8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 9, 2018

adomani, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-38078	46-0774222
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

4740 Green River, Suite 106
Corona, CA 92880

(Address of principal executive offices) (Zip Code)

(949) 200-4613

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company     ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☒

Item 8.01. Other Events.

On January 10, 2018, ADOMANI, Inc. (the “Company”) issued a press release announcing the closing on January 9, 2018 of a best efforts public offering of 3,666,667 Units at a public offering price of $3.00 per Unit (the “Offering”). For each Unit sold in the Offering, the Company issued to the purchaser one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and a warrant to purchase 1.5 shares of Common Stock at an exercise price of $4.50. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

In connection with the Offering, the Company also issued to the placement agent and financial advisor for the Offering, respectively, warrants (the “Placement Agent Warrant”) to purchase an aggregate of 256,667 shares of Common Stock at an exercise price of $3.75.

The foregoing description of the Placement Agent Warrants is qualified in its entirety by reference to the complete text of the warrants, copies of which will be filed as exhibits to the Company’s next Annual Report on Form 10-K and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release of ADOMANI, Inc., dated January 10, 2018

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.

	ADOMANI, Inc.
Dated: January 10, 2018	By:	/s/ Michael K. Menerey
		Michael K. Menerey
		Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release of ADOMANI, Inc., dated January 10, 2018

EX-99.1

EXHIBIT 99.1

ADOMANI, Inc. Announces Closing of Public Offering of Units

Corona, CA / January 10, 2018 / ADOMANI, Inc. (NASDAQ: ADOM), a provider of advanced zero-emission and hybrid vehicle drivetrain solutions and purpose-built electric vehicles, today announced the closing of its previously announced public offering of 3,666,667 Units at a public offering price of $3.00 per Unit on January 9, 2018. Each Unit consists of one share of common stock and a warrant to purchase 1.5 shares of common stock at an exercise price of $4.50.

ADOMANI received total net proceeds from the offering of approximately $9.8 million, after deducting placement agent fees and other estimated offering expenses payable by ADOMANI. ADOMANI intends to use the net proceeds from the offering primarily for the prepayment of its outstanding secured 9% notes payable and working capital or other general corporate purposes.

Boustead Securities, LLC acted as the exclusive placement agent in connection with the offering, and Roth Capital Partners served as the financial advisor to ADOMANI in connection with the offering.

The Units were issued pursuant to an effective registration statement on Form S-1 that was previously filed with the Securities and Exchange Commission (“SEC”). A final prospectus has been filed with the SEC and is available on the SEC’s website at www.sec.gov. Copies of the final prospectus relating to the offering may be obtained, when available, from Boustead Securities, LLC, Attention: Daniel J. McClory, Head of Equity Capital Markets, 6 Venture, Suite 325, Irvine, CA 92618, by telephone at (949) 502-4409 or by e-mail at offerings@boustead1828.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, any security in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About ADOMANI, Inc.

ADOMANI, Inc. is a provider of zero-emission electric and hybrid vehicles and replacement drivetrains that is focused on reducing the total cost of vehicle ownership. ADOMANI’s drivetrain systems are designed to help fleet operators unlock the benefits of green technology and address the challenges of traditional fuel price cost instability and local, state and federal environmental regulatory compliance. ADOMANI designs advanced zero-emission electric and hybrid drivetrain systems for integration in new school buses and medium to heavy-duty commercial fleet vehicles.

Forward-Looking Statements

Statements made in this press release that relate to future plans, events, financial results, prospectus or performance, including with respect to the proposed offering and the intended use of the proceeds of the offering, are forward-looking statements as defined under the Private Securities Litigation Reform Act of 1995. While they are based on the current expectations and beliefs of management, such forward-looking statements are subject to a number of risks, uncertainties, assumptions and other factors that could cause actual results to differ materially from the expectations expressed in this press release, including the risks and uncertainties disclosed in ADOMANI’s reports filed with the SEC and the “Risk Factors” section of its registration statement on Form S-1, all of which are available online at www.sec.gov. All statements, other than statements of historical fact, are statements that could be deemed forward-looking statements, including statements containing the words “planned,” “expects,” “believes,” “strategy,” “opportunity,” “anticipates,” “outlook,” “designed,” and similar words. 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, ADOMANI undertakes no obligation to update or revise any forward-looking statements to reflect new information, changed circumstances or unanticipated events.

Company Contact:

Michael K. Menerey, Chief Financial Officer

Telephone: (951) 407-9860 ext 205

Email: mike.m@ADOMANIelectric.com

Investor Relations Contact:

Kevin Kanning, VP Investor Relations

Telephone: (650) 533-7629

Email: kevin.k@ADOMANIelectric.com

James Carbonara, Hayden IR

Telephone: (646) 755-7412

Email: james@haydenir.com