{"url_path":"/sec/evtv/8-k/2026-07-06/item-5-03","section_key":"item-5-03","section_title":"Item 5.03 **         **Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.**","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":1431,"has_tables":true,"body_markdown":"**Item 5.03. **         **Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.**\n\n \n\n***Series A Non-Voting Convertible Preferred Stock***\n\n \n\nOn July 2, 2026, immediately prior to the Closing, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of the Series A Non-Voting Convertible Preferred Stock with the Secretary of State of the State of Delaware (the “Series A Certificate of Designation”) in connection with the Mergers referenced above. The Series A Certificate of Designation provides for the designation of shares of the Company’s Series A Preferred Stock.\n\n \n\nEach share of Series A Preferred Stock will be convertible, at any time and from time to time following 5:00 p.m. Eastern Time on the day Stockholder Approval (as defined below) is obtained, at the option of the holder, into a number of shares of Common Stock equal to the Conversion Ratio (as defined below), subject to applicable beneficial ownership limitations.\n\n \n\n*Conversion Rights*. The conversion ratio for each share of Series A Preferred Stock will be 100 shares of Common Stock issuable upon the conversion of each share of Series A Preferred Stock (corresponding to a ratio of 100:1), subject to adjustment as provided in the Series A Certificate of Designation.\n\n \n\n*Series A Stockholder Approval*. Pursuant to the terms of the Merger Agreement, the issuance of shares of Common Stock upon conversion of any and all shares of the Series A Preferred Stock in accordance with the terms of the Series A Certificate of Designation is subject to and contingent upon the affirmative vote of a majority of the Common Stock present or represented and entitled to vote at the Stockholder Meeting for the Conversion Proposal (the “Stockholder Approval”).\n\n \n\n*Voting Rights*. Except as otherwise provided in the Series A Certificate of Designation, or as required by the DGCL, the Series A Preferred Stock shall have no voting rights. However, as long as any shares of Series A Preferred Stock are outstanding, the Company shall not, without the affirmative vote of the holders of a majority of then outstanding shares of the Series A Preferred Stock, among other things, (i) alter or change adversely the powers, preferences or rights given to the Series A Preferred Stock or alter or amend the Series A Certificate of Designation, amend or repeal any provision of, or add any provision to, the Company’s amended and restated certificate of incorporation (the “Certificate of Incorporation”) or amended and restated bylaws of the Company, or file any articles of amendment, certificate of Designation, preferences, limitations and relative rights of all series of preferred stock, in each case if such action would directly and adversely alter or change the preferences, rights, privileges or powers of, or restrictions provided for the benefit of the Series A Preferred Stock, regardless of whether any of the foregoing actions shall be by means of amendment to the Certificate of Incorporation or by merger, consolidation or otherwise, and (ii) increase or decrease (other than by conversion) the number of authorized shares of Series A Preferred Stock.\n\n \n\n*Rank; Liquidation*. The Series A Preferred Stock shall rank on parity with the Common Stock as to distributions of assets upon liquidation, dissolution or winding up of the Company, whether voluntarily or involuntarily. Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, each holder shall be entitled to receive out of the assets, whether capital or surplus, of the Company the same amount that a holder of Common Stock would receive if the Series A Preferred Stock were fully converted (disregarding for such purpose any beneficial ownership limitations) to Common Stock which amounts shall be paid pari passu with all holders of Common Stock, plus an additional amount equal to any dividends declared but unpaid to such shares.\n\n \n\nThe foregoing description of the Series A Preferred Stock does not purport to be complete and is qualified in its entirety by reference to the Series A Certificate of Designation, which is filed hereto as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.\n\n \n\n \n\n \n\n \n\n***Forward-Looking Statements***\n\n \n\nThis Current Report on Form 8-K contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Any statements that are not historical facts may be deemed forward-looking statements. In some cases, these statements can be identified by the use of words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would,” or the negative of such terms or other comparable terminology. Forward-looking statements include, without limitation, statements regarding obtaining the Stockholder Approval, including with respect to the Conversion Proposal, the filing of any one or more registration statements as required by the Registration Rights Agreement, the issuance of shares of Common Stock upon conversion of the Series A Preferred Stock following receipt of the Stockholder Approval, the anticipated benefits and synergies of the Mergers, the successful post-Closing integration of Azio AI into the Company’s operations, and any other statements about the Company’s future expectations, beliefs, goals, plans, or prospects. These statements are based on management’s current expectations and assumptions that involve a number of risks and uncertainties that could cause actual results to differ materially from those reflected in such forward-looking statements. Most of these factors are outside the Company’s control and are difficult to predict. Factors that may affect actual results include, but are not limited to the risk that the Stockholder Approval for any or all of the Transaction Proposals is not obtained; the risk that the post-Closing integration of Azio AI disrupts the Company’s and Azio AI’s current plans, operations, or business relationships; the risk of unexpected costs, charges, or expenses resulting from the Mergers; the risk that the anticipated benefits and synergies of the Mergers are not realized; potential adverse reactions or changes to business relationships resulting from the completion of the Mergers; risks related to the diversion of management’s attention from ongoing business operations as a result of post-Closing integration following the Mergers; risks related to the ability of the Company’s new management team to successfully operate the combined company following the Mergers; risks related to the dilutive effect on existing stockholders of the issuance of shares of Common Stock upon conversion of the Series A Preferred Stock or the Assumed Convertible Notes; risks related to the Company’s ability to maintain its listing on The Nasdaq Capital Market; and additional risks and uncertainties described in the Company’s most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q filed with the U.S. Securities and Exchange Commission (the \"SEC\"), which are available at www.sec.gov.The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law.\n\n \n\n***Important Information About the Merger and Where to Find it***\n\n \n\nThe Company expects to file a proxy statement with the SEC relating to the Conversion Proposal. The definitive proxy statement will be sent to all Company stockholders. Before making any voting decision, investors and securityholders of the Company are urged to read the proxy statement and all other relevant documents filed or that will be filed with the SEC in connection with the Conversion Proposal as they become available because they will contain important information about the Merger Agreement and the related transactions and the Conversion Proposal to be voted upon by the Company’s stockholders. Investors and securityholders will be able to obtain free copies of the proxy statement and all other relevant documents filed or that will be filed with the SEC by the Company through the website maintained by the SEC at www.sec.gov.\n\n \n\n***Participants in the Solicitation***\n\n \n\nThe Company and its directors and executive officers may be considered participants in the solicitation of proxies from EVTV’s stockholders with respect to the Conversion Proposal under the rules of the SEC. Information about the directors and executive officers of EVTV is set forth in its Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on April 13, 2026, and in subsequent Quarterly Reports on Form 10-Q and other documents filed by the Company from time to time with the SEC. Additional information regarding the persons who may be deemed participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will also be included in the proxy statement, and other relevant materials to be filed with the SEC when they become available. You may obtain free copies of these documents as described above."}