STOCKHOLDERS’ EQUITY | NOTE 10. STOCKHOLDERS’ EQUITY Common Stock In April 2020, the Company issued 553,330 600,000 On June 17, 2020, the Company entered into a Securities Purchase Agreement with certain existing investors, pursuant to which the Company sold, in a registered public offering by the Company directly to the investors an aggregate of 2,200,000 0.0001 2.50 5,500,000 435,000 On July 6, 2020, the Company entered into a Securities Purchase Agreement with certain existing investors, pursuant to which the Company sold, in a registered public offering by the Company directly to the investors an aggregate of 3,157,895 0.0001 4.75 15,000,000 1,249,200 On July 21, 2020, the Company entered into a Securities Purchase Agreement with certain existing investors, pursuant to which the Company sold, in a registered public offering by the Company directly to the investors an aggregate of 1,850,000 0.0001 5.00 9,250,000 740,000 Each purchaser also had the right to purchase, on or before October 19, 2020, additional shares of common stock (the “Additional Shares”) equal to the full amount of 75% of the common stock it purchased at the initial closing, or an aggregate of 1,387,500 shares, at an offering price of $5.00 per share. 420,000 0.0001 5.00 2,100,000 168,000 During July 2020, the Company issued 225,590 7,833 On November 22, 2020, the Company entered into a Securities Purchase Agreement with certain institutional and accredited investors, pursuant to which such stockholders agreed to purchase an aggregate of 1,650,164 0.0001 6.06 10,000,000 847,619 During the year ended December 31, 2020, the Company issued 5,074,645 5,092,806 3,926,818 During the year ended December 31, 2020, the Company issued 1,030,585 1,000,000 During the year ended December 31, 2020, the Company issued 2,337,663 3,060,740 During the year ended December 31, 2020, the Company issued 1,573,218 0.0001 2,000,000 609,010 During the year ended December 31, 2020, the Company issued 1,037,496 In December 2020, based on its contract, the Company agreed to issue 15,000 42,300 During the year ended December 31, 2020, the Company issued 2,007,193 7,360,985 During the year ended December 31, 2020, the Company issued 6,817 16,669 During the year ended December 31, 2020, the Company issued 795 955 On January 25, 2021, AYRO entered into a Securities Purchase Agreement with certain institutional and accredited investors, pursuant to which AYRO agreed to issue and sell in a registered direct offering (the “January 2021 Offering”) an aggregate of 3,333,334 0.0001 6.00 20,000,004 1,648,608 On February 11, 2021, AYRO entered into a Securities Purchase Agreement with certain institutional and accredited investors, pursuant to which AYRO agreed to issue and sell in a registered direct offering (the “February 2021 Offering”) an aggregate of 4,400,001 0.0001 9.50 41,800,008 3,394,054 Each purchaser was also granted an option to purchase, on or before February 16, 2022, additional shares of common stock equal to the full amount of 75% of the common stock it purchased at the initial closing, or an aggregate of 3,300,001 11.50 On March 17, 2021, in connection with that certain Agreement and Plan of Merger dated December 19, 2019, whereby certain former stockholders of AYRO Operating entered into lock-up agreements (collectively, the “May Lock-Up Agreements”) pursuant to which they agreed to certain restrictions on the transfer or sale of shares of the Company’s common stock for the one-year period following the Merger, AYRO modified the May Lock-Up Agreements to allow each stockholder party to a May Lock-Up Agreement to (i) sell up to 5% of such stockholder’s holdings in the Company’s common stock on any trading day (with such 5% limitation to be measured as of the date of each sale) and (ii) allow for unlimited sales of the Company’s common stock for any sales made at $10.00 per share or greater. Pursuant to the Securities Purchase Agreement dated July 21, 2020, during the nine months ended September 30, 2021 investors purchased 302,500 of the Additional Shares of common stock of AYRO, par value $ 0.0001 5.00 1,512,500 During February 2021, the Company issued 13,642 100,000 During the nine months ended September 30, 2021, the Company issued 555,004 1,506,999 During the nine months ended September 30, 2021, the Company issued 724,724 Restricted Stock During the year ended December 31, 2020, the Company issued 1,087,618 5.27 15,115 172,000 7.66 1,158,891 434,166 2,990,493 5,827,028 2,684,371 434,166 Preferred Stock Upon closing of the Merger, the Company assumed the Series H, H-3 and H-6 preferred stock of DropCar, Inc., which respective conversion prices have been adjusted to reflect the May 2020 one-for-five reverse split. Series H Convertible Preferred Stock Under the terms of the Series H Certificate of Designation, each share of the Company’s Series H Convertible Preferred Stock (the “Series H Preferred Stock”) has a stated value of $ 154 184.80 9.99% As of September 30, 2021, such payment would be calculated as follows: SCHEDULE OF PAYMENT OF PREFERRED