8-K - FABC - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES

EXCHANGE ACT OF 1934

Date

of Report

(Date

of earliest event reported):

August21, 2025

StableXTechnologies, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-34643	98-0204758
(State<br> or other jurisdiction of	(Commission	(IRS<br> Employer
incorporation)	File<br> No.)	Identification<br> No.)

1185Avenue of the Americas

NewYork, NY 10036

(Address of principal executive offices and zip code)

512-994-4917

(Registrant’s telephone number, including area code)

AYRO,Inc.

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

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

☐	Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title<br> of each class	Trading<br> Symbol(s)	Name<br> of each exchange on which registered
Common stock, par value $0.0001 per share	SBLX	The Nasdaq Stock Market LLC

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

Emerging growth company ☐

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

Item1.01 Entry into a Material Definitive Agreement.

As previously reported, on August 4, 2025, StableX Technologies, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Series I Purchase Agreement”) with certain accredited investors (the “Series I Investors”), pursuant to which it sold to the Series I Investors (i) shares of the Company’s newly-designated Series I Convertible Preferred Stock, with a par value of $0.0001 per share and a stated value of $1,000 per share, convertible into shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) and (ii) accompanying warrants (the “Series I Warrants”) to acquire shares of Common Stock (the “Private Placement”). The Private Placement closed on August 8, 2025. After deducting placement agent fees and estimated offering expenses payable by the Company, the net proceeds from the Private Placement were $6,200,000 (the “Net Proceeds”).

In addition, as previously disclosed, on August 7, 2023, the Company entered into a Securities Purchase Agreement (the “Series H-7 Purchase Agreement” and, together with the Series I Purchase Agreement, the “Purchase Agreements”) with certain accredited investors (the “Series H-7 Investors”) pursuant to which it sold to the Series H-7 Investors (i) shares of the Company’s Series H-7 Convertible Preferred Stock with a par value of $0.0001 per share and a stated value of $1,000 per share and (ii) accompanying warrants (the “Series H-7 Warrants” and, together with the Series I Warrants, the “Warrants”) to purchase shares of Common Stock.

On August 26, 2025, the Company entered into an omnibus amendment (the “Warrant Amendment”) with the Required Holders (as defined in each of the Purchase Agreements) to amend certain terms of the Series I Warrants and Series H-7 Warrants. The Warrant Amendment makes certain adjustments to the definition of a “Fundamental Transaction” and related provisions in each of the Warrants. In addition, the Warrant Amendment amends (i) the definition of the “Black Scholes Value” in the Series H-7 Warrants related to the volatility input, which is now calculated utilizing an expected volatility equal to the 30 day volatility obtained from the “HVT” function on Bloomberg (determined utilizing a 365 day annualization factor) as of the trading day immediately following the earliest to occur of (1) the public disclosure of the applicable Fundamental Transaction and (2) the date of a holder’s request, and (ii) the definition of the “Black Scholes Consideration Value” in the Series H-7 Warrants related to the volatility input, which is now calculated utilizing an expected volatility equal to the 30 day volatility obtained from the “HVT” function on Bloomberg (determined utilizing a 365 day annualization factor) as of the trading day immediately following the date of issuance of the applicable options, convertible securities or Adjustment Right (as defined in the Series H-7 Warrants). Further, the Warrant Amendment removes the provision in the Series H-7 Warrants providing for an adjustment in the exercise price of the Series H-7 Warrants upon (a) the increase or decrease of the purchase or exercise price of any options, (b) the issuance of additional consideration upon the conversion of any convertible securities or (c) the increase or decrease of the rate of conversion of any convertible securities.

The foregoing descriptions of the Warrant Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of such document, a copy of which is filed as Exhibits 4.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On August 21, 2025, the Company filed a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) to change the name of the Company from “AYRO, Inc.” to “StableX Technologies, Inc.,” effective as of August 22, 2025 (the “Name Change”). 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 the Nasdaq Stock Market under the ticker symbol “SBLX”.

The Name Change does not affect the rights of the Company’s security holders. There will be no change to the Company’s CUSIP in connection with the Name Change.

