STOCK TITAN

Azio AI Holdings (AZIO) delays Q2 10-Q; prior $10.1M goodwill hit absent

(High)
(Negative)
Form Type
NT 10-Q

Rhea-AI Filing Summary

Azio AI Holdings, Inc. reported that it will miss the deadline for filing its Quarterly Report on Form 10‑Q for the quarter ended June 30, 2026 and is using the Rule 12b‑25 extension. Management cites the need for additional time to complete the final review of financial statements and other disclosures and expects to file within the five‑calendar‑day extension period.

The company also states that the Form 10‑Q will reflect a significant change in net loss versus the prior year period, primarily because a $10,103,048 goodwill impairment recorded for the six months ended June 30, 2025 did not recur for the six months ended June 30, 2026.

Positive

  • $10,103,048 goodwill impairment did not recur in 2026, which is expected to produce a significant change in net loss compared with the six months ended June 30, 2025.

Negative

  • The company failed to file its Form 10‑Q on time and requires a Rule 12b‑25 extension, citing the need for additional time to finalize financial statements and disclosures.

Filing Explained

The August 14, 2026 late-filing notice says AZIO AI Holdings cannot yet reasonably estimate the quarter’s results while completing its review; the Form 10-Q, expected within five calendar days, is needed to establish the final figures.

Reporting period end June 30, 2026 Quarterly Report on Form 10-Q subject to the late-filing notification
Goodwill impairment $10,103,048 Recorded for the six months ended June 30, 2025 and not incurred in the six months ended June 30, 2026
Extension period five calendar days Expected filing window under Rule 12b-25 for the delayed Form 10-Q
Rule 12b-25 regulatory
"the five calendar day extension period provided under Rule 12b-25"
Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.
goodwill impairment financial
"due to an impairment of goodwill of $10,103,048 for the six months"
Goodwill impairment occurs when a company’s valued reputation or brand strength, known as goodwill, is found to be worth less than previously recorded on its financial statements. This usually happens when the company's performance declines or market conditions change, signaling that the expected benefits from acquisitions or brand value are no longer as strong. It matters to investors because it can indicate that a company's assets are less valuable than initially thought, potentially affecting its overall financial health.
net loss financial
"significant changes in the Company’s net loss from the corresponding period"
Net loss is the amount by which a company’s total costs and expenses exceed its total income during a reporting period, after taking into account taxes and one‑time items. It matters to investors because repeated or large net losses can shrink a company’s cash and owner value, reducing its ability to pay dividends, invest for growth or borrow money — like a household spending more than it earns and dipping into savings to cover the shortfall.
forward-looking statements regulatory
"includes information that constitutes forward-looking statements within the meaning"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

Why did Azio AI Holdings (AZIO) delay its Form 10-Q for June 30, 2026?

Azio AI delayed its Form 10-Q because it needs more time to complete final review of its financial statements and disclosures. The company states that filing within the Rule 12b-25 five-day extension period is expected, citing unreasonable effort and expense to file by the original deadline.

When does Azio AI Holdings (AZIO) expect to file the late Q2 2026 Form 10-Q?

Azio AI expects to file the delayed Form 10-Q within the five calendar day extension allowed under Rule 12b-25. This applies to its quarterly report for the period ended June 30, 2026, which could not be completed by the original SEC due date.

What significant change in results does Azio AI (AZIO) anticipate for the June 30, 2026 quarter?

Azio AI anticipates a significant change in net loss compared with the prior-year period because a $10,103,048 goodwill impairment recognized for the six months ended June 30, 2025 did not occur in the six months ended June 30, 2026.

Can Azio AI Holdings (AZIO) estimate its Q2 2026 results of operations now?

Azio AI reports that it cannot yet provide reasonable estimates of changes in results of operations. The company says it needs more time to complete financial statement preparation and review, even though it expects a significant impact from the absence of the prior-year goodwill impairment.

