{"url_path":"/sec/evtv/8-k/2026-07-06/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 **         **Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.**","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":1498,"has_tables":true,"body_markdown":"**Item 5.02. **         **Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.**\n\n \n\n***Resignation of Phillip W. Oldridge***\n\n \n\nIn accordance with the Merger Agreement, effective upon the Closing, Phillip W. Oldridge resigned from his positions as Chairman and director of the Board and any respective committees thereto of which he was a member, and as Chief Executive Officer of the Company. His resignation was not the result of any disagreements with the Company relating to the Company’s operations, policies or practices.\n\n \n\n***Appointment of Class II Director***\n\n \n\nIn accordance with the Merger Agreement, effective immediately following the Closing, Chris Young was appointed to the Board as a Class II director of the Company to serve until the 2028 annual meeting of stockholders of the Company and until his successor is duly elected and qualified, or until his earlier death, resignation or removal.\n\n \n\n***Officer Appointments***\n\n \n\nIn accordance with the Merger Agreement, effective immediately following the Closing, the Board appointed Chris Young as Chief Executive Officer of the Company, Simon Yu as President of the Company, Jason Maddox as Chief Financial Officer of the Company, David Shiue as Chief Business Development Officer of the Company, Gary Chen as Chief Product Officer, and Jenny Yang as Chief Administrative Officer of the Company.\n\n \n\n***Biographies of Principal Executive Officer, President, and Principal Financial Officer***\n\n \n\n**Chris Young**\n\n \n\nChris Young is a serial entrepreneur, operator, early-stage investor, and strategic advisor with nearly two decades of experience founding, building, and advising high-growth technology and consumer brands. Mr. Young most recently served as Chief Executive Officer and Chairman of the Board of Directors of Azio AI from October 2025 until it was acquired by the Company in July 2026. He has served as an operator in the pre-seed and seed stages of eight startups, four of which achieved profitable exits, and has been involved in raising more than $245 million in pre-seed, seed, and Series A capital for startups and publicly traded companies. From March 2020 to October 2021, he was co-founder and President of Clubhouse Media Group, which reached a peak market capitalization of more than $2 billion and which he helped build into one of the largest publicly traded influencer-marketing agencies through strategic acquisitions and partnerships with leading creators and consumer brands. From January 2018 to January 2019, he served as Chief Strategy Officer of Cannabis Strategic Ventures, which reached a peak market capitalization of more than $1 billion, later serving as its Strategy Consultant from June 2019 to July 2022, and he co-founded one of the first California-based cannabis companies to trade on the U.S. OTC public markets. Since 2012, Mr. Young has been of counsel to Harris Tulchin & Associates Ltd., where his practice focuses on corporate and intellectual property law, and since December 2019 he has served as Director of Legal and Compliance at Kingdom Realty Group in the Commercial Real Estate sector. His earlier ventures include WHIPP, a parking-technology company which was acquired by Republic Parking and Classic Parking, and FD9 Group, a fashion tech company which developed brands for Paris Hilton and Yolanda Hadid and was distributed through Neiman Marcus, Nordstrom, and other national retailers. Since June 2016, Mr. Young has served as a Resident Advisor at Amplify.LA, a Los Angeles-based venture capital firm, where he advises early-stage technology and consumer companies — including artificial intelligence and software startups — on corporate strategy, business development, fundraising, and go-to-market execution, and where his advisory work has included supporting the strategic development and marketing of C4 Energy prior to its partial acquisition by Keurig Dr Pepper. Mr. Young holds a Bachelor of Arts in International Politics from Occidental College, a Juris Doctor from Southwestern Law School, and an Executive Master of Business Administration from the University of Southern California.