Pursuant to Section 242 of the Delaware General Corporation Law, stockholder approval was not required to complete the Name Change or to approve or effect the Certificate of Amendment. The information set forth herein is qualified in its entirety by reference to the complete text of the Certificate of Amendment, a copy of which is filed with this report as Exhibit 3.1 and is incorporated by reference herein.

Item 7.01Regulation FD Disclosure.

ProForma Condensed Consolidated Financial Information

The Warrant Amendment resulted in the reclassification of the Series I Warrants and Series H-7 Warrants to be equity classified and not liability classified in accordance with ASC 815. The unaudited pro forma condensed consolidated balance sheet of the Company as of June 30, 2025, attached hereto as Exhibit 99.1 to this Current Report on Form 8-K, is presented as if (i) the Warrant Amendment and (ii) the receipt by the Company of the Net Proceeds, in each case, had occurred as of June 30, 2025. The resulting pro forma balance sheet reflects pro forma stockholders’ equity of approximately $4.6 million as of June 30, 2025. Accordingly, the Company believes that as of the date of this Current Report on Form 8-K, it meets all listing requirements for continued listing on The Nasdaq Capital Market, including, but not limited to Nasdaq Rule 5550(b)(1) relating to the minimum stockholders’ equity requirement of $2,500,000.

The unaudited pro forma condensed consolidated financial information has been prepared for illustrative purposes only and is not necessarily indicative of the financial position or results of operations in future periods.

NameChange

On August 22, 2025, the Company issued a press release announcing the Name Change. A copy of the press release is furnished hereto as Exhibit 99.2 and incorporated by reference herein.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by reference in such a filing. Furthermore, the furnishing of information under Item 7.01 of this Current Report on Form 8-K is not intended to constitute a determination by the Company that the information contained herein, including the exhibits hereto, is material or that the dissemination of such information is required by Regulation FD.

Item9.01 Financial Statements and Exhibits.

Exhibit Number	Description
3.1	Certificate of Amendment to Amended and Restated Certificate of Incorporation of StableX Technologies, Inc.
4.1	Form of Omnibus Amendment.
99.1	Unaudited Pro Forma Financial Information of StableX Technologies, Inc.
99.2	Press Release, Dated August 22, 2025.
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

Date:<br> August 26, 2025	StableX<br> Technologies, Inc.
	By:	/s/ Joshua Silverman
	Name:	Joshua<br> Silverman
	Title:	Chief<br> Executive Officer

Exhibit3.1

Certificateof AmendmentofCertificate of IncorporationofAYRO, INC.

AYRO, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”) hereby certifies:

1.	The<br> Amended and Restated Certificate of Incorporation of the Corporation was filed with the Secretary<br> of State of Delaware on May 28, 2020 (as amended, the “Certificate of Incorporation”).
2.	Resolutions<br> were duly adopted by the Board of Directors of the Corporation setting forth this proposed<br> amendment to the Certificate of Incorporation.
3.	Article<br> I of the Certificate of Incorporation is hereby amended and restated in its entirety to read<br> as follows:

“The name of the corporation is StableX Technologies, Inc. (hereinafter referred to as the “Corporation”).

4.	The<br> foregoing amendment was duly adopted in accordance with the provisions of Section 242 of<br> the General Corporation Law of the State of Delaware.
5.	The<br> effective date of this Certificate of Amendment to the Certificate of Incorporation shall<br> be August 22, 2025.

[Signaturepage follows.]

IN WITNESS WHEREOF, said corporation has caused this Certificate of Amendment to be executed this 21^st^ day of August, 2025.

AYRO, Inc.
By:	/s/ Joshua Silverman
Name:	Joshua<br> Silverman
Title:	Chief<br> Executive Officer

Exhibit4.1

OMNIBUSAmendment

This Omnibus Amendment (this “Amendment”), dated as of August 26, 2025, is by and among StableX Technologies, Inc., a Delaware corporation (the “Company”), and the investor listed on the signature page attached hereto (the “Investor”).

