Envirotech Vehicles Files 8-K with Material Agreement
Ticker: EVTV · Form: 8-K · Filed: Sep 27, 2024 · CIK: 1563568
Sentiment: neutral
Topics: material-agreement, equity-sale, filing
TL;DR
EVTV filed an 8-K detailing a material agreement and equity sales.
AI Summary
Envirotech Vehicles, Inc. entered into a Material Definitive Agreement on September 23, 2024. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. The filing details the company's principal executive offices located at 1425 Ohlendorf Road, Osceola, AR 72370.
Why It Matters
This 8-K filing indicates significant corporate activity, including a material definitive agreement and potential equity transactions, which could impact the company's financial standing and future operations.
Risk Assessment
Risk Level: medium — The filing mentions unregistered sales of equity securities, which can sometimes indicate financial distress or dilution concerns.
Key Players & Entities
- Envirotech Vehicles, Inc. (company) — Registrant
- September 23, 2024 (date) — Date of earliest event reported
- 1425 Ohlendorf Road Osceola, AR 72370 (location) — Address of Principal Executive Offices
- 001-38078 (identifier) — Commission File Number
FAQ
What is the nature of the Material Definitive Agreement entered into by Envirotech Vehicles, Inc.?
The filing does not specify the details of the Material Definitive Agreement, only that one was entered into on September 23, 2024.
What type of equity securities were sold on an unregistered basis?
The filing mentions unregistered sales of equity securities but does not provide specific details about the type or amount of securities sold.
When was Envirotech Vehicles, Inc. incorporated?
Envirotech Vehicles, Inc. was incorporated in Delaware.
What is the IRS Employer Identification Number for Envirotech Vehicles, Inc.?
The IRS Employer Identification Number for Envirotech Vehicles, Inc. is 46-0774222.
What was the former name of Envirotech Vehicles, Inc.?
The company was formerly known as ADOMANI, INC. and Adomani, Inc.
Filing Stats: 2,089 words · 8 min read · ~7 pages · Grade level 14 · Accepted 2024-09-27 16:33:50
Key Financial Figures
- $0.00001 — nge on which registered Common stock , $0.00001 par value EVTV NASDAQ Stock Market L
- $25 million — e Company, an aggregate amount of up to $25 million (the "Commitment Amount") of the Compan
- $1.868 — Stock under the SEPA equals or exceeds $1.868 per share (which represents the lower o
- $1.95 — Commitment Amount (assuming a value of $1.95 per Commitment Share, representing the
- $25,000 — the Investor in an aggregate amount of $25,000 prior to execution of the SEPA. The SE
Filing Documents
- adom20240924_8k.htm (8-K) — 41KB
- ex_726922.htm (EX-10.1) — 243KB
- 0001437749-24-030191.txt ( ) — 466KB
- evtv-20240923.xsd (EX-101.SCH) — 3KB
- evtv-20240923_def.xml (EX-101.DEF) — 11KB
- evtv-20240923_lab.xml (EX-101.LAB) — 15KB
- evtv-20240923_pre.xml (EX-101.PRE) — 11KB
- adom20240924_8k_htm.xml (XML) — 3KB
01
Item 1.01. Entry into a Material Agreement. Standby Equity Purchase Agreement On September 23, 2024 (the "Effective Date"), Envirotech Vehicles, Inc., a Delaware corporation (the "Company"), entered into a standby equity purchase agreement (the "SEPA) with YA II PN, Ltd., a Cayman Islands exempt limited company (the "Investor"). Pursuant to the SEPA, subject to certain limitations and conditions set forth therein, the Company, at its sole discretion, shall have the right, but not the obligation, to sell to the Investor, and the Investor shall purchase from the Company, an aggregate amount of up to $25 million (the "Commitment Amount") of the Company's shares of common stock, par value $0.00001 per share ("Common Stock"), at the Company's request any time from the Effective Date until the first day of the month next following the 36-month anniversary of the Effective Date (the "Commitment Period"). Each sale by the Company to the Investor under the SEPA (an "Advance") is subject to a maximum limit equal to 100% of the average of the daily volume traded of the Common Stock on The Nasdaq Capital Market ("Nasdaq") for the five consecutive trading days immediately preceding the delivery by the Company of a written notice to the Investor with respect to such Advance (an "Advance Notice"). The shares of Common Stock to be purchased pursuant to an Advance Notice will be issued and sold to the Investor at a per share price equal to, at the Company's election as specified in the relevant Advance Notice: (i) 96% of the Market Price (as defined below) for any period commencing (a) if the Advance Notice is submitted to the Investor prior to 9:00 a.m., Eastern Time, on a trading day, the open of trading on such day or (b) if submitted to the Investor after 9:00 a.m., Eastern Time, on a trading day, upon the receipt of the Advance Notice by the Investor and, in any case, ending at 4:00 p.m., Eastern Time, on the applicable trading day of delivery of such Advance Notice (t
02
Item 3.02. Unregistered Sales of Equity Securities. The information contained in Item 1.01 of this Current Report on Form 8-K relating to the issuance of shares of Common Stock to the Investor pursuant to the SEPA, including the Commitment Shares and any shares to be issued in connection with an Advance, is incorporated by reference herein in its entirety. The offer and sale of shares of Common Stock pursuant to the SEPA was and will be made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the securities discussed herein, nor shall there be any offer, solicitation or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. Cautionary Note Regarding Forward - Looking Statements This Current Report on Form 8-K contains "forward-looking statements" within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events, expectations or actions and involve known and unknown risks, uncertainties and other factors that could cause the Company's actual results, levels of activity, performance or achievement to differ materially from those expressed or implied by these forward-looking statements. These risks and uncertainties include the Company's ability to satisfy the conditions under the SEPA, market conditions and other risks detailed in the Company's most recent annual report on Form 10-K and the Company's subsequent periodic reports and other filings with the SEC. You are cautioned not to place undue reliance on forward-looking statements, which are based on the Company's current expectations and assumptions and speak only as of the date of this Current Report on Form 8-K. The Co
Financial Statements and Exhibits
Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1 Standby Equity Purchase Agreement, dated September 23, 2024, by and between Envirotech Vehicles, Inc. and YA II PN, Ltd. 104 Cover Page Interactive Data File (formatted as Inline XBRL)
SIGNATURES
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ENVIROTECH VEHICLES, INC. Date: September 27, 2024 By: /s/ Franklin Lim Franklin Lim Chief Financial Officer