Ayro, Inc has entered into a securities purchase agreement with certain existing investors an aggregate of 22,000 shares of the newly designated Series H-7 convertible preferred stock with a stated value of $1,000 per share for proceeds of $22,000,000 and warrants to acquire up to an aggregate of 22,000,000 shares of common stock at an exercise price of $1 per share. The preferred stock is initially convertible into up to 22,000,000 shares of the common stock, par value $0.0001 per share at a conversion price of $1 per share. The warrants expire five years from the date of issuance.

The holders of the Preferred Shares will be entitled to cumulative dividends of 8% per annum. The closing of the Private Placement is expected to occur on August 10, 2023, subject to the satisfaction of customary closing conditions. The company issued proceeds of $22,000,000 pursuant to exemption provided under Regulation D.