WITNESSETH

Whereas, the Company and the Investor are party to that certain Securities Purchase Agreement, dated as of August 4, 2025 (the “Series I Purchase Agreement”), pursuant to which the Company issued to the Investor shares of the Company’s Series I Convertible Preferred Stock, par value $0.0001 per share, and a warrant to purchase shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), which expires five years from the date of issuance (the “Series I Warrant”);

WHEREAS, the Company and the Investor are party to that certain Securities Purchase Agreement, dated as of August 7, 2023 (the “Series H-7 Purchase Agreement” and, together with the Series I Purchase Agreement, the “Purchase Agreements”), pursuant to which the Company issued to the Investor shares of the Company’s Series H-7 Convertible Preferred Stock, par value $0.0001 per share, and a warrant to purchase shares of the Company’s Common Stock, which expires five years from the date of issuance (the “Series H-7 Warrant” and, together with the Series I Warrant, the “Warrants”);

WHEREAS, pursuant to Section 11 of the Series I Warrant and Section 11 of the Series H-7 Warrant, the terms of the Warrants may be amended only if the Company has obtained the written consent of the Required Holders (as defined in each of the Series I Purchase Agreement and Series H-7 Purchase Agreement); and

WHEREAS, the Investor, together with certain other investors party to the Purchase Agreements and entering into similar amendments of even date hereof, constitute the Required Holders (as defined in the Purchase Agreements);

Whereas, the Investor and the Company desire to amend certain provisions of the Warrants as set forth herein.

Now, therefore, in consideration of the premises and mutual covenants and obligations hereinafter set forth, the parties hereto, intending legally to be bound, hereby agree as follows:

1.	Amendment.
(i)	Section<br> 19(q) of the Series I Warrant is hereby amended and restated in its entirety as follows (emphasis<br> added):
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(q) “Fundamental Transaction” means (A) that the Company shall, directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one or more related transactions, (i) consolidate or merge with or into (whether or not the Company is the surviving corporation) another Subject Entity, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company or any of its “significant subsidiaries” (as defined in Rule 1-02 of Regulation S-X) to one or more Subject Entities, or (iii) make, or allow one or more Subject Entities to make, or allow the Company to be subject to or have its voting stock be subject to or party to one or more Subject Entities making, a purchase, tender or exchange offer that is accepted by the holders of at least either (x) more than 50% of the outstanding voting power of the Company, (y) more than 50% of the outstanding voting power of the Company calculated as if any shares of voting stock held by all Subject Entities making or party to, or Affiliated with any Subject Entities making or party to, such purchase, tender or exchange offer were not outstanding; or (z) such number of shares of voting stock such that all Subject Entities making or party to, or Affiliated with any Subject Entity making or party to, such purchase, tender or exchange offer, become collectively the beneficial owners (as defined in Rule 13d-3 under the 1934 Act) of more than 50% of the outstanding voting power of the Company, or (iv) consummate a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with one or more Subject Entities whereby all such Subject Entities, individually or in the aggregate, acquire, either (x) more than 50% of the outstanding voting power of the Company (y) more than 50% of the outstanding voting power of the Company calculated as if any shares of voting stock held by all the Subject Entities making or party to, or Affiliated with any Subject Entity making or party to, such stock purchase agreement or other business combination were not outstanding; or (z) such number of shares of voting stock of the Company such that the Subject Entities become collectively the beneficial owners (as defined in Rule 13d-3 under the 1934 Act) of more than 50% of the outstanding voting power of the Company, or (v) reorganize, recapitalize or reclassify its Common Stock, (B) that the Company shall, directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one or more related transactions, allow any Subject Entity individually or the Subject Entities in the aggregate to be or become the “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, whether through acquisition, purchase, assignment, conveyance, tender, tender offer, exchange, reduction in outstanding shares of voting stock, merger, consolidation, business combination, reorganization, recapitalization, spin-off, scheme of arrangement, reorganization, recapitalization or reclassification or otherwise in any manner whatsoever, of either (x) more than 50% of the aggregate ordinary voting power represented by issued and outstanding shares of voting stock of the Company, (y) more than 50% of the aggregate ordinary voting power represented by issued and outstanding shares of voting stock of the Company not held by all such Subject Entities as of the date of this Warrant calculated as if any shares of voting stock of the Company held by all such Subject Entities were not outstanding, or (z) a percentage of the aggregate ordinary voting power represented by issued and outstanding shares of voting stock of the Company or other equity securities of the Company sufficient to allow such Subject Entities to effect a statutory short form merger or other transaction requiring other stockholders of the Company to surrender their shares of voting stock of the Company without approval of the stockholders of the Company or (C) directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one or more related transactions, the issuance of or the entering into any other instrument or transaction structured in a manner to circumvent, or that circumvents, the intent of this definition in which case this definition shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this definition to the extent necessary to correct this definition or any portion of this definition which may be defective or inconsistent with the intended treatment of such instrument or transaction.

