{"url_path":"/sec/evtv/8-k/2026-07-06/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 **         **Unregistered Sales of Equity Securities.**","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":160,"has_tables":true,"body_markdown":"**Item 3.02. **         **Unregistered Sales of Equity Securities.**\n\n \n\nThe information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The Merger Consideration issued in the Mergers were, and the shares of Common Stock to be issued upon conversion of the Assumed Convertible Notes, will be offered and sold in transactions exempt from registration under the Securities Act of 1933, as amended (“Securities Act”), in reliance on Section 4(a)(2) thereof and/or Regulation D thereunder, in each case, as transactions by an issuer not involving a public offering. Each of the Azio AI Stockholders and the holders of the Assumed Convertible Notes has represented that it was an “accredited investor” as defined in Regulation D. Such securities have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws."}