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Azio AI Holdings, Inc. 8-K Filings

EVTV NASDAQ

Every 8-K that Azio AI Holdings, Inc. (EVTV) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow EVTV and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full EVTV filings page.

Rhea-AI Summary

Azio AI Holdings, Inc., formerly Envirotech Vehicles, Inc., changed its corporate name and will trade on Nasdaq under the new ticker symbol “AZIO” beginning at the open on July 13, 2026. The name and ticker changes follow the completed merger with Azio AI and reflect a strategic focus on AI data centers, enterprise GPU compute, digital power solutions, and related infrastructure services.

The company entered into an AI infrastructure hosting agreement with Power Champion Investment Limited covering an initial 3.1 MW GPU deployment, which is expected to generate approximately $27.9 million in capacity reservation charges over the initial contract term. The agreement includes expansion rights up to 12 MW, which the company estimates could increase total potential contract value to about $100 million, although there is no assurance that any expansion rights will be exercised. The agreement is described as the company’s first long-term contracted AI hosting relationship and is supported by an initial customer deposit.

On July 7, 2026, the board appointed Chief Executive Officer Chris Young as Chairman of the Board, consolidating leadership roles as the business rebrands and pivots fully into an integrated AI infrastructure platform.

Rhea-AI Summary

Envirotech Vehicles, Inc. has completed its merger with Azio AI Corporation and is pivoting into AI infrastructure and data center operations. The deal closed on July 2, 2026 under an amended and restated merger agreement, allowing the combined company to begin operating as a fully integrated public company sooner than originally planned.

The business is now focused on AI data centers, enterprise GPU compute, digital power solutions, power hosting, and digital asset mining. The company reports deployment of six megawatts of off-grid power at its South Texas site and rights to a 548-acre site with capacity to scale up to 500 MW of power for future AI hyperscale data centers.

Leadership has been restructured: Phillip Oldridge stepped down as Chief Executive Officer, Jason Maddox continues as Chief Financial Officer, and the board appointed Simon Yu as President and Chris Young as Chief Executive Officer. The company expects to file a proxy statement seeking stockholder approval to convert Series A Non-Voting Convertible Preferred Stock issued in the transaction into common stock in accordance with Nasdaq Listing Rule 5635.

Rhea-AI Summary

Envirotech Vehicles, Inc. completed its acquisition of Azio AI Corporation through a two-step merger, making Azio AI a wholly owned subsidiary. At closing, EVTV issued 2,460,351 shares of common stock and 973,450 shares of Series A Non-Voting Convertible Preferred Stock as merger consideration, structured to stay within a 19.9% exchange cap.

Each Series A preferred share will be convertible into 100 common shares if stockholders approve a conversion proposal at a future meeting. EVTV also entered into a registration rights agreement with former Azio AI stockholders and obtained support agreements from its existing officers and directors to vote in favor of the transaction proposals.

The deal brings a major leadership change: former CEO Phillip W. Oldridge resigned, and Chris Young, previously Azio AI’s CEO, became EVTV’s Chief Executive Officer and a Class II director, with a new senior management team appointed across key roles.

Rhea-AI Summary

Envirotech Vehicles, Inc. has amended its Amended and Restated Bylaws, effective June 27, 2026, to change the definition of a stockholder quorum. Going forward, a quorum for stockholder meetings will be met when holders of one-third of the shares entitled to vote are present in person or by proxy, unless a higher threshold is required by law, the certificate of incorporation, or the bylaws.

The same one-third standard applies when a separate vote of a particular class or series of shares is required, again subject to any higher requirement under applicable law or governing documents. The full text of the amended bylaws is filed as an exhibit to this report.

Rhea-AI Summary

Envirotech Vehicles agreed to merge with Azio AI, transforming the company into an AI infrastructure and compute platform. EVTV will issue an aggregate 100,000,000 shares of common stock to Azio AI stockholders, who are expected to own about 89% of the combined company, with current EVTV holders at roughly 11% on a basic basis at closing.

The merger is subject to EVTV stockholder approval, SEC effectiveness of a Form S-4 registration statement, Nasdaq listing of the new shares, and other customary conditions. EVTV previously delivered a $500,000 cash deposit to Azio AI and may owe a $500,000 termination fee in certain break scenarios, with Azio AI retaining the deposit.

Post-closing leadership is expected to shift to an Azio AI-designated team, and the board will expand to seven members. In parallel, EVTV detailed rich services and employment arrangements for key executives, including $500,000 annual base compensation, sizable severance protections, and grants of 1,500,000 EVTV shares upon a Change in Control for each of three senior leaders. The press release highlights approximately 11 MW of secured power capacity, hardware orders for an initial 6 MW, a potential pipeline of up to about 500 MW of additional capacity at the same site, and deposits tied to an initial AI infrastructure order valued at roughly $118 million.

Rhea-AI Summary

Envirotech Vehicles, Inc. received a Nasdaq notice on April 29, 2026 stating that stockholders’ equity reported in its Form 10-K for the year ended December 31, 2025 was below the $2,500,000 minimum required under Nasdaq Listing Rule 5550(b)(1).

The company also does not meet Nasdaq’s alternative continued listing standards for market value of listed securities or net income from continuing operations. Trading of its common stock on The Nasdaq Capital Market continues for now while the company works to regain compliance.

Envirotech has until June 13, 2026 to submit a compliance plan. If Nasdaq accepts the plan, the company may have until October 26, 2026 to meet the equity requirement, though there is no assurance the plan will be accepted or that compliance will be regained.

Rhea-AI Summary

Envirotech Vehicles, Inc. entered a financing deal with YA II PN, Ltd. for up to $11,000,000 in debentures issued in two tranches. The initial $4,000,000 tranche closed on March 6, 2026, with a second $7,000,000 tranche tied to effectiveness of a resale registration statement.

