10-K: StableX Pivots to Digital Assets Amidst $21M Loss

Sentiment:

Annual Report


StableX Technologies, Inc. has completed its strategic pivot from electric vehicle manufacturing to digital asset treasury management, reporting a significant net loss of $21.09 million for 2025 amidst market volatility and ongoing capital needs.

Delay expectedThe company paused manufacturing activities for its electric vehicle, the Vanish, to focus on re-engineering the vehicle, which may take longer than expected and may not achieve targeted cost reductions or performance objectives.Regulatory delays in SEC approvals for potential future capital raises are an anticipated challenge, which could impact the funding of the new digital asset strategy.
Capital raiseThe company may be required to raise additional capital to fund operations, which could be costly or difficult to obtain and dilute stockholder ownership.Plans include implementing strategic initiatives to fund additional token purchases, such as private placement offerings and registered securities issuances (Form S-3 and/or Form S-1).In the follow-on stage (6-12 months), plans to expand treasury operations and consider additional capital raising activities, including equity and equity-linked instruments like convertible debt.Successfully raised $7,000,000 in gross proceeds from the sale of Series I Convertible Preferred Stock in August 2025.Proceeds from capital-raising activities are expected to be primarily applied toward additional token accumulation.
Worse than expectedNet loss significantly increased to $21.09 million in 2025 from $1.76 million in 2024.Revenue dropped to $0 in 2025 from $63,777 in 2024, indicating a complete cessation of prior revenue streams.Cash and cash equivalents decreased by over $11 million, and working capital decreased by over $9.5 million, highlighting severe liquidity challenges.The company incurred an unrealized loss of $2.15 million on digital assets in 2025, immediately impacting the new strategy's performance.Management explicitly stated that existing cash will not be sufficient to fund operations for at least the next twelve months, raising substantial doubt about the company's ability to continue as a going concern.

Summary

  • The company changed its name from AYRO, Inc. to StableX Technologies, Inc. effective August 22, 2025, and its Nasdaq ticker symbol from AYRO to SBLX effective August 25, 2025.
  • A strategic transition from electric vehicle manufacturing to digital asset treasury management has been initiated, focusing on acquiring crypto tokens that capitalize on the stablecoin industry's growth.
  • The investment strategy targets 'picks and shovels' infrastructure providers for the stablecoin sector, rather than directly investing in stablecoins themselves.
  • Initial digital asset purchases include $1,150,000 of FLUID, $1,450,000 of INJ, $1,250,000 of LINK, and $250,000 of AAVE as of March 24, 2026, totaling $4.1 million in cost basis.
  • The company reported a net loss of $21,089,145 for the year ended December 31, 2025, a substantial increase from a net loss of $1,755,479 in 2024.
  • No revenue was generated in 2025, compared to $63,777 in 2024, reflecting the pause in legacy manufacturing activities.
  • Cash and cash equivalents decreased significantly to $4,981,798 as of December 31, 2025, from $16,035,475 in 2024.
  • Working capital decreased to $7,567,805 in 2025 from $17,100,605 in 2024.
  • An unrealized loss on digital assets of $2,151,001 was recognized in 2025.
  • The company effected a 1-for-16 reverse stock split on June 25, 2025.
  • A material weakness in internal control over financial reporting was identified as of December 31, 2025.
  • The maturity date for Series H-7 Preferred Stock was extended to February 4, 2027, and Series I Preferred Stock was issued, raising $7,000,000 gross proceeds, with redemption commencing November 30, 2025, and maturity on February 4, 2027.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this as a high-risk, speculative pivot with significant financial challenges. While the strategic shift targets a high-growth industry, the company's current financial state, including substantial losses, no revenue, and a going concern warning, indicates severe operational and liquidity issues.

Positives

  • Successfully executed a strategic transition to digital asset treasury management, targeting the rapidly growing stablecoin infrastructure sector.
  • Acquired initial crypto assets (FLUID, INJ, LINK, AAVE) totaling $4.1 million, demonstrating progress in the new investment strategy.
  • Operating expenses decreased by $2,590,070 (20.2%) in 2025 compared to 2024, primarily due to reduced sales & marketing and R&D in the legacy EV business.
  • The company's going concern uncertainty was alleviated during 2025 due to financing activities.
  • Successfully raised $7,000,000 in gross proceeds from the issuance of Series I Preferred Stock in August 2025.
  • Settled a legal dispute with Lithion Battery Inc. for $540,000 in July 2025, resolving breach of contract claims.
  • Settled a legal dispute with Club Car for $1.5 million in December 2024.

Negatives

  • Reported a significant net loss of $21,089,145 in 2025, a substantial increase from $1,755,479 in 2024.
  • Generated no revenue in 2025, indicating a complete halt in previous revenue streams and no new revenue from the digital asset strategy yet.
  • Cash and cash equivalents decreased significantly by over $11 million in 2025, from $16,035,475 to $4,981,798.
  • Working capital decreased by over $9.5 million in 2025, from $17,100,605 to $7,567,805.
  • Incurred an unrealized loss on digital assets of $2,151,001 in 2025.
  • The change in fair value of warrant liability resulted in a loss of $11,627,100 in 2025, contrasting with a gain of $10,956,900 in 2024.
  • Management believes existing cash will not be sufficient to fund operations for at least the next twelve months, raising substantial doubt about the company's ability to continue as a going concern.
  • Series H-7 and Series I Preferred Stock have dividend and redemption features that may require substantial cash payments or result in significant dilution to common stockholders.
  • Restrictive covenants in the Series H-7 and Series I Purchase Agreements may limit future financing options.
  • Paid a $350,000 consent and waiver fee to the Series H-7 Required Holders.

Risks

  • The company has a history of losses and has never been profitable, with expectations of incurring additional losses in the future.
  • Failure to meet the continued listing requirements of the Nasdaq Capital Market could result in delisting of common stock.
  • Historical operating results are not indicative of future performance due to the significant business model change from electric vehicle manufacturing to digital asset treasury management.
  • Digital assets are subject to extreme price volatility and custody risks, including theft, loss, hacking, cyber intrusion, and other security breaches.
  • Regulatory uncertainty regarding digital assets, including proposed stablecoin legislation (GENIUS Act) and potential classification as an investment company, could adversely affect the business.
  • The company may be required to raise additional capital to fund operations, and such capital raising may be costly, difficult to obtain, or dilute stockholder ownership interests.
  • A material weakness in internal control over financial reporting has been identified, and failure to remediate it could harm the business.
  • Payments to holders of Series H-7 and Series I Convertible Preferred Stock may require substantial cash expenditures or result in significant dilution to common stockholders.
  • Anti-dilution provisions in preferred stock and warrants may increase the number of common shares issuable, leading to further dilution.
  • Restrictive covenants in the Series H-7 and Series I Purchase Agreements may make it difficult to procure additional financing.
  • The loss of key personnel or failure to attract qualified employees could harm business operations.
  • Stablecoin issuers may be unable to honor redemption obligations if they face mass redemptions, adversely affecting the value of holdings.
  • The U.S. federal, state, local, and non-U.S. tax treatment of digital assets is unclear and could result in adverse tax consequences.
  • Failure in information technology and storage systems could significantly disrupt business operations.
  • The company may be named in legal proceedings or become subject to regulatory inquiries, which could be costly and result in unfavorable outcomes.
  • Anti-takeover provisions in the company's certificate of incorporation, bylaws, and Delaware law could discourage or prevent a change of control.
  • Digital asset holdings are less liquid than cash and cash equivalents and may not serve as a source of liquidity to the same extent.
  • The digital assets treasury strategy could subject the company to enhanced regulatory oversight, including AML/KYC requirements.
  • Legacy electric vehicle manufacturing activities are paused for re-engineering, which may not be successful, achieve cost reductions, or lead to market acceptance.
  • Legacy electric vehicle assets may be subject to further impairment, disposal losses, or ongoing carrying costs.
  • Future resumption of electric vehicle activities could expose the company to product quality, safety, warranty, and product liability risks.
  • The stock price may be highly volatile due to various factors beyond the company's control.
  • Increased costs and demands on management result from compliance with laws and regulations applicable to public companies.
  • No cash dividends are anticipated, requiring stockholders to rely on stock appreciation for any return on investment.
  • Operational or security system failures or breaches, including cyberattacks, could disrupt businesses, result in disclosure of confidential information, and damage reputation.

