Envirotech Vehicles Files 8-K on Material Agreements

TL;DR

EVTV filed an 8-K detailing material agreements and equity sales as of Oct 30, 2024.

AI Summary

Envirotech Vehicles, Inc. (formerly Adomani, Inc.) filed an 8-K on November 5, 2024, reporting on events as of October 30, 2024. The filing indicates the entry into a material definitive agreement, unregistered sales of equity securities, and includes Regulation FD disclosures and financial statements. The company is incorporated in Delaware and its principal executive offices are located in Osceola, Arkansas.

Why It Matters

This 8-K filing signals significant corporate actions, including definitive agreements and equity sales, which could impact the company's financial structure 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
• Adomani, Inc. (company) — Former company name
• October 30, 2024 (date) — Date of earliest event reported
• November 5, 2024 (date) — Filing date

FAQ

Key Financial Figures

• $0.00001 — ange on which registered Common stock, $0.00001 par value EVTV NASDAQ Stock Market
• $1 million — ayments in an aggregate amount of up to $1 million (each such monthly payment, an "Earnout

Filing Documents

• adom20241105_8k.htm (8-K) — 37KB
• ex_742949.htm (EX-2.1) — 247KB
• ex_743071.htm (EX-99.1) — 12KB
• 0001437749-24-033340.txt ( ) — 485KB
• evtv-20241030.xsd (EX-101.SCH) — 3KB
• evtv-20241030_def.xml (EX-101.DEF) — 11KB
• evtv-20241030_lab.xml (EX-101.LAB) — 15KB
• evtv-20241030_pre.xml (EX-101.PRE) — 11KB
• adom20241105_8k_htm.xml (XML) — 3KB

01

Item 1.01. Entry into a Material Agreement. Membership Interest Purchase Agreement On October 30, 2024, Envirotech Vehicles, Inc., a Delaware corporation (the "Company"), entered into a Membership Interest Purchase Agreement (the "Purchase Agreement") with Maddox Industries, LLC, a Puerto Rico limited liability company ("Maddox Industries"), and Jason Maddox, the sole member of Maddox Industries (the "Seller"), pursuant to which, subject to the terms and conditions of the Purchase Agreement, the Company has agreed to purchase from the Seller all of the issued and outstanding membership interests (the "Purchased Interests") in Maddox Industries (the "Maddox Acquisition"). As consideration for the Purchased Interests, at the closing of the Maddox Acquisition (the "Closing"), the Company will issue 3,100,000 shares of the Company's common stock, par value $0.00001 per share (the "Common Stock"), to the Seller (the "Stock Consideration"), provided that the number of shares of Common Stock constituting the Stock Consideration will be reduced by any number of whole shares of Common Stock exceeding 19.99% of the outstanding shares of Common Stock as of immediately prior to the Closing. As additional consideration for the Purchased Interests, during the six-month period following the Closing (the "Earnout Period"), the Seller is eligible to receive up to six monthly cash payments in an aggregate amount of up to $1 million (each such monthly payment, an "Earnout Payment") in accordance with the terms of the Purchase Agreement. The Earnout Payment payable to the Seller for each calendar month during the Earnout Period, if any, will be equal to the aggregate amount of gross revenue received by Maddox Industries in respect of any Closing Receivable (as defined in the Purchase Agreement) during such calendar month, provided that all Earnout Payments payable by the Company to Seller under the Purchase Agreement may not exceed $1 million. The Purchase Agreement contains cu

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 the Stock Consideration to the Seller by the Company in consideration for the Purchased Interests is incorporated by reference herein in its entirety. The issuance of the Stock Consideration in connection with the Maddox Acquisition will be made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), as a transaction not involving a public offering. The Company will rely upon representations, warranties, certifications and agreements of the Seller in the Purchase Agreement in support of the satisfaction of the conditions contained in Section 4(a)(2) of the Securities Act and the rules and regulations promulgated thereunder. 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.

01

Item 7.01 Regulation FD Disclosure. On October 31, 2024, the Company issued a press release announcing the Maddox Acquisition and the execution of the Purchase Agreement. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information set forth under Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of such section. The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act or the Exchange Act, regardless of any incorporation by reference language in any such filing, except as expressly set forth by specific reference in such a filing. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely by Regulation FD. 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 risk of the parties' ability to consummate the transactions contemplated by the Purchase Agreement in a timely manner or at all; the risk that the conditions to closing the Maddox Acquisition may not be satisfied; the occurrence of any event, change or other circumstance or con

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 2.1* Membership Interest Purchase Agreement, dated as of October 30, 2024, by and among Maddox Industries, LLC, Jason Maddox, and Envirotech Vehicles, Inc. 99.1 Press Release, dated October 31, 2024 104 Cover Page Interactive Data File (formatted as Inline XBRL) * Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission upon request.

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: November 5, 2024 By: /s/ Franklin Lim Franklin Lim Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR