and retain highly skilled managerial, technical, finance and sales and marketing personnel. We are highly dependent upon the continued service of our key executive officers and other employees.
The loss of and failure to replace key management and personnel could have a serious adverse effect on sales bookings, strategic relationships, manufacturing operations, order fulfilment and customer service, and may adversely impact the achievement of our objectives. Despite our efforts to retain valuable employees, members of our management may terminate their employment with us at any time.
The loss of and failure to replace key management and personnel could have a serious adverse effect on strategic relationships and may adversely impact the achievement of our objectives. Despite our efforts to retain valuable employees, members of our management may terminate their employment with us at any time.
The market price of our common stock is likely to be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control, including the following: ● results of our operations and product development efforts; ● our ability to obtain working capital financing; ● additions or departures of key personnel; · limited “public float” in the hands of a small number of persons whose sales or lack of sales could result in positive or negative pricing pressure on the market price for our common stock; ● our ability to execute our business plan; ● sales of our common stock and decline in demand for our common stock; ● regulatory developments; ● economic and other external factors; ● investor perception of our industry or our prospects; and ● period-to-period fluctuations in our financial results.
The market price of our common stock is likely to be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control, including the following: ● results of our operations and product development efforts; ● our ability to obtain working capital financing; ● additions or departures of key personnel; ● limited “public float” in the hands of a small number of persons whose sales or lack of sales could result in positive or negative pricing pressure on the market price for our common stock; ● our ability to execute our business plan; ● sales of our common stock and decline in demand for our common stock; ● regulatory developments; ● economic and other external factors; ● investor perception of our industry or our prospects; and ● period-to-period fluctuations in our financial results. 26 In addition, the securities markets have from time-to-time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies.
For installment amounts paid in shares of common stock, the number of shares of common stock shall be calculated by dividing the applicable payment amount due by the “installment conversion price.” The installment conversion price shall be equal to the lower of (i) the Conversion Price (as defined in the Certificate of Designations) in effect as of the applicable payment date and (ii) the greater of (A) 80% of the average of the three lowest closing prices of our common stock during the thirty trading day period immediately prior to the date the payment is due or (B) $0.744 (subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations or other similar events) or, in any case, such lower amount as permitted, from time to time, by the Nasdaq Stock Market (the “Floor Price”). 25 Our ability to make payments due to the holders of Series H-7 Preferred Stock using shares of common stock is subject to certain limitations set forth in the Certificate of Designations.
For installment amounts paid in shares of common stock, the number of shares of common stock shall be calculated by dividing the applicable payment amount due by the “installment conversion price.” The installment conversion price shall be equal to the lower of (i) the Conversion Price (as defined in the Certificate of Designations) in effect as of the applicable payment date and (ii) the greater of (A) 80% of the average of the three lowest closing prices of our common stock during the thirty trading day period immediately prior to the date the payment is due or (B) $11.904 (subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations or other similar events) or, in any case, such lower amount as permitted, from time to time, by the Nasdaq Stock Market (the “Floor Price”).
We expect to incur additional losses in the future and may never be profitable. We have never been profitable or generated positive cash flow from our operations.
Risks Related to Our Business We have a history of losses and have never been profitable. We expect to incur additional losses in the future and may never be profitable. We have never been profitable or generated positive cash flow from our operations.
We may incur significant additional losses as we continue to focus our resources on scaling up our operations for growth and incur significant future expenditures for research and development, sales and marketing, and general and administrative expenses, capital expenses and working capital fluctuations.
We may incur significant additional losses as we continue to focus our resources on scaling up our operations for growth and incur significant future expenditures for research and development, sales and marketing, and general and administrative expenses, capital expenses and working capital fluctuations. We did not generate revenue during 2025 and may not generate revenue in future periods.
If we are unable to make installment payments in shares of common stock, we may be forced to make such payments in cash. If we do not have sufficient cash resources to make these payments, we may need to raise additional equity or debt capital, and we cannot provide any assurance that we will be successful in doing so.
If we do not have sufficient cash resources to make these payments, we may need to raise additional equity or debt capital, and we cannot provide any assurance that we will be successful in doing so.
If we develop a reputation for being a difficult acquirer or having an unfavorable work environment, or target companies view our common stock unfavorably, we may be unable to consummate key acquisition transactions essential to our corporate strategy and our business may be seriously harmed.
If we develop a reputation for being a difficult acquirer or having an unfavorable work environment, or target companies view our common stock unfavorably, we may be unable to consummate key acquisition transactions essential to our corporate strategy and our business may be seriously harmed. We have issued preferred stock and other equity-linked securities that may result in dilution.
We incurred net loss of approximately $1.8 million and net loss of $34.2 million for the years ended December 31, 2024 and 2023, respectively. As of December 31, 2024, we had an accumulated deficit of approximately $117 million.
We incurred net loss of approximately $21.8 million and net loss of $1.8 million for the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025, we had an accumulated deficit of approximately $139 million.
Risks Related to Our Series H-7 Preferred Stock Holders of our Series H-7 Preferred Stock are entitled to certain payments under the Certificate of Designations that may be paid in cash or in shares of common stock depending on the circumstances.
Risks Related to Our Series Preferred Stock Holders of our Series H-7 Preferred Stock are entitled to certain payments under the Certificate of Designations that may be paid in cash or in shares of common stock depending on the circumstances. If we make these payments in cash, we may be required to expend a substantial portion of our cash resources.
If we are unable to successfully remediate our existing material weakness or any additional material weaknesses in our internal control over financial reporting that may be identified in the future in a timely manner, the accuracy and timing of our financial reporting may be adversely affected; our liquidity, our access to capital markets, the perceptions of our creditworthiness may be adversely affected; we may be unable to maintain or regain compliance with applicable securities laws, the listing requirements of the Nasdaq Stock Market; we may be subject to regulatory investigations and penalties; investors may lose confidence in our financial reporting; our reputation may be harmed; and our stock price may decline.
If we are unable to successfully remediate our existing material weakness or any additional material weaknesses in our internal control over financial reporting that may be identified in the future in a timely manner, the accuracy and timing of our financial reporting may be adversely affected; our liquidity, our access to capital markets, the perceptions of our creditworthiness may be adversely affected; we may be unable to maintain or regain compliance with applicable securities laws, the listing requirements of the Nasdaq Stock Market; we may be subject to regulatory investigations and penalties; investors may lose confidence in our financial reporting; our reputation may be harmed; and our stock price may decline. 18 Risks Related to Regulatory Matters Political or economic crises may motivate large-scale sales of digital assets, which would result in a reduction in values and materially and adversely affect us.
In addition, delisting could harm our ability to raise capital through alternative financing sources on terms acceptable to us, or at all, and may result in the potential loss of confidence by investors, suppliers, customers and employees and fewer business development opportunities.
In addition, delisting could harm our ability to raise capital through alternative financing sources on terms acceptable to us, or at all, and may result in the potential loss of confidence by investors, suppliers, customers and employees and fewer business development opportunities. There is no assurance that we will maintain compliance with such minimum listing requirements.
If are unable to raise sufficient capital to fund our operations, we may need to delay, reduce or eliminate certain research and development programs or other operations, sell some or all of our assets or merge with another entity. 12 We have a history of losses and have never been profitable.
If we are unable to raise sufficient capital to meet our payment obligations, we may need to delay, reduce or eliminate certain research and development programs or other operations, sell some or all of our assets or merge with another entity.
The Certificate of Designations for the Series H-7 Preferred Stock and the Series H-7 Warrants issued concurrently therewith contain anti-dilution provisions that may result in the reduction of the conversion price of the Series H-7 Preferred Stock or the exercise price of such Series H-7 Warrants in the future.
The issuance of shares of common stock to the holders of our Series H-7 Preferred Stock will increase the number of shares of common stock outstanding and could result in substantial dilution to the existing holders of our common stock. 21 The Certificate of Designations for the Series H-7 Preferred Stock and the Series H-7 Warrants issued concurrently therewith contain anti-dilution provisions that may result in the reduction of the conversion price of the Series H-7 Preferred Stock or the exercise price of such Series H-7 Warrants in the future.
Although we have written employment agreements with our executive officers, these employment agreements do not bind these executives for any specific term and allow executive officers to leave at any time, for any reason, with or without cause.
