{"url_path":"/sec/evtv/8-k/2026-07-06/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":"2026-07-06","source_url":"https://www.sec.gov/Archives/edgar/data/1563568/0001437749-26-022681-index.html","accession_number":"0001437749-26-022681","cik":"0001563568","ticker":"EVTV","issuer_name":"AZIO AI HOLDINGS, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1563568/0001437749-26-022681-index.html","primary_entity_key":"0001563568","primary_entity_name":"Envirotech Vehicles, Inc."},"word_count":1292,"has_tables":true,"body_markdown":"**Item 1.01. **         **Entry into a Material Definitive Agreement.**\n\n \n\n***Amended and Restated Agreement and Plan of Merger***\n\n \n\nOn July 2, 2026, Envirotech Vehicles, Inc., a Delaware corporation (“EVTV” or the “Company”), acquired Azio AI Corporation, a Delaware corporation (“Azio AI”), in accordance with the terms of the Amended and Restated Agreement and Plan of Merger, dated July 2, 2026 (the “Merger Agreement”), by and among the Company, Azio AI, EV-AZ Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“First Merger Sub”), and Azio AI, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“Second Merger Sub”). Pursuant to the Merger Agreement, (i) First Merger Sub merged with and into Azio AI, pursuant to which Azio AI was the surviving corporation and became a wholly owned subsidiary of the Company (the “First Merger”) and (ii) immediately following the effective time of the First Merger (the “First Effective Time”), Azio AI merged with and into Second Merger Sub, pursuant to which Second Merger Sub was the surviving entity (the “Surviving Entity”) and became a wholly owned subsidiary of the Company (the “Second Merger” and, together with the First Merger, the “Mergers” and such effective time, the “Second Effective Time” ). The Merger Agreement amends and restates in its entirety the prior merger agreement between the parties which was entered into and announced on May 19, 2026. The Merger is intended to constitute an integrated transaction that qualifies as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986 for U.S. federal income tax purposes.\n\n \n\nUnder the terms of the Merger Agreement, in connection with the closing of the Merger (the “Closing”) and the First Effective Time, the Company issued to the holders of shares of Azio AI common stock issued and outstanding immediately prior to the First Effective Time (the “Azio AI Stockholders”) (other than shares held in treasury or held by Azio AI) (i) 2,460,351 shares of the Company’s common stock, par value $0.00001 per share (the “Common Stock”), which such number of shares represented a number of shares equal to no more than (a) 19.9% (the “Exchange Cap”) of the outstanding shares of Common Stock immediately prior to the First Effective Time, minus (b) 194,807 shares of Common Stock issuable upon conversion of the $150,000 aggregate principal amount of outstanding convertible notes of Azio AI being assumed by the Company as of the Closing (the “Assumed Convertible Notes”), and (ii) 973,450 shares of the Company’s Series A Non-Voting Convertible Preferred Stock, par value $0.00001 per share (the “Series A Preferred Stock”) (such aggregate shares in (i) and (ii) collectively, the “Merger Consideration”). No fractional shares of Common Stock and Series A Preferred Stock were issued in connection with the First Merger. Any fractional shares that a holder would otherwise be entitled to receive were aggregated and any remaining fractional shares were rounded up to the nearest whole share.\n\n \n\nEach share of Series A Preferred Stock will be convertible into 100 shares of Common Stock upon approval by the Company’s stockholders of the Conversion Proposal (as defined below). Reference is made to the discussion of the Series A Preferred Stock in Item 5.03 of this Current Report on Form 8-K, which is incorporated herein by reference.\n\n \n\nPursuant to the Merger Agreement, the Company will use reasonable best efforts to call and hold, as soon as practicable after the execution of the Merger Agreement, a meeting of its stockholders (the “Stockholders Meeting”) for the purpose of seeking: (i) the approval of the conversion of the Series A Preferred Stock into shares of Common Stock in accordance with Nasdaq Listing Rule 5635 (the “Conversion Proposal”), (ii) approval of the adoption by the Company of the Azio AI Holdings, Inc. 2026 Equity Incentive Plan attached as Exhibit B to the Merger Agreement, and (iii) approval of the Amended and Restated Certificate of Incorporation of the Company attached as Exhibit C to the Merger Agreement to, among other things, change the Company’s name to “Azio AI Holdings, Inc.” and make such other changes as set forth therein (the proposals in (i) through (iii) above, the “Transaction Proposals”).\n\n \n\nThe board of directors of the Company (the “Board”) approved the Merger Agreement and the related transactions, and the Closing was not subject to approval by the Company’s stockholders.\n\n \n\nThe foregoing description of the Mergers and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.\n\n \n\n \n\n \n\n \n\nThe Merger Agreement has been included to provide investors and securityholders with information regarding its terms. It is not intended to provide any other factual information about the Company or Azio AI. The Merger Agreement contains representations, warranties and covenants that the Company and Azio AI made to each other as of specific dates. The assertions embodied in those representations, warranties and covenants were made solely for purposes of the Merger Agreement between the Company and Azio AI and may be subject to important qualifications or limitations agreed to by the Company and Azio AI in connection with negotiating its terms, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Merger Agreement. Moreover, the representations and warranties may be subject to a contractual standard of materiality that may be different from what may be viewed as material to investors or securityholders, or may have been used for the purpose of allocating risk between the Company and Azio AI rather than establishing matters as facts, and information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement.\n\n \n\n***Support Agreements***\n\n \n\nIn connection with the execution of the Merger Agreement, the Company and Azio AI entered into a support agreement, dated as of July 2, 2026 (the “Support Agreement”), with the Company’s officers and directors as of immediately prior to the First Effective Time. Subject to the terms and conditions set forth therein, the Support Agreement provides that, among other things, each of the officers and directors party thereto has agreed to vote or cause to be voted all of the shares of Common Stock owned by such stockholder in favor of the Transaction Proposals at the Stockholders Meeting.\n\n \n\nThe foregoing description of the Support Agreement does not purport to be complete and is qualified in its entirety by reference to the form of the Support Agreement, which is attached as Exhibit A to the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.\n\n \n\n***Registration Rights Agreement***\n\n \n\nOn July 2, 2026, in connection with the execution of the Merger Agreement, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Azio AI Stockholders. The Registration Rights Agreement provides for, among other things, certain demand and “piggy-back” registration rights of the Azio AI Stockholders.\n\n \n\nThe Company has granted to the Azio AI Stockholders customary indemnification rights in connection with the Company’s obligations under the Registration Rights Agreement. The Company has also agreed to pay all fees and expenses (excluding any underwriting discounts and selling commissions and any legal fees of any selling Azio AI Stockholder) incident to the Company’s obligations under the Registration Rights Agreement.\n\n \n\nThe foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Registration Rights Agreement, which is attached as Exhibit E to the Merger Agreement, which is filed as Exhibit 2.1, to this Current Report on Form 8-K and incorporated herein by reference."}