Material Agreement, Financial Obligation (Form 8-K)

On October 21, 2026 (the "Effective Date"), Azio AI Holdings, Inc., a Delaware corporation (the "Company"), entered into a Revolving Credit Facility Agreement (the "Credit Agreement") with Azio Corporation, a California corporation (the "Lender"), providing for an unsecured revolving credit facility of up to $2,300,000 (the "Loan Commitment"), inclusive of the Prior Advances (as defined below). Pursuant to the Credit Agreement, the Company may, from time to time, request loans (each, a "Loan" and collectively, "Loans") from the Lender, up to the Loan Commitment. The Lender may, in its sole discretion, fund any Loan that would cause the aggregate principal balance of the Loans to exceed the Loan Commitment upon its prior written consent. Amounts borrowed under the Credit Agreement shall be evidenced by an unsecured revolving promissory note (the "Promissory Note") executed by the Company and payable to the order of the Lender. Prior to entering into the Credit Agreement, the Lender provided the Company amounts totaling $2,225,000 (the "Prior Advances"). Pursuant to the Credit Agreement, the Company and the Lender agreed that the Prior Advances shall be deemed Loans and subject to the terms and conditions thereunder as of the Effective Date. Proceeds from the Credit Agreement may be used for working capital for the Company and such other uses as determined by the Board of Directors of the Company.

The Credit Agreement will mature on the first business day following the one-year anniversary of the Effective Date (the "Maturity Date"), and all outstanding Loans, plus all accrued and unpaid interest thereon, shall be due and payable on such date. Prior to the Maturity Date, all outstanding Loans may be prepaid by the Company, in its sole discretion, in whole or in part, to the Lender, and may thereafter be borrowed or reborrowed, subject to the terms of the Credit Agreement. All such prepayments shall be allocated first to accrued and unpaid interest, and thereafter to reduce the principal amount then owing.

The Promissory Note will bear interest at the rate of 8.5% per annum, which shall be calculated on the basis of a year consisting of 365 days or 366 days, as applicable. No payments of interest or principal amount as to any Loan will be due prior to the Maturity Date. The Credit Agreement contains customary events of default. If an event of default has occurred and continues after any applicable grace period, the Lender may, by notice to the Company, declare all outstanding Loans, plus all accrued and unpaid interest thereon, due and payable, except that acceleration will be automatic in the case of bankruptcy and insolvency events of default involving the Company.

The Company, in its sole discretion, may terminate the Credit Agreement at any time, for any reason, by giving the Lender not less than three days' written notice. Such termination only takes effect once the Company has repaid all outstanding Loans, plus all accrued and unpaid interest thereon, in full. The Lender, in its sole discretion, may terminate the Credit Agreement by delivering to the Company not less than 30 days' written notice prior to the effective date of such termination (the "Notice Period"). During the Notice Period, the Lender will keep funding Loans to the Company under the Credit Agreement and interest will continue to accrue on the outstanding indebtedness under the Credit Agreement through and including the effective date of termination. On the effective date of termination, all outstanding Loans, plus all accrued and unpaid interest thereon, will be due and payable in full.

Each of the Credit Agreement and the Promissory Note contains customary representations, warranties and conditions of the parties thereto. The representations, warranties and covenants contained in each of the Credit Agreement and the Promissory Note were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the parties.

Chi Wei David Shiue, the former Chief Business Development Officer of the Company and the sole member of Alora LLC, a beneficial owner of more than five percent (5%) of the outstanding shares of the Company's common stock, is the Chief Executive Officer and President and a majority shareholder of the Lender.

The foregoing descriptions of the Credit Agreement and the Promissory Note do not purport to be complete and are qualified in their entirety by reference to the full text of the Credit Agreement and the Promissory Note, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference in its entirety.