Although we have written employment agreements with our executive officers, these employment agreements do not bind these executives for any specific term and allow executive officers to leave at any time, for any reason, with or without cause. We do not maintain any “key-man” insurance policies on any of the key employees nor do we intend to obtain such insurance.
Under the Certificate of Designations (the “Certificate of Designations”) of our Series H-7 Preferred Stock we are required to redeem the shares of Series H-7 Preferred Stock in monthly installments.
If we make these payments in common stock, it may result in substantial dilution to the holders of our common stock. Under the Certificate of Designations (the “Certificate of Designations”) of our Series H-7 Preferred Stock we are required to redeem the shares of Series H-7 Preferred Stock in monthly installments.
Our involvement in intellectual property litigation could result in significant expense to us, adversely affect the development of sales of the challenged product or intellectual property and divert the efforts of our technical and management personnel, whether or not such litigation is resolved in our favor.
Third parties may in the future assert claims of infringement of intellectual property rights against us or against our customers or channel partners for which we may be liable. 25 Our involvement in intellectual property litigation could result in significant expense to us, adversely affect the development of sales of the challenged product or intellectual property and divert the efforts of our technical and management personnel, whether or not such litigation is resolved in our favor.
We have never declared or paid cash dividends on our Common Stock and do not expect to do so in the foreseeable future.
We do not anticipate paying cash dividends on our Common Stock and, accordingly, stockholders must rely on stock appreciation for any return on their investment. We have never declared or paid cash dividends on our Common Stock and do not expect to do so in the foreseeable future.
Moreover, compliance with these rules and regulations has increased our legal, accounting and financial compliance costs and has made some activities more time-consuming and costly.
Moreover, compliance with these rules and regulations has increased our legal, accounting and financial compliance costs and has made some activities more time-consuming and costly. It is also more expensive for us to obtain director and officer liability insurance.
Such additional capital may not be available on reasonable terms or at all. 22 Our ability to obtain the necessary financing to carry out our business plan is subject to a number of factors, including general market conditions, performance of our vehicles, market demand for our vehicles and investor acceptance of our business plan.
In addition, we may need to raise additional capital for strategic acquisitions or transactions. Such additional capital may not be available on reasonable terms or at all. Our ability to obtain the necessary financing to carry out our business plan is subject to a number of factors.
If we were to lose or otherwise be unable to maintain these licenses for any reason, it would halt our ability to manufacture and sell our vehicles or may prohibit development of our future models, which could result in a material adverse effect on our business or results of operations.
If we were to lose or otherwise be unable to maintain these licenses for any reason, it would halt our ability to manufacture and sell our vehicles or may prohibit development of our future models, which could result in a material adverse effect on our business or results of operations. 24 In addition, if we do not own the patents or patent applications that we license, as was the case with the AYRO 411x’s patents, we may need to rely upon our licensors to properly prosecute and maintain those patent applications and prevent infringement of those patents.
For example, the laws of certain countries in which our products, components and sub-assemblies are manufactured or licensed do not protect our proprietary rights to the same extent as the laws of the United States. 26 To prevent substantial unauthorized use of our intellectual property rights, it may be necessary to prosecute actions for infringement and/or misappropriation of our trade secrets and/or proprietary rights against third parties.
For example, the laws of certain countries in which our products, components and sub-assemblies are manufactured or licensed do not protect our proprietary rights to the same extent as the laws of the United States.
In addition, the securities markets have from time-to-time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. Our failure to meet the continued listing requirements of the Nasdaq Capital Market (“Nasdaq”) could result in a delisting of our common stock. Our common stock is currently listed for trading on The Nasdaq Capital Market.
Our failure to meet the continued listing requirements of the Nasdaq Capital Market (“Nasdaq”) could result in a delisting of our common stock. Our common stock is currently listed for trading on The Nasdaq Capital Market.
As cyber threats continue to evolve, we may be required to expend significant additional financial, technical and operational resources to continue to modify or enhance our protective measures or to investigate and remediate any information security vulnerabilities.
As cyber threats continue to evolve, we may be required to expend significant additional financial, technical and operational resources to continue to modify or enhance our protective measures or to investigate and remediate any information security vulnerabilities. 28 In addition, we also face the risk of operational failure, termination or capacity constraints of any of the third parties with which we do business or that facilitate our and our subsidiaries’ business activities.
Because the pool of qualified personnel with engineering or manufacturing experience and/or experience working in the electric vehicle market is limited overall, recruitment and retention of senior management and skilled technical, sales and other personnel is very competitive. Many of the companies with which we compete for experienced personnel have greater resources than us.
Recruiting and retaining qualified employees, consultants, and advisors for our business is crucial to continue to execute our growth strategy. Because the pool of qualified personnel with digital asset experience is limited overall, recruitment and retention of senior management is very competitive. Many of the companies with which we compete for experienced personnel have greater resources than us.
There can be no assurance that our competitors or customers will not independently develop technologies that are substantially equivalent or superior to our technology or design around our proprietary rights. In each case, our ability to compete could be significantly impaired. We may need to license intellectual property from third parties in the future.
In addition, third parties may seek to challenge, invalidate or circumvent our patents, trademarks, copyrights and trade secrets, or applications for any of the foregoing. There can be no assurance that our competitors or customers will not independently develop technologies that are substantially equivalent or superior to our technology or design around our proprietary rights.
Any such action could result in significant costs and diversion of our resources and management’s attention, and there can be no assurance we will be successful in such action. Furthermore, our current and potential competitors may have the ability to dedicate substantially greater resources to enforce their intellectual property rights than we do.
To prevent substantial unauthorized use of our intellectual property rights, it may be necessary to prosecute actions for infringement and/or misappropriation of our trade secrets and/or proprietary rights against third parties. Any such action could result in significant costs and diversion of our resources and management’s attention, and there can be no assurance we will be successful in such action.
Accordingly, despite our efforts, we may not be able to prevent third parties from infringing upon or misappropriating our trade secrets and/or intellectual property. In addition, third parties may seek to challenge, invalidate or circumvent our patents, trademarks, copyrights and trade secrets, or applications for any of the foregoing.
Furthermore, our current and potential competitors may have the ability to dedicate substantially greater resources to enforce their intellectual property rights than we do. Accordingly, despite our efforts, we may not be able to prevent third parties from infringing upon or misappropriating our trade secrets and/or intellectual property.
As of December 31, 2024, we had approximately $16.0 million of cash and cash equivalents and $4.1 million in marketable securities. In order to have sufficient cash to fund our operations in the future, we will need to raise additional equity or debt capital and cannot provide any assurance that we will be successful in doing so.
If such Triggering Event occurs, our financial condition and results of operations could be materially affected. If we do not have sufficient cash resources to make these payments, we may need to raise additional equity or debt capital, and we cannot provide any assurance that we will be successful in doing so.
Failure to maintain the strength and value of our brand could have a material adverse effect on our business, financial condition and results of operations. Our success depends, in part, on the value and strength of our brand.
We continuously evaluate our business strategy and may modify our strategy as necessary to respond to developments in our business and other factors, and any such modification, if not successful, could have a material adverse effect on our business, financial condition, and results of operations.
Although we carry property insurance, our coverage may not be adequate to compensate us for all losses that may occur. Any of these events individually or in the aggregate could have a material adverse effect on our business, financial condition and operating results.
Any such sale of digital assets may have a material adverse effect on our operating results and financial condition and could impair our ability to secure additional equity or debt financing in the future.
If we make these payments in cash, we may be required to expend a substantial portion of our cash resources. If we make these payments in common stock, it may result in substantial dilution to the holders of our common stock.
Holders of our shares of Series I Preferred Stock are entitled to certain payments under the Series I Certificate of Designations that may be paid in cash, or in certain circumstances, in share of Common Stock, which may require the expenditure of a substantial portion of our cash resources.
Removed
Risks Related to Our Business Our consolidated financial statements have been prepared on a going concern basis; we must raise additional capital to fund our operations in order to continue as a going concern.
Added
During the year ended December 31, 2025, we did not generate revenue. Our current activities consist primarily of managing digital assets, marketable securities and cash resources. We may not generate operating revenue in future periods.
Removed
In its report dated March 31, 2025, Marcum LLP, our independent registered public accounting firm, expressed substantial doubt about our ability to continue as a going concern as we have suffered recurring losses from operations and have insufficient liquidity to fund our future operations.
