STOCKHOLDERS’ EQUITY | NOTE 10. STOCKHOLDERS’ EQUITY Common Stock 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 year ended December 31, 2021 investors purchased 302,500 0.0001 5.00 1,512,500 During February 2021, the Company issued 13,642 100,000 During the year ended December 31, 2021, the Company issued 555,004 1,506,999 AYRO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS During the year ended December 31, 2021, the Company issued 1,158,891 During the year ended December 31, 2022, the Company issued 374,686 Restricted Stock On February 24, 2021, pursuant to the AYRO, Inc. 2020 Long-Term Incentive Plan, the Company granted 172,000 7.66 43,000 On February 1, 2022, pursuant to the AYRO, Inc. 2020 Long-Term Incentive Plan, the Company granted 442,249 1.29 331,686 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 $ 154.00 184.80 9.99 SCHEDULE OF PAYMENT OF PREFERRED STOCK Number of Series H Preferred Stock outstanding as of December 31, 2022 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 6.66 Multiplied by the fair market value of Company Common Stock as of December 31, 2022 $ 0.38 Liquidation Value $ 2.66 AYRO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 $ 138.00 165.60 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 December 31, 2022 SCHEDULE OF PAYMENT OF PREFERRED STOCK Number of Series H-3 Preferred Stock outstanding as of December 31, 2022 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 December 31, 2022 $ 0.38 Liquidation Value $ 391 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 3.60 9.99 AYRO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 December 31, 2022, SCHEDULE OF PAYMENT OF PREFERRED STOCK Number of Series H-6 Preferred Stock outstanding as of December 31, 2022 50 Number of Series H Preferred Stock outstanding as of December 31, 2022 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 December 31, 2022 $ 0.38 Liquidation Value $ 547 AYRO Series Seed Preferred Stock Prior to the Merger, the Company was authorized to issue 8,472,500 December 31, 2022 and 2021, 7,360,985 2,007,193 AYRO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Warrants AYRO Seed Warrants Prior to the Merger, the Company issued 461,647 7.33 As of December 31, 2022, there were 448,005 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 $ 138.00 14,636 . Series H-3 Warrants As a result of the Merger, 2,800 165.60 5 As of December 31, 2022, all 2,800 Series H-4 Warrants As a result of the Merger, 37,453 15.60 15.60 As of December 31, 2022, there were 37,453 AYRO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Series J Warrants As a result of the Merger, 52,023 30.00 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. As of December 31, 2022, there were 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 2.50 173,091 2.50 348,476 The Series H-1, H-4, J and H-5 Warrants expire through the years 2023-2024. AYRO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 5.225 147,368 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 AYRO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 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 May 24, 2021 8.90 no 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 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 3,566,668 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 December 31, 2021 6,108,823 $ 7.37 2.31 Expired (2,800 ) 165.60 Outstanding at December 31,2022 6,106,023 $ 7.30 1.32 AYRO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |