AZIO AI HOLDINGS, INC.
For the period ended Dec 31, 2024. Filed Apr 15, 2025.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Apr 15, 2025
AZIO$0.56-5.2%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
| (1) | Financial Statements. |
The financial statements filed as part of this Annual Report are listed in the “Index to Consolidated Financial Statements” under Part II, Item 8 of this Annual Report.
| (2) | Financial Statement Schedules. |
Schedules are omitted because the required information is not present or is not present in amounts sufficient to require submission of the schedule or because the information required is given in the consolidated financial statements or the notes thereto.
| (3) | Exhibits. |
The following exhibits are filed (or incorporated by reference herein) as part of this Annual Report:
Exhibit Index
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit · Exhibit · Filed | |||||
| Number · Description of Exhibit · Form · File No. · Date · No. · Herewith | |||||
| 2.1* | Membership Interest Purchase Agreement, dated as of October 30, 2024, by and among Maddox Industries, LLC, Jason Maddox, and Envirotech Vehicles, Inc. | 8-K | 001-38078 | 11/5/2024 | 2.1 |
| 3.1 | Amended and Restated Certificate of Incorporation of the Company | 1-A POS | 024-10656 | 6/15/2017 | 2.7 |
| 3.2 | Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company | 8-K | 001-38078 | 6/11/2018 | 3.1 |
| 3.3 | Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company filed with the Secretary of State of Delaware on May 26, 2021 | 8-K | 001-38078 | 6/2/2021 | 3.1 |
| 3.4 | Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company filed with the Secretary of State of Delaware on June 24, 2022 | 8-K | 001-38078 | 6/28/2022 | 3.1 |
| 3.5 | Amended and Restated Bylaws of the Company | 1-A POS | 024-10656 | 6/15/2017 | 2.8 |
| 4.1 | Specimen Common Stock Certificate | S-1/A | 333-220983 | 12/15/2017 | 4.1 |
| 4.2 | Form of Secured Promissory Note | 1-A | 024-10656 | 12/21/2016 | 3.1 |
| 4.3 | Common Stock Purchase Warrant, dated June 26, 2017, issued to Boustead Securities, LLC | 10-Q | 001-38078 | 8/14/2017 | 4.1 |
| 4.4 | Common Stock Purchase Warrant, dated June 19, 2017, issued to Redwood Group International Limited | 10-Q | 001-38078 | 8/14/2017 | 4.2 |
| 4.5 | Form of Placement Agent Warrant, dated January 5, 2018 | 8-K | 001-38078 | 1/8/2018 | 4.2 |
| 4.6 | Form of Unit Certificate | S-1/A | 333-220983 | 1/4/2018 | 4.7 |
| 4.7 | Form of Warrant | 8-K | 001-38078 | 12/28/2020 | 4.1 |
| 4.8 | Description of Registrant’s Securities | 10-K | 001-38078 | 3/31/2021 | 4.8 |
| 9.1 | Voting Trust Agreement, by and among Provident Trust Group FBO Cornelia P. Doherty ROTH IRA, Connie Doherty Living Trust Dated May 1, 1996, Gary Nettles as Voting Trustee, and the Company, dated March 20, 2017 | 1-A/A | 024-10656 | 4/7/2017 | 5.1 |
| 10.2+ | Form of Indemnity Agreement | 1-A | 024-10656 | 12/21/2016 | 6.8 |
| 10.3 | Patent License-Use and Manufacturing Agreement, by and between Silicon Turbine Systems, Inc. and the Company, dated November 7, 2014 | 1-A | 024-10656 | 12/21/2016 | 6.9 |
| 10.4+ | Employment Agreement, by and between Michael K. Menerey and the Company, dated January 1, 2017 | 1-A/A | 024-10656 | 1/17/2017 | 6.15 |
| 10.5+ | 2017 Equity Incentive Plan | 1-A/A | 024-10656 | 4/7/2017 | 6.17 |
| 10.6+ | Form of Stock Option Agreement for 2017 Equity Incentive Plan | 1-A/A | 024-10656 | 4/7/2017 | 6.18 |
| 10.7+ | Form of Notice of Grant of Stock Option for 2017 Equity Incentive Plan | 1-A/A | 024-10656 | 4/7/2017 | 6.19 |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit · Exhibit · Filed | |||||
| Number · Description of Exhibit · Form · File No. · Date · No. · Herewith | |||||
| 10.8 | Securities Purchase Agreement, dated January 5, 2018, by and among the Company and certain investors set forth therein | 8-K | 001-38078 | 1/8/2018 | 10.1 |
| 10.9 | Form of Subscription Agreement | 1-A/A | 024-10656 | 2/13/2017 | 4.1 |
| 10.10 | Form of Escrow Deposit Agreement | 1-A/A | 024-10656 | 2/13/2017 | 8.1 |
| 10.12 | Paycheck Protection Program Promissory Note and Agreement, dated May 3, 2020, between ADOMANI, Inc. and Wells Fargo Bank, NA | 10-Q | 001-38078 | 8/14/2020 | 10.1 |
