Prospectus Filed Pursuant to Rule 424(b)(3) (424b3)
30 July 2022 - 06:11AM
Edgar (US Regulatory)
Prospectus
Supplement
(To
Prospectus Dated December 2, 2020) |
Filed
Pursuant to Rule 424(b)(3)
Registration
No. 333-251001 |
AYRO,
INC.
$100,000,000
Common
Stock
Preferred
Stock
Warrants
Units
This
Prospectus Supplement supplements, and should be read in conjunction with, our Prospectus to our Registration Statement on Form S-3 (Registration
No. 333-251001) dated December 2, 2020 (the “Prospectus”). This Prospectus Supplement is qualified by reference to the Prospectus,
except to the extent that the information in this Prospectus Supplement updates and supersedes the information contained in the Prospectus.
This Prospectus Supplement must be delivered with the Prospectus.
The
information in the Prospectus in the section titled “Selling Stockholders” is amended by this Prospectus Supplement in order
to reflect updated beneficial ownership information for the selling stockholders, including with regard to (i) the designation by Spartan
Capital Securities, LLC of warrants to purchase 100,200 shares of our common stock to certain of its designees, as reflected below, (ii)
the assignment by Brio Capital Master Fund, Ltd. of warrants to purchase 69,617 shares of our common stock to OTA LLC (of which warrants
to purchase 41,770 shares have since expired) and (iii) the assignment by CHR Structured Capital, LLC of warrants to purchase 412,542
shares of our common stock to OTA LLC.
This
Supplement does not relate to our issuance of additional shares of common stock beyond those originally covered by the Prospectus. We
will not receive any proceeds from the sale of these shares by the selling stockholders.
Our
common stock is traded on the NASDAQ Capital Market under the symbol “AYRO.” On July 28, 2022, the closing sale price
of our common stock on the NASDAQ Capital Market was $0.90 per share. You are urged to obtain current market quotations for our
common stock.
Investing
in our common stock involves risks. See “Risk Factors” beginning on page 15 of the Prospectus, as well as the other information
contained or incorporated by reference in the Prospectus or any supplement thereto, before making a decision to invest in our common
stock.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed
upon the adequacy or accuracy of this Prospectus Supplement. Any representation to the contrary is a criminal offense.
The
date of this Prospectus Supplement is July 29, 2022.
SELLING
STOCKHOLDERS
SUPPLEMENTAL
INFORMATION
The
following table is prepared based on information provided to us by the selling stockholders. The table beginning on page 25 of the Prospectus
in the section titled “Selling Stockholders” is hereby amended with respect to the stockholders listed below to reflect updated
beneficial ownership information for the selling stockholders, including with regard to: (i) the designation by Spartan Capital Securities,
LLC of warrants to purchase 100,200 shares of our common stock to certain of its designees as reflected below; (ii) the assignment by
Brio Capital Master Fund, Ltd. of warrants to purchase 69,617 shares of our common stock to OTA LLC (of which warrants to purchase 41,770
shares have since expired) and (iii) the assignment by CHR Structured Capital, LLC of warrants to purchase 412,542 shares of our common
stock to OTA LLC. The beneficial ownership information for the selling stockholders listed below is as of July 28, 2022. We have
based percentage ownership after this offering on 37,020,518 shares of our common stock outstanding as of July 28, 2022.
|
|
Beneficial Ownership
Before Offering |
|
|
|
Beneficial Ownership
After Offering |
|
Selling Stockholder |
|
Number of
Shares |
|
Number of
Shares
Being Offered |
|
Number of
Shares |
|
Percent |
|
Brio Capital Master Fund, Ltd. (9) |
|
179,194 (10) |
|
0 |
|
179,194 (10) |
|
* |
|
|
|
|
|
|
|
|
|
|
|
CHR Structured Capital, LLC |
|
0 (15) |
|
0 (15) |
|
0 |
|
* |
|
|
|
|
|
|
|
|
|
|
|
Spartan Capital Securities, LLC |
|
100,063 (21)(22) |
|
50,100 (22) |
|
49,963 (21) |
|
* |
|
|
|
|
|
|
|
|
|
|
|
Robert Malin |
|
45,529 (23)(24) |
|
22,545 (24) |
|
22,984 (23) |
|
* |
|
|
|
|
|
|
|
|
|
|
|
Jason Diamond |
|
155,210 (25)(26) |
|
77,655 (26) |
|
77,555 (25) |
|
* |
|
|
|
|
|
|
|
|
|
|
|
OTA LLC (27) |
|
717,257 (28)(29) |
|
440,389 (29) |
|
276,868 (28) |
|
* |
|
(9) |
The
shares reported above are held by Brio Capital Master Fund Ltd. Brio Capital Management LLC is the investment manager of Brio Capital
Master Fund Ltd. and has the voting and investment discretion over securities held by Brio Capital Master Fund Ltd. Shaye Hirsch,
in his capacity as Managing Member of Brio Capital Management LLC, makes voting and investment decisions on behalf of Brio Capital
Management LLC in its capacity as the investment manager of Brio Capital Master Fund Ltd. Brio Capital Management LLC and Shaye Hirsch
disclaim beneficial ownership over the shares held by Brio Capital Master Fund Ltd., except to the extent of any pecuniary interest
therein. Brio Capital Master Fund Ltd. no longer beneficially owns any shares registered on the Prospectus. |
|
|
(10) |
Includes
7,077 shares of common stock issuable upon the exercise of certain warrants and 955 shares of common stock issuable upon the conversion
of preferred stock. Based on a Schedule 13G filed on January 17, 2021 and certain other information available to the registrant.
|
|
|
(15) |
CHR
Structured Capital, LLC no longer beneficially owns any shares registered on the Prospectus following the transfer of Series B Warrants
exercisable for 412,542 shares of common stock to OTA LLC and the expiration of Series A Warrants exercisable for 618,812 shares
of common stock. |
(21) |
Includes
(i) 9,082 shares of our common stock underlying warrants issued to Spartan as part of Spartan’s compensation for serving as
our financial advisor in connection with the June 2020 Offering, (ii) 23,900 shares of our common stock underlying warrants issued
to Spartan as part of Spartan’s compensation for serving as our financial advisor in connection with the July 2020 Offering
and (iii) 16,981 shares of our common stock underlying warrants issued to Spartan as part of Spartan’s compensation for serving
as our financial advisor in connection with a registered direct offering that closed in February 2021 (the “February 2021 Offering”). |
|
|
(22) |
Includes
(i) 18,752 shares of our common stock underlying warrants issued to Spartan as part of Spartan’s compensation for serving as
our financial advisor in connection with the November 2020 Offering and (ii) 31,348 shares of our common stock underlying warrants
issued to Spartan as part of Spartan’s compensation for serving as an introducing advisor in connection with the Karma Agreement. |
|
|
(23) |
Includes
(i) 4,500 shares of our common stock underlying warrants designated to Robert Malin from Spartan, originally issued to Spartan as
part of its compensation for serving as our financial advisor in connection with the June 2020 Offering, (ii) 10,765 shares of our
common stock underlying warrants designated to Robert Malin from Spartan, originally issued to Spartan as part of its compensation
for serving as our financial advisor in connection with the July 2020 Offering and (iii) 7,719 shares of our common stock underlying
warrants designated to Robert Malin from Spartan, originally issued to Spartan as part of its compensation for serving as our financial
advisor in connection with the February 2021 Offering. |
|
|
(24) |
Includes
(i) 8,438 shares of our common stock underlying warrants designated to Robert Malin from Spartan, originally issued to Spartan as
part of its compensation for serving as our financial advisor in connection with the November 2020 Offering and (ii) 14,107 shares
of our common stock underlying warrants designated to Robert Malin from Spartan, originally issued to Spartan as part of its compensation
for serving as an introducing advisor in connection with the Karma Agreement. |
|
|
(25) |
Includes
(i) 13,691 shares of our common stock underlying warrants designated to Jason Diamond from Spartan, originally issued to Spartan
as part of its compensation for serving as our financial advisor in connection with the June 2020 Offering, (ii) 37,105 shares of
our common stock underlying warrants designated to Jason Diamond from Spartan, originally issued to Spartan as part of its compensation
for serving as our financial advisor in connection with the July 2020 Offering and (iii) 26,759 shares of our common stock underlying
warrants designated to Jason Diamond from Spartan, originally issued to Spartan as part of its compensation for serving as our financial
advisor in connection with the February 2021 Offering. |
|
|
(26) |
Includes
(i) 29,066 shares of our common stock underlying warrants designated to Jason Diamond from Spartan, originally issued to Spartan
as part of its compensation for serving as our financial advisor in connection with the November 2020 Offering and (ii) 48,589 shares
of our common stock underlying warrants designated to Jason Diamond from Spartan, originally issued to Spartan as part of its compensation
for serving as an introducing advisor in connection with the Karma Agreement. |
|
|
(27) |
Ira
M. Leventhal, a senior managing director of OTA LLC, has sole voting and dispositive power over the securities held for the account
of this selling stockholder. The selling stockholder’s address is One Manhattanville Road, Purchase, NY 10577. |
|
|
(28) |
Includes
(i) 147,368 shares of our common stock issuable upon exercise of July Palladium Warrants transferred to OTA LLC from Palladium Holdings,
LLC and (ii) 129,500 shares of our common stock issuable upon exercise of July 23 Palladium Warrants transferred to OTA LLC from
Palladium Holdings, LLC. |
|
|
(29) |
Includes
(i) 27,847 shares of common stock issuable upon exercise of Series B Warrants transferred to OTA LLC from Brio Capital Master Fund,
Ltd. and (ii) 412,542 shares of common stock issuable upon exercise of Series B Warrants transferred to OTA LLC from CHR Structured
Capital, LLC. |
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