\n\n \n\n \n\n \n\n \n\n**Simon Yu**\n\n \n\nSimon Yu is a serial entrepreneur, early-stage venture investor, and public markets operator with almost a decade of experience taking companies public, executing capital raises, and scaling businesses. Mr. Yu most recently served as Chief Operating Officer of Azio AI from October 2025 until it was acquired by the Company in July 2026. He has previously served as founder, CEO, and board member at Cannabis Strategic Ventures and co-founder, COO, and board member at Clubhouse Media Group, which reached peak market capitalizations of more than $1 billion and $2 billion, respectively. Mr. Yu has led legal, accounting, and advisory teams in connection with Regulation A+ Tier 2 offerings, PCAOB audits, and quarterly and annual public company reporting for multiple issuers, alongside leading M&A transactions. Over the past five years, Mr. Yu has worked as an independent consultant advising startups and publicly traded companies. He served as Head of Investments and Partnerships at Expert Dojo, an early-stage venture capital firm, from August 2023 to May 2024, and was appointed as an Entrepreneur in Residence at the University of Southern California in May 2024, a role he continues to hold. From May 2025 to January 2026, he joined ECGI Holdings to launch Uplist Ventures, where he served as CEO. In May 2025, he also joined Tech Coast Angels, where he continues to evaluate startup investment opportunities in artificial intelligence, software-as-a-service, and B2B technology. Mr. Yu holds an M.B.A. from the University of Southern California and a B.A. in Business Administration from California State University, Fullerton, and has completed Executive Education coursework at Columbia Business School, earning certificates in Venture Capital and Private Equity, Mergers and Acquisitions, and Corporate Governance, as well as a certificate in the Economics of Blockchain and Digital Assets from the Wharton School at the University of Pennsylvania.\n\n \n\n**Jason Maddox**\n\n \n\nJason Maddox has served as the Interim Chief Financial Officer of the Company since January 21, 2025, the President of the Company since October 16, 2024 and a director of the Company since August 2025, as well as the Chief Executive Officer of Maddox Defense, Inc. (“Maddox Defense”) since June 2008 and the Chief Executive Officer of Maddox Industries LLC (“Maddox Industries”) from January 2021 until the acquisition of Maddox Industries by the Company in December 2024. He delivers years of large company executive leadership, successfully building Maddox Defense into a multi-million dollar government prime contractor and U.S. manufacturer. Mr. Maddox graduated from the University of Colorado with a Bachelor of Science degree with majors in mechanical engineering and journalism and mass communication. He later graduated from the Goldman Sacks Cohort in Business Entrepreneurship from the Babson F.W. Olin Graduate School and a post-graduate certificate in entrepreneurship from Harvard Business School.\n\n \n\nThere are no arrangements or understandings between each director or executive officer named above and any other person pursuant to which he or she was selected as a director or an executive officer, as applicable, other than pursuant to the Merger Agreement. There are no family relationships between each director or executive officer named above and any of the Company’s directors or executive officers. Other than as described in this Current Report on Form 8-K and described below, there is no direct or indirect material interest of any director or executive officer named above in any existing or currently proposed transaction that would require disclosure under Item 404(a) of Regulation S-K.\n\n \n\n***Related Party Transactions***\n\n \n\nBeginning in December 2024, the Company manufactures medical supplies under a subcontractor arrangement with Maddox Medical Corp. (as successor in interest to Maddox Defense), an entity wholly owned by Jason Maddox. The Company earned $0 in revenue for the year ended December 31, 2024 and $5,589,945 for the year ended December 31, 2025, under this arrangement.\n\n \n\nOn April 1, 2025, the Company entered into a three-year sub-lease arrangement with Maddox Defense (with renewal options), an entity of which Jason Maddox is the sole stockholder, to lease a facility in Houston, Texas for its corporate and administrative operations, for approximately $20,000 per month.\n\n \n\nOn October 30, 2024, the Company entered into a Membership Interest Purchase Agreement (the “MIPA”) with Maddox Industries and Jason Maddox, as the sole member of Maddox Industries, to acquire Maddox Industries. As consideration for the acquisition, at the closing, the Company issued 3,100,000 shares of Common Stock to Mr. Maddox. In addition, Mr. Maddox was eligible to receive, from a period of the closing of the acquisition until June 17, 2025, monthly cash payments in an aggregate amount of up to $1 million (each such monthly payment, an “Earnout Payment”), with the Earnout Payment for each calendar month being equal to the aggregate amount of gross revenue received by Maddox Industries in respect of any closing receivable, as specified in the MIPA, during such calendar month, subject to an aggregate limit of $1 million with respect to all such earnout payments under the MIPA. In 2025, Earnout Payments totaling $770,000 were paid out to Mr. Maddox in conjunction with these earnout provisions.\n\n \n\n \n\n \n\n \n\n***Indemnity Agreements***\n\n \n\nIn connection with appointments of the director and executive officers named above, Chris Young, Simon Yu, David Shiue, Gary Chen, Jenny Yang will enter into the Company’s standard form of indemnification agreement."}