Fabric.AI, Inc. — fact timeline

Fabric.AI, Inc. issued preferred stock to Kopin Corporation for 19.9% of the pro forma fully-diluted outstanding shares of the Company’s common stock.

“In further consideration of Kopin’s contributions to the development of the Project Technology, the Company has agreed to issue to Kopin shares of the Company’s Series J Convertible Preferred Stock, par value $0.0001 per share (“Series J Preferred Stock”), constituting 19.9% of the pro forma fully-diluted outstanding shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), excluding shares of common stock underlying unexercised options, warrants, and other common stock equivalents, subject to certain anti-dilution adjustments upon the sale or issuance of Common Stock or common stock equivalents, or the conversion or exercise of outstanding common stock equivalents as further described below.”

Fabric.AI, Inc.: Company filed a Certificate of Amendment to change its name from StableX Technologies, Inc. to Fabric.AI, Inc (effective 2026-04-28).

“On April 27, 2026, the Company filed a Certificate of Amendment to the Company’s Charter (the “Certificate of Amendment”) to change the name of the Company from “StableX Technologies, Inc.” to “Fabric.AI, Inc.,” effective as of 12:01 Eastern Time on April 28, 2026 (the “Name Change”).”

Fabric.AI, Inc. entered into Joint Development and License Agreement with Kopin Corporation valued at up to $15,000,000 (effective 2026-04-27).

“On April 27, 2026, Fabric.AI, Inc. (the “Company”), entered into a Joint Development and License Agreement (the “JDA”) with Kopin Corporation, a Delaware corporation (“Kopin”), pursuant to which the Company and Kopin agreed to collaborate on the development and commercialization of Kopin’s interface for GPU-to-GPU connectivity”

Fabric.AI, Inc. engaged Stephano Slack LLC as its auditor.

“On September 19, 2025, the Committee engaged Stephano Slack LLC (“Stephano”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, effective immediately.”

Fabric.AI, Inc. dismissed CBIZ CPAs P.C. as its auditor.

“On September 18, 2025, the Audit Committee of the Board of Directors (the “Committee”) of StableX Technologies, Inc. (the “Company”) approved the dismissal of CBIZ CPAs P.C. (“CBIZ CPAs”) as the Company’s independent registered public accounting firm, effective as of the same date.”

Fabric.AI, Inc.: Changed company name from AYRO, Inc. to StableX Technologies, Inc (effective 2025-08-22).

“On August 21, 2025, the Company filed a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) to change the name of the Company from “AYRO, Inc.” to “StableX Technologies, Inc.,” effective as of August 22, 2025 (the “Name Change”).”

Fabric.AI, Inc.: Filed Certificate of Designations of Series I Preferred Stock, creating a new series of preferred stock (effective 2025-08-06).

“On August 6, 2025, the Company filed the Certificate of Designations of Series I Preferred Stock with the Secretary of State of the State of Delaware (the “Series I Certificate of Designations”), thereby creating the Series I Preferred Stock.”

Fabric.AI, Inc.: Filed Certificate of Amendment to Series H-7 Certificate of Designations, extending maturity date, revising payment dates and amounts, modifying definitions and schedule (effective 2025-08-06).

“On August 6, 2025, the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware, thereby amending the Series H-7 Certificate of Designations to (i) extend the maturity date to February 4, 2027, (ii) revise the applicable payment dates and corresponding payable amounts of Dividends and Installment Amounts (each as defined in the Series H-7 Certificate of Designations), (iii) modify the definition of “Excluded Securities” and (iv) modify the schedule of Installment Dates (as defined in the Series H-7 Certificate of Designations).”

Fabric.AI, Inc.: Information relevant to Item 5.03 is incorporated by reference solely from Item 1.01 and does not describe the substantive change.

“The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 5.03 by reference.”

Fabric.AI, Inc.: 1-for-16 reverse stock split of common stock effected via Certificate of Amendment to Amended and Restated Certificate of Incorporation (effective 2025-06-25).

“On June 23, 2025, AYRO, Inc. (the " Company ") filed a Certificate of Amendment (the " Certificate of Amendment ") to the Amended and Restated Certificate of Incorporation (the " Certificate of Incorporation ") with the Secretary of State of Delaware to effect a 1-for-16 reverse stock split of the shares of the Company’s common stock, par value $0.0001 per share (the " Common Stock ") either issued and outstanding or held by the Company as treasury stock, effective as of 4:05 p.m. (New York time) on June 25, 2025 (the " Reverse Stock Split ").”

