UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from___________ to __________

Commission file number: 001-34643

AYRO, INC.

(Exact name of registrant as specified in its charter)

Delaware

98-0204758

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

1185 Avenue of the Americas,

New York, NY

10036

(Address of principal executive offices)

(Zip Code)

(512) 994-4917

(Registrant’s telephone number, including area code)

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

Title of each Class		Trading Symbol(s)		Name 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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒

		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 13, 2025, the registrant had 675,399 shares of common stock outstanding.

AYRO, INC.

QUARTER ENDED JUNE 30, 2025

Table of Contents

		PAGE
PART I	FINANCIAL INFORMATION	F-1

ITEM 1.	Financial Statements (Unaudited)	F-1
	Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024	F-1
	Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2025 and 2024	F-2
	Condensed Consolidated Statements of Changes in Mezzanine Equity and Stockholders’ Equity for the Three and Six Months Ended June 30, 2025 and 2024	F-3
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2025 and 2024	F-4
	Notes to Condensed Consolidated Financial Statements (Unaudited)	F-5
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1
ITEM 3.	Quantitative and Qualitative Disclosure About Market Risk	16
ITEM 4.	Controls and Procedures	16

PART II	OTHER INFORMATION	17

ITEM 1.	Legal Proceedings	17
ITEM 1A.	Risk Factors	17
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	19
ITEM 3.	Defaults Upon Senior Securities	19
ITEM 4.	Mine Safety Disclosures	19
ITEM 5.	Other Information	19
ITEM 6.	Exhibits	20

SIGNATURES		21

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

AYRO, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30, 2025			December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	5,132,867		$	16,035,475
Restricted cash		109,576			164,682
Marketable securities		3,291,450			4,089,832
Prepaid expenses and other current assets		296,823			972,245
Total current assets		8,830,716			21,262,234
Operating lease – right-of-use asset		331,341			429,819
Deposits and other assets		32,759			46,665
Total assets	$	9,194,816		$	21,738,718

LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,034,721		$	1,863,045
Accrued expenses and other current liabilities		431,308			793,819
Accrued preferred stock redemption payable (H-7)		5,900,153			1,285,680
Current portion lease obligation – operating lease		234,376			219,085
Total current liabilities		7,600,558			4,161,629
Derivative liability		-			2,661,000
Warrant liability		14,537,000			2,362,900
Lease obligation - operating lease, net of current portion		162,336			283,742
Total liabilities		22,299,894			9,469,271

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 and 10,167 shares, at June 30, 2025 and December 31, 2024, respectively). Liquidation preference of $0 as of June 30, 2025.		—			7,587,518

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 and December 31, 2024, respectively) 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 and December 31, 2024, respectively) 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 and December 31, 2024, respectively) Liquidation preference of $287 as of June 30, 2025.		—			—
Preferred stock, value
Common Stock ($0.0001 par value; authorized – 1,200,000,000 and 200,000,000 shares as of June 30, 2025, and December 31, 2024, respectively; issued and outstanding – 590,181 and 533,842 shares as of June 30, 2025, and December 31, 2024, respectively)		59			53
Additional paid-in capital		117,278,388			121,767,394
Accumulated deficit		(130,383,525	)		(117,085,518	)
Total stockholders’ equity		(13,105,078	)		4,681,929
Total liabilities, mezzanine equity and stockholders’ equity	$	9,194,816		$	21,738,718

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-1

AYRO, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	2025			2024			2025			2024
	Three Months Ended June 30,						Six Months Ended June 30,
	2025			2024			2025			2024
Revenue	$	—		$	—		$	—		$	58,351
Cost of goods sold		239,040			1,074,896			239,040			2,258,103
Gross loss		(239,040	)		(1,074,896	)		(239,040	)		(2,199,752	)

Operating expenses:
Research and development		349,951			622,567			657,681			1,382,984
Sales and marketing		—			285,035			—			553,390
General and administrative		1,199,323			1,977,358			2,865,145			5,039,684
Total operating expenses		1,549,274			2,884,960			3,522,826			6,976,058

Loss from operations		(1,788,314	)		(3,959,856	)		(3,761,866	)		(9,175,810	)

Other income (expense):
Interest income		7,961			140,567			34,201			293,865
Change in fair value - warrant liability		(13,254,700	)		7,937,500			(12,174,100	)		9,010,300
Change in fair value - derivative liability		1,130,000			2,618,000			2,661,000			2,627,000
Unrealized gain (loss) on marketable securities		(7,457	)		301,921			(79,164	)		266,902
Realized gain on marketable securities		94,492			74,998			305,554			452,121
Consent and waiver fee – Series H-7		(350,000	)		—			(350,000	)		—
Other income (expense), net		25,000			(198,510	)		66,368			(198,510	)
Total other income (expense), net		(12,354,704	)		10,874,476			(9,536,141	)		12,451,678

Net income (loss) prior to provision for income taxes	$	(14,143,018	)	$	6,914,620		$	(13,298,007	)	$	3,275,868

Provision for income taxes		—			—			—			—

Net income (loss)	$	(14,143,018	)	$	6,914,620		$	(13,298,007	)	$	3,275,868

Dividends earned on Series H-7 convertible preferred stock		(870,461	)		(546,648	)		(1,704,194	)		(998,734	)
Accretion of discounts to redemption value of Series H-7 convertible preferred stock		(1,562,047	)		(1,999,136	)		(3,248,901	)		(5,094,609	)