(ii)	Section<br> 2(b)(iii) of the Series H-7 Warrant is hereby amended and restated in its entirety as follows:

(iii) [Reserved].

(iii)	Section<br> 4(c) of the Series H-7 Warrant is hereby amended and restated in its entirety as follows<br> (emphasis added):

(c) Black Scholes Value. Notwithstanding the foregoing and the provisions of Section 4(b) above, at the request of the Holder delivered at any time commencing on the earliest to occur of (x) the public disclosure of any Fundamental Transaction, (y) the consummation of any Fundamental Transaction and (z) the Holder first becoming aware of any Fundamental Transaction through the date that is ninety (90) days after the public disclosure of the consummation of such Fundamental Transaction by the Company pursuant to a Current Report on Form 8-K filed with the SEC, the Company or the Successor Entity (as the case may be) shall purchase this Warrant from the Holder on the date of such request by paying to the Holder cash in an amount equal to the Black Scholes Value of the remaining unexercised portion of this Warrant. Payment of such amounts shall be made by the Company (or at the Company’s direction) to the Holder on or prior to the later of (x) the second (2nd) Trading Day after the date of such request and (y) the date of consummation of such Fundamental Transaction; provided, however, that if the Fundamental Transaction is not within the Company’s control, including in the event that such Fundamental Transaction is not approved by the board of directors of the Company, the Holder shall only be entitled to receive from the Company or any Successor Entity the same type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised portion of this Warrant, that is being offered and paid to the holders of Common Stock of the Company in connection with the Fundamental Transaction, whether that consideration be in the form of cash, stock or any combination thereof, or whether the holders of Common Stock are given the choice to receive from among alternative forms of consideration in connection with the Fundamental Transaction; provided, further, that if holders of Common Stock of the Company are not offered or paid any consideration in such Fundamental Transaction, such holders of Common Stock will be deemed to have received common stock of the Successor Entity (which such Successor Entity may be the Company following such Fundamental Transaction) in such Fundamental Transaction.

(iv)	Section<br> 19(g) of the Series H-7 Warrant is hereby amended and restated in its entirety as follows:

(g) “Black Scholes Consideration Value” means the value of the applicable Option, Convertible Security or Adjustment Right (as the case may be) as of the date of issuance thereof calculated using the Black Scholes Option Pricing Model obtained from the “OV” function on Bloomberg utilizing (i) an underlying price per share equal to the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the public announcement of the execution of definitive documents with respect to the issuance of such Option or Convertible Security (as the case may be), (ii) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of such Option, Convertible Security or Adjustment Right (as the case may be) as of the date of issuance of such Option, Convertible Security or Adjustment Right (as the case may be), (iii) a zero cost of borrow and (iv) an expected volatility equal to the 30 day volatility obtained from the “HVT” function on Bloomberg (determined utilizing a 365 day annualization factor) as of the Trading Day immediately following the date of issuance of such Option, Convertible Security or Adjustment Right (as the case may be).

