EVTV Executes Transformational AZIO AI Acquisition Framework at $3.00 Per Share

HOUSTON, Jan. 06, 2026 (GLOBE NEWSWIRE) -- via IBN -- Envirotech Vehicles, Inc. (NASDAQ:EVTV) ("EVTV" or the "Company") today announced that it has entered into an Amended and Restated Letter of Intent ("LOI") with AZIO AI Corporation ("AZIO AI"), pursuant to which EVTV would acquire 100% of the issued and outstanding equity interests of AZIO AI through a merger transaction.

The LOI reflects preliminary understandings only and does not create any obligation on behalf of either party with respect to the contemplated transaction, except with respect to customary exclusivity, no-shop, confidentiality and expense provisions. The contemplated transaction remains subject to the negotiation and execution of a definitive agreement, completion of due diligence, receipt of required regulatory approvals,  approval by the boards of directors and shareholders of both companies, and other customary closing conditions. There can be no assurance that a definitive agreement will be executed or that the contemplated transaction will be consummated.

The executed LOI establishes a transaction framework under which AZIO AI would become a wholly owned subsidiary of EVTV, representing a potential strategic transformation of EVTV's business, leadership structure, and long-term platform focus toward advanced artificial intelligence infrastructure and high-performance computing.

Under the terms outlined in the LOI, the contemplated transaction would be structured as a statutory merger, pursuant to which a newly formed subsidiary of EVTV would merge into AZIO AI at closing. Upon completion of the merger, AZIO AI would continue as the surviving entity and a wholly owned subsidiary of EVTV.

The LOI contemplates that AZIO AI shareholders would receive equity consideration in EVTV equity securities, with the final form, structure, and allocation to be determined in the definitive agreement. Any outstanding options, warrants, or other equity-linked instruments of AZIO AI would be converted into the right to receive EVTV equity securities in accordance with the final exchange mechanics set forth in the definitive agreement, subject to customary adjustments.

While subject to negotiation of the definitive agreement, the parties have discussed a non-binding transaction framework that assumes an enterprise value for AZIO AI of $480 million and an agreed reference value of $3.00 per share of EVTV common stock. EVTV's Board of Directors has approved the LOI utilizing a $3.00 per share reference value, subject to completion of an independent third-party valuation.  

The LOI contemplates that Chris Young, Chief Executive Officer of AZIO AI, would be appointed Chief Executive Officer of EVTV effective as of the closing of the contemplated transaction.

The LOI includes customary exclusivity and no-shop provisions, pursuant to which EVTV has agreed to cease discussions with other potential acquisition counterparties and refrain from soliciting or engaging in alternative acquisition proposals during the due diligence period.

"This LOI reflects a disciplined and deliberate approach to advancing EVTV's strategic evolution," said Elgin Tracy, Chief Operating Officer of EVTV. "If completed, the contemplated transaction would align EVTV with a scaled AI infrastructure platform, an experienced technology leadership team, and a governance framework designed to support long-term execution and shareholder value creation."

ABOUT ENVIROTECH VEHICLES, INC.

Envirotech Vehicles, Inc. (NASDAQ:EVTV) is a technology-focused company pursuing strategic initiatives designed to enhance long-term shareholder value through platform transformation, operational realignment, and selective acquisitions.

ABOUT AZIO AI CORPORATION

AZIO AI Corporation is a high-performance computing and artificial intelligence infrastructure company focused on the development and deployment of scalable AI compute platforms supporting advanced AI workloads, data-intensive applications, and enterprise-scale computing environments.

FORWARD-LOOKING STATEMENTS

This press release contains certain "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995. These statements can be identified by the use of words such as "may," "could," "will," "should," "would," "expect," "plan," "intend," "anticipate," "believe," "estimate," "predict," "potential," "project" or "continue" or the negative of these terms or other comparable terminology. These forward-looking statements (including, without limitation, the assumed valuations of AZIO AI and EVTV,  the contemplated directors and officers of EVTV following the closing of the contemplated transaction, the anticipated benefits and opportunities that may be generated by the contemplated transaction and the execution of a definitive agreement for the contemplated transaction) are not guarantees of future performance and involve risks, assumptions, and uncertainties, including, but not limited to, risks related to: the parties' ability to enter into a definitive agreement for, and to consummate, the contemplated transaction in a timely manner or at all; EVTV's ability to integrate AZIO AI's business following the closing of the contemplated transaction; the ability of the parties to obtain all necessary consents and approvals in connection with the contemplated transaction and the satisfaction or waiver of any additional conditions to the closing of the contemplated transaction; the parties' ability to obtain the approval of their respective boards of directors and securityholders; potential delays in entering into a definitive agreement for, or consummating, the contemplated transaction; EVTV's ability to realize the benefits of the contemplated transaction; EVTV's ability to maintain compliance with applicable listing criteria of The Nasdaq Stock Market LLC ("Nasdaq") and the effect of a delisting from Nasdaq on the market for EVTV's securities; the effect of the announcement or pendency of the contemplated transaction on EVTV's business relationships, operating results and business generally; significant transaction costs and unknown liabilities; litigation or regulatory actions related to the contemplated transaction; and the risks and uncertainties disclosed in reports filed by EVTV with the U.S. Securities and Exchange Commission, all of which are available online at www.sec.gov. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by these forward-looking statements. Therefore, you should not rely on any of these forward-looking statements.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Except as required by law, EVTV undertakes no obligation to update or revise any forward-looking statements to reflect new information, changed circumstances, or unanticipated events.

No Offer or Solicitation

This press release shall not constitute an offer to sell, or a solicitation of an offer to buy, or a recommendation to purchase, any securities in any jurisdiction, or the solicitation of any vote, consent or approval in any jurisdiction in connection with respect to the contemplated transaction, nor shall there be any sale, issuance or transfer of any securities in any jurisdiction where, or to any person to whom, such offer, solicitation or sale may be unlawful under the laws of such jurisdiction. This press release does not constitute either advice or a recommendation regarding any securities. No offering of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom.

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