Fabric.AI, Inc.: Increased authorized common shares from 200,000,000 to 1,200,000,000 and made a corresponding change to authorized capital stock (effective 2025-05-23).

“On May 19, 2025, AYRO, Inc. (the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”). At the Company’s Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Share Increase Amendment”) to increase the number of authorized shares of common stock, par value $0.0001 per share, from 200,000,000 shares to 1,200,000,000 and to make a corresponding change to the number of authorized shares of the Company’s capital stock. Following the Annual Meeting, on May 23, 2025, the Company filed the Share Increase Amendment with the Secretary of State of the State of Delaware.”

Fabric.AI, Inc. engaged CBIZ CPAs P.C. as its auditor.

“engaged CBIZ CPAs as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025”

Fabric.AI, Inc. dismissed Marcum LLP as its auditor.

“On April 10, 2025, the Company terminated its relationship with Marcum as the Company’s independent registered accounting firm”

Gilbert Villarreal was appointed as President of the Company’s subsidiary, DropCar Operating Company, Inc. at Fabric.AI, Inc..

“On August 21, 2024, Gilbert Villarreal was appointed to the position of President of the Company’s subsidiary, DropCar Operating Company, Inc. (“Operating Subsidiary”), effective as August 21, 2024.”

Joseph Ramelli was appointed as Chief Financial Officer at Fabric.AI, Inc..

“On August 21, 2024, Ayro, Inc. (the “Company”) appointed Joseph Ramelli to the position of Chief Financial Officer of the Company, effective as August 21, 2024.”

Joshua Silverman was appointed as interim principal financial officer and principal accounting officer at Fabric.AI, Inc..

“the Company’s board of directors (the “Board”) appointed Joshua Silverman, who currently serves as the Company’s Executive Chairman and principal executive officer, to the position of interim principal financial officer and principal accounting officer”

David E. Hollingsworth resigned as Chief Financial Officer at Fabric.AI, Inc..

“On March 1, 2024, of AYRO, Inc. (the “Company”) and David E. Hollingsworth mutually agreed on the separation of Mr. Hollingsworth from his position as Chief Financial Officer of the Company, effective as of March 1, 2024”

Fabric.AI, Inc.: Filed Certificate of Amendment to Certificate of Designations of Series H-7 Convertible Preferred Stock to permit additional procedures related to payment of installment amounts (effective 2024-02-09).

“On February 9, 2024, AYRO, Inc. (the “Company”) filed with the Secretary of State of the State of Delaware (the “Secretary of State”) a Certificate of Amendment of Certificate of Designations of Series H-7 Convertible Preferred Stock (the “Certificate of Amendment”), which became effective upon filing.”

Fabric.AI, Inc. shareholders approved Ratification of the appointment of Marcum LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023 at the 2023-12-20 meeting.

“For Against Abstain 3,362,443 32,323 23,175”

Fabric.AI, Inc. shareholders approved Approval, on an advisory basis, of the compensation paid to the Company's named executive officers at the 2023-12-20 meeting.

“For Against Abstain Broker Non-Votes 1,677,722 90,885 16,057 1,633,277”

Fabric.AI, Inc. shareholders approved Election of six directors to serve on the Company's board of directors for a term of one year or until their successors are elected and qualified at the 2023-12-20 meeting.

“Nominee Votes For Votes Withheld Broker Non-Votes Joshua Silverman 1,615,362 169,302 1,633,277 Wayne R. Walker 1,727,717 56,947 1,633,277 George Devlin 1,728,293 56,371 1,633,277 Sebastian Giordano 1,695,644 89,020 1,633,277 Zvi Joseph 1,648,270 136,394 1,633,277 Greg Schiffman 1,654,911 129,753 1,633,277”

Joshua Silverman was appointed as Principal Executive Officer and Executive Chairman at Fabric.AI, Inc..

“On December 14, 2023, the Board appointed Joshua Silverman, the Company’s current Chairman of the Board, to the position of Principal Executive Officer and Executive Chairman, effective as of the Effective Date.”

Thomas M. Wittenschlaeger resigned as Chief Executive Officer at Fabric.AI, Inc..