Added
As a result, our ability to increase stockholder value is currently dependent on the performance of our investment portfolio and our ability to manage liquidity effectively and access to capital markets. If capital markets become unfavorable or inaccessible, we may be unable to raise additional funds on acceptable terms, if at all.
Removed
If we are unable to improve our liquidity position, we may not be able to continue as a going concern.
Added
There can be no assurance that our strategy will result in increased stockholder value. Our business model has changed, and our historical operating results may not be indicative of future performance. Historically, we operated as a manufacturer and seller of electric vehicles.
Removed
The accompanying consolidated financial statements do not include any adjustments that might result if we are unable to continue as a going concern and, therefore, be required to realize our assets and discharge our liabilities other than in the normal course of business which could cause investors to suffer the loss of all or a substantial portion of their investment.
Added
During 2025, we transitioned away from those activities and are now focused on digital asset treasury management and management of marketable securities. As a result, our historical financial statements are not indicative of our current operations or future performance. Investors may have difficulty evaluating our business due to the absence of historical operating performance under our current strategy.
Removed
Our ability to generate revenue and achieve profitability depends mainly upon our ability, alone or with others, to successfully market our products to meet the market demand and maintain compliance with the rules, regulations and laws of federal, state, local and international governmental bodies.
Added
We continuously evaluate our business strategy and modify our plans as necessary to achieve our objectives in response to changing circumstances. As part of such a process, we may delay, modify or discontinue our business strategy in the digital asset sector and choose alternative approaches if we believe such changes would be in our best interest.
Removed
We may be unable to achieve any or all of these goals with regard to our products. Our future vehicle roadmap requires significant investment prior to commercial introduction, but these vehicles may never be successfully designed, engineered, manufactured or sold. Moreover, scaling up of our operations, launching additional products and expanding our sales territories will require significant additional investment.
Added
We have implemented such changes in our business strategy and may continue to do so in the future.
Removed
We will continue to incur losses until such time that our vehicle sales volume supports our underlying overhead costs. As a result, we may never be profitable or achieve significant and/or sustained revenues.
Added
There can be no assurances that changes that we implement will be successful or that, after implementation of any such changes, that we will not refocus our efforts on new or different objectives. 11 Our financial results are highly dependent on the performance of digital assets and marketable securities.
Removed
Even if we are successful in generating revenue and increasing our customer base, we may not become profitable in the future or may be unable to maintain any profitability achieved if we fail to increase our revenue and manage our operating expenses or if we incur unanticipated liabilities.
Added
A significant portion of our assets consists of digital assets and marketable securities. The value of these assets may fluctuate significantly due to market volatility, changes in investor sentiment, macroeconomic conditions, regulatory developments, liquidity conditions, technological developments, and other factors beyond our control.
Removed
The market for our products is developing and may not develop as expected. The market for our electric vehicles is developing and may not develop as expected.
Added
Digital assets in particular are highly volatile and may experience substantial price declines over short periods of time. If the value of our digital assets or marketable securities declines materially, our financial condition and stockholders’ equity could be adversely affected. Digital assets are subject to extreme price volatility and may experience significant declines in value.
Removed
The market for alternative fuel vehicles is relatively new, rapidly evolving, characterized by rapidly changing technologies, price competition, additional competitors, evolving multi-level government regulations and industry standards, frequent new vehicle announcements and changing consumer demands and behaviors.
Added
Digital asset markets have historically experienced extreme price volatility, including rapid and substantial decreases in value. Market prices may fluctuate due to factors such as: ● regulatory developments; ● technological changes or perceived vulnerabilities; ● market manipulation; ● macroeconomic trends; ● security breaches or failures of digital asset platforms; and ● changes in market liquidity.
Removed
The electric vehicle market is in its early stage where many standards and best practices have not been established or are constantly evolving, and it may take many years for the market to fully mature.
Added
There is no assurance that digital asset markets will continue to develop or that digital assets will retain long-term value. Any sustained decline in the value of digital assets could materially and adversely affect our financial condition. Digital asset custody and security risks could result in the loss of our assets.
Removed
We believe our future success will depend in large part on our ability to quickly and efficiently adapt to both the market demand for products and features, as well as adapt to newly created statutory laws at federal, state, local and international levels.
Added
Digital assets are susceptible to theft, loss, hacking, cyber intrusion, and other security breaches. If private keys are lost, compromised, or destroyed, we may lose access to our digital assets permanently. While we utilize custody solutions and internal controls designed to safeguard our holdings, no system is entirely immune from security risks.
Removed
Due to the nature of the electronic vehicle market still in development, it is difficult to predict the demands for our electric vehicles and ancillary services and products, as well as the size and growth rate for this market, the entry of competitive products, or the success of existing competitive products.
Added
Any loss of digital assets could have a material adverse effect on our financial condition. We may be deemed an investment company under the Investment Company Act of 1940, as amended.
Removed
If a meaningful market for our vehicles does not develop, we will not be successful. We are currently evaluating our product development strategy, which may result in significant changes and have a material impact on our business, results of operations and financial condition.
Added
Because a substantial portion of our assets consists of digital assets and marketable securities, there is a risk that we could be deemed an “investment company” under the Investment Company Act of 1940, as amended.
Removed
Following the hiring of our former Chief Executive Officer, in the third quarter of 2021, we initiated a strategic review of our product development strategy.
Added
If we were required to register as an investment company, we would become subject to significant regulatory requirements and restrictions that could materially limit our ability to operate our business as currently structured.
Removed
This process has resulted, and may further result, in us modifying or discontinuing current or planned products, reallocating time and resources among existing products, exploring new products or making other operational changes, including adjusting our reliance on internal and external resources.
Added
We believe we are not currently required to register as an investment company; however, this determination depends on complex legal standards and evolving interpretations. 12 We may incur losses from impairment or fair value adjustments.
Removed
Most recently, on January 31, 2024, we implemented an internal restructuring in order to achieve greater efficiency in pursuit of our strategic goals. As part of the restructuring, amongst other things, we eliminated a substantial number of positions as we re-evaluate our sales, marketing and manufacturing functions.
Added
Depending on the accounting treatment of our digital assets and marketable securities, we may be required to record impairment losses or recognize fair value fluctuations in earnings. These adjustments could result in significant volatility in our reported results of operations.
Removed
Following the internal restructuring, as of December 31, 2024, we did not have any direct, full-time employees. Instead, we engaged a network of independent contractors, consultants, and other third-party service providers who perform various functions for our business, including sales, product development, and administrative support.
Added
In addition, failure to succeed in the expansion of our operations may make it more challenging to recruit and retain qualified personnel. Our multi-token investment strategy targeting the stablecoin industry exposes us to significant risks, including market volatility, regulatory uncertainty, and technological vulnerabilities, any of which could materially and adversely affect our business, financial condition and results of operations.
Removed
Any decisions on advancing, reprioritizing or eliminating any of our products will be based on an evaluation of a number of factors, including our assessment of internal and external resources, the potential market for such products, the costs and complexities of manufacturing, the potential of competing products, as well as the likelihood of any challenges to our intellectual property, regardless of merit.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeITEM 1C. CYBERSECURITY. We operate in the electric vehicle manufacturing sector, which is subject to various cybersecurity risks that could adversely affect our business, financial condition, and results of operations, including intellectual property theft; fraud; extortion; harm to employees or customers; violation of privacy laws and other litigation and legal risk; and reputational risk.
Biggest changeTreasury management strategy, which is subject to various cybersecurity risks that could adversely affect our business, financial condition, and results of operations, including intellectual property theft; fraud; extortion; harm to employees or customers; violation of privacy laws and other litigation and legal risk; and reputational risk.
Added
ITEM 1C. CYBERSECURITY. We operate in the electric vehicle manufacturing sector and recently pivoted our business towards a digital asset.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeWhile the outcome of these claims cannot be predicted with certainty, management does not believe that the outcome of any of these legal matters will have a material adverse effect on our results of operations, financial positions or cash flows.
Biggest changeWhile the outcome of these claims cannot be predicted with certainty, management does not believe that the outcome of any of these legal matters will have a material adverse effect on our results of operations, financial positions or cash flows. ITEM 4. MINE SAFETY DISCLOSURES. Not applicable. 30 PART II
Removed
On March 23, 2018, the Company was made aware of an audit being conducted by the New York State Department of Labor (the “DOL”) regarding a claim filed by an individual that was an employee of the Company. The DOL is investigating whether the Company properly paid overtime, for which the Company has raised several defenses.