STOCK Number of Series H Preferred Stock outstanding as of September 30, 2021 8 Multiplied by the stated value $ 154 Equals the gross stated value $ 1,232 Divided by the conversion price $ 184.8 Equals the convertible shares of Company Common Stock 7 Multiplied by the fair market value of Company Common Stock as of September 30, 2021 $ 3.41 Equals the payment $ 24 Series H-3 Convertible Preferred Stock Pursuant to the Series H-3 Certificate of Designation (as defined below), the holders of the Company’s Series H-3 Convertible Preferred Stock (the “Series H-3 Preferred Stock”) are entitled to elect up to two members of a seven-member Board, subject to certain step downs; pursuant to the Series H-3 securities purchase agreement, the Company agreed to effectuate the appointment of the designees specified by the Series H-3 investors as directors of the Company. Under the terms of the Series H-3 Certificate of Designation, each share of the Series H-3 Preferred Stock has a stated value of $ 138 165.60 9.99% In the event of liquidation, the holders of the Series H-3 Preferred Stock are entitled, pari passu with the holders of common stock, to receive a payment in the amount the holder would receive if such holder converted the Series H-3 Preferred Stock into common stock immediately prior to the date of such payment. As of September 30, 2021, such payment would be calculated as follows: SCHEDULE OF PAYMENT OF PREFERRED STOCK Number of Series H-3 Preferred Stock outstanding as of September 30, 2021 1,234 Multiplied by the stated value $ 138 Equals the gross stated value $ 170,292 Divided by the conversion price $ 165.6 Equals the convertible shares of Company Common Stock 1,028 Multiplied by the fair market value of Company Common Stock as of September 30, 2021 $ 3.41 Equals the payment $ 3,505 Series H-6 Convertible Preferred Stock On February 5, 2020, the Company filed the Certificate of Designations, Preferences and Rights of the Series H-6 Preferred Stock (the “Series H-6 Certificate of Designation”) with the Secretary of State of the State of Delaware, establishing and designating the rights, powers and preferences of the Series H-6 Preferred Stock. The Company designated up to 50,000 72.00 Each share of Series H-6 Preferred Stock is convertible at any time at the option of the holder thereof, into a number of shares of common stock of the Company determined by dividing the H-6 Stated Value by the initial conversion price of $ 3.60 9.99% The Series H-6 Preferred Stock also has the same voting rights as the common stock, except that in no event shall a holder of Series H-6 Preferred Stock be permitted to exercise a greater number of votes than such holder would have been entitled to cast if the Series H-6 Preferred Stock had immediately been converted into shares of common stock at a conversion price equal to $ 3.60 The holders of Series H-6 Preferred Stock are entitled to certain anti-dilution adjustments if the Company issues shares of its common stock at a lower price per share than the applicable conversion price of the Series H-6 Preferred Stock. If any such dilutive issuance occurs prior to the conversion of the Series H-6 Preferred Stock, the conversion price will be adjusted downward to a price that cannot be less than 20% of the exercise price of $3.60. In the event of liquidation, the holders of the Series H-6 Preferred Stock are entitled, pari passu with the holders of common stock, to receive a payment in the amount the holder would receive if such holder converted the Series H-6 Preferred Stock into common stock immediately prior to the date of such payment. As of September 30, 2021, such payment would be calculated as follows: SCHEDULE OF PAYMENT OF PREFERRED STOCK Number of Series H-6 Preferred Stock outstanding as of September 30, 2021 50 Multiplied by the stated value $ 72 Equals the gross stated value $ 3,600 Divided by the conversion price $ 2.5 Equals the convertible shares of Company Common Stock 1,440 Multiplied by the fair market value of Company Common Stock as of September 30, 2021 $ 3.41 Equals the payment $ 4,910 Warrants AYRO Seed Warrants Prior to the Merger, the Company issued 461,647 7.33 five 100,000 13,642 448,005 0 36,760 Series I, J, H, H-1, H-3, H-4 and H-5 warrants transferred to AYRO common stock pursuant to the Merger. Series I Warrants As a result of the Merger, 14,636 69.00 If at any time (i) the volume weighted average price (“VWAP”) of the Common Stock exceeds $ 138 14,636 Series H-3 Warrants As a result of the Merger, 2,800 165.60 5 2,800 Exercise of Series H-4 Warrants and Issuance of Series J Warrants Series H-4 Warrants As a result of the Merger, 37,453 15.60 15.60 37,453 As a result of the Merger, 52,023 Series J Warrants transferred to AYRO. The terms of the Series J Warrants are substantially identical to the terms of the Series H-4 Warrants except that (i) the exercise price is equal to $ 30.00 per share, (ii) the Series J Warrants may be exercised at all times beginning on the 6-month anniversary of the issuance date on a cash basis and also on