“On December 11, 2023, Thomas M. Wittenschlaeger, who served as Chief Executive Officer of AYRO, Inc. (the “Company”) and as a member of the Company’s board of directors (the “Board”), tendered his resignation from his roles as an officer, employee and director of the Company, effective as of December 13, 2023”

Fabric.AI, Inc. reported financial results for the third quarter ended September 30, 2023.

“On November 20, 2023, AYRO, Inc. issued a press release announcing its financial results for the third fiscal quarter ended September 30, 2023.”

Fabric.AI, Inc.: Adopted Third Amendment to Bylaws to change stockholder vote standard from majority of voting power present to majority of votes cast (excluding abstentions and broker non-votes) for matters other than director elections, with corresponding change for class votes (effective 2023-10-10).

“On October 8, 2023, the board of directors of AYRO, Inc. (the “Company”) approved the third amendment (the “Third Amendment”) to the amended and restated bylaws of the Company, as amended (the “Bylaws”), effective as of October 10, 2023.”

Fabric.AI, Inc.: Filed a share increase amendment to the certificate of incorporation to authorize an increase in common shares from 100,000,000 to 200,000,000, effective September 15, 2023 (effective 2023-09-15).

“On September 14, 2023, the Company filed the Share Increase Amendment with the Secretary of State of the State of Delaware to effect the Increase of Authorized Shares, effective as of 4:05 p.m. (New York time) on September 15, 2023.”

Fabric.AI, Inc.: Filed a reverse stock split amendment to the certificate of incorporation at a ratio of 1-for-8, effective September 15, 2023 (effective 2023-09-15).

“On September 14, 2023, the Company filed the Reverse Stock Split Amendment with the Secretary of State of the State of Delaware to effect the Reverse Stock Split, effective as of 4:00 p.m. (New York time) on September 15, 2023.”

Fabric.AI, Inc. shareholders approved Share Increase Proposal - approve Share Increase Amendment to increase authorized shares of Common Stock from 100,000,000 to 200,000,000 at the 2023-09-14 meeting.

“3. A proposal to approve the Share Increase Amendment and authorize the Board, at its discretion, to effect the Increase of Authorized Shares (the “Share Increase Proposal”); For Against Abstain Broker Non-Votes 40,714,087 3,447,437 210,439 0”

Fabric.AI, Inc. shareholders approved Reverse Stock Split Proposal - approve Reverse Stock Split Amendment and effect reverse stock split at the 2023-09-14 meeting.

“2. A proposal to approve the Reverse Stock Split Amendment and to effect, at the discretion of the Board but prior to the one-year anniversary of the date on which the Reverse Stock Split Amendment is approved by the Company’s stockholders at the Special Meeting, the Reverse Stock Split (the “Reverse Stock Split Proposal”). For Against Abstain 41,248,619 3,024,342 99,002”

Fabric.AI, Inc. shareholders approved Issuance Proposal - authorize issuance of shares of Common Stock underlying convertible preferred stock and warrants at the 2023-09-14 meeting.

“1. A proposal to authorize, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of Common Stock underlying shares of convertible preferred stock and warrants issued by the Company pursuant to the terms of that certain Securities Purchase Agreement, dated August 7, 2023, by and among the Company and the investors named therein, and an engagement agreement between the Company and Palladium Capital Group, LLC, in an amount equal to or in excess of 20% of the Common Stock outstanding before the issuance of such convertible preferred stock and warrants (including any amortization payments made to the holders of such convertible preferred stock in the form of issuance of shares of Common Stock and upon the operation of anti-dilution provisions contained in such convertible preferred stock and warrants) (the “Issuance Proposal”). For Against Abstain Broker Non-Votes 4,653,024 716,400 78,920 0”

Fabric.AI, Inc. reported financial results for the second quarter ended June 30, 2023.

“On August 14, 2023, AYRO, Inc. issued a press release announcing its financial results for the second fiscal quarter ended June 30, 2022.”

Fabric.AI, Inc. reported first fiscal quarter ended March 31, 2023 results: net income Net loss declined to ($5.5) million in the first quarter of 2023 vs. net loss of ($4.6) million in the prior year period.

