AZIO AI HOLDINGS, INC.

Code

A

Shares

295,242

Price

$0.00

Footnotes

5

Received as merger consideration pursuant to the Amended and Restated Agreement and Plan of Merger, dated July 2, 2026 ("Merger Agreement"), by and among the Issuer, EV-AZ Merger Sub, Inc., a wholly owned subsidiary of the Issuer ("Merger Sub 1"), Azio AI, LLC, a wholly owned subsidiary of the Issuer ("Merger Sub 2"), and Azio AI Corporation ("Azio"). The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. Under the terms of the Merger Agreement, on July 2, 2026, Merger Sub 1 merged with and into Azio, with Azio surviving the first merger as a wholly owned subsidiary of the Issuer, and immediately following the first merger, Azio merged with and into Merger Sub 2, with Merger Sub 2 surviving the second merger as a wholly owned subsidiary of the Issuer (such mergers, collectively the "Merger"). Upon the closing of the Merger, outstanding shares of common stock of Azio were converted into the right to receive shares of the Issuer's common stock and Series A Non-Voting Convertible Preferred Stock (the "Series A Preferred Stock") in accordance with the Merger Agreement. Received as merger consideration pursuant to the Merger Agreement. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. The Series A Preferred Stock will become convertible into 100 shares of common stock of the Issuer upon stockholder approval. The Series A Preferred Stock is perpetual and therefore has no expiration date.