false
0001563568
0001563568
2026-11-02
2026-11-02
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): November 2, 2026
AZIO AI HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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001-38078
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46-0774222
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(Commission File Number)
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(IRS Employer Identification No.)
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7510 Ardmore Street
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Houston, TX
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77054
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(Address of Principal Executive Offices)
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(Zip Code)
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(870) 970-3355
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common stock, $0.00001 par value
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AZIO
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Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
On November 2, 2026, Azio AI Holdings, Inc., a Delaware corporation (the “Company”), commenced its 2026 Annual Meeting of Stockholders (the “Annual Meeting”), as previously scheduled, and adjourned the Annual Meeting, without any proposals being voted upon, until November 13, 2026, at 9:00 a.m., Pacific Time, due to a lack of quorum. The Annual Meeting was adjourned to allow the Company’s stockholders additional time to vote on the proposals described in the Company’s proxy statement for the Annual Meeting.
The close of business on September 10, 2026, will continue to be the record date for the determination of stockholders of the Company entitled to vote at the Annual Meeting. Stockholders may cast their votes by visiting https://www.iproxydirect.com/aazio before the reconvened Annual Meeting or HTTPS://EDGE.MEDIA-SERVER.COM/MMC/GO/AZIO2026AGM during the reconvened Annual Meeting. Stockholders of the Company who have previously submitted their proxies or otherwise voted and who do not want to change their vote do not need to take any action. During the period of the adjournment, the Company will continue to solicit votes from its stockholders with respect to the proposals for the Annual Meeting.
The Company has engaged a proxy solicitor, InvestorCom LLC, to assist the Company’s Board of Directors and management in obtaining adequate votes to achieve the required quorum for the Annual Meeting. The Company will bear the costs of solicitation and estimates that its proxy solicitation fees payable to InvestorCom LLC will total approximately $12,500, plus customary out-of-pocket expenses.
The Company encourages all stockholders of record as of the close of business on September 10, 2026, who have not yet voted, to do so by November 12, 2026, at 11:59 p.m., Eastern Time. Notwithstanding the foregoing, any votes properly received before the close of the adjourned Annual Meeting on November 13, 2026, will be accepted.
Additional Information and Where to Find It
This document may be deemed to be solicitation material in respect of the Annual Meeting to be held on November 13, 2026. The Company previously filed a definitive proxy statement with the U.S. Securities and Exchange Commission (the “SEC”) on October 9, 2026. BEFORE MAKING ANY VOTING DECISIONS, SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE ADJOURNED MEETING. The definitive proxy statement has been mailed to stockholders who are entitled to vote at the Annual Meeting. No changes have been made in the proposals to be voted on by stockholders at the Annual Meeting. The Company’s proxy statement and any other materials filed by the Company with the SEC can be obtained free of charge at the SEC’s website at www.sec.gov.
Participants in the Solicitation
The Company and its directors and executive officers may be considered participants in the solicitation of proxies from the Company’s stockholders in respect of the adjourned Annual Meeting. Information about the directors and executive officers of the Company is set forth in its Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on April 13, 2026, and in subsequent Quarterly Reports on Form 10-Q and other documents filed by the Company from time to time with the SEC. Additional information regarding the persons who may be deemed participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, was also included in the definitive proxy statement filed by the Company with the SEC on October 9, 2026. You may obtain free copies of these documents as described above.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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AZIO AI HOLDINGS, INC.
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Date: November 2, 2026
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By:
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/s/ Jason Maddox
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Jason Maddox
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Chief Financial Officer
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