8-K: EVTV Completes Azio AI Merger, Rebrands to Azio AI Holdings

Envirotech Vehicles, Inc. (EVTV) has finalized its acquisition of Azio AI Corporation, rebranding to Azio AI Holdings, Inc. and issuing shares of common and convertible preferred stock.

Summary

• Envirotech Vehicles, Inc. (EVTV) has completed its merger with Azio AI Corporation, officially becoming Azio AI Holdings, Inc.
• The transaction involved a two-step merger process: First Merger Sub merged with Azio AI, and then Azio AI merged with Second Merger Sub.
• The merger is intended to qualify as a reorganization for U.S. federal income tax purposes.
• In connection with the merger, EVTV issued 2,460,351 shares of its common stock and 973,450 shares of Series A Non-Voting Convertible Preferred Stock to Azio AI stockholders.
• The Series A Preferred Stock is convertible into 100 shares of common stock per share, subject to stockholder approval.
• The company plans to hold a stockholder meeting to approve the conversion of Series A Preferred Stock, the adoption of the Azio AI Holdings, Inc. 2026 Equity Incentive Plan, and a change in the company's name.
• Key management changes include Chris Young as CEO, Simon Yu as President, and Jason Maddox as CFO.
• The company has entered into a Registration Rights Agreement with Azio AI stockholders, granting them rights to register their shares for resale.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a moderately positive development, driven by the strategic acquisition and rebranding, but tempered by the need for stockholder approval on key conversion terms and the company's previously disclosed ineffective disclosure controls.

Positives

• Completion of the merger with Azio AI, a strategic combination.
• Rebranding to Azio AI Holdings, Inc. to reflect the new strategic direction.
• Issuance of shares to Azio AI stockholders, completing the acquisition consideration.
• Intention for the merger to qualify as a tax-free reorganization.
• Appointment of new key management personnel with relevant experience.
• Establishment of a Registration Rights Agreement to facilitate future liquidity for Azio AI stockholders.

Negatives

• The Series A Preferred Stock requires stockholder approval for conversion into common stock, which could delay or prevent full conversion.
• The company's disclosure controls and procedures were determined to be not effective as of December 31, 2025.
• The company has a history of related-party transactions with entities associated with Jason Maddox, including manufacturing agreements and a sub-lease arrangement.

Risks

• The risk that stockholder approval for the conversion of Series A Preferred Stock is not obtained.
• Potential for disruption to current plans, operations, or business relationships due to the merger and integration.
• Risk of unexpected costs, charges, or expenses resulting from the merger.
• The possibility that anticipated benefits and synergies of the merger are not realized.
• Potential adverse reactions or changes to business relationships resulting from the completion of the merger.
• Risk of diversion of management's attention from ongoing business operations due to post-closing integration.
• Risks related to the ability of the new management team to successfully operate the combined company.
• The dilutive effect on existing stockholders from the issuance of shares upon conversion of Series A Preferred Stock or Assumed Convertible Notes.
• Risks related to the company's ability to maintain its listing on The Nasdaq Capital Market.
• The company's disclosure controls and procedures were not effective as of December 31, 2025.

Future Outlook

The company anticipates seeking stockholder approval for the conversion of Series A Preferred Stock, the adoption of the Azio AI Holdings, Inc. 2026 Equity Incentive Plan, and a name change to Azio AI Holdings, Inc. The company also expects to file required financial statements and pro forma financial information by amendment to the Current Report on Form 8-K.

Management Comments

• Chris Young, CEO, has nearly two decades of experience founding, building, and advising high-growth technology and consumer brands, and has been involved in raising over $245 million in capital.
• Simon Yu, President, has almost a decade of experience taking companies public, executing capital raises, and scaling businesses.
• Jason Maddox, CFO, has years of large company executive leadership experience, successfully building Maddox Defense into a multi-million dollar government prime contractor and U.S. manufacturer.

Industry Context

StockSavvy.ai notes that this merger and rebranding signifies a strategic shift for Envirotech Vehicles, Inc. towards a focus on AI, potentially aligning with broader industry trends in technology and artificial intelligence integration within various sectors. The inclusion of an equity incentive plan suggests a focus on attracting and retaining talent in these competitive fields.

Management Changes

Corporate Governance

Related Party Transactions

• The Company manufactures medical supplies under a subcontractor arrangement with Maddox Medical Corp. (successor to Maddox Defense), an entity wholly owned by Jason Maddox. The Company earned $5,589,945 in revenue from this arrangement for the year ended December 31, 2025.
• The Company entered into a three-year sub-lease arrangement with Maddox Defense for a facility in Houston, Texas, for approximately $20,000 per month.
• The Company acquired Maddox Industries from Jason Maddox in December 2024, issuing 3,100,000 shares of Common Stock to Mr. Maddox.
• Mr. Maddox was eligible to receive up to $1 million in monthly earnout payments in 2025 related to the Maddox Industries acquisition, of which $770,000 was paid.

Stakeholder Impact

• Existing Envirotech Vehicles stockholders may experience dilution due to the issuance of new shares and potential future conversions of preferred stock.
• Azio AI stockholders will become stockholders of the combined entity, with their shares converted into EVTV stock, and will have registration rights for their shares.
• Employees of both companies may face integration challenges and potential changes in roles or responsibilities.
• Creditors and suppliers may see changes in the financial standing and operational structure of the combined entity.

Next Steps

• Obtain stockholder approval for the conversion of Series A Preferred Stock, the adoption of the Azio AI Holdings, Inc. 2026 Equity Incentive Plan, and the company name change.
• File required financial statements and pro forma financial information by amendment to the Current Report on Form 8-K.
• Integrate Azio AI's operations into the combined company.
• Manage the conversion of Series A Preferred Stock and Assumed Convertible Notes.
• Comply with Nasdaq listing rules and requirements.

Key Dates

Recommendation

The merger represents a significant strategic shift, but the company's future performance hinges on successful integration, achieving anticipated synergies, and obtaining stockholder approval for key corporate actions. The previously disclosed ineffective disclosure controls also warrant caution. Therefore, a 'hold' recommendation is appropriate pending further clarity on these factors.

Keywords

merger, acquisition, Azio AI, Envirotech Vehicles, EVTV, Azio AI Holdings, convertible preferred stock, common stock, registration rights, stockholder approval, management changes, reorganization