AZIO AI Holdings Amends Series A Preferred Stock Terms to Expand Fundamental Transaction Definition

Azio AI Holdings, Inc. filed an amendment to the Certificate of Designation for its Series A Non-Voting Convertible Preferred Stock with the Secretary of State of Delaware on September 15, 2026. The amendment, which became effective immediately upon filing, modifies the definition of a "Fundamental Transaction" within the preferred stock's charter.

The Company replaced clause (C) of the existing definition with new language. The updated clause now defines a Fundamental Transaction as any tender offer or exchange offer by the Corporation that is completed if more than 50% of the Common Stock not held by the Corporation is exchanged for or converted into other securities, cash, or property.

The amendment was approved by the Company’s board of directors and by the unanimous consent of the holders of the Company’s Series A Non-Voting Convertible Preferred Stock. The filing was made pursuant to Item 5.03 of Form 8-K and includes Exhibit 3.1, which contains the full text of the Certificate of Amendment.