AZIO enters $50 million standby equity agreement

Posted by Brian Himes on Sep 30th, 2026

What happened

AZIO AI HOLDINGS, INC. (NASDAQ: AZIO) entered a standby equity purchase agreement with YA II PN, LTD. dated as of September 25, 2026. The agreement lets the Company issue and sell to the Investor, from time to time, up to $50 million of the Company’s shares of common stock, par value $0.00001 per share. The filing says the Common Shares are listed for trading on the Nasdaq Capital Market under the symbol AZIO.

It also says the Parties are concurrently entering into a Registration Rights Agreement, and the Company will pay the Commitment Fee pursuant to Section 12.04. Section 2.01 says the Investor shall advance $3,500,000 in Pre-Paid Advances, with a first tranche of $3,000,000 and a second tranche of $500,000. Each Pre-Advance Closing is subject to Annex II conditions.

Key numbers

Metric	Latest	Source
Commitment Amount	up to $50 million	SEC 8-K
Pre-Paid Advance	$3,500,000	SEC 8-K
First Pre-Advance tranche	$3,000,000	SEC 8-K
Second Pre-Advance tranche	$500,000	SEC 8-K
Ownership Limitation	4.99%	SEC 8-K
Exchange Cap	3,473,960 shares	SEC 8-K

Why it matters

At each Pre-Advance Closing, the Investor advances the tranche amount less a 4% discount, and the Company delivers a Promissory Note for the full tranche amount. That structure gives AZIO a possible funding path, but it also creates a potential share-issuance burden. The central comparison is that the $50 million Commitment Amount is about 237% of AZIO AI HOLDINGS, INC.'s market value.

The counterargument is built into the filing: there are no mandatory minimum Advances and no non-usage fee for not using the Commitment Amount. Any Advance can also be reduced by the Ownership Limitation, the Registration Limitation, the Exchange Cap, and the Volume Threshold.

The Ownership Limitation caps the Investor at 4.99% of the then outstanding voting power or number of Common Shares. The Exchange Cap is 3,473,960 shares, representing 19.99% of the aggregate number of Common Shares issued and outstanding as of the signing of this Agreement.

What's next

The first Pre-Advance Closing is set for 10:00 a.m., New York time, on the Effective Date, if the Annex II conditions are satisfied. The second Pre-Advance Closing is set for 10:00 a.m., New York time, on the second Trading Day after the initial Registration Statement first becomes effective.

Later Advance Notices may be delivered during the Commitment Period, and each one sets the shares and Pricing Period for a Closing. If the first closing happens on schedule and later Advance Notices arrive, that would strengthen the financing case. If they do not, the agreement remains unused.

Sources

SEC 8-K — Exhibit 10.1 Standby Equity Purchase Agreement dated as of September 25, 2026, between YA II PN, LTD. and AZIO AI HOLDINGS, INC.

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Originally published on OptimistFi, evidence-first equity research. More at optimistfi.com.