Future Outlook

The company plans to diversify its digital asset holdings with six to ten types of tokens, allocating cash proceeds from securities issuances to support ongoing operational expenses and token purchases. It intends to form alliances with stablecoin issuers or co-investment funds and continuously monitor the market for strategic capital raise and acquisition opportunities. Anticipated challenges include market volatility, regulatory delays for future capital raises, and competition from other digital asset treasury companies.

Management Comments

  • "We view the stablecoin ecosystem as a rapidly growing segment of the global financial infrastructure and believe that the entry into this market can provide a complementary revenue stream and enhance stockholder value."
  • "Our approach is intended to focus on acquiring and holding crypto assets within the stablecoin space and deploying them in a manner designed to generate yield while managing associated risks."
  • "Our investment strategy centers on acquiring digital assets (tokens) that provide essential infrastructure and enabling technologies for the stablecoin sector, often referred to as the picks and shovels approach."
  • "We hold our digital assets solely on a passive basis for treasury purposes and we do not have any current plans to stake any portion of our crypto assets held in treasury for the foreseeable future."
  • "Management believes that the existing cash as of December 31, 2025, will not be sufficient to fund operations for at least the next twelve months following the issuance of these consolidated financial statements."

Industry Context

StockSavvy.ai notes that StableX's pivot to digital asset treasury management, specifically targeting stablecoin infrastructure, aligns with the robust growth observed in the stablecoin market, which surpassed $280 billion in market capitalization by mid-2025 with daily transaction volumes exceeding $10 trillion annually. This 'picks and shovels' strategy aims to capitalize on the sector's expansion without direct exposure to stablecoin redemption risks, positioning the company to benefit from increased demand for underlying blockchain infrastructure.

Comparison to Industry Standards

  • The stablecoin market capitalization surpassed $280 billion as of mid-2025, with daily transaction volumes exceeding $10 trillion annually, as reported by McKinsey & Company and AInvest.
  • Infrastructure tokens are noted to exhibit 0.7-0.9 correlation coefficients with stablecoin market cap, often outperforming during expansion phases (e.g., 2023-2025 bull cycles), according to Pintu News.
  • Fluid Protocol (FLUID) has achieved nearly $2 billion in total market size (deposited collateral) with over $46 billion in DEX volume and deployments across Ethereum, Arbitrum, Base, Polygon, and Solana, with projections for $10 billion in liquidity and $30 million in annualized revenue by mid-2026, citing Messari and DailyCoin.

