The Company evaluates subsequent events that have occurred after the balance sheet date but before the unaudited condensed consolidated financial statements are issued. There are two types of subsequent events: (1) recognized, or those that provide additional evidence with respect to conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements, and (2) non-recognized, or those that provide evidence with respect to conditions that did not exist at the date of the balance sheet but arose subsequent to that date. 

As disclosed in Note 1 - Organization and Operations, on July 2, 2026, the Company acquired Legacy Azio pursuant to the Merger Agreement. The Merger Agreement amended and restated in its entirety the prior merger agreement between the parties entered into and announced on May 19, 2026. At the closing of the Azio Acquisition, the Company issued to former Legacy Azio stockholders (i) 2,460,351 shares of the Company's common stock, representing no more than 19.9% of the Company's outstanding common stock immediately prior to the closing, net of 194,807 shares issuable upon conversion of $150,000 aggregate principal amount of Legacy Azio convertible notes assumed by the Company, and (ii) 973,450 shares of the Company's Series A Non-Voting Convertible Preferred Stock (the “Series A Preferred Stock”). No fractional shares were issued. Any fractional interests were aggregated and any remaining fractional shares were rounded up to the nearest whole share. Each share of Series A Preferred Stock is convertible into 100 shares of common stock upon approval by the Company's stockholders of a proposal to permit such conversion under Nasdaq Listing Rule 5635.

The Company is currently evaluating the accounting treatment of the Azio Acquisition, including whether it will be accounted for as a business combination under ASC 805 and, if so, the preliminary allocation of the purchase price to the identifiable assets acquired and liabilities assumed. Because the acquisition occurred after June 30, 2026, the Company’s consolidated financial statements as of and for the six months ended June 30, 2026 do not reflect the effects of the Azio Acquisition. The Company will include the required disclosures under ASC 805, in its Quarterly Report on Form 10-Q for the quarter in which the Azio Acquisition occurred.

Subsequent to the closing of the Azio Acquisition, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Amendment”), to change its corporate name to “Azio AI Holdings, Inc.” (the “Name Change”), which was effective upon filing. In connection with the Name Change, the Company’s common stock commenced trading under the symbol “AZIO”, effective at the open of trading on July 13, 2026. The Company’s Board of Directors also amended and restated the Company’s Amended and Restated Bylaws to reflect the Name Change to be effective as of the effective time of the Certificate of Amendment.