Removed
In addition, the DOL is conducting its audit to determine whether the Company owes spread of hours pay (non-exempt worker whose workday is longer than ten hours must receive an extra hour of pay at the basic minimum hourly rate). 32 On October 20, 2023, Club Car filed a complaint against the Company in the Superior Court of Columbia County, Georgia (Civil Action File No.2023ECV0838) (the “Club Car Complaint”), alleging that the Company had breached its contractual obligations to Club Car under a master procurement agreement (the “MPA”) entered into by and among AYRO Operating Company, Inc., the Company’s subsidiary (“AYRO Operating”), and Club Car on March 5, 2019 due to alleged defects in the vehicles sold to Club Car and the Company’s termination of warranty support following termination of the MPA.
Removed
During December 2024, the Company entered into a $1.5 million settlement agreement with Club Car, resolving all claims asserted in or arising from the litigation (the “Club Car Settlement”). As of December 31, 2024, the related accrued warranty reserve balance of $403,778 was no longer required and applied against the $1.5 million Club Car Settlement.
Removed
The warranty reserve was for Club Car product warranty, and upon the Club Car Settlement, all claims were released against future warranties.
Removed
In February of 2024, Inventus Power, Inc. filed a complaint against the Company in the Circuit Court of the Eighteenth Judicial Circuit, County of DuPage, Illinois, alleging that the Company failed to pay invoices for certain battery packs and related equipment.
Removed
In April of 2024, the Company filed counterclaims asserting that the battery packs in question were defective and not in compliance with contractual specifications. In August of 2024, the parties entered into a confidential settlement agreement, pursuant to which they agreed to dismiss with prejudice the claims and counterclaims in this lawsuit.
Removed
The settlement agreement did not have a material impact on the Company’s results of operations or financial condition. ITEM 4. MINE SAFETY DISCLOSURES. Not applicable. PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeRecent Sales of Unregistered Securities All sales of unregistered securities during the year ended December 31, 2024 were previously disclosed in a Quarterly Report on Form 10-Q or a Current Report on Form 8-K, except for the below.
Biggest changeRecent Sales of Unregistered Securities All sales of unregistered securities during the year ended December 31, 2025 were previously disclosed in a Quarterly Report on Form 10-Q or a Current Report on Form 8-K. Issuer Purchases of Equity Securities We did not re-purchase any of our equity securities during the fourth quarter of the fiscal year ended December 31, 2025.
So long as any shares of Series H-7 Preferred Stock are outstanding, as they are at this time, we are not able to declare or pay any cash dividend or distribution on any of our capital stock (other than as required by the Certificate of Designations) without the prior written consent of the Required Holders (as defined in the Certificate of Designations).
So long as any shares of Series H-7 Preferred Stock and Series I Preferred Stock are outstanding, as they are at this time, we are not able to declare or pay any cash dividend or distribution on any of our capital stock (other than as required by the Certificate of Designations) without the prior written consent of the Required Holders (as defined in the Certificate of Designations).
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. Market Information Our common stock trades on the Nasdaq Capital Market under the symbol “AYRO.” Stockholders As of March 28, 2025, there were approximately 91 stockholders of record of our common stock.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. Market Information Our common stock trades on the Nasdaq Capital Market under the symbol “SBLX.” Stockholders As of March 30, 2026, there were approximately 91 stockholders of record of our common stock.
Removed
On October 10, 2024, the Company issued 75,000 shares of common stock to Bancroft Capital, LLC (“Bancroft”) in connection with an advisory agreement with Bancroft.
Removed
The Company relied upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D promulgated thereunder for transactions not involving a public offering. 33 Issuer Purchases of Equity Securities The table below sets forth information regarding repurchases of our common stock during the period of October 1, 2024 to December 31, 2024: Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased As Part of a Publicly Announced Program(1) Maximum Dollar Value of Shares that May Yet be Purchased Under the Program October 1, 2024 - October 31, 2024 418,478 $ 0.90 - $ - November 1, 2024 – November 30, 2024 - $ - - $ - December 1 2024 – December 31, 2024 - $ - - $ - Fourth Quarter 2024 418,478 $ - - $ - (1) On October 29, 2024, the Company entered into a stock repurchase agreement (the “Repurchase Agreement”) with a certain beneficial owner (the “Seller”) of 418,478 shares of the Company’s common stock.
Removed
Pursuant to the Repurchase Agreement, the Company agreed to repurchase from the Seller 418,478 shares of common stock beneficially owned by the Seller, constituting all of the Seller’s ownership interest in the Company, for an aggregate cash purchase price of $376,630.20 (equal to $0.90 per share). ITEM 6. [RESERVED].

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

37 edited+70 added−64 removed33 unchanged
Biggest changeResults of Operations Year Ended December 31, 2024 Compared with Year Ended December 31, 2023 The following table sets forth our results of operations for each of the years set forth below: 2024 2023 Change Revenue $ 63,777 $ 498,917 $ (435,140 ) Cost of goods sold 6,650,979 5,133,996 1,516,983 Gross loss (6,587,202 ) (4,635,079 ) (1,952,123 ) Operating expenses: Research and development 1,493,202 7,418,026 (5,924,824 ) Sales and marketing 990,471 1,721,191 (730,720 ) General and administrative 8,646,301 14,382,132 (5,735,831 ) Loss on impairment of long-lived assets 1,659,835 — 1,659,835 Total operating expenses 12,789,809 23,521,349 (10,731,540 ) Loss from operations (19,377,011 ) (28,156,428 ) 8,779,417 Other income (expense): Interest income 484,325 441,443 42,882 Change in fair value - warrant liability 10,956,900 (3,350,320 ) 14,307,220 Change in fair value - derivative liability 6,739,000 (4,253,000 ) 10,992,000 Unrealized gain (loss) on marketable securities (98,315 ) 215,900 (314,215 ) Realized gain on marketable securities 1,322,971 941,950 381,021 Legal settlement (1,096,222 ) — (1,096,222 ) Vendor settlement (647,833 ) — (647,833 ) Other income (expense), net (39,294 ) — (39,294 ) Net loss $ (1,755,479 ) $ (34,160,455 ) $ 32,404,976 38 Revenue Revenue was $63,777 for the year ended December 31, 2024, as compared to $498,917 for the year ended December 31, 2023, a decrease of 87.2%, or $435,140.
Biggest changeResults of Operations Year Ended December 31, 2025 Compared with Year Ended December 31, 2024 The following table sets forth our results of operations for each of the years set forth below: 2025 2024 Change Revenue $ - $ 63,777 $ (63,777 ) Cost of goods sold 956,160 6,650,979 (5,694,819 ) Gross loss (956,160 ) (6,587,202 ) 5,631,042 Operating expenses: Research and development 1,394,905 1,493,202 (98,297 ) Sales and marketing - 990,471 (990,471 ) General and administrative 8,104,834 8,646,301 (541,467 ) Loss on impairment of long-lived assets - 1,659,835 (1,659,835 ) Total operating expenses 10,199,739 12,789,809 (2,590,070 ) Loss from operations (10,455,899 ) (19,377,011 ) 8,921,112 Other income (expense): Interest income 126,620 484,325 (357,705 ) Change in fair value - warrant liability (11,627,100 ) 10,956,900 (22,584,000 ) Change in fair value - derivative liability 2,854,000 6,739,000 (3,885,000 ) Unrealized gain (loss) on marketable securities (91,936 ) (98,315 ) 6,379 Unrealized loss on digital assets (2,151,001 ) - (2,151,001 ) Realized gain on marketable securities 409,818 1,322,971 (913,153 ) Legal settlement - (1,096,222 ) 1,096,222 Vendor settlement - (647,833 ) 647,833 Consent and waiver fee – Series H-7 (350,000 ) - (350,000 ) Other income (expense), net 196,353 (39,294 ) 235,647 Net loss $ (21,089,145 ) $ (1,755,479 ) $ (19,333,666 ) Revenue Revenue was $0 for the year ended December 31, 2025, as compared to $63,777 for the year ended December 31, 2024, a decrease of 100%, or $63,777.