Management Changes

RolePrevious PersonNew PersonEffective DateReason
Chief Executive Officer and ChairmanN/AJoshua SilvermanAugust 14, 2025Appointment to CEO, with annual cash compensation increased to $300,000 effective January 1, 2025. Previously served as Interim Principal Financial Officer and Principal Accounting Officer until August 2025.
Chief Financial OfficerN/AJoseph RamelliAugust 20, 2024Engagement as Chief Financial Officer, receiving consulting fees of $10,000 per month.
President of AYRO Operating Company, Inc.N/AGilbert VillarrealAugust 21, 2024Appointment to President, with compensation of $30,000 per month, potentially increasing to $50,000 for reengineering work.
Director and Committee MemberGeorge DevlinN/ASeptember 2, 2025Resignation from the Board and all committees, with a one-time payment of $35,438.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Board CompositionThe Board consists of Joshua Silverman (Chairman), Wayne R. Walker, Sebastian Giordano, Zvi Joseph, and Greg Schiffman. Four of the five current directors are independent.March 30, 2026Maintains a majority of independent directors, which is generally viewed positively for oversight and shareholder interests.
Audit Committee MembershipComposed of Greg Schiffman (chairman), Zvi Joseph, and Sebastian Giordano, all determined to be independent. Greg Schiffman qualifies as an audit committee financial expert.March 30, 2026Ensures robust financial oversight and compliance with Nasdaq and SEC independence requirements.
Compensation and Human Resources Committee MembershipComposed of Greg Schiffman and Zvi Joseph (chairman), both determined to be independent.March 30, 2026Provides independent oversight of executive compensation and human capital management policies.
Nominating and Corporate Governance Committee MembershipComposed of Greg Schiffman (chairman) and Zvi Joseph, both determined to be independent.March 30, 2026Ensures independent oversight of board composition, director nominations, and corporate governance practices.
Code of Conduct and EthicsAdopted a Corporate Code of Conduct and Ethics and Whistleblower Policy applicable to all associates, directors, and service providers.N/AEstablishes clear standards for professional conduct, competition, conflicts of interest, and reporting violations, enhancing ethical governance.
Insider Trading PolicyPolicy prohibits directors, executive officers, employees, independent contractors, consultants, and their family members from engaging in hedging activities or other short-term/speculative transactions in company securities without advance CFO approval.N/AAims to prevent misuse of material non-public information and align insider interests with long-term shareholder value.
Section 16(a) ReportingA Form 4 for Joseph Ramelli was filed late on May 7, 2025, to report the grant of stock options on April 30, 2025.May 7, 2025Indicates a minor compliance lapse in timely insider transaction reporting, though generally not indicative of broader issues if isolated.

Legal Proceedings

  • Settled a complaint with Lithion Battery Inc. for $540,000 on July 30, 2025, resolving breach of contract claims related to battery purchases.
  • Settled a complaint with Club Car for $1.5 million in December 2024, regarding alleged defects in vehicles and termination of warranty support.
  • Settled a confidential lawsuit with Inventus Power, Inc. in August 2024, concerning unpaid invoices for battery packs and counterclaims of defective products.

Related Party Transactions

  • Gilbert Villarreal, President of AYRO Operating Company, Inc., through GLV Ventures and Electric Power (entities he owns), provided consulting services for the reengineering of the Vanish at a rate of $30,000 per month. He was paid an aggregate of $1,534,975 for these services in 2025.
  • The August 2025 Private Placement for Series I Preferred Stock included investments from affiliates of Mr. Abbe and Iroquois Capital Management L.L.C. ($2,825,000), Alpha Capital Anstalt ($1,500,000), Mainfield Enterprises ($1,000,000), and The Hewlett Fund LP ($500,000). These entities are beneficial owners of 5.0% or more of the company's voting securities.

Stakeholder Impact

  • Shareholders face significant dilution risk from preferred stock conversions and warrant exercises, especially with anti-dilution provisions. The stock price is highly volatile, and no cash dividends are expected, meaning returns depend solely on stock appreciation.
  • Employees (and contractors) are affected by the company's internal restructuring and reliance on independent contractors. The loss of key personnel is identified as a risk.
  • Customers of the legacy electric vehicle business are impacted by the pause in Vanish manufacturing for re-engineering, leading to product unavailability and uncertainty about future offerings.
  • Creditors and preferred stock holders (Series H-7 and Series I) have preferential dividend and redemption rights, which could require substantial cash payments from the company or further dilution of common stock. Restrictive covenants in their agreements limit the company's financial flexibility.
  • Suppliers, as evidenced by past legal disputes with Lithion Battery Inc. and Inventus Power, Inc., may face payment issues or contract disputes with the company.

