{"url_path":"/sec/evtv/8-k/2026-05-20/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 **         **Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-20","source_url":"https://www.sec.gov/Archives/edgar/data/1563568/0001437749-26-017874-index.html","accession_number":"0001437749-26-017874","cik":"0001563568","ticker":"EVTV","issuer_name":"AZIO AI HOLDINGS, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1563568/0001437749-26-017874-index.html","primary_entity_key":"0001563568","primary_entity_name":"Envirotech Vehicles, Inc."},"word_count":1266,"has_tables":true,"body_markdown":"**Item 1.01.**         **Entry into a Material Definitive Agreement.**\n\n \n\n**Agreement and Plan of Merger**\n\n \n\nOn May 19, 2026, Envirotech Vehicles, Inc., a Delaware corporation (\"EVTV\" or the \"Company\"), entered into an Agreement and Plan of Merger (the \"Merger Agreement\") by and among (i) the Company, (ii) Azio AI Corporation, a Delaware corporation (\"Azio AI\"), and (iii) EV-AZ Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (\"Merger Sub\"). Pursuant to the Merger Agreement, and subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will merge with and into Azio AI (the \"Merger\"), with Azio AI continuing as the surviving corporation and a wholly owned subsidiary of the Company (the \"Surviving Corporation\").\n\n \n\n*Merger Consideration*\n\n \n\nAt the effective time of the Merger (the \"Effective Time\"), each share of Azio AI common stock issued and outstanding immediately prior to the Effective Time (other than shares held in treasury or held by Azio AI or Merger Sub and shares for which appraisal rights are properly demanded and perfected in accordance with the Delaware General Corporation Law) will be converted into the right to receive a pro rata portion of an aggregate of 100,000,000 shares of EVTV common stock (the \"Merger Consideration\"). No fractional shares of EVTV common stock will be issued in the Merger, and any holder who would otherwise be entitled to receive a fractional share of EVTV common stock will instead receive the number of shares of EVTV common stock rounded to the nearest whole share.\n\nPrior to the date of the Merger Agreement, the Company delivered to Azio AI a cash deposit of $500,000 (the \"Deposit\").\n\n \n\n*Closing; Effective Time*\n\n \n\nThe closing of the Merger (the \"Closing\") is expected to occur on the third business day following the satisfaction or waiver of all conditions to closing set forth in the Merger Agreement (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions), or at such other time as the parties may agree in writing. The Merger will become effective upon the filing of a certificate of merger with the Secretary of State of the State of Delaware (or at such later time as may be specified in the certificate of merger).\n\n \n\nAt the Effective Time, (a) Merger Sub will merge with and into Azio AI and Azio AI will continue as the Surviving Corporation, (b) all property, rights, privileges, powers and franchises of Azio AI and Merger Sub will vest in the Surviving Corporation, and (c) all debts, liabilities and duties of Azio AI and Merger Sub will become those of the Surviving Corporation.\n\n \n\n*Board of Directors and Officers Following the Merger*\n\n \n\nPrior to the Closing, the Company's board of directors (the \"Board\") is required to take all actions necessary to, effective as of the Effective Time, expand the Board to seven directors to be comprised of two persons designated by Azio AI, one person designated by the Board, and four persons jointly agreed upon by Azio AI and the Company, who satisfy all applicable independence requirements of the Nasdaq Stock Market (“Nasdaq”) and the U.S. Securities and Exchange Commission (the “SEC”).\n\n \n\nThe Merger Agreement further contemplates that, effective as of the Effective Time, the following individuals will be appointed to serve as officers of the Company: Chris Young as Chief Executive Officer, Simon Yu as Chief Operations Officer, Jason Maddox as Chief Financial Officer, Elgin Tracy as President of Energy, David Shiue as Chief Business Development Officer, Gary Chen as Chief Product Officer, and Jenny Yang as Chief Administrative Officer. The Merger Agreement also provides that any directors and officers of the Company who will not continue in their positions following the Effective Time will resign effective as of the Closing.\n\n \n\n*Registration Statement; Proxy Statement; Stockholder Meeting*\n\n \n\nAs promptly as reasonably practicable following the date of the Merger Agreement, the Company and Azio AI will jointly prepare, and the Company will file with the SEC, a registration statement on Form S-4 (the \"Registration Statement\") containing a proxy statement/prospectus relating to the stockholder vote described below and registering the shares of EVTV common stock to be issued as Merger Consideration.\n\n \n\nThe Company will convene a meeting of its stockholders (the \"Stockholder Meeting\") to seek stockholder approval of the following proposals (collectively, the \"Transaction Proposals\"): (i) election of the directors of the Company effective as of the Closing, as contemplated by the Merger Agreement, (ii) approval of the issuance of shares of EVTV common stock in connection with the Merger, (iii) adoption of a new equity incentive plan in the form attached to the Merger Agreement, and (iv) approval and adoption of an amended and restated certificate of incorporation of the Company to, among other things, change the Company's name from \"Envirotech Vehicles, Inc.\" to \"Azio AI Holdings, Inc.\" and make such other changes as described in the form of amended and restated certificate of incorporation attached to the Merger Agreement.\n\n \n\n \n\n \n\n \n\n*Conditions to the Merger*\n\n \n\nConsummation of the Merger is subject to the satisfaction or waiver of customary conditions, including, among others: (i) receipt of the required approval of EVTV stockholders with respect to the issuance of shares of EVTV common stock in connection with the Merger (the “EVTV Stockholder Approval”), (ii) the Registration Statement having been declared effective by the SEC and no stop order or proceeding seeking a stop order being pending or threatened, (iii) the absence of any law or order of any governmental authority that prohibits, enjoins or makes illegal the consummation of the Merger, and (iv) the approval for listing on Nasdaq of the shares of EVTV common stock to be issued as Merger Consideration, subject to official notice of issuance, and the continued listing of EVTV common stock on Nasdaq.\n\n \n\n*Representations and Warranties; Covenants*\n\n \n\nThe Merger Agreement contains customary representations and warranties made by the parties to each other relating to their respective businesses and the transactions contemplated by the Merger Agreement. The Merger Agreement also contains customary covenants, including covenants relating to the conduct of business by Azio AI and the Company prior to the Closing and obligations of the parties to cooperate in seeking required regulatory approvals.\n\n \n\n*Termination*\n\n \n\nThe Merger Agreement may be terminated under certain circumstances, including by either party if: (i) the Effective Time has not occurred on or before December 31, 2026 (the \"Outside Date\"), subject to certain extensions and limitations set forth in the Merger Agreement, or (ii) the required approval of EVTV stockholders has not been obtained at the Stockholder Meeting (or any adjournment or postponement thereof).\n\n \n\nUpon a termination of the Merger Agreement under specified circumstances, including (i) termination by Azio AI due to a breach or default by the Company under certain circumstances, or (ii) termination by the Company due to the failure to obtain the EVTV Stockholder Approval or in order to enter into a definitive agreement with respect to a Superior Offer (as defined in the Merger Agreement), the Company would be required to pay Azio AI a termination fee equal to $500,000, and Azio AI would be entitled to retain the Deposit. Upon a termination of the Merger Agreement by the Company due to a breach or default by Azio AI under certain circumstances, Azio AI would be required to return the Deposit to the Company.\n\n \n\nThe foregoing description of the Merger Agreement is not complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and incorporated herein by reference."}