AZIO AI Holdings, Inc. said it believes it had regained Nasdaq Capital Market’s $2.5 million minimum stockholders’ equity requirement as of October 26, 2026. The company’s stockholders’ equity was below that threshold in its Form 10-K for the year ended December 31, 2025. Nasdaq granted an extension requiring a public report by October 26, 2026, describing compliance and the transaction or event that led to it.
During the third quarter, the business combination with Azio AI Corporation resulted in issuance of 2,460,351 common shares and 973,450 shares of Series A Non-Voting Convertible Preferred Stock. The company also issued 450,000 common shares upon warrant exercises and approximately 920,000 common shares under its Amended and Restated Standby Equity Purchase Agreement with YA II PN, Ltd.; proceeds from the stock issuances were used to reduce principal debt under debentures issued to that investor. Nasdaq will continue monitoring compliance, and AZIO may be subject to delisting if its next periodic report does not evidence compliance.
AZIO AI Holdings, Inc. (AZIO) entered into an unsecured revolving credit facility with Azio Corporation for up to $2,300,000, inclusive of $2,225,000 in prior advances deemed loans as of October 21, 2026. The facility bears interest at 8.5% per annum; no principal or interest payments are due before maturity, which is the first business day following the one-year anniversary of the effective date. Borrowings may be used for working capital and other uses determined by AZIO’s board.
Chi Wei David Shiue, AZIO’s former Chief Business Development Officer, is Azio Corporation’s Chief Executive Officer and President and a majority shareholder. Shiue is also the sole member of Alora LLC, which is identified as a beneficial owner of more than 5% of AZIO’s outstanding common stock.
Azio AI Holdings asks stockholders to vote at its virtual November 2, 2026 annual meeting on conversion of Series A preferred stock, a possible reverse split, the 2026 equity plan, executive compensation and auditor ratification. The company completed its acquisition of Legacy Azio AI on July 2, 2026, issuing 2,460,351 common shares and 973,450 Series A preferred shares as merger consideration. If stockholders approve the conversion proposal, the preferred shares are convertible into a maximum of 97,345,000 common shares. The proposed reverse split, also subject to stockholder approval, would be within a 1-for-15 to 1-for-30 range, with the Board selecting the ratio. The Board recommends voting “FOR” proposals 2 through 6.
Common shares outstanding were 17,207,848 as of September 10, 2026. AZIO reported a six-month net loss of $10,624,339, $8,731,663 of cash used in operating activities, and an accumulated deficit of $123,212,799 as of June 30, 2026. It states substantial doubt exists about its ability to continue as a going concern within one year after filing its most recent quarterly report. Nasdaq granted an extension through October 26, 2026, subject to conditions, to regain stockholders’ equity compliance.
AZIO AI Holdings, Inc. entered into a standby equity purchase agreement with YA II PN, Ltd. under which it may require purchases of up to $50 million of common stock, subject to conditions and limits. The related $3.5 million prepaid advance comprises two tranches: $3.0 million was disbursed September 25, 2026, and $0.5 million will be advanced on the second trading day after the resale registration statement first becomes effective. Each tranche carries a 4% original issue discount. The notes bear 6% annual interest, increasing to 18% during an uncured Event of Default; conversion after a Payment Failure or uncured Event of Default is at 92% of the lowest daily VWAP during the prior five trading days, subject to an adjustable $0.26-per-share floor.
Advance shares are priced at 96% or 97% of Market Price, depending on the selected pricing period. While the notes or Yorkville debentures remain outstanding, advance proceeds must offset those balances unless YA II PN, Ltd. gives prior written consent. The Exchange Cap is 3,473,960 shares, or 19.99% of shares outstanding immediately before the agreement; stockholder approval or an average price of at least $1.30 per share for applicable sales permits issuance above it, subject to Nasdaq rules. AZIO agreed to file within 30 days a resale registration covering up to 28,000,000 shares and issued warrants for 1,735,758 shares at $0.01 each as commitment consideration.
Azio AI Holdings, Inc. (AZIO) has filed a preliminary proxy for its 2026 virtual annual meeting, asking stockholders to elect one Class III director, ratify TAAD LLP as auditor for 2026, approve a 2025 say‑on‑pay vote, and approve key capital structure changes.
The company seeks approval under Nasdaq Listing Rules 5635(a) and 5635(b) to issue common shares upon conversion of its Series A Non‑Voting Convertible Preferred Stock and to adopt the 2026 Equity Incentive Plan. It also requests authorization for a reverse stock split of common stock at a ratio between 1‑for‑15 and 1‑for‑30, at the Board’s discretion.
The proxy describes the July 2, 2026 acquisition of Legacy Azio AI Corporation, for which AZIO issued 2,460,351 common shares (19.9% of pre‑merger shares) and 973,450 Series A preferred shares, each convertible into 100 common shares subject to stockholder approval. Risk factors highlight a history of losses, a substantial accumulated deficit, going‑concern uncertainty, potential significant dilution from conversion of preferred stock and other convertible securities, and a Nasdaq stockholders’ equity deficiency with an extension to regain compliance by October 26, 2026.
AZIO AI HOLDINGS, INC. (AZIO) discloses that Paige Larry Gene II, who serves as a director of the company, has filed an initial statement of beneficial ownership on Form 3. The filing reports no equity transactions and shows no reportable holdings or derivative positions at this time.
AZIO AI HOLDINGS, INC. amended the terms of its Series A Non-Voting Convertible Preferred Stock on September 15, 2026. The company filed an amendment to the Certificate of Designation to revise the definition of a “Fundamental Transaction” for that preferred stock.
The new clause treats as a Fundamental Transaction any tender offer or exchange offer by the company that is completed and results in more than 50% of the common stock not held by the company being exchanged for or converted into other securities, cash or property. The amendment was approved by the board of directors and by unanimous consent of the Series A preferred holders and became effective upon filing with the Delaware Secretary of State.
AZIO AI HOLDINGS, INC. (symbol: AZIO) is the issuer of record for a Form 8-K/A filing submitted to the SEC.
AZIO AI HOLDINGS, INC. (AZIO) announced that, effective September 8, 2026, its Board of Directors appointed Larry G. Paige II as a Class III director, filling an existing vacancy with a term expiring at the 2026 annual meeting of stockholders.
Paige was also appointed to the Audit Committee and the Compensation Committee and named chair of the Nominating and Corporate Governance Committee. The Board determined he qualifies as an independent director under SEC and Nasdaq rules. The company highlights his more than three decades of experience in military logistics, federal contracting, energy resilience, AI and data systems, cybersecurity, and complex program execution.
Paige will receive compensation as a non-employee director in line with Azio’s existing non-employee director compensation policy, including a prorated cash retainer for the remainder of 2026. The company states there are no related-party arrangements or transactions tied to his appointment and no family relationships with current directors or executive officers.
AZIO AI HOLDINGS, INC. (AZIO) reports a change in its independent registered public accounting firm. On September 3, 2026, the Audit Committee chair dismissed Barton CPA, PLLC as auditor, and on September 8, 2026, the Audit Committee appointed TAAD LLP as the new auditor for the fiscal year ending December 31, 2026.
Barton’s audit reports for the years ended December 31, 2025 and 2024 contained an explanatory paragraph about substantial doubt regarding AZIO’s ability to continue as a going concern. AZIO also previously disclosed material weaknesses in internal control over financial reporting related to staff reductions, resignations, and increased reliance on outsourced help, which remained unremediated as of December 31, 2025. The company states there were no disagreements with Barton on accounting or auditing matters and has authorized Barton to fully cooperate with TAAD.