Next Steps

  • Diversify digital asset holdings with six to ten types of tokens, representing different segments in the stablecoin infrastructure industry.
  • Allocate cash proceeds received from the issuance of securities (public offerings or private placements) to support ongoing operational expenses and the execution of token purchases.
  • Form alliances with stablecoin issuers or co-investment funds, where partners contribute capital in exchange for governance rights or revenue shares.
  • Continuously scan the landscape for opportunistic acquisition opportunities that are expected to either increase the scale of treasury operations or help in the generation of income.
  • Remediate the identified material weakness in internal control over financial reporting.
  • Continue re-engineering the Vanish electric vehicle to optimize its design and improve manufacturing efficiencies, although resumption of manufacturing is uncertain.

Key Dates

DateDescription
February 5, 2020Company filed Certificate of Designations for Series H-6 Preferred Stock.
May 28, 2020Company's shareholders approved the StableX Technologies, Inc. 2020 Long Term Incentive Plan.
December 17, 2020First Amendment to the StableX Technologies, Inc. 2020 Long-Term Incentive Plan.
October 19, 2021Second Amendment to the Amended and Restated Bylaws.
August 7, 2023Company entered into Securities Purchase Agreement for Series H-7 Preferred Stock and Warrants.
September 15, 2023One-for-eight reverse stock split (2023 Reverse Stock Split) effective.
October 20, 2023Club Car filed a complaint against the Company.
November 20, 2023Certificate of Designations of Series H-7 Convertible Preferred Stock filed.
November 2023FASB issued ASU 2023-07, Segment Reporting.
December 2023FASB issued ASU 2023-08, Intangibles—Goodwill and Other—Crypto Assets.
December 2023FASB issued ASU 2023-09, Income Taxes.
February 9, 2024Company filed Certificate of Amendment for Series H-7 Preferred Stock, amending installment dates.
March 1, 2024Mr. Silverman's annual cash compensation increased to $280,000.
April 2024Company filed counterclaims against Inventus Power, Inc.
August 20, 2024Joseph Ramelli engaged as Chief Financial Officer.
August 21, 2024Gilbert Villarreal appointed President of AYRO Operating Company, Inc.
August 27, 2024Company entered into Lithion Purchase Agreement.
October 29, 2024Company entered into a Stock Repurchase Agreement with a beneficial owner.
December 2024Company entered into $1.5 million settlement agreement with Club Car.
December 2, 2024Company entered into Waiver and Amendment Agreement with Series H-7 Required Holders.
December 2, 2024Company granted Mr. Silverman 15,214 shares of restricted common stock.
December 30, 2024Stockholders approved amendment to 2020 Plan to increase reserved shares by 187,500.
January 1, 2025Company adopted ASU 2023-08 and ASU 2023-09.
March 11, 2025Company entered into Sublease Agreement for Round Rock Lease.
March 2025FLUID circulating supply reached approximately 39.4 million tokens.
March 30, 2025Company entered into Omnibus Waiver and Amendment Agreement with Series H-7 Required Holders.
March 31, 2025March 2025 Certificate of Amendment filed, effective.
April 1, 2025Sublease Agreement for Round Rock Lease commenced.
April 10, 2025Marcum LLP terminated as independent registered accounting firm; CBIZ CPAs engaged.
April 30, 2025Company granted Mr. Ramelli options to purchase 4,688 shares of common stock.
May 7, 2025Form 4 for Joseph Ramelli was filed late.
May 13, 2025Required Holders executed May 2025 Waiver for Equity Conditions Failure.
May 23, 2025Company amended Certificate of Incorporation to increase authorized common stock to 1,200,000,000 shares.
June 2025FLUID vesting completions accelerated growth.
June 25, 2025Company effected a 1-for-16 reverse stock split.
June 26, 2025Common stock began trading on a split-adjusted basis.
July 2025Company commenced strategic transition to digital asset initiatives.
July 2025United States enacted the GENIUS Act.
July 28, 2025Company entered into Settlement Agreement with Lithion Battery Inc.
July 30, 2025Company paid Lithion $540,000 and took possession of remaining battery cells.
July 31, 2025Board declared a dividend of one preferred share purchase right for each outstanding share of Company Stock.
