Azio Ai Holdings, Inc 10-K/A, filed Oct 17, 2023
Azio Ai Holdings, Inc. (AZIO)
About this 10-K/A
Azio Ai Holdings, Inc filed this 10-K/A on October 17, 2023, covering the fiscal year ended December 31, 2022.
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Title of each class
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Trading Symbol(s) |
Name of each exchange on which registered.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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☒
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Smaller reporting company
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Emerging growth company
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Auditor Name:
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Auditor Location:
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Auditor PCAOB Firm ID:
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(a)
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The following documents are filed as part of this Annual Report:
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(1)
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Financial Statements.
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(2)
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Financial Statement Schedules.
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(3)
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Exhibits.
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Incorporated by Reference
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Exhibit
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Exhibit
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Filed
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Number
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Description of Exhibit
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Form
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File No.
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Date
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No.
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Herewith
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3.1
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1-A POS
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024-10656
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6/15/2017
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2.7
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3.2
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8-K
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001-38078
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6/11/2018
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3.1
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3.3
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1-A POS
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024-10656
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6/15/2017
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2.8
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4.1
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S-1/A
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333-220983
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12/15/2017
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4.1
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4.2
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1-A
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024-10656
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12/21/2016
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3.1
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4.3
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10-Q
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001-38078
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8/14/2017
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4.1
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4.4
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10-Q
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001-38078
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8/14/2017
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4.2
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4.5
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8-K
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001-38078
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1/8/2018
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4.2
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4.6
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S-1/A
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333-220983
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1/4/2018
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4.7
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4.7
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8-K
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001-38078
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12/28/2020
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4.1
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4.8
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10-K
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001-38078
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3/31/2021
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4.8
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9.1
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1-A/A
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024-10656
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4/7/2017
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5.1
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10.2+
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1-A
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024-10656
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12/21/2016
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6.8
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10.3
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1-A
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024-10656
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12/21/2016
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6.9
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10.4+
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1-A/A
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024-10656
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1/17/2017
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6.15
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10.5+
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1-A/A
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024-10656
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4/7/2017
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6.17
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10.6+
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1-A/A
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024-10656
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4/7/2017
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6.18
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10.7+
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1-A/A
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024-10656
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4/7/2017
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6.19
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Incorporated by Reference
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Exhibit
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Exhibit
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Filed
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Number
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Description of Exhibit
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Form
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File No.
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Date
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No.
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Herewith
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10.8
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8-K
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001-38078
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1/8/2018
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10.1
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10.9
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1-A/A
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024-10656
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2/13/2017
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4.1
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10.10
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1-A/A
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024-10656
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2/13/2017
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8.1
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10.12
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10-Q
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001-38078
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8/14/2020
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10.1
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10.13
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10-Q
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001-38078
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8/14/2020
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10.2
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10.14
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10-Q
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001-38078
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8/14/2020
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10.3
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10.15
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10-Q
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001-38078
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8/14/2020
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10.4
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10.16
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10-Q
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001-38078
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11/13/2020
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10.1
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10.17+
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10-Q
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001-38078
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11/13/2020
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10.2
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10.18
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8-K
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001-38078
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12/03/2020
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10.1
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10.19
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8-K
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001-38078
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12/28/2020
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10.1
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10.20
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8-K
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001-38078
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12/28/2020
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10.2
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10.21
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8-K
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001-38078
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2/17/2021
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2.1
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10.22+
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8-K
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001-38078
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1/7/2022
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10.1
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10.23+
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8-K
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001-38078
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1/7/2022
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10.2
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10.24+
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8-K
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001-38078
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2/8/2022
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10.1
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Incorporated by Reference
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Exhibit
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Exhibit
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Filed
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Number
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Description of Exhibit
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Form
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File No.
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Date
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No.
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Herewith
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21.1
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10-K
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001-38078
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9/25/2023
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21.1
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23.1
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10-K
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001-38078
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9/25/2023
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23.1
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23.2
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10-K
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001-38078
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9/25/2023
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23.2
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24.1
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10-K
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001-38078
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9/25/2023
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24.1
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31.1
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10-K
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001-38078
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9/25/2023
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31.1
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31.2
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10-K
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001-38078
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9/25/2023
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31.2
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31.3
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X
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31.4
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X
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32.1#
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10-K
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001-38078
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9/25/2023
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32.1
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32.2#
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X
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101.INS
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Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).*
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101.SCH
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Inline XBRL Taxonomy Extension Schema Document*
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101.CAL
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Inline XBRL Taxonomy Extension Calculation Linkbase Document*
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101.LAB
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Inline XBRL Taxonomy Extension Label Linkbase Document*
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101.PRE
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Inline XBRL Taxonomy Extension Presentation Linkbase Document*
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101.DEF
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Inline XBRL Taxonomy Extension Definitions Linkbase Document*
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104
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Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
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Indicates a management contract or compensatory plan.
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#
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The information in Exhibit 32.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Act, or the Exchange Act (including this report), unless the Registrant specifically incorporates the foregoing information into those documents by reference.
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*
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In accordance with Rule 402 of Regulation S-T, this interactive data file is deemed not filed or part of this Annual Report on Form 10-K for purposes of Sections 11 or 12 of the Securities Act or Section 18 of the Exchange Act and otherwise is not subject to liability under these sections.
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ENVIROTECH VEHICLES INC.
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Date: October 17, 2023
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By:
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/s/ Phillip W. Oldridge
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Phillip W. Oldridge
Chief Executive Officer
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Exhibit 31.3
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Phillip W. Oldridge, certify that:
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1. |
I have reviewed this Annual Report on Form 10-K of Envirotech Vehicles, Inc.; |
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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4. |
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
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(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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(c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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(d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
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5. |
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
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(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
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Date: October 17, 2023 |
/s/ Phillip W. Oldridge |
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Phillip W. Oldridge Chief Executive Officer, President and Chairman of the Board (Principal Executive Officer) |
Exhibit 31.4
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Douglas M. Campoli, certify that:
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1. |
I have reviewed this Annual Report on Form 10-K of Envirotech Vehicles, Inc.; |
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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4. |
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
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(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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(c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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(d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
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5. |
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
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(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
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Date: October 17, 2023 |
By: |
/s/ Douglas M. Campoli |
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Douglas M. Campoli Chief Financial Officer and Treasurer |
Exhibit 32.2
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER AND
CHIEF FINANCIAL OFFICER PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Each of the undersigned hereby certifies, in accordance with 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in his respective capacity as an officer of Envirotech Vehicles, Inc., that the Annual Report on Form 10-K of Envirotech Vehicles, Inc. for the year ended December 31, 2022 fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 and that the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of Envirotech Vehicles, Inc.
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Date: October 17, 2023 |
By: |
/s/ Phillip W. Oldridge |
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Phillip W. Oldridge Chief Executive Officer, President and Chairman of the Board (Principal Executive Officer) |
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Date: October 17, 2023 |
By: |
/s/ Douglas M. Campoli |
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Douglas M. Campoli Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) |