Impairment of long-lived assets For the year ended December 31, 2024, the Company recorded an increase of $1,659,835 related to loss on impairment of long-lived assets, consisted of a $1,615,660 loss due to write down of idle fixed assets that were intended to be used in the production of the Vanish, and $44,175 increase in impairment of right-of-use asset due to a remeasurement of the asset’s carrying value.
For the year ended December 31, 2024, the Company recorded an increase of $1,659,835 related to loss on impairment of long-lived assets, consisted of a $1,615,660 loss due to write down of idle fixed assets that were intended to be used in the production of the Vanish, and $44,175 increase in impairment of right-of-use asset due to a remeasurement of the asset’s carrying value.
The decrease was primarily due to the Company being substantially complete with the R&D on the Vanish at the end of 2023, offset by the increase in re-engineering work and design changes in the current year associated with the Company’s objective of lowering the bill of material and overall manufacturing expenses of the Vanish.
The overall decrease was primarily due to the Company being substantially complete with the R&D on the Vanish at the end of 2024, offset by the increase in re-engineering work and design changes in the current year associated with the Company’s objective of lowering the bill of material and overall manufacturing expenses of the Vanish.
Pursuant to the Amendment, the Company and the Required Holders agreed (i) to amend (a) the Certificate of Designations, by filing a Certificate of Amendment to the Certificate of Designations with the Secretary of the State of the State of Delaware (the “Certificate of Amendment”), and (b) the Purchase Agreement, such that, in each case, certain grants made to the Company’s directors on December 2, 2024, in the form of RSUs and fully vested restricted shares of common stock (the “Director Equity Grants”) under the AYRO, Inc.
Pursuant to the Amendment, the Company and the Required Holders agreed (i) to amend (a) the Certificate of Designations, by filing a Certificate of Amendment to the Certificate of Designations with the Secretary of the State of the State of Delaware (the “Certificate of Amendment”), and (b) the Purchase Agreement, such that, in each case, certain grants made to the Company’s directors on December 2, 2024, in the form of RSUs and fully vested restricted shares of common stock (the “Director Equity Grants”) under the StableX Technologies, Inc.
The shares of Series H-7 Preferred Stock are convertible into common stock (the “Conversion Shares”) at the election of the holder at any time at an initial conversion price of $8.00 (the “Conversion Price”), which, following the Company’s one-for-eight reverse stock split effected on September 15, 2023 (the “Reverse Stock Split”) and pursuant to the stock combination event adjustment provisions in the Certificate of Designations, was subsequently reduced to $2.00.
The shares of Series H-7 Preferred Stock are convertible into common stock (the “Conversion Shares”) at the election of the holder at any time at an initial conversion price of $128.00 (the “Conversion Price”), which, following the Company’s one-for-eight reverse stock split effected on September 15, 2023 (the “Reverse Stock Split”) and pursuant to the stock combination event adjustment provisions in the Certificate of Designations, was subsequently reduced to $32.00.
On December 2, 2024, the Company entered into a Wavier and Amendment Agreement (the “Amendment”) with the Required Holders (as defined in the Certificate of Designations).
On December 2, 2024, the Company entered into a Waiver and Amendment Agreement (the “Amendment”) with the Required Holders (as defined in the Certificate of Designations).
Our actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of several factors. See “Forward-Looking Statements; Risk Factor Summary.” References in this management’s discussion and analysis to “we,” “us,” “our,” “the Company,” “our Company” or “AYRO” refer to AYRO, Inc. and its subsidiaries.
Our actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of several factors. See “Forward-Looking Statements; Risk Factor Summary.” References in this management’s discussion and analysis to “we,” “us,” “our,” “the Company,” “our Company” or “StableX” refer to StableX Technologies, Inc. and its subsidiaries.
Series H-7 Preferred Stock On August 7, 2023, the Company entered into the Securities Purchase Agreement with certain accredited investors (the “Investors”), pursuant to which it agreed to sell to the Investors (i) an aggregate of 22,000 Series H-7 Preferred Stock with a stated value of $1,000 per share, initially convertible into up to 2,750,000 shares of the Company’s common stock at an initial conversion price of $8.00 per share, and (ii) warrants (“Warrants”) initially exercisable for up to an aggregate of 2,750,000 shares of common stock.
Series H-7 Preferred Stock On August 7, 2023, the Company entered into the Securities Purchase Agreement with certain accredited investors (the “Investors”), pursuant to which it agreed to sell to the Investors (i) an aggregate of 22,000 Series H-7 Preferred Stock with a stated value of $1,000 per share, initially convertible into up to 171,875 shares of the Company’s common stock at an initial conversion price of $128.00 per share, and (ii) warrants (“Warrants”) initially exercisable for up to an aggregate of 171,875 shares of common stock.
Our business is capital-intensive, and future capital requirements will depend on many factors, including our growth rate, the timing and extent of spending to support development efforts, the results of our strategic review, the expansion of our sales and marketing teams, the timing of new product introductions and the continuing market acceptance of our products and services.
Our business is capital-intensive, and future capital requirements will depend on many factors, including our growth rate, the timing and extent of spending to support development efforts, the results of our strategic review, the timing of new product introductions and the continuing market acceptance of our products and services.
The amortization payments due upon redemption of the Series H-7 Preferred Stock are payable, at the Company’s election, in cash at 105% of the Installment Redemption Amount (as defined in the Certificate of Designations), or subject to certain limitations, in shares of common stock valued at the lower of (i) the Conversion Price then in effect and (ii) the greater of (A) 80% of the average of the three lowest closing prices of the Company’s common stock during the thirty consecutive trading day period immediately prior to the date the amortization payment is due and (B) $0.744 (as adjusted for the Company’s Reverse Stock Split and subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations or other similar events) or, in any case, such lower amount as permitted, from time to time, by the Nasdaq Stock Market.
The first such installment date was May 7, 2024 and August 7, 2024, as elected by the applicable investor. 37 The amortization payments due upon redemption of the Series H-7 Preferred Stock are payable, at the Company’s election, in cash at 105% of the Installment Redemption Amount (as defined in the Certificate of Designations), or subject to certain limitations, in shares of common stock valued at the lower of (i) the Conversion Price then in effect and (ii) the greater of (A) 80% of the average of the three lowest closing prices of the Company’s common stock during the thirty consecutive trading day period immediately prior to the date the amortization payment is due and (B) $11.904 (as adjusted for the Company’s Reverse Stock Split and subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations or other similar events) or, in any case, such lower amount as permitted, from time to time, by the Nasdaq Stock Market.
Upon the occurrence and during the continuance of a Triggering Event (as defined in the Certificate of Designations), the Series H-7 Preferred Stock will accrue dividends at the rate of 15% per annum.
Upon the occurrence and during the continuance of a Triggering Event (as defined in the Series I Certificate of Designations), the Series I Preferred Stock accrue dividends at the rate of 15% per annum.
Upon conversion or redemption, the holders of the Series H-7 Preferred Stock are also entitled to receive a dividend make-whole payment. 40 The Certificate of Designations provides that, except as required by applicable law, the holders of the Series H-7 Preferred Stock will be entitled to vote with holders of the common stock on an as converted basis, with the number of votes to which each holder of Series H-7 Preferred Stock is entitled to be determined by dividing the Stated Value by a conversion price equal to $5.76 per share (as adjusted for the Reverse Stock Split), which was the “Minimum Price” (as defined in Nasdaq Listing Rule 5635(d)) applicable immediately before the execution and delivery of the Purchase Agreement, subject to certain beneficial ownership limitations and adjustments for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions, as set forth in the Certificate of Designations.
The Certificate of Designations provides that, except as required by applicable law, the holders of the Series H-7 Preferred Stock will be entitled to vote with holders of the common stock on an as converted basis, with the number of votes to which each holder of Series H-7 Preferred Stock is entitled to be determined by dividing the Stated Value by a conversion price equal to $92.16 per share (as adjusted for the Reverse Stock Split), which was the “Minimum Price” (as defined in Nasdaq Listing Rule 5635(d)) applicable immediately before the execution and delivery of the Purchase Agreement, subject to certain beneficial ownership limitations and adjustments for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions, as set forth in the Certificate of Designations.