August 1, 2025Certificate of Designations of the Series A Preferred Stock filed.
August 4, 2025Company entered into Series I Purchase Agreement.
August 4, 2025Company entered into Altucher Consulting Agreement.
August 4, 2025Company entered into Omnibus Waiver, Consent, Notice and Amendment (Series H-7 Agreement) with Required Holders.
August 6, 2025Certificate of Amendment to Series H-7 Certificate of Designations filed, effective.
August 6, 2025Company issued Series I Warrants.
August 8, 2025Closing of Series I Private Placement occurred.
August 11, 2025Dividend of preferred share purchase right distributed to stockholders.
August 12, 2025Custodian services agreement with BitGo Trust Company, Inc. dated.
August 14, 2025Company entered into Executive Compensation Agreement with Mr. Silverman, increasing annual cash compensation to $300,000.
August 21, 2025Company filed Certificate of Amendment to change name to StableX Technologies, Inc.
August 22, 2025Name change to StableX Technologies, Inc. effective.
August 25, 2025Common stock began trading on Nasdaq under ticker symbol SBLX.
August 26, 2025Company entered into an omnibus amendment (Warrant Amendment) with Required Holders to amend certain terms of Series I and Series H-7 Warrants.
September 8, 2025Company filed Registration Statement with the SEC.
September 18, 2025Audit Committee approved dismissal of CBIZ CPAs P.C. as independent registered public accounting firm.
September 19, 2025Committee engaged Stephano Slack LLC as independent registered public accounting firm.
September 30, 2025Company agreed to pay Required Holders an aggregate of $350,000 by this date.
October 3, 2025Stockholders approved a further amendment to the 2020 Plan to increase the maximum number of shares to 400,000.
October 10, 2025Company amended Registration Statement.
October 31, 2025Company granted Mr. Silverman options to purchase 220,513 shares of common stock.
November 30, 2025Series I Preferred Stock redemption commences.
December 31, 2025Fiscal year ended.
January 9, 2026SEC declared Registration Statement effective.
March 24, 2026Date of digital asset purchases mentioned in the filing.
March 30, 2026Date of this Annual Report on Form 10-K filing.
February 4, 2027Extended maturity date for Series H-7 Preferred Stock and maturity date for Series I Preferred Stock.
February 28, 2027Expiration of Round Rock Lease sublease agreement.
December 15, 2026Effective date for ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures.
December 15, 2027Interim periods effective date for ASU 2024-03.
2030Projection for stablecoin Total Value Locked (TVL) reaching $1 trillion.
2031State net operating loss carryforwards begin to expire.
2035Option expiration date for Joshua Silverman, Joseph Ramelli, and Gilbert Villareal.
2036Portion of federal net operating loss carryforward begins to expire.

Recommendation

strong sell

The company faces severe financial distress, evidenced by a substantial increase in net loss to over $21 million, zero revenue, and a significant depletion of cash and working capital. Management explicitly states that existing cash is insufficient for the next 12 months, raising substantial doubt about its ability to continue as a going concern. While the strategic pivot to digital asset treasury management in the stablecoin ecosystem targets a high-growth area, it introduces extreme volatility and regulatory uncertainty, as demonstrated by the immediate unrealized loss on digital assets. The reliance on future dilutive capital raises and the complex, restrictive terms of existing preferred stock and warrants further compound the risk for common stockholders. The material weakness in internal controls adds another layer of operational risk. Given these overwhelming negative factors and the highly speculative nature of the new business model, a seasoned investor would likely recommend a strong sell.

Keywords

StableX Technologies, SBLX, Digital Asset Management, Stablecoin Ecosystem, Crypto Tokens, Blockchain, DeFi, FLUID, INJ, LINK, AAVE, SEC Filing, 10-K, Financial Reporting, Corporate Governance, Risk Factors, Strategic Shift, Cryptocurrency, Nasdaq Capital Market, Preferred Stock, Warrants, Dilution, Internal Controls, Going Concern, Electric Vehicles

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