(v)	Section<br> 19(h) of the Series H-7 Warrant is hereby amended and restated in its entirety as follows:

(h) “Black Scholes Value” means the value of the unexercised portion of this Warrant remaining on the date of the Holder’s request pursuant to Section 4(c)(i), which value is calculated using the Black Scholes Option Pricing Model obtained from the “OV” function on Bloomberg utilizing (i) an underlying price per share equal to the greater of (1) the highest Closing Sale Price of the Common Stock during the period beginning on the Trading Day immediately preceding the announcement of the applicable Fundamental Transaction (or the consummation of the applicable Fundamental Transaction, if earlier) and ending on the Trading Day of the Holder’s request pursuant to Section 4(c)(i) and (2) the sum of the price per share being offered in cash in the applicable Fundamental Transaction (if any) plus the value of the non-cash consideration being offered in the applicable Fundamental Transaction (if any), (ii) a strike price equal to the Exercise Price in effect on the date of the Holder’s request pursuant to Section 4(c)(i), (iii) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the greater of (1) the remaining term of this Warrant as of the date of the Holder’s request pursuant to Section 4(c)(i) and (2) the remaining term of this Warrant as of the date of consummation of the applicable Fundamental Transaction or as of the date of the Holder’s request pursuant to Section 4(c)(i) if such request is prior to the date of the consummation of the applicable Fundamental Transaction, (iv) a zero cost of borrow and (v) an expected volatility equal to the 30 day volatility obtained from the “HVT” function on Bloomberg (determined utilizing a 365 day annualization factor) as of the Trading Day immediately following the earliest to occur of (A) the public disclosure of the applicable Fundamental Transaction and (B) the date of the Holder’s request pursuant to Section 4(c)(i).

(vi)	Section<br> 19(q) of the Series H-7 Warrant is hereby amended and restated in its entirety as follows:

2.	Counterparts;<br> Facsimile Execution. This Amendment may be executed in one or more counterparts (including<br> by electronic mail, in PDF or by DocuSign or similar electronic signature), all of which<br> shall be considered one and the same agreement and shall become effective when one or more<br> counterparts have been signed by each of the parties and delivered to the other parties.<br> Counterparts may be delivered via facsimile, electronic mail (including any electronic signature<br> covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic<br> Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission<br> method and any counterpart so delivered shall be deemed to have been duly and validly delivered<br> and be valid and effective for all purposes.
3.	Governing<br> Law. THIS AMENDMENT SHALL BE SUBJECT TO THE PROVISIONS<br> REGARDING GOVERNING LAW SET FORTH IN SECTION 9(a) OF THE Purchase AGREEMENTS, AND SUCH PROVISIONS<br> ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS.
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4.	Terms<br> and Conditions of the Warrants. Except as modified and amended herein, all of the terms<br> and conditions of the Warrants shall remain in full force and effect.
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[Signaturepages follow immediately.]

[SignaturePage to Amendment]

In witness whereof, the undersigned has executed and delivered this Omnibus Amendment as of the date first above written.

Company:
STABLEX TECHNOLOGIES, Inc.
By:
Name:	Joshua<br> Silverman
Title:	Chief<br> Executive Officer

[SignaturePage to Amendment]

In witness whereof, the undersigned has executed and delivered this Amendment as of the date first above written.

Name of Investor:
By:
Name of signatory:
Title:

