AZIO AI HOLDINGS, INC.: regains Nasdaq minimum stockholders' equity

What happened

• The filing reports that on Apr 29, 2026 Nasdaq notified the company that its stockholders' equity was below $2,500,000 as reported on the Form 10-K for the year ended Dec 31, 2025 and therefore did not meet Nasdaq Listing Rule 5550(b)(1).
• The filing states that Nasdaq granted an extension on Jun 18, 2026 requiring the company to file a public report demonstrating compliance on or before Oct 26, 2026.
• The filing reports that during the third quarter of 2026 the company completed a business combination with Azio AI Corporation (Legacy Azio) and issued 2,460,351 shares of common stock and 973,450 shares of Series A non-voting convertible preferred stock to Legacy Azio stockholders; warrants were exercised for 450,000 shares of common stock; and approximately 920,000 shares of common stock were issued under the amended and restated standby equity purchase agreement with YA II PN, Ltd.

Key details

• Nasdaq Listing Rule cited: 5550(b)(1) and Minimum Stockholders’ Equity Requirement of $2,500,000.
• Dates: Nasdaq notice Apr 29, 2026; Nasdaq extension granted Jun 18, 2026; compliance report deadline Oct 26, 2026; related Form 8-K about the business combination filed Jul 6, 2026.
• Share issuances: 2,460,351 shares of common stock; 973,450 shares of Series A preferred stock; 450,000 shares from warrant exercises; ~920,000 shares issued to the Investor.
• The filing says proceeds from certain stock issuances were used to reduce the principal debt balance under debentures issued to the Investor under a Mar 6, 2026 securities purchase agreement.

Why it may matter

• Item reported: Item 8.01 other events — the company reported it believes it has regained compliance with Nasdaq’s Minimum Stockholders’ Equity Requirement based on the transactions described above, and that Nasdaq will continue to monitor ongoing compliance.
• The filing notes that actual results for the quarter ended Sep 30, 2026 may differ materially after closing, review and audit procedures and contains forward-looking statements.
• This filing does not show why the insider traded or why the company acted.