Net income (loss) attributable to common stockholders	$	(16,575,526	)	$	4,368,836		$	(18,251,102	)	$	(2,817,475	)

Net income (loss) per share basic	$	(29.87	)	$	12.45		$	(33.52	)	$	(8.55	)
Net income (loss) per share diluted	$	(29.87	)	$	2.17		$	(33.52	)	$	(8.55	)

Basic weighted average Common Stock outstanding		554,989			350,983			544,474			329,422
Diluted weighted average Common Stock outstanding		554,989			1,039,922			544,474			329,422

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-2

AYRO, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY

(UNAUDITED)

	Shares			Amount			Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Capital			(Deficit)			Total
	Three and Six Months Ended June 30, 2025
	Series H-7						Series H				Series H-3				Series H-6								Additional
	Preferred Stock						Preferred Stock				Preferred Stock				Preferred Stock				Common Stock				Paid-in			Accumulated
	Shares			Amount			Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Capital			(Deficit)			Total
Balance, January 1, 2025		10,167		$	7,587,518			8	$	—		1,234	$	—		50	$	—		533,842	$	53	$	121,767,394		$	(117,085,518	)	$	4,681,929
Preferred stock redemptions and conversions including cash premium		(5,500	)		(6,404,587	)		—		—		—		—		—		—		—		—		—			—			—
Deemed dividend		—			—			—		—		—		—		—		—		—		—		(338,915	)		—			(338,915	)
Preferred stock dividends		—			494,818			—		—		—		—		—		—		—		—		(494,818	)		—			(494,818	)
Accretion of discounts to redemption value of Series H-7 convertible preferred stock		—			1,686,854			—		—		—		—		—		—		—		—		(1,686,854	)		—			(1,686,854	)
Net income		—			—			—		—		—		—		—		—		—		—		—			845,011			845,011
Balance, March 31, 2025		4,667		$	3,364,603			8	$	—		1,234	$	—		50	$	—		533,842	$	53	$	119,246,807		$	(116,240,507	)	$	3,006,353
Stock-based compensation		—			—			—		—		—		—		—		—		—		—		69,480			—			69,480
Preferred stock redemptions and conversions including cash premium		(4,667	)		(5,473,475	)		—		—		—		—		—		—		56,215		6		394,609			—			394,615
Deemed dividend		—			—			—		—		—		—		—		—		—		—		(323,636	)		—			(323,636	)
Preferred stock dividends		—			546,825			—		—		—		—		—		—		—		—		(546,825	)		—			(546,825	)
Accretion of discounts to redemption value of Series H-7 convertible preferred stock		—			1,562,047			—		—		—		—		—		—		—		—		(1,562,047	)		—			(1,562,047	)
Issuance of round up shares		—			—			—		—		—		—		—		—		124		—		—			—			—
Net loss		—			—			—		—		—		—		—		—		—		—		—			(14,143,018	)		(14,143,018	)
Balance, June 30, 2025		—		$	—			8	$	—		1,234	$	—		50	$	—		590,181	$	59	$	117,278,388		$	(130,383,525	)	$	(13,105,078	)

	Three and Six Months Ended June 30, 2024
	Series H-7						Series H				Series H-3				Series H-6								Additional
	Preferred Stock						Preferred Stock				Preferred Stock				Preferred Stock				Common Stock				Paid-in			Accumulated
	Shares			Amount			Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Capital			(Deficit)			Total
Balance, January 1, 2024		22,000		$	11,193,939			8	$	—		1,234	$	—		50	$	—		307,119	$	31	$	129,467,735		$	(115,330,039	)	$	14,137,727
Stock based compensation		—			—			—		—		—		—		—		—		—		—		12,398			—			12,398
Vested restricted stock		—			—			—		—		—		—		—		—		1,486		—		48,314			—			48,314
Dividends (Accrued Series H-7 Preferred)		—			452,086			—		—		—		—		—		—		—		—		(452,086	)		—			(452,086	)
Accretion of discounts to redemption value of Series H-7 convertible preferred stock		—			3,095,473			—		—		—		—		—		—		—		—		(3,095,473	)		—			(3,095,473	)
Net loss		—			—			—		—		—		—		—		—		—		—		—			(3,638,752	)		(3,638,752	)
Balance, March 31, 2024		22,000		$	14,741,498			8	$	—		1,234	$	—		50	$	—		308,605	$	31	$	125,980,888		$	(118,968,791	)	$	7,012,128
Balance		22,000		$	14,741,498			8	$	—		1,234	$	—		50	$	—		308,605	$	31	$	125,980,888		$	(118,968,791	)	$	7,012,128
Stock based compensation		—			—			—		—		—		—		—		—		—		—		(4,319	)		—			(4,319	)
Preferred stock redemptions and conversion including cash premium		(2,667	)		(3,065,973	)		—		—		—		—		—		—		102,184		10		1,454,894			—			1,454,904
Deemed dividend		—			—			—		—		—		—		—		—		—		—		(80,553	)

SEC Form 10-Q filed by AYRO Inc.