The debentures are sold at 96% of principal, bear 5.0% annual interest (rising to 18.0% upon certain defaults), and mature on March 6, 2027. Envirotech expects approximately $10.5 million in gross proceeds after a $25,000 fee. Principal is repaid in monthly installments plus interest, beginning no later than June 6, 2026, with any remaining balance due at maturity.

As a commitment fee, the company issued warrants to the buyer to purchase up to 1,291,778 common shares at $0.01 per share, exercisable immediately for 60 months. The debentures are redeemable early at Envirotech’s option, and the warrants and related shares rely on a private offering exemption under Section 4(a)(2) of the Securities Act.

Rhea-AI Summary

Envirotech Vehicles, Inc. reported that it is no longer in full compliance with certain Nasdaq corporate governance listing rules after director Melissa Barcellos left the Board at the 2025 Annual Meeting. Her departure means the Board no longer has a majority of independent directors and the Audit Committee has fewer than three qualified members, which is required by Nasdaq Listing Rules 5605(b)(1) and 5605(c)(2)(A). Nasdaq’s Listing Qualifications Department granted a cure period, allowing the company to regain compliance by the earlier of its next annual meeting or February 3, 2027, or by August 3, 2026 if the next annual meeting occurs before that date. The company states it intends to add a new independent director who meets Nasdaq requirements before the cure period expires. Envirotech also disclosed that Nasdaq has confirmed the company has regained compliance with Listing Rule 5620(a) after it successfully reconvened and held its delayed 2025 Annual Meeting on February 3, 2026.

Rhea-AI Summary

Envirotech Vehicles, Inc. held its 2025 Annual Meeting of Stockholders on February 3, 2026 after prior adjournments for lack of quorum. Stockholders approved an amendment to the 2017 Equity Incentive Plan, increasing the shares of common stock available under the plan by 890,000 and extending the plan’s expiration and evergreen feature. They also elected Jason Maddox as a Class II director for a term ending at the 2028 annual meeting, ratified Barton CPA, PLLC as independent auditor for the year ending December 31, 2025, and approved on an advisory basis the 2024 compensation of named executive officers.

Rhea-AI Summary

Envirotech Vehicles, Inc. received a notice from Nasdaq that it is not in compliance with Nasdaq Listing Rule 5620(a) because it has not held its annual stockholder meeting within twelve months of its fiscal year end. The company has 45 days from January 15, 2026, to submit a compliance plan, and, if accepted, may have until June 29, 2026, to regain compliance by holding the meeting.

The 2025 Annual Meeting, originally set for December 30, 2025, was adjourned first to January 20, 2026, and then again to February 3, 2026, due to a lack of quorum. Envirotech is actively soliciting additional votes, has retained proxy solicitor InvestorCom LLC for an estimated fee of about $12,500 plus expenses, and is encouraging stockholders of record as of November 13, 2025, to vote before the reconvened meeting.

Rhea-AI Summary

Envirotech Vehicles, Inc. reports that its stockholders’ equity now exceeds the $2.5 million minimum required for continued listing on the Nasdaq Capital Market under Listing Rule 5550(b)(1). The company previously reported stockholders’ equity of approximately $1,862,000 as of September 30, 2025. During the fourth quarter of 2025, it fully repaid an aggregate principal amount of $2,850,000 of outstanding convertible promissory notes, including accrued interest, under its Amended and Restated Standby Equity Purchase Agreement with YA II PN, Ltd. The company also issued advance notices under this agreement in the fourth quarter of 2025 and first quarter of 2026, generating gross proceeds of about $3,100,000 and issuing 5,431,083 shares of common stock. The company cautions there is no assurance it will maintain this equity level in the future.

Rhea-AI Summary

Envirotech Vehicles, Inc. reported that board member Melissa Barcellos has notified the company she will not stand for re-election as a Class II director at the 2025 Annual Meeting of Stockholders. She has served on the Board since March 2021, including roles on the Audit and Compensation Committees and as chair of the Nominating and Corporate Governance Committee. The company states that her decision is not based on any disagreement with Envirotech Vehicles, and she will continue to serve as a director until the end of her current term at the Annual Meeting.

Rhea-AI Summary

Envirotech Vehicles (EVTV) amended its Maddox Industries acquisition terms. The company extended the earnout period tied to the October 2024 purchase of Maddox Industries, moving the end date to June 17, 2026. Earnout payments remain calculated monthly based on gross revenue received in respect of Closing Receivables, with an aggregate cap of $1 million.

Any earnout during the extended window follows the original agreement’s terms. Jason Maddox, the seller and former CEO of Maddox Industries, is a current director and Interim CFO of EVTV and CEO of Maddox Defense. Maddox Industries has a Manufacturing Agreement dated September 9, 2024 with Maddox Defense for medical gowns, and EVTV subleases a Houston facility from Maddox Defense for medical supplies operations.

Rhea-AI Summary

Envirotech Vehicles, Inc. appointed Jason Maddox as a Class II director effective August 6, 2025; he will serve until the 2025 annual meeting and was not assigned to any board committees. Mr. Maddox already serves as the company’s President and Interim Chief Financial Officer and previously led Maddox Defense and Maddox Industries.

The filing discloses the Company’s December 18, 2024 acquisition of Maddox Industries for 3,100,000 shares (approximately $4.3 million based on the closing price at closing) plus an earnout of up to $1 million, of which no payments were earned. It also reports related-party commercial activity: approximately $705,341 received from Maddox Defense and about $483,388 reimbursed to Maddox Defense through August 11, 2025. Mr. Maddox will receive no additional compensation for serving as a director.