Envirotech Vehicles, Inc. 8-K

What Happened
Envirotech Vehicles, Inc. (EVTV) announced that it completed its acquisition of Azio AI Corporation on July 2, 2026 under an Amended and Restated Agreement and Plan of Merger. At closing EVTV issued 2,460,351 shares of its common stock and 973,450 shares of a newly created Series A Non‑Voting Convertible Preferred Stock to the former Azio AI stockholders. Each Series A preferred share is convertible into 100 shares of common stock upon stockholder approval of the conversion. The transaction was structured as a two-step merger (merger sub into Azio AI, then Azio AI into a surviving merger sub), is intended to qualify as a tax‑free reorganization under IRC 368(a), and closed without a prior EVTV stockholder vote.

Key Details

• EVTV issued 2,460,351 common shares and 973,450 Series A Non‑Voting Convertible Preferred shares to Azio AI stockholders at closing (no fractional shares issued). The share issuance was subject to an Exchange Cap of up to 19.9% of outstanding common stock (less 194,807 shares related to assumed convertible notes).
• Each Series A preferred is convertible into 100 common shares, subject to EVTV stockholder approval under Nasdaq Listing Rule 5635; EVTV will call a stockholder meeting to vote on the conversion, adoption of an Azio AI equity plan, and an amended certificate to change the company name to “Azio AI Holdings, Inc.”
• Leadership changes effective at closing: Phillip W. Oldridge resigned as Chairman, director and CEO; Chris Young was appointed as a Class II director and CEO. Other officer appointments include Simon Yu (President), Jason Maddox (CFO), David Shiue (Chief Business Development Officer), Gary Chen (Chief Product Officer), and Jenny Yang (Chief Administrative Officer).
• Related‑party disclosures: EVTV subcontracted manufacturing to Maddox Medical Corp. (owned by Jason Maddox), earning $5,589,945 in 2025; EVTV leases Houston offices from Maddox Defense for ~ $20,000/month; EVTV previously issued 3,100,000 shares to Jason Maddox in connection with its acquisition of Maddox Industries and paid $770,000 in earnouts in 2025.

Why It Matters
This filing confirms a material strategic change: EVTV has acquired an AI company (Azio AI) and installed its leadership team, which may shift company direction and operations. The issuance of preferred and common shares could meaningfully increase dilution depending on whether the Series A preferred converts (conversion requires a stockholder vote). Investors should watch the upcoming stockholder meeting (for conversion, equity plan and name change), the Registration Rights Agreement (facilitates resale by Azio AI holders), and the pro forma financials and audited statements EVTV said it will file within the required amendment period for more detail on how the acquisition affects EVTV’s financials and ownership.