Exhibit99.1

STABLEXTECHNOLOGIES, INC. AND SUBSIDIARIES

UNAUDITEDPRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

JUNE30, 2025

			Pro Forma Adjustments			Pro Forma
ASSETS
Current assets:
Cash and cash equivalents	5,132,867		$	6,200,000		$	11,332,867
Restricted cash	109,576			-			109,576
Marketable securities	3,291,450			-			3,291,450
Prepaid expenses and other current assets	296,823			-			296,823
Total current assets	8,830,716			6,200,000			15,030,716
Operating lease – right-of-use asset	331,341			-			331,341
Deposits and other assets	32,759			-			32,759
Total assets	9,194,816			6,200,000			15,394,816
LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	1,034,721		$	-		$	1,034,721
Accrued expenses and other current liabilities	431,308			-			431,308
Accrued preferred stock redemption payable (H-7)	5,900,153			-			5,900,153
Current portion lease obligation – operating lease	234,376			-			234,376
Total current liabilities	7,600,558			-			7,600,558
Derivative liability	-			140,000	(a)		140,000
Warrant liability	14,537,000			(14,537,000	)(b)		-
Lease obligation - operating lease, net of current portion	162,336						162,336
Total liabilities	22,299,894			(14,397,000	)		7,902,894
Mezzanine equity:
Redeemable Series H-7 Convertible Preferred Stock (0.0001 par value per share and 1,000 face value per share; authorized - 22,000 shares; issued and outstanding – 0 shares, at June 30, 2025) Liquidation preference of 0 as of June 30, 2025.	-			-			-
Redeemable Series I Convertible Preferred Stock (0.0001 par value per share and 1,000 face value per share; authorized - 7,000 shares; issued and outstanding – 7,000 shares, at June 30, 2025) Liquidation preference of 7,000,000 as of June 30, 2025.	-			2,909,045	(a)		2,909,045
Stockholders’ equity:
Preferred Stock, (0.0001 par value per share; authorized – 20,000,000 shares)	-			-			-
Series H Convertible Preferred Stock (0.0001 par value per share; authorized – 8,500 shares; issued and outstanding – 8 shares as of June 30, 2025) Liquidation preference of 0 as of June 30, 2025.	-			-			-
Convertible Preferred Stock Series H-3 (0.0001 par value; authorized – 8,461 shares; issued and outstanding – 1,234 shares as of June 30, 2025) Liquidation preference of 59 as of June 30, 2025.	-			-			-
Series H-6 Convertible Preferred Stock (0.0001 par value per share; authorized – 50,000 shares; issued and outstanding – 50 shares as of June 30, 2025) Liquidation preference of 287 as of June 30, 2025.	-			-			-
Common Stock (0.0001 par value; authorized – 1,200,000,000 shares as of June 30, 2025; issued and outstanding – 590,181 shares as of June 30, 2025)	59			-			59
Additional paid-in capital	117,278,388			18,299,000	(a)(b)		135,577,388
Accumulated deficit	(130,383,525	)		(611,045	)(a)		(130,994,570	)
Total stockholders’ equity	(13,105,078	)		17,687,955			4,582,877
Total liabilities, mezzanine equity and stockholders’ equity	9,194,816		$	6,200,000		$	15,394,816

All values are in US Dollars.

Adjustments:

(a) Adjustment reflects the sale of (i) an aggregate of 7,000 shares of Series I Convertible Preferred Stock, with a par value of $0.0001 per share and a stated value of $1,000 per share, of StableX Technologies, Inc. (the “Company”) initially convertible into up to 875,000 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”) at an initial conversion price of $8.00 per share and (ii) warrants to acquire up to an aggregate of 875,000 shares of Common Stock (the “Series I Warrants”) at an initial exercise price of $8.00 per share, pursuant to that certain Securities Purchase Agreement (the “Series I Purchase Agreement”), by and among the Company and the investors signatory thereto, dated as of August 4, 2025 (collectively, the “Private Placement”). The closing of the Private Placement occurred on August 8, 2025. The aggregate gross proceeds from the Private Placement were $7,000,000. The Company incurred total transaction costs of $1.319 million made of cash transaction costs totaling $800,000 and the estimated fair value of the warrants issued to the placement agents totaling approximately $519,000. Net cash proceeds from the Private Placement totaled $6,200,000.

(b) Adjustment reflects the reclassification of (i) certain warrants of the Company (the “Series H-7 Warrants” and, collectively with the Series I Warrants, the “Warrants”) issued pursuant to that certain securities purchase agreement, dated as of August 7, 2023, by and among the Company and the investors signatory thereto (the “Series H-7 Purchase Agreement” and, collectively with the Series I Purchase Agreement, the “Purchase Agreements”), and (ii) Series I Warrants, in each case, from liability-classified to equity-classified as a result of the entrance into that certain Omnibus Amendment, dated as of August 26, 2025, by and among the Company and the Required Holders (as defined in each of the Purchase Agreements) which modified the terms of each of the Warrants such that the Warrants, as modified, are considered to be indexed to the Company’s Common Stock pursuant to ASC 815.