a cashless basis, (iii) the Series J Warrants do not contain any provisions for anti-dilution adjustment and (iv) the Company has the right to require the Holders to exercise all or any portion of the Series J Warrants still unexercised for a cash exercise if the volume-weighted average price (VWAP) (as defined in the Series J Warrant) for the Company’s common stock equals or exceeds $ 45.00 If at any time (i) the VWAP of the Common Stock exceeds $9.00 for not less than the mandatory exercise measuring period; (ii) the daily average number of shares of Common Stock traded during the mandatory exercise measuring period equals or exceeds 25,000; and (iii) no equity conditions failure has occurred as of such date, then the Company shall have the right to require the holder to exercise all or any portion of the Series J Warrants still unexercised for a cash exercise. 52,023 Series H-5 Warrants As a result of the Merger, 296,389 2.50 five years The H-5 Warrants are entitled to certain anti-dilution adjustments if the Company issues shares of its common stock at a lower price per share than the applicable exercise price (subject to a floor of $0.792 per share). An anti-dilution adjustment was triggered resulting in an adjusted exercise price per share from $3.96 to $2.50, resulting in an issuance of an additional 173,091 348,476 The Company considers the change in exercise price due to the anti-dilution trigger related to the Series H-5 Warrants to be of an equity nature, as the issuance allowed the warrant holders to exercise warrants in exchange for common stock, which represents an equity for equity exchange. Therefore, the change in the fair value before and after the effect of the anti-dilution triggering event and the fair value of the Series H-5 warrants will be treated as a deemed dividend in the amount of $ 432,727 967,143 534,416 The warrants were valued using the Black-Scholes option pricing model on the date of the modification and issuance using the following assumptions: (a) fair value of common stock of $2.77 per share, (b) expected volatility of 89.96% 0% 0.24% The Series H-1, H-3, H-4, J and H-5 Warrants expire through the years 2022-2024 Other AYRO Warrants On June 19, 2020, the Company agreed to issue finder warrants (the “June Finder Warrants”) to purchase 27,273 2.75 126,000 2.875 5 126,000 27,273 On July 8, 2020, the Company agreed to issue finder warrants (the “July 8 Finder Warrants”) to purchase 71,770 5.225 5.4625 The July 8 Finder Warrants and July 8 Placement Agent Warrants terminate after a period of 5 71,770 147,368 On July 22, 2020, the Company agreed to issue warrants to Palladium (the “July 22 Placement Agent Warrants”) to purchase 129,500 5.750 5 129,500 On September 25, 2020, the Company issued a warrant (the “September Warrant”) to purchase 31,348 3.19 The September Warrant is immediately exercisable and expires on September 25, 2025. 2.13 66,845 31,348 The following assumptions were used to determine the fair value of the September Warrants: SCHEDULE OF FAIR VALUE ASSUMPTIONS OF WARRANTS As of Dividend - % Risk Free Rate 0.30 % Exercise Price $ 2.90 Strike Price $ 3.19 Term 5 Volatility 102 % On November 22, 2020, the Company entered into a Securities Purchase Agreement with new and current stockholders of the Company, pursuant to which such stockholders agreed to purchase shares of AYRO’s Common Stock, Series A Warrants and Series B Warrants to purchase AYRO’s Common Stock for an aggregate purchase price of $ 9,999,997 1,237,624 825,084 8.09 8.90 825,084 On November 22, 2020, the Company agreed to issue finder warrants (the “November Finder Warrants”) to purchase 56,256 6.6660 57,756 6.9690 The November Finder Warrants and November Placement Agent Warrants terminate after a period of 5 years on November 22, 2025. 56,256 57,756 On January 25, 2021, AYRO entered into a Securities Purchase Agreement with certain institutional and accredited investors, pursuant to which AYRO agreed to issue and sell in a registered direct offering (the “January 2021 Offering”) an aggregate of 3,333,334 0.0001 6.00 20.0 Each purchaser was also granted a warrant to purchase, between July 26, 2021 and July 26, 2023, additional shares of common stock equal to the full amount of the common stock it purchased at the initial closing, or an aggregate of 3,333,334 6.93 On January 25, 2021, the Company agreed to issue warrants to Palladium, the placement agent for the January 2021 offering to purchase 233,334 6.93 On February 11, 2021, the Company agreed to issue warrants to Spartan Capital Securities, LLC and its affiliates (the “February Finder Warrants”) to purchase 15,574 10.925 35,885 10.45 255,584 10.925 5 51,459 255,584 A summary of the Company’s warrants to purchase common stock activity is as follows: SCHEDULE OF WARRANT ACTIVITY Shares Underlying Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Outstanding at December 31, 2020 3,501,014 $ 8.03 2.87 Granted 3,873,711 $ 7.24 Exercised (13,642 ) $ 7.33 Expired (1,252,260 ) $ 8.80 Outstanding at September 30, 2021 6,108,823 $ 7.37 2.56 |