8-K
Fabric.AI, Inc. (FABC)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): June 23, 2025
AYRO,Inc.
(Exact name of Registrant as specified in its charter)
| Delaware | 001-34643 | 98-0204758 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation) | (Commission<br><br> <br>File<br> No.) | (IRS<br> Employer<br><br> <br>Identification<br> No.) |
AYRO,Inc.
1185Avenue of the Americas
NewYork, NY 10036
(Address of principal executive offices and zip code)
Registrant’s
telephone number, including area code: 512-994-4917
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | 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 | AYRO | 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. ☐
Item3.03. Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item5.03. Amendments to Articles of Incorporation or Bylaws.
On June 23, 2025, AYRO, Inc. (the “Company”) filed a Certificate of Amendment (the “Certificate ofAmendment”) to the Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State of Delaware to effect a 1-for-16 reverse stock split of the shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) either issued and outstanding or held by the Company as treasury stock, effective as of 4:05 p.m. (New York time) on June 25, 2025 (the “Reverse Stock Split”). As previously disclosed, the Company held its 2025 annual meeting of stockholders (the “Annual Meeting”) on May 19, 2025, at which meeting the Company’s stockholders approved the amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of the Common Stock at a ratio in the range of 1-for-2 to 1-for-100, with such ratio to be determined by the Company’s Board of Directors (the “Board”) and included in a public announcement. Following the Annual Meeting, the Board determined to effect the Reverse Stock Split at a ratio of 1-for-16 and approved the corresponding final form of the Certificate of Amendment.
As a result of the Reverse Stock Split, every 16 shares of issued and outstanding Common Stock were automatically combined into one issued and outstanding share of Common Stock without any change in the par value per share. Proportional adjustments were made to the number of shares of the Company’s common stock issuable upon exercise or conversion of the Company’s equity awards, warrants and other convertible securities, as well as the applicable exercise or conversion price thereof. No fractional shares were issued as a result of the Reverse Stock Split. Any fractional shares that would otherwise have resulted from the Reverse Stock Split were rounded up to the next whole number. The number of authorized shares of Common Stock under the Certificate of Incorporation remains unchanged at 1,200,000,000 shares.
The Common Stock began trading on a Reverse Stock Split-adjusted basis on Nasdaq on June 26, 2025. The trading symbol for the Common Stock will remain “AYRO.” The new CUSIP number for the Common Stock following the Reverse Stock Split is 054748306.
For more information about the Reverse Stock Split, see the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 21, 2025, the relevant portions of which are incorporated herein by reference. The information set forth herein is qualified in its entirety by reference to the complete text of the Certificate of Amendment, a copy of which is filed with this report as Exhibit 3.1.
Item9.01 Financial Statements and Exhibits.
(d)Exhibits.
| Exhibit Number | Description |
|---|---|
| 3.1 | Certificate<br> of Amendment to the Amended and Restated Certificate of Incorporation of AYRO, Inc. |
| 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.
| AYRO, INC. | |||
|---|---|---|---|
| Date: | June 27, 2025 | By: | /s/ Joshua Silverman |
| Joshua<br> Silverman | |||
| Executive<br> Chairman |
Exhibit3.1
CERTIFICATEOF AMENDMENT
OF
AMENDEDAND RESTATED CERTIFICATE OF INCORPORATION
OF
AYRO,INC.
AYRO, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify that:
| 1. | The<br> Amended and Restated Certificate of Incorporation of the Corporation (as amended, the “Certificate<br> of Incorporation”) was filed with the Secretary of State of Delaware on May 28, 2020. |
|---|---|
| 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 and declaring said amendment to be advisable<br> and calling for the consideration and approval thereof at a meeting of the stockholders of<br> the Corporation. |
| --- | --- |
| 3. | Resolutions<br> were duly adopted by the Board of Directors of the Corporation, in accordance with the provisions<br> of the Certificate of Incorporation set forth below, providing that, effective as of 4:05<br> p.m., New York time, on June 25, 2025, each sixteen (16) issued and outstanding shares of<br> the Corporation’s Common Stock, par value $0.0001 per share, shall be converted into<br> one (1) share of the Corporation’s Common Stock, par value $0.0001 per share, as constituted<br> following such date. |
| --- | --- |
| 4. | The<br> Certificate of Incorporation is hereby amended by revising Article FOURTH to include a new<br> paragraph F as follows: |
| --- | --- |
“Reverse Split. Effective as of 4:05 p.m. on June 25, 2025 (the “2025 RSS Effective Time”) each share of the Corporation’s common stock, $0.0001 par value per share (the “2025 RSS Old Common Stock”), either issued or outstanding or held by the Corporation as treasury stock, immediately prior to the 2025 RSS Effective Time, will be automatically reclassified and combined (without any further act) into a smaller number of shares such that each sixteen (16) shares of 2025 RSS Old Common Stock issued and outstanding or held by the Company as treasury stock immediately prior to the 2025 RSS Effective Time is reclassified into one (1) share of Common Stock, $0.0001 par value per share, of the Corporation (the “2025 RSS New Common Stock”), without increasing or decreasing the amount of stated capital or paid-in surplus of the Corporation (the “2025 RSS”). The Board of Directors shall make provision for the issuance of that number of fractions of 2025 RSS New Common Stock such that any fractional share of a holder otherwise resulting from the 2025 RSS shall be rounded up to the next whole number of shares of 2025 RSS New Common Stock. Any stock certificate that, immediately prior to the 2025 RSS Effective Time, represented shares of the 2025 RSS Old Common Stock will, from and after the 2025 RSS Effective Time, automatically and without the necessity of presenting the same for exchange, represent the number of shares of the 2025 RSS New Common Stock into which such shares of 2025 RSS Old Common Stock shall have been reclassified plus the fraction, if any, of a share of 2025 RSS New Common Stock issued as aforesaid.”
| 5. | Pursuant<br> to the resolution of the Board of Directors, a meeting of the stockholders of the Company<br> was duly called and held upon notice in accordance with Section 222 of the General Corporation<br> Law of the State of Delaware at which meeting the necessary number of shares as required<br> by statute were voted in favor of the foregoing amendment. |
|---|---|
| 6. | 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. |
| --- | --- |
[Signaturepage follows.]
IN WITNESS WHEREOF, AYRO, Inc. has caused this Certificate to be duly executed by the undersigned duly authorized officer as of this 23rd day of June, 2025.
| AYRO, INC. | |
|---|---|
| By: | /s/<br> Joshua Silverman |
| Name: | Joshua Silverman |
| Title: | Executive Chairman |