On March 30, 2025, the Company entered into an Omnibus Waiver and Amendment Agreement (“Waiver and Amendment Agreement”) with the Required Holders (as defined in the Certificate of Designations), pursuant to which, the Required Holders agreed (A) to amend (i) the Certificate of Designations, as described below, by filing a Certificate of Amendment to the Certificate of Designations with the Secretary of State of the State of Delaware (the “March 2025 Certificate of Amendment”), and (ii) the Purchase Agreement, to amend the definition of “Excluded Securities” such that the definition includes the issuance of common stock issued after the date of the Purchase Agreement pursuant to an Approved Stock Plan (as defined in the Purchase Agreement), which in the aggregate does not exceed more than 2% of the shares of common stock issued and outstanding on the date immediately prior to the date of the Purchase Agreement (the “Excluded Securities Modification”), and (B) to waive certain restrictive covenants contained in the Purchase Agreement as described therein.
Long-Term Incentive Plan (as amended, the “Plan”), are deemed to constitute “Excluded Securities” under the Transaction Documents (as such term is defined in the Purchase Agreement), and (ii) that the Required Holders waive the applicability of certain other provisions of the Transaction Documents with respect to such Director Equity Grants. 38 On March 30, 2025, the Company entered into an Omnibus Waiver and Amendment Agreement (“Waiver and Amendment Agreement”) with the Required Holders (as defined in the Certificate of Designations), pursuant to which, the Required Holders agreed (A) to amend (i) the Certificate of Designations, as described below, by filing a Certificate of Amendment to the Certificate of Designations with the Secretary of State of the State of Delaware (the “March 2025 Certificate of Amendment”), and (ii) the Purchase Agreement, to amend the definition of “Excluded Securities” such that the definition includes the issuance of common stock issued after the date of the Purchase Agreement pursuant to an Approved Stock Plan (as defined in the Purchase Agreement), which in the aggregate does not exceed more than 2% of the shares of common stock issued and outstanding on the date immediately prior to the date of the Purchase Agreement (the “Excluded Securities Modification”), and (B) to waive certain restrictive covenants contained in the Purchase Agreement as described therein.
Based on the foregoing, management believes that the existing cash and cash equivalents and marketable securities at December 31, 2024 will not be sufficient to fund operations for at least the next twelve months following the date of this report. The Company has incurred recurring losses from operations and have insufficient liquidity to fund our future operations.
Based on the foregoing, management believes that the existing cash and cash equivalents and marketable securities at December 31, 2025 will not be sufficient to fund operations for at least the next twelve months following the date of this report.
Cost of goods sold and gross loss Cost of goods increased by $1,516,983, or 29.5% for the year ended December 31, 2024, as compared to the year ended December 31, 2023.
Cost of goods sold and gross loss Cost of goods increased by $5,694,819, or 85.6% for the year ended December 31, 2025, as compared to the year ended December 31, 2024.
We used $68,997,205 to invest in marketable securities, and received $66,132,029 in proceeds from the sale of marketable securities, as compared to net cash provided of $11,006,654 from sale proceeds of marketable securities during the year ended December 31, 2023.
We used $31,500,546 to invest in marketable securities and received $32,739,898 in proceeds from the sale of marketable securities, as compared to $68,997,205 to invest in marketable securities and received $66,132,029 in proceeds from the sale of marketable securities during the year ended December 31, 2024.
Sales and marketing expense Sales and marketing expense was $990,471 for the year ended December 31, 2024, as compared to $1,721,191 for the year ended December 31, 2023, a decrease of $730,720, or 42.5%.
Sales and marketing expense Sales and marketing expense was $0 for the year ended December 31, 2025, as compared to $990,471 for the year ended December 31, 2024, a decrease of $990,471, or 100%.
Cost and associated expenses related to the issuance of Series H-7 Preferred Stock decreased by $1,246,454 for the year ended December 31, 2024 compared to the year ended December 31, 2023.
Cost and associated expenses related to the issuance of Series Preferred Stock increased by $773,677 for the year ended December 31, 2025 compared to the year ended December 31, 2024.
Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. Not applicable.
Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations.
The fair value of each restricted stock grant is based on the fair market value price of common stock on the date of grant, and it is measured and expensed as the restricted stock vests. 37 Research and Development Expense Research and development expense consists primarily of employee compensation and related expenses, prototype expenses, depreciation associated with assets acquired for research and development, amortization of product development costs, product strategic advisory fees, third-party engineering and contractor support costs and allocated overhead.
Research and Development Expense Research and development expense consists primarily of employee compensation and related expenses, prototype expenses, depreciation associated with assets acquired for research and development, amortization of product development costs, product strategic advisory fees, third-party engineering and contractor support costs and allocated overhead.
Summary of Cash Flows The following table summarizes the Company’s cash flows: For the Years Ended December 31, 2024 2023 Cash Flows: Net cash used in operating activities $ (13,315,402 ) $ (26,181,465 ) Net cash provided by (used in) investing activities $ (3,064,499 ) $ 8,893,614 Net cash provided by (used in) financing activities $ (10,860,809 ) $ 21,632,156 41 Operating Activities During the year ended December 31, 2024, we used $13,315,402 in cash from operating activities, a decrease in use of $12,866,063 compared to the cash used in operating activities of $26,181,465 during the year ended December 31, 2023.
Summary of Cash Flows The following table summarizes the Company’s cash flows: For the Years Ended December 31, 2025 2024 Cash Flows: Net cash used in operating activities $ (7,695,572 ) $ (13,315,402 ) Net cash used in investing activities $ (2,860,648 ) $ (3,064,499 ) Net cash used in financing activities $ (551,875 ) $ (10,860,809 ) Operating Activities During the year ended December 31, 2025, we used $7,695,572 in cash from operating activities, a decrease in use of $5,619,830 compared to the cash used in operating activities of $13,315,402 during the year ended December 31, 2024.
Other (Expense) Income Other (expense) income consists of income received or expenses incurred for activities outside of our core business. Other (expense) income consists primarily of interest expense, unrealized gain/loss on marketable securities, the changes in fair value of the warrant and the derivative liability, vendor and legal settlements, and write-off of prepaid inventory as a result of vendor bankruptcy.
Other (expense) income consists primarily of interest expense, unrealized gain/loss on marketable securities, the changes in fair value of the warrant and the derivative liability, vendor and legal settlements, and write-off of prepaid inventory as a result of vendor bankruptcy. 34 Provision for Income Taxes Provision for income taxes consists of estimated income taxes due to the United States government and to the state tax authorities in jurisdictions in which we conduct business.
General and administrative expense was $8,646,301 for the year ended December 31, 2024, compared to $14,382,132 for the year ended December 31, 2023, a decrease of $5,735,831, or 39.9%.
General and administrative expense was $8,104,834 for the year ended December 31, 2025, compared to $8,646,301 for the year ended December 31, 2024, a decrease of $541,467, or 6.3%.
We anticipate being opportunistic with our capital, and we intend to explore potential partnerships and acquisitions that could be synergistic with our competitive stance in the market.
We are working to control expenses and deploy our capital in the most efficient manner. We are evaluating other options for the strategic deployment of capital beyond our ongoing strategic initiatives. We anticipate being opportunistic with our capital, and we intend to explore potential partnerships and acquisitions that could be synergistic with our competitive stance in the market.
Our ability to generate cash from operations in future periods will depend in large part on profitability, the rate and timing of collections of our accounts receivable, inventory turnovers and our ability to manage other areas of working capital.
Our ability to generate cash from operations in future periods will depend in large part on completing our re-engineering of the Vanish product and being able to market the Vanish again to generate revenue and our ability to manage other areas of working capital.
For the year ended December 31, 2024 and 2023, the Company recognized a gain of $6,739,000 and a loss of $4,253,000, respectively, for the change in fair value - derivative liability, an increase of $10,992,000 mainly due to the decrease in the trading price of the Company’s common stock and the decrease in carrying amount of derivative liability from redemptions of Series H-7 Preferred Stock.
For the years ended December 31, 2025 and 2024, the Company recognized a gain of $2,854,000 and $6,739,000, respectively, for the change in fair value – derivative liability, a decrease of $3,885,000 primarily due to the decrease in the trading price of the Company’s common stock and the decrease in carrying amount of derivative liability from redemptions of Series H-7 Preferred Stock. 36 Liquidity and Capital Resources As of December 31, 2025, we had $4,981,798 in cash and cash equivalents, $110,264 in restricted cash, $3,168,362 in marketable securities and working capital of $7,567,805.
