Azio AI Holdings Amends Series A Preferred Stock Terms

What Happened Azio AI Holdings, Inc. filed an amendment to the Certificate of Designation for its Series A Non‑Voting Convertible Preferred Stock on September 15, 2026, effective immediately. The company replaced clause (C) in the definition of “Fundamental Transaction” to clarify when certain corporate transactions (specifically tender or exchange offers) qualify as a Fundamental Transaction for purposes of the Series A Preferred terms. The amendment was approved by the board and unanimously by the holders of the Series A Preferred, and the full amendment is filed as Exhibit 3.1 to the 8‑K.

Key Details

• Amendment filed and effective: September 15, 2026.
• Change to definition: Clause (C) now reads that a tender or exchange offer is a Fundamental Transaction if it 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.
• Approval: Adopted by the board of directors and by unanimous consent of Series A Non‑Voting Convertible Preferred holders, under the company’s charter and Delaware law.
• Filing: Certificate of Amendment attached as Exhibit 3.1 to the Form 8‑K.

Why It Matters This amendment changes the specific threshold and language that determine when a corporate transaction (a tender or exchange offer) qualifies as a “Fundamental Transaction” under the Series A Preferred terms. That definition controls when certain protections, conversion rights, or other contractual provisions tied to the Series A Preferred could be triggered in a change‑of‑control or similar event. Investors should note the change to assess how it affects the rights of Series A holders relative to common shareholders in takeover or exchange-offer scenarios.