| 10.13 | Loan Authorization and Agreement, dated May 17, 2020, between ADOMANI, Inc. and the U.S. Small Business Administration | 10-Q | 001-38078 | 8/14/2020 | 10.2 |
| 10.14 | Promissory Note, dated May 17, 2020, issued by ADOMANI, Inc. to the U.S. Small Business Administration | 10-Q | 001-38078 | 8/14/2020 | 10.3 |
| 10.15 | Security Agreement, dated May 17, 2020, executed by ADOMANI, Inc. in favor of the U.S. Small Business Administration | 10-Q | 001-38078 | 8/14/2020 | 10.4 |
| 10.16 | Balloon Payment Promissory Note, dated as of October 28, 2020, between ADOMANI, Inc. and Envirotech Drive Systems Incorporated / SRI Professional Services, Incorporated | 10-Q | 001-38078 | 11/13/2020 | 10.1 |
| 10.17+ | Separation Agreement and General Release, dated as of October 30, 2020, between ADOMANI, Inc. and James L. Reynolds | 10-Q | 001-38078 | 11/13/2020 | 10.2 |
| 10.18 | Form of Exchange Agreement. | 8-K | 001-38078 | 12/03/2020 | 10.1 |
| 10.19 | Form of Securities Purchase Agreement, dated December 24, 2020, by and between ADOMANI, Inc. and the parties thereto | 8-K | 001-38078 | 12/28/2020 | 10.1 |
| 10.20 | Form of Registration Rights Agreement | 8-K | 001-38078 | 12/28/2020 | 10.2 |
| 10.21 | Agreement and Plan of Merger, dated February 16, 2021, by and among ADOMANI, Inc., EVT Acquisition Company, Inc., and Envirotech Drive Systems, Inc. | 8-K | 001-38078 | 2/17/2021 | 2.1 |
| 10.22+ | Employment Agreement, dated as of December 31, 2021, by and between the registrant and Phillip W. Oldridge. | 8-K | 001-38078 | 1/7/2022 | 10.1 |
| 10.23+ | Employment Agreement, dated as of December 31, 2021, by and between the registrant and Susan M. Emry. | 8-K | 001-38078 | 1/7/2022 | 10.2 |
| 10.24 | Amended and Restated Standby Equity Purchase Agreement, dated October 31, 2024, by and between Envirotech Vehicles, Inc. and YA II PN, LTD. | S-1 | 333-282961 | 11/1/2024 | 10.22 |
| 10.25 | Convertible Promissory Note, dated October 31, 2024, issued to YA II PN, Ltd | S-1 | 333-282961 | 11/1/2024 | 10.23 |
| 16.1 | Letter of MaloneBailey, LLP, date August 11, 2023. | 8-K | 001-38078 | 8/11/2023 | 16.1 |
| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| Exhibit · Exhibit · Filed | ||||||
| Number | Description of Exhibit | Form | File No. | Date | No. | Herewith |
| 19.1 · Insider Trading Policy · X | ||||||
| 21.1 · Subsidiaries of the Company · X | ||||||
| 23.1 · Consent of Barton CPA, PLLC, independent registered public accounting firm · X | ||||||
| 24.1 · Power of Attorney (included on signature page) · X | ||||||
| 31.1 · Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer · X | ||||||
| 31.2 · Rule 13a-14(a) / 15d-14(a) Certification of Chief Financial Officer · X | ||||||
| 32.1# · 18 U.S.C. Section 1350 Certification of Chief Executive Officer and Chief Financial Officer, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 · X | ||||||
| 97.1 | Incentive Compensation Recovery Policy | 10-K | 001-38078 | 3/28/2024 | 97.1 | |
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).* | X | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document* | X | ||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document* | X | ||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document* | X | ||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document* | X | ||||
| 101.DEF | Inline XBRL Taxonomy Extension Definitions Linkbase Document* | X | ||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |||||
| + | Indicates a management contract or compensatory plan. |
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| # | The information in Exhibit 32.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Act, or the Exchange Act (including this Annual Report), unless the Registrant specifically incorporates the foregoing information into those documents by reference. |
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| * | In accordance with Rule 402 of Regulation S-T, this interactive data file is deemed not filed or part of this Annual Report for purposes of Sections 11 or 12 of the Securities Act or Section 18 of the Exchange Act and otherwise is not subject to liability under these sections. |
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