Consultants and professional services decreased by $127,859 for the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily due to fewer engagements that required external professional services.
Consultants and professional services decreased by $437,335 for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily due to fewer engagements that required external professional services; this was offset by an increase in consulting expense related to warrants of $1,019,114 for the year ended December 31, 2025 as compared to the year ended December 31, 2024.
Investing Activities During the year ended December 31, 2024, we used $3,064,499 in cash from investing activities as compared to $8,893,614 of cash provided by investing activities during the year ended December 31, 2023, a decrease of $11,958,113.
Investing Activities During the year ended December 31, 2025, we used $2,860,648 in cash from investing activities, a decrease of $203,851 compared to the cash used in investing activities during the year ended December 31, 2024.
Management has discussed the development and selection of these critical accounting estimates with the Audit Committee of our Board of Directors. 42 Fair Value of Financial Assets and Liabilities - Derivative Instruments We measure the fair value of financial assets and liabilities in accordance with GAAP, which defines fair value, establishes a framework for measuring fair value, and requires certain disclosures about fair value measurements.
Fair Value of Financial Assets and Liabilities - Derivative Instruments We measure the fair value of financial assets and liabilities in accordance with GAAP, which defines fair value, establishes a framework for measuring fair value, and requires certain disclosures about fair value measurements. We do not use derivative financial instruments to hedge exposures to cash-flow, market or foreign-currency risks.
The gain for the change in fair value – derivative liability was due to the decrease in the fair value of the derivative liability associated with the Series H-7 Preferred Stock that were issued in August 2023. 39 The Company recognized a gain of $10,956,900 and a loss of $3,350,320 for the year ended December 31, 2024 and 2023, respectively, for the change in fair value - warrant liability, an increase of $14,307,220 primarily due to the decrease in the trading price of the Company’s common stock and the increase in the risk-free rate.
For the years ended December 31, 2025 and 2024, the Company recognized a loss of $11,627,100 and a gain of $10,956,900, respectively, for the change in fair value - warrant liability, a decrease of $22,584,000 primarily due to the decrease in the trading price of the Company’s common stock and the increase in the exercise price.
Salaries and related expenses decreased by $3,514,048 for the year ended December 31, 2024, compared to the year ended December 31, 2023, due to the decrease in headcount associated with the internal restructuring.
Personnel expenses decreased by $283,214 for the year ended December 31, 2025, compared to the year ended December 31, 2024, due to the increase in stock-based compensation $521,674 which was offset by a decrease in headcount associated with the internal restructuring.
Provision for Income Taxes Provision for income taxes consists of estimated income taxes due to the United States government and to the state tax authorities in jurisdictions in which we conduct business. In the case of a tax deferred asset, we reserve the entire value for future periods.
In the case of a tax deferred asset, we reserve the entire value for future periods.
Financing Activities During the year ended December 31, 2024, we used cash of $10,860,809 from financing activities as compared to $21,632,156 of cash provided by financing activities for the year ended December 31, 2023, a decrease of $32,492,965.
The Company purchased $4,100,000 in digital assets during the year ended December 31, 2025, as compared to $0 during the year ended December 31, 2024. 41 Financing Activities During the year ended December 31, 2025, we used cash of $551,875 in financing activities as compared to $10,860,809 of cash used in financing activities for the year ended December 31, 2024, a decrease of $10,308,934.
The March 2025 Certificate of Amendment was filed with the Secretary of State of the State of Delaware, effective as of March 31, 2025.
The Certificate of Amendment to the Series H-7 Certificate of Designations was filed with the Secretary of State for the State of Delaware on August 6, 2025.
The decrease in cash and cash equivalents and working capital was primarily a result of the payment of Series H-7 preferred stock redemptions, the Company’s operating loss, impairment write down of inventory and fixed assets, and internal restructuring. Our sources of cash since inception have been predominately from the sale of equity and debt.
Our sources of cash since inception have been predominately from the sale of equity and debt, including the issuance of the Series H-7 and Series I Preferred Stock.
The decrease in cash used was due to cash redemptions of the Series H-7 Preferred Stock of $10,198,929, payment for shares buyback of $376,630, and no proceeds from a private placement of preferred stock as of the year ended December 31, 2024, as compared to $21,632,156 of proceeds from the private placement of preferred stock, no cash redemptions of the Series H-7 Preferred Stock, and no payment of shares buyback for the year ended December 31, 2023.
The decrease in cash used was due to cash redemptions of the Series H-7 Preferred Stock of $7,881,528 in 2025, a decrease of $2,317,401 as compared to 2024 and proceeds of $6,314,297 and $1,015,356 from the sale of Series I Preferred Stock and exercise of Series H-7 Preferred warrants, respectively, during the year ended December 31, 2025 as compared to $0 and $0, respectively, during the year ended December 31, 2024.
Liquidity and Capital Resources As of December 31, 2024, we had $16,035,475 in cash and cash equivalents, $164,682 in restricted cash, $4,089,832 in marketable securities and working capital of $17,100,605. As of December 31, 2023, we had $33,440,867 in cash and cash equivalents, and $10,000,000 in restricted cash, and working capital of $44,670,150.
As of December 31, 2024, we had $16,035,475 in cash and cash equivalents, and $164,682 in restricted cash, and working capital of $17,100,605. The decrease in cash and cash equivalents and working capital was primarily a result of the payment of Series H-7 preferred stock redemptions and purchases of digital assets.
Removed
Overview Business We design and manufacture compact, sustainable electric vehicles for closed campus mobility, low speed urban and community transport, local on-demand and last mile delivery and government use. Our four-wheeled purpose-built electric vehicles are geared toward commercial customers, including universities, business and medical campuses, last mile delivery services and food service providers.
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Overview Business We have historically designed and manufactured compact, sustainable electric vehicles. In July 2025, we commenced a strategic transition toward a new business model focused on digital asset initiatives, with a focus on targeting the acquisition of crypto tokens that are directly capitalizing on the rapid growth of the stablecoin industry.
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Strategic Review For the past several years, AYRO’s primary supplier for the AYRO 411x has been Cenntro Automotive Group, Ltd. (“Cenntro”), which operates a large electric vehicle factory in the automotive district in Hangzhou, China.
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We view the stablecoin ecosystem as a rapidly growing segment of the global financial infrastructure and believe that the entry into this market can provide a complementary revenue stream and enhance stockholder value.
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As a result of rising shipping costs, quality issues with certain components and persistent delays, the Company ceased production of the AYRO 411x from Cenntro in September 2022 in order to focus its resources on the development and launch of the new 411 fleet vehicle model year 2023 refresh, the Vanish (the “Vanish”).
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Our approach is intended to focus on acquiring and holding crypto assets within the stablecoin space and deploying them in a manner designed to generate yield while managing associated risks. In connection with this strategic shift, we announced a target goal of acquiring up to $100 million in crypto assets, subject to available capital, market conditions and regulatory considerations.
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The Company began the design and development of the Vanish in December 2021, including updates to its supply chain, the offshoring/onshoring mix, and its manufacturing strategy. The Company commenced low-rate initial production of the Vanish in the second quarter of 2023 and commenced initial sales and delivery of the Vanish in the third quarter of 2023.
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Our investment strategy centers on acquiring digital assets (tokens) that provide essential infrastructure and enabling technologies for the stablecoin sector, often referred to as the “picks and shovels” approach.
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On January 31, 2024, the Company began to implement an internal restructuring to achieve greater efficiency in pursuit of its strategic goals. As part of the restructuring, the Company eliminated a substantial number of positions and re-evaluated its sales, marketing, and manufacturing functions.
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Rather than directly investing in stablecoins themselves (which function as the primary “commodity” in this analogy), we target tokens associated with protocols, networks, and platforms that facilitate the issuance, transfer, custody, compliance, trading, lending, and scalability of stablecoins. We believe this positions our portfolio to capture indirect but amplified exposure to the sector’s anticipated expansion.
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Additionally, in connection with its internal restructuring, the Company appointed Gilbert Villarreal as President of its subsidiary, Ayro Operating Company, Inc. on August 21, 2024, and has been leading the review of the Vanish, working closely with vendors and third-party consultants to achieve the Company’s objectives of lowering the bill of materials (“BOM”) and overall manufacturing expenses.
