{"filing":{"accession_number":"0001437749-26-031349","cik":"0001563568","ticker":"EVTV","company_name":"AZIO AI HOLDINGS, INC.","form":"8-K","filing_date":"2026-09-28","report_date":"2026-09-25","primary_document":"adom20260928_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1563568/000143774926031349/adom20260928_8k.htm"},"events":[{"id":35460,"run_id":32661,"accession_number":"0001437749-26-031349","anchor_item_number":"1.01","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"summary":"AZIO AI Holdings entered into a Standby Equity Purchase Agreement (SEPA) with YA II PN, Ltd. providing for up to $50 million in equity financing through convertible promissory notes ($3.5 million pre-paid advance), warrants for 1,735,758 shares at $0.01 exercise price, and commitment to purchase up to $50 million of common stock, contemplating issuance of up to 28 million shares subject to a 19.99% Exchange Cap. The unregistered securities were issued in reliance on Section 4(a)(2) exemption, representing a significant dilutive private placement.","company_name":"AZIO AI HOLDINGS, INC.","ticker":"EVTV","filing_date":"2026-09-28","form":"8-K","submitted_at":null,"items":[{"id":39518,"accession_number":"0001437749-26-031349","item_number":"1.01","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"The Company entered into a Standby Equity Purchase Agreement (SEPA) with YA II PN, Ltd. providing for up to $50 million in equity financing through a combination of convertible promissory notes ($3.5 million pre-paid advance) and a commitment to purchase up to $50 million of common stock at the Company's election. The agreement includes warrants for 1,735,758 shares at $0.01 exercise price and contemplates issuance of up to 28 million shares of common stock, subject to a 19.99% Exchange Cap. This is a classic dilutive equity issuance arrangement typical of small-cap financing, with conversion features and significant potential dilution to existing shareholders.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-28T20:25:08.037027+00:00","company_name":"","ticker":null,"filing_date":""},{"id":39519,"accession_number":"0001437749-26-031349","item_number":"2.03","item_title":null,"event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"Item 2.03 is the standard disclosure location for creation of direct financial obligations such as debt issuance, credit facilities, or term loans. The filing incorporates Item 1.01 by reference, which typically covers material acquisitions, dispositions, or other significant transactions that may involve debt creation. Without access to Item 1.01 details, the most probable event is debt issuance or a material financing arrangement.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-28T20:25:08.037027+00:00","company_name":"","ticker":null,"filing_date":""},{"id":39520,"accession_number":"0001437749-26-031349","item_number":"3.02","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Item 3.02 discloses unregistered sales of Common Stock pursuant to a SEPA (Standstill and Equity Purchase Agreement), Warrants, Promissory Notes, and Commitment Shares, all made in reliance on Section 4(a)(2) exemption from registration. This is a classic dilutive private placement of equity securities that would materially affect shareholder ownership and is a strong signal of capital-raising activity at a small-cap issuer.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-28T20:25:08.037027+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":39518,"accession_number":"0001437749-26-031349","item_number":"1.01","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"The Company entered into a Standby Equity Purchase Agreement (SEPA) with YA II PN, Ltd. providing for up to $50 million in equity financing through a combination of convertible promissory notes ($3.5 million pre-paid advance) and a commitment to purchase up to $50 million of common stock at the Company's election. The agreement includes warrants for 1,735,758 shares at $0.01 exercise price and contemplates issuance of up to 28 million shares of common stock, subject to a 19.99% Exchange Cap. This is a classic dilutive equity issuance arrangement typical of small-cap financing, with conversion features and significant potential dilution to existing shareholders.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-28T20:25:08.037027+00:00","company_name":"AZIO AI HOLDINGS, INC.","ticker":"EVTV","filing_date":"2026-09-28"},{"id":39519,"accession_number":"0001437749-26-031349","item_number":"2.03","item_title":null,"event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"Item 2.03 is the standard disclosure location for creation of direct financial obligations such as debt issuance, credit facilities, or term loans. The filing incorporates Item 1.01 by reference, which typically covers material acquisitions, dispositions, or other significant transactions that may involve debt creation. Without access to Item 1.01 details, the most probable event is debt issuance or a material financing arrangement.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-28T20:25:08.037027+00:00","company_name":"AZIO AI HOLDINGS, INC.","ticker":"EVTV","filing_date":"2026-09-28"},{"id":39520,"accession_number":"0001437749-26-031349","item_number":"3.02","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Item 3.02 discloses unregistered sales of Common Stock pursuant to a SEPA (Standstill and Equity Purchase Agreement), Warrants, Promissory Notes, and Commitment Shares, all made in reliance on Section 4(a)(2) exemption from registration. This is a classic dilutive private placement of equity securities that would materially affect shareholder ownership and is a strong signal of capital-raising activity at a small-cap issuer.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-28T20:25:08.037027+00:00","company_name":"AZIO AI HOLDINGS, INC.","ticker":"EVTV","filing_date":"2026-09-28"}]}