Form 8-K
8-K — AZIO AI HOLDINGS, INC.
Accession: 0001437749-26-030687
Filed: 2026-09-17
Period: 2026-09-15
CIK: 0001563568
SIC: 3714 (MOTOR VEHICLE PARTS & ACCESSORIES)
Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item: Financial Statements and Exhibits
Documents
8-K — adom20260917_8k.htm (Primary)
EX-3.1 — EXHIBIT 3.1 (ex_1017398.htm)
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8-K — FORM 8-K
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--12-31
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): September 15, 2026
AZIO AI HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
001-38078
46-0774222
(Commission File Number)
(IRS Employer Identification No.)
7510 Ardmore Street
Houston, TX
77054
(Address of Principal Executive Offices)
(Zip Code)
(870) 970-3355
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
☐
Pre -commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
☐
Pre -commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common stock, $0.00001 par value
AZIO
Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 15, 2026, Azio AI Holdings, Inc., a Delaware corporation (the “Company”), filed an amendment (the “Amendment”) to the Certificate of Designation of Preferences, Rights and Limitations of the Series A Non-Voting Convertible Preferred Stock of the Company (the “Certificate of Designation”) with the Secretary of State of the State of Delaware. The Amendment was effective immediately upon filing.
The Amendment amends the Certificate of Designation to replace clause (C) in the definition of “Fundamental Transaction” with the following: “(C) any tender offer or exchange offer by the Corporation is completed pursuant to which more than 50% of the Common Stock not held by the Corporation is exchanged for or converted into other securities, cash or property,…”
The Amendment was approved by the board of directors of the Company and by the unanimous consent of the holders of the Company’s Series A Non-Voting Convertible Preferred Stock, in each case, in accordance with the Company’s Amended and Restated Certificate of Incorporation, as amended, the Certificate of Designation and applicable Delaware law.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Description
3.1
Certificate of Amendment to Certificate of Designation of Preferences, Rights and Limitations of Series A Non-Voting Convertible Preferred Stock of Azio AI Holdings, Inc., effective September 15, 2026.
104
Cover Page Interactive Data File (embedded within the XBRL document)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
AZIO AI HOLDINGS, INC.
Date: September 17, 2026
By:
/s/ Jason Maddox
Jason Maddox
Chief Financial Officer
EX-3.1 — EXHIBIT 3.1
EX-3.1
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Exhibit 3.1
CERTIFICATE OF AMENDMENT TO
CERTIFICATE OF DESIGNATION OF PREFERENCES,
RIGHTS AND LIMITATIONS
OF
SERIES A NON-VOTING CONVERTIBLE PREFERRED STOCK
OF
AZIO AI HOLDINGS, INC.
PURSUANT TO SECTION 151 OF THE
DELAWARE GENERAL CORPORATION LAW
Azio AI Holdings, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (“DGCL”), does hereby certify:
WHEREAS, the Amended and Restated Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”), as amended, authorizes the issuance of Five Million (5,000,000) shares of preferred stock, $0.00001 par value per share, and expressly vests in the Board of Directors of the Corporation (the “Board of Directors”) the authority to issue any or all of said shares in one or more series and by resolution or resolutions to establish the number and to fix the designations, powers, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions of each series to be issued;
WHEREAS, pursuant to this authority, the Board of Directors previously established the number and fixed the designations, powers, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions of the Corporation’s Series A Non-Voting Convertible Preferred Stock (the “Series A Preferred Stock”), consisting of 973,450 shares as evidenced by the Certificate of Designation of Preferences, Rights and Limitations of Series A Non-Voting Convertible Preferred Stock filed with the Secretary of State of the State of Delaware on July 2, 2026 (the “Existing Certificate”); and
WHEREAS, the Board of Directors duly adopted the following resolution removing a tender offer by any Person other than the Corporation from the definition of Fundamental Transaction in Section 7.2, subsection (C) of the Existing Certificate and approving the form of this amendment to the Existing Certificate set forth below.
RESOLVED, that Section 7.2 of the Existing Certificate shall be amended to read as follows:
Fundamental Transaction. If, at any time while this Series A Non-Voting Preferred Stock is outstanding, (A) the Corporation effects any merger or consolidation of the Corporation with or into another Person or any stock sale to, or other business combination (including, without limitation, a reorganization, recapitalization, spin-off, share exchange or scheme of arrangement) with or into another Person (other than such a transaction in which the Corporation is the surviving or continuing entity and its Common Stock is not exchanged for or converted into other securities, cash or property), (B) the Corporation effects any sale, lease, transfer or exclusive license of all or substantially all of its assets in one transaction or a series of related transactions, (C) any tender offer or exchange offer by the Corporation is completed pursuant to which more than 50% of the Common Stock not held by the Corporation is exchanged for or converted into other securities, cash or property, or (D) the Corporation effects any reclassification of the Common Stock or any compulsory share exchange pursuant (other than as a result of a dividend, subdivision or combination covered by Section 7.1 above) to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a “Fundamental Transaction”), then, upon any subsequent conversion of this Series A Non-Voting Preferred Stock, and subject to receipt of the Stockholder Approval as set forth herein, the Holders shall have the right to receive, in lieu of the right to receive Conversion Shares, for each Conversion Share that would have been issuable upon such conversion immediately prior to the occurrence of such Fundamental Transaction, the same kind and amount of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of one share of Common Stock (the “Alternate Consideration”). For purposes of any such subsequent conversion, the determination of the Conversion Ratio shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Corporation shall adjust the Conversion Ratio in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holders shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this Series A Non-Voting Preferred Stock following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any successor to the Corporation or surviving entity in such Fundamental Transaction shall file a new certificate of designations with the same terms and conditions and issue to the Holders new preferred stock consistent with the foregoing provisions and evidencing the Holders’ right to convert such preferred stock into Alternate Consideration. The terms of any agreement to which the Corporation is a party and pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this Section 7.2 and insuring that this Series A Non-Voting Preferred Stock (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction. The Corporation shall cause to be delivered to each Holder, at its last address as it shall appear upon the stock books of the Corporation, written notice of any Fundamental Transaction at least 20 calendar days prior to the date on which such Fundamental Transaction is expected to become effective or close.
IN WITNESS WHEREOF, the undersigned has signed this Certificate of Amendment as of the 15th day of September, 2026.
AZIO AI HOLDINGS, INC.
/s/ Chris Young
Chris Young, Chief Executive Officer
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