“AYRO, Inc. (NASDAQ: AYRO) (“AYRO” or the “Company”), a designer and manufacturer of electric, purpose-built delivery vehicles and solutions for micro distribution, micro-mobility, and last-mile delivery, announces financial results for the quarter ended March 31, 2023. Recent Financial and Corporate Highlights: ● Net loss declined to ($5.5) million in the first quarter of 2023 vs. net loss of ($4.6) million in the prior year period”

Fabric.AI, Inc. terminated Master Procurement Agreement with Club Car LLC valued at Termination of exclusive right to sell AYRO 411 Fleet vehicles in North America; no termination pena (effective 2023-04-04).

“Company”), entered into a master procurement agreement (the “MPA”) with Club Car LLC (“Club Car”). The MPA grants Club Car the exclusive right to sell the Company’s 411 and 411x vehicles (the “AYRO 411 Fleet”) in North”

Fabric.AI, Inc. reported fiscal year ended December 31, 2022 results: revenue $3.0 million, net income ($22.9) million.

“FY2022 Financial Highlights: ● Revenue grew 11% YOY to $3.0 million in 2022 vs. $2.7 million in 2021 ● Net loss improved to ($22.9) million in 2022 vs. net loss of ($33.1) million in 2021”

Fabric.AI, Inc. shareholders approved Ratification of the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 at the 2022-12-14 meeting.

“(2) Ratification of the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022: Votes For Votes Against Votes Abstaining 13,041,915 482,740 205,725”

Fabric.AI, Inc. shareholders approved Election of seven directors to serve on the Board for a term of one year or until their successors are elected and qualified at the 2022-12-14 meeting.

“(1) Election of seven directors to serve on the Board for a term of one year or until their successors are elected and qualified: Nominee Votes For Votes Withheld Broker Non-Votes Thomas M. Wittenschlaeger 4,368,125 317,972 9,044,283 Joshua Silverman 2,322,219 2,363,878 9,044,283 Wayne R. Walker 4,174,103 511,994 9,044,283 George Devlin 4,228,364 457,733 9,044,283 Sebastian Giordano 4,230,879 455,218 9,044,283 Zvi Joseph 3,438,712 1,247,385 9,044,283 Greg Schiffman 3,396,369 1,289,728 9,044,283”

Fabric.AI, Inc. reported the quarter ended September 30, 2022 results: revenue approximately $373,000, net income ($5.7) million.

“mobility, and last-mile delivery, announces financial results for the quarter ended September 30, 2022. Recent Financial and Corporate Highlights: ● Revenue of approximately $373,000 ● Net loss of ($5.7) million in 3Q22 vs. net loss of ($12.0) million in 3Q21 ● Adjusted EBITDA loss of ($4.8) million in 3Q22 vs. an Adjusted EBITDA loss of ($8.2) million in”

David E. Hollingsworth was appointed as Chief Financial Officer at Fabric.AI, Inc..

“the Board appointed David E. Hollingsworth as Chief Financial Officer of the Company, effective as of August 22, 2022”

Richard Perley was terminated as Chief Marketing Officer at Fabric.AI, Inc..

“Richard Perley, who served as the Company’s Chief Marketing Officer, terminated his engagement with the Company.”

Brian Groh was terminated as Chief of Business Development at Fabric.AI, Inc..

“Brian Groh, who served as the Company’s Chief of Business Development, terminated his engagement with the Company.”

Curtis Smith resigned as Chief Financial Officer at Fabric.AI, Inc..

“Curtis Smith, who served as the Chief Financial Officer of AYRO, Inc. (the “Company”) resigned from his role as an officer and employee of the Company.”

Thomas M. Wittenschlaeger was elected as Director at Fabric.AI, Inc..

“the Board nominated six of them for re-election at the Annual Meeting, in addition to a new director nominee, Thomas M. Wittenschlaeger.”

Thomas M. Wittenschlaeger was appointed as Chief Executive Officer at Fabric.AI, Inc..

“On September 22, 2021, the Board appointed Thomas M. Wittenschlaeger as Chief Executive Officer of the Company, effective as of September 23, 2021, to serve until a successor is chosen and qualified, or until his earlier resignation or removal.”

Rodney C. Keller, Jr. resigned as President and Chief Executive Officer at Fabric.AI, Inc..

“On September 21, 2021 (the “Resignation Date”), Rodney C. Keller, Jr., who served as the President and Chief Executive Officer of AYRO, Inc. (the “Company”) and as a member of the Company’s board of directors (the “Board”), tendered his resignation from his roles as an officer, employee and director of the Company, effective immediately.”