Exhibit99.2

AYRO,Inc. Announces Name Change to StableX Technologies, Inc. Reflecting New Focus on Investment Tied to the Growth of the Stablecoin Industry

Companyto change its ticker to “SBLX,” which will begin trading on Nasdaq at the open of the market on August 25, 2025

NEW YORK, NY (August 22, 2025) – StableX Technologies, Inc., formally AYRO, Inc. (Nasdaq:AYRO) (“StableX” or the “Company”), today announced that it changed its corporate name from AYRO, Inc. to StableX Technologies, Inc., effective today, to better reflect its strategic transformation and new primary focus on investing in foundational tokens that power the rapidly growing stablecoin industry. The Company’s ticker for its common stock will also change to “SBLX,” which will begin trading under the new symbol on Nasdaq beginning with the market open on August 25, 2025.

“Our evolution into StableX Technologies embodies our commitment to building a diversified portfolio of stablecoin-related assets and platforms, alongside our Digital Treasury Asset Manager, James Altucher. We believe this positions StableX as a key player in one of the fastest-growing segments of the digital asset market,” said Josh Silverman, StableX’s Executive Chairman. “This is the culmination of our broader strategic realignment initiated earlier this year, which includes the evaluation and acquisition of targeted stablecoin investments and infrastructure. The Company expects its new brand identity to strengthen its market presence, enhance investor awareness, and underscore its long-term growth strategy. We expect to announce our first investment in the near term.”

AboutStableX Technologies, Inc.

StableX Technologies, Inc. (formerly AYRO, Inc.) is a publicly traded company focused on the acquisition and development of stablecoin assets, infrastructure and related technologies. The Company aims to deliver sustainable long-term returns by capitalizing on the expanding role of stablecoins in global commerce and finance. For more information, please visit the Company’s website at www.stablextechnologies.com.

Forward-LookingStatements

This press release may contain forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any expected future results, performance, or achievements. Words such as “anticipate,” “believe,” “could,” “estimate,” “intend,” “expect,” “may,” “plan,” “will,” “would” and their opposites and similar expressions are intended to identify forward-looking statements. Such forward-looking statements are based on the beliefs of management as well as assumptions made by and information currently available to management and include, but are not limited to, the success of the Company’s strategic review, the success of any new ventures it may pursue, including its digital asset strategy and the acquisition, development and integration of stablecoin assets, infrastructure and related technologies, and the Company’s ability to realize returns by capitalizing on the expanding role of stablecoins in global commerce and finance. Important factors that could cause actual results to differ materially from those indicated by such forward-looking statements include, without limitation: changes in digital asset regulations, market demand and adoption of stablecoins and related infrastructure; technological developments in the digital asset space; the Company’s ability to determine new investment opportunities and its success in creating stockholder value; the Company’s ability to execute its new business strategy with respect to digital assets; the Company’s ability to maintain compliance with the Nasdaq Stock Market’s listing standards; the Company has a history of losses and has never been profitable, and the Company expects to incur additional losses in the future and may never be profitable; the Company faces risks associated with litigation and claims; the Company’s limited operating history makes evaluating its business and future prospects difficult and may increase the risk of any investment in its securities; the markets in which the Company operates are highly competitive, and the Company may not be successful in competing in these industries; the Company may be required to raise additional capital to fund its operations and any new endeavors, and such capital raising may be costly or difficult to obtain and could dilute the Company’s stockholders’ ownership interests, and the Company’s long term capital requirements are subject to numerous risks.. A discussion of these and other factors with respect to the Company is set forth in our most recent Annual Report on Form 10-K and subsequent reports on Form 10-Q. Forward-looking statements speak only as of the date they are made, and the Company disclaims any intention or obligation to revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Forinvestor inquiries:

CORE IR

investors@ayro.com

516-222-2560