SCHEDULE 13G/A: Iroquois Capital Management and Affiliates Maintain Significant Stake in AYRO, Inc.

Iroquois Capital Management, Richard Abbe, and Kimberly Page collectively report beneficial ownership of approximately 9.99% of AYRO, Inc.'s common stock, including convertible preferred shares, as detailed in their latest Schedule 13G/A filing.

Summary

• Iroquois Capital Management, LLC, Richard Abbe, and Kimberly Page (the "Reporting Persons") have filed an Amendment No. 4 to Schedule 13G regarding their beneficial ownership in AYRO, Inc.
• Richard Abbe beneficially owns 946,635 shares, representing 9.99% of the class.
• Iroquois Capital Management, LLC beneficially owns 938,014 shares, representing 9.95% of the class.
• Kimberly Page beneficially owns 946,635 shares, representing 9.95% of the class.
• The reported ownership includes 934,362 shares of Common Stock issuable upon conversion of Preferred Stock.
• Conversion of Preferred Stock is subject to a 9.99% blocker, meaning the beneficial ownership cannot exceed 9.99% of the outstanding common stock.
• The percentage of class is based on 8,541,466 shares of common stock outstanding as of March 28, 2025, as reported in AYRO, Inc.'s Annual Report on Form 10-K filed on March 31, 2025.
• The Reporting Persons certify that the securities were not acquired or held for the purpose of changing or influencing control of AYRO, Inc.

Sentiment

Score: 5

Explanation: The document is a factual disclosure of beneficial ownership and does not convey positive or negative sentiment regarding the company's performance or outlook. It simply updates the public record on a significant passive investment stake.

Positives

• The continued significant stake held by institutional investors (Iroquois Capital Management) and key individuals (Richard Abbe, Kimberly Page) indicates their ongoing confidence or long-term interest in AYRO, Inc.
• The 9.99% blocker on preferred stock conversion limits immediate dilution from these specific convertible securities, ensuring the beneficial ownership remains below 10% for the reporting persons.

Negatives

• The 9.99% blocker on preferred stock conversion limits the immediate upside for the reporting persons from full conversion if the stock price were to significantly increase, as they cannot exceed the 9.99% threshold.

Risks

• The existence of convertible preferred stock, even with a blocker, represents potential future dilution for other shareholders if the blocker is removed or adjusted, or if the company issues more common stock.
• The 9.99% blocker could limit the ability of the reporting persons to fully convert their preferred stock holdings into common stock, potentially impacting their liquidity or strategic flexibility.

Future Outlook

This Schedule 13G/A filing is a disclosure of beneficial ownership and does not contain forward-looking statements or guidance regarding AYRO, Inc.'s future operations or financial performance.

Management Comments

• The filing includes a certification from the Reporting Persons stating that the securities were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer, nor in connection with any transaction having that purpose or effect, other than activities solely in connection with a nomination under Rule 14a-11.

Industry Context

This filing reflects a passive investment stake by a hedge fund and its principals in AYRO, Inc., a company operating in the electric vehicle or specialized vehicle sector (inferred from company name, though not explicitly stated in the 13G). Such significant passive stakes are common for institutional investors seeking long-term value in companies they believe are undervalued or have growth potential within their respective industries.

Comparison to Industry Standards

• This document is a standard beneficial ownership disclosure (Schedule 13G/A) and does not provide financial or operational results for comparison to industry standards.
• It solely details the ownership structure of specific investors in AYRO, Inc. without offering insights into the company's performance relative to its peers in the electric vehicle or specialized vehicle market.

Stakeholder Impact

• Shareholders: The disclosure of a significant passive stake by institutional investors may provide some level of confidence or stability, as it indicates a notable investor believes in the company's long-term prospects. The 9.99% blocker limits immediate dilution from the conversion of preferred stock held by these specific investors.

Next Steps

• The document does not specify any future actions, events, or milestones for AYRO, Inc. or the Reporting Persons beyond the ongoing beneficial ownership.

Key Dates

Keywords

AYRO Inc., Schedule 13G, Beneficial Ownership, Iroquois Capital Management, Richard Abbe, Kimberly Page, Common Stock, Preferred Stock, Convertible Securities, Institutional Investor, SEC Filing, Passive Investment