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The Company did not generate revenue during the year ended December 31, 2025. Operating activities during the year primarily consisted of (i) evaluating and implementing the Company’s digital asset treasury strategy, (ii) completing financing transactions to support liquidity and capital deployment, and (iii) managing corporate overhead and compliance costs as a public company.
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These efforts aim to lower the Manufacturer’s Suggested Retail Price (“MSRP”) of the Vanish, with additional updates expected in the near term. 34 In December 2024, the Company entered into a partnership with GLV Ventures (“GLV”) for the engineering and manufacturing of the Company’s electric vehicle, the Vanish.
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As of December 31, 2025, the Company’s primary assets consisted of cash, digital assets and marketable securities. The Company’s results of operations for the year were primarily affected by operating expenses, preferred stock dividends and accretion, changes in the fair value of derivative liabilities, and fluctuations in the fair value of digital assets.
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The relationship will launch the re-engineering and manufacturing of the Vanish in the United States using its original specifications. In December 2024, the Company was named a tier one supplier for General Motors (“GM”) through its partnership with GLV and has secured its first purchase order from one of the top three automotive manufacturers in the United States.
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The Company’s financial results may continue to experience volatility due to market conditions affecting digital asset valuations and the accounting treatment of certain financial instruments. 32 Reverse Stock Split The Company effected a 1-for-16 reverse stock split (“Reverse Stock Split”) of the Company’s common stock on June 25, 2025, which began trading on a split-adjusted basis on June 26, 2025, pursuant to which every 16 shares of the Company’s issued and outstanding common stock were reclassified as one share of common stock.
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The Company and GLV intend to supply GM as part of an increase in scope of their previously announced low-cost manufacturing and engineering efforts. In February 2025, the Company announced the launch of its new robotics division, which will be focused on AI-driven, automated manufacturing of EVs and accompanying accessories.
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The Reverse Stock Split had no impact on the par value of the Company’s common stock or the authorized number of shares of common stock. Unless otherwise indicated, all share and per share information prior to the Reverse Stock Split are retroactively adjusted to reflect the Reverse Stock Split, prior to the rounding of any fractional shares.
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Nasdaq Deficiency On July 18, 2024, the Company received a letter from the Listing Qualifications Department of the Nasdaq Stock Market indicating that, based upon the closing bid price of the Company’s common stock for the 30 consecutive business days between June 3, 2024, to July 17, 2024, the Company did not meet the minimum bid price of $1.00 per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2).
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Any fractional shares resulting from the Reverse Stock Split were rounded up to the next whole number of shares, upon which 124 shares of common stock were issued in June 2025. Factors Affecting Results of Operations The Company did not generate revenue during the year ended December 31, 2025.
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The letter also indicated that the Company will be provided with a compliance period of 180 calendar days, or until January 14, 2025, in which to regain compliance pursuant to Nasdaq Listing Rule 5810(c)(3)(A).
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As a result, the Company’s results of operations for the year were primarily driven by operating expenses, preferred stock dividends and accretion, changes in the fair value of financial instruments, and fluctuations in the fair value of digital assets and marketable securities.
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On January 15, 2025, the Company received notice from the Staff granting the Company’s request for a 180-day extension to regain compliance with the Rule, or, until July 14, 2025 (the “Compliance Period”).In order to regain compliance with Nasdaq’s minimum bid price requirement, the Company’s common stock must maintain a minimum closing bid price of $1.00 for at least ten consecutive business days during the Compliance Period.
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The following factors materially affected the Company’s financial condition and results of operations during the year ended December 31, 2025 and are expected to continue to affect future periods. Strategic Transition to Digital Asset Treasury Activities In July 2025, the Company initiated a strategic transition toward digital asset treasury management and capital allocation activities.
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However, if it appears to Nasdaq that the Company will be unable to cure the deficiency Nasdaq will provide notice that the Company’s common stock will be subject to delisting. There can be no assurance that the Nasdaq staff would grant the Company’s request for continued listing subsequent to any delisting notification.
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As part of this transition, the Company deployed capital into digital assets and marketable securities. Because the Company’s strategy involves holding and managing assets that are subject to market price volatility, future results of operations may fluctuate significantly based on changes in fair value of these holdings.
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In the event of such a notification, the Company may appeal the Nasdaq staff’s determination to delist its securities. There is no assurance that we will maintain compliance with such minimum listing requirements.
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Gains and losses associated with digital assets and certain financial instruments may materially impact net income (loss) from period to period. Fair Value of Digital Assets and Financial Instruments The Company accounts for certain digital assets and derivative financial instruments at fair value.
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If Nasdaq delists our common stock from trading on its exchange for failure to meet the listing standards, an investor would likely find it significantly more difficult to dispose of or obtain our shares, and our ability raise future capital through the sale of our shares could be severely limited.
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Changes in the fair value of these assets and liabilities are recognized in the Company’s consolidated statements of operations. As a result, the Company’s reported net loss may vary significantly from period to period due to market-driven price changes rather than changes in underlying operating activity.
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Delisting could also have other negative results, including the potential loss of confidence by employees, the loss of institutional investor interest and fewer business development opportunities. Recent Developments On January 31, 2024, we implemented an internal restructuring in order to achieve greater efficiency in pursuit of our strategic goals.
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The valuation of embedded derivatives and other financial instruments requires management judgment and the use of estimates, including volatility assumptions and other inputs, which may materially affect reported results. Preferred Stock Dividends and Accretion The Company’s outstanding Series I Preferred Stock and Series H-7 Preferred Stock contain dividend and redemption features that impact reported results.
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As part of the restructuring, amongst other things, we eliminated a substantial number of positions as we re-evaluate our sales, marketing and manufacturing functions.
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The Company records preferred stock dividends and, where applicable, accretion of discounts to redemption value as deemed dividends or interest expense in accordance with applicable accounting guidance. These non-cash charges reduce net income available to common stockholders and may materially impact loss per share.
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In connection with the restructuring, the Company began working closely with consultants to complete a thorough review of its new 411 fleet vehicle model year 2023 refresh, the Vanish (the “Vanish”), to achieve the Company’s objective of lowering the bill of materials (“BOM”) and overall manufacturing expenses, which in turn will reduce the Manufacturer’s Suggested Retail Price (“MSRP”) of the Vanish.
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Market Conditions and Volatility The Company’s financial performance is directly influenced by conditions in the digital asset markets and broader capital markets. Digital asset prices have historically experienced significant volatility. Market fluctuations, regulatory developments, counterparty risk and macroeconomic conditions may materially affect the value and liquidity of the Company’s holdings.
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As part of this effort, in August 2024, Gilbert Villarreal was appointed as President of the Company’s subsidiary, Ayro Operating Company, Inc., and has been leading the review of the Vanish, including working with the Company’s vendors and partners in connection with the Vanish.
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Such volatility may result in substantial fluctuations in reported earnings or losses in future periods. 33 Components of Results of Operations Revenue The Company did not generate revenue during the year ended December 31, 2025.
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Products Our vehicles provide the end user an environmentally friendly alternative to internal combustion engine vehicles (cars powered by gasoline or diesel oil), for light duty uses, including low-speed logistics, maintenance services, cargo services, and personal/group transport in a quiet, zero emissions vehicle with a lower total cost of ownership.
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Cost of Goods Sold Cost of goods sold primarily consists of adjustments to inventory related to the adjustments to inventory stock counts resulting from impairment write downs. Operating Expenses Operating expenses consist primarily of general and administrative expenses, including compensation and related costs, professional fees, consulting expenses, public company compliance costs and stock-based compensation.
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Manufacturing Agreement with Linamar On July 28, 2022, the Company partnered with Linamar Corporation (“Linamar”) a Canadian manufacturer, in a manufacturing agreement (the “Linamar MLA”) to provide certain sub assembly and assembly parts, including the cabin frame and skate for the Vanish (collectively, the “Products”).
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The fair value of each restricted stock grant is based on the fair market value price of common stock on the date of grant, and it is measured and expensed as the restricted stock vests.
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During the term of the Linamar MLA, Linamar has the exclusive right to supply the Products to the Company, subject to certain exceptions. The Linamar MLA had an initial term of three years, with automatic renewal for successive two-year terms unless either party has given at least 12 months’ written notice of nonrenewal.

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