Envirotech Vehicles, Inc. 8-K

What Happened
Envirotech Vehicles, Inc. (EVTV) announced on May 19–20, 2026 that it entered into an Agreement and Plan of Merger to combine with Azio AI Corporation. Under the deal, EVTV’s wholly owned Merger Sub will merge into Azio AI, with Azio AI surviving as a wholly owned subsidiary of EVTV. At the Effective Time, each outstanding share of Azio AI common stock will convert into a pro rata portion of an aggregate 100,000,000 shares of EVTV common stock (rounded to whole shares). EVTV delivered a $500,000 deposit to Azio AI prior to signing and filed a press release on May 20, 2026.

Key Details

• Merger consideration: pro rata portion of an aggregate 100,000,000 shares of EVTV common stock; fractional shares rounded to nearest whole share.
• Timeline & approvals: EVTV will file an S-4 registration/proxy statement; closing is expected after customary conditions are satisfied (including EVTV shareholder approval, SEC effectiveness, and Nasdaq listing approval); outside date is Dec 31, 2026.
• Governance & officers: Board will expand to seven directors at closing (two designated by Azio AI, one by the current board, four jointly agreed and meeting Nasdaq/SEC independence rules). Appointed officers at Effective Time: Chris Young (CEO), Simon Yu (COO), Jason Maddox (CFO), Elgin Tracy (President of Energy), David Shiue (Chief BD Officer), Gary Chen (CPO), Jenny Yang (Chief Administrative Officer).
• Executive arrangements: EVTV signed services agreements with Shell Castle LLC (owned by Jason Maddox) and Met Consulting LLC (owned by Elgin Tracy) with annual base pay of $500,000, $2,000/month car allowance (36 months guaranteed), severance protections, Change‑in‑Control grants of 1,500,000 shares each (subject to shareholder plan approval), and additional cash payments of $500,000 in 2026 and $500,000 in 2027. CEO Phillip Oldridge’s employment was amended to $500,000 annual base, $2,000/month car allowance (36 months), similar severance and a 1,500,000‑share Change‑in‑Control grant; he will also receive $125,000 (per the amendment).
• Termination/fee: If terminated under specified circumstances (including certain breaches or failure to obtain shareholder approval), EVTV may owe a $500,000 termination fee and Azio AI may keep the $500,000 deposit; deposit would be returned if Azio AI breaches under certain conditions.

Why It Matters
This 8‑K signals a transformational transaction for EVTV: the company is acquiring Azio AI and plans a new board and management team that could change EVTV’s strategic direction. The deal will dilute existing shareholders because up to 100 million EVTV shares are reserved as merger consideration and will require shareholder approval and SEC/Nasdaq clearances before closing. Significant executive compensation and change‑in‑control equity grants were also approved, which investors should note when assessing future expenses, dilution, and governance changes. Investors should watch for the S‑4/proxy filing (will include more details) and the date of the stockholder vote.