Form DEFA14A AZIO AI HOLDINGS, INC.

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UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

 

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

 

 

Check the appropriate box:

 

☐         Preliminary Proxy Statement

 

☐         Confidential, For Use of the Commission Only (As Permitted by Rule 14a-6(e)(2))

 

☐         Definitive Proxy Statement

 

☒         Definitive Additional Materials

 

☐         Soliciting Material under Rule 14a-12

 

 

AZIO AI HOLDINGS, INC.

(Name of Registrant as Specified in Its Charter)

 

 

 

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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

 

 

Payment of Filing Fee (Check all boxes that apply):

 

☒         No fee required.

 

☐         Fee paid previously with preliminary materials

 

☐         Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

 

 

 

 

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported): November 2, 2026

 

AZIO AI HOLDINGS, INC.

 

 

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(Exact Name of Registrant as Specified in Its Charter)

 

 

Delaware

 

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(State or Other Jurisdiction of Incorporation)

 

001-38078	46-0774222
(Commission File Number)	(IRS Employer Identification No.)
7510 Ardmore Street
Houston, TX	77054
(Address of Principal Executive Offices)	(Zip Code)

 

 

(870) 970-3355

 

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

 

N/A

 

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(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.00001 par value	AZIO	Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

Item 8.01.         Other Events.

 

On November 2, 2026, Azio AI Holdings, Inc., a Delaware corporation (the “Company”), commenced its 2026 Annual Meeting of Stockholders (the “Annual Meeting”), as previously scheduled, and adjourned the Annual Meeting, without any proposals being voted upon, until November 13, 2026, at 9:00 a.m., Pacific Time, due to a lack of quorum. The Annual Meeting was adjourned to allow the Company’s stockholders additional time to vote on the proposals described in the Company’s proxy statement for the Annual Meeting.

 

The close of business on September 10, 2026, will continue to be the record date for the determination of stockholders of the Company entitled to vote at the Annual Meeting. Stockholders may cast their votes by visiting https://www.iproxydirect.com/aazio before the reconvened Annual Meeting or HTTPS://EDGE.MEDIA-SERVER.COM/MMC/GO/AZIO2026AGM during the reconvened Annual Meeting. Stockholders of the Company who have previously submitted their proxies or otherwise voted and who do not want to change their vote do not need to take any action. During the period of the adjournment, the Company will continue to solicit votes from its stockholders with respect to the proposals for the Annual Meeting.

 

The Company has engaged a proxy solicitor, InvestorCom LLC, to assist the Company’s Board of Directors and management in obtaining adequate votes to achieve the required quorum for the Annual Meeting. The Company will bear the costs of solicitation and estimates that its proxy solicitation fees payable to InvestorCom LLC will total approximately $12,500, plus customary out-of-pocket expenses.

 

The Company encourages all stockholders of record as of the close of business on September 10, 2026, who have not yet voted, to do so by November 12, 2026, at 11:59 p.m., Eastern Time. Notwithstanding the foregoing, any votes properly received before the close of the adjourned Annual Meeting on November 13, 2026, will be accepted.

 

Additional Information and Where to Find It

 

This document may be deemed to be solicitation material in respect of the Annual Meeting to be held on November 13, 2026. The Company previously filed a definitive proxy statement with the U.S. Securities and Exchange Commission (the “SEC”) on October 9, 2026. BEFORE MAKING ANY VOTING DECISIONS, SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE ADJOURNED MEETING. The definitive proxy statement has been mailed to stockholders who are entitled to vote at the Annual Meeting. No changes have been made in the proposals to be voted on by stockholders at the Annual Meeting. The Company’s proxy statement and any other materials filed by the Company with the SEC can be obtained free of charge at the SEC’s website at www.sec.gov.

 

Participants in the Solicitation

 

The Company and its directors and executive officers may be considered participants in the solicitation of proxies from the Company’s stockholders in respect of the adjourned Annual Meeting. Information about the directors and executive officers of the Company is set forth in its Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on April 13, 2026, and in subsequent Quarterly Reports on Form 10-Q and other documents filed by the Company from time to time with the SEC. Additional information regarding the persons who may be deemed participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, was also included in the definitive proxy statement filed by the Company with the SEC on October 9, 2026. You may obtain free copies of these documents as described above.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	AZIO AI HOLDINGS, INC.
Date: November 2, 2026	By:	/s/  Jason Maddox
		Jason Maddox
		Chief Financial Officer

 

 

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