Does Azio AI (AZIO) explain the prior goodwill impairment affecting its comparative results?

Azio AI notes a $10,103,048 goodwill impairment recorded for the six months ended June 30, 2025. This impairment will not recur in the six months ended June 30, 2026, and the company cites this as the main driver of the expected significant change in net loss.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates

 

 

SEC FILE NUMBER

001-38078

 

CUSIP NUMBER

29414V 308

   

 

UNITED STATES

SECURITIES AND EXCHANGE

COMMISSION

Washington, D.C. 20549

FORM 12b-25

 

NOTIFICATION OF LATE FILING

 

(Check One):

☐  Form 10-K

☐ Form 20-F

☐ Form 11-K

☒  Form 10-Q

☐ Form 10-D

☐ Form N-CEN

☐ Form N-CSR

         

 

 

 

For Period Ended: June 30, 2026

   

Transition Report on Form 10-K

Transition Report on Form 20-F

Transition Report on Form 11-K

Transition Report on Form 10-Q

 

For the Transition Period Ended: 

 

 

Nothing in this form shall be construed to imply that the Commission

has verified any information contained herein.

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

 

PART I - REGISTRANT INFORMATION

 

Azio AI Holdings, Inc.

Full Name of Registrant

 

Not applicable

Former Name if Applicable

 

7510 Ardmore Street

Address of Principal Executive Office (Street and Number)

 

Houston, TX 77054

City, State and Zip Code

 

 

 

PART II - RULES 12b-25(b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

 

(a)

The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;

     

(b)

The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and

     
 

(c)

The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

PART III - NARRATIVE

 

State below in reasonable detail why the Form 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR or the transition report portion thereof, could not be filed within the prescribed time period. (Attach extra sheets if needed.)

 

Azio AI Holdings, Inc., a Delaware corporation (the “Company”), is unable to file, its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 (the “Form 10-Q”), within the prescribed time period without unreasonable effort and expense, because it needs additional time to complete its final review of its financial statements and other disclosures in the Form 10-Q. The Company currently expects to file the Form 10-Q within the five calendar day extension period provided under Rule 12b-25 of the Securities Exchange Act of 1934, as amended.

 

PART IV - OTHER INFORMATION

 

(1)

Name and telephone number of person to contact in regard to this notification

 

Jason Maddox

 

870

 

970-3355

(Name)

 

(Area Code)

 

(Telephone Number)

 

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).

 

Yes ☒ No ☐

 

 

 

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

 

Yes ☒ No ☐

   
 

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 

The Company expects that the results of operations to be included in the Form 10-Q will reflect significant changes in the Company’s net loss from the corresponding period for the last fiscal year due to an impairment of goodwill of $10,103,048 for the six months ended June 30, 2025 that did not occur for the six months ended June 30, 2026. The Company is unable to provide reasonable estimates regarding the changes in results of operations because the Company requires additional time to complete certain items with respect to its financial statement preparation and review processes.

 

Cautionary Notice Regarding Forward-Looking Statements

 

This Form 12b-25 includes information that constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on the Company’s current beliefs, assumptions and expectations regarding future events, which in turn are based on information currently available to the Company. Such forward-looking statements include statements regarding the Company’s ability to file the Form 10-Q with the SEC within the expected time period and the Company’s expectations regarding the financial results to be included in the Form 10-Q. By their nature, forward-looking statements address matters that are subject to risks and uncertainties. A variety of factors could cause actual events and results to differ materially from those expressed in or contemplated by the forward-looking statements. These factors include, without limitation, the risk that additional or different information may become known prior to the expected filing of the Form 10-Q. Other risks affecting the Company are discussed in the Company’s filings with the SEC. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by applicable laws.

 

 

 

Azio AI Holdings, Inc.

(Name of Registrant as Specified in Charter)

 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: August 14, 2026

By:

/s/ Jason Maddox

 

Name:

Jason Maddox

 

Title:

Chief Financial Officer