adom20240118_8k.htm
false
0001563568
0001563568
2024-01-18
2024-01-18
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 18, 2024
ENVIROTECH VEHICLES, INC
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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001-38078
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46-0774222
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(Commission File Number)
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(IRS Employer Identification No.)
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1425 Ohlendorf Road Osceola, Arkansas
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72370
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(Address of Principal Executive Offices)
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(Zip Code)
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(870) 970-3355
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common stock, $0.00001 par value
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EVTV
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NASDAQ Stock Market LLC.
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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:
☐ 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 Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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. ☐
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Item 3.02.
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Unregistered Sales of Equity Securities.
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On January 18, 2024, the Company, through a private placement exempt from registration under the Securities Act of 1933, as amended, issued a Convertible Promissory Note in the principal amount of One Million Dollars ($1,000,000.00), to Gerald Douglas Conrod, as investor, according to the following terms:
Principal amount: One Million Dollars ($1,000,000.00), together with an origination fee of Ninety-Nine Thousand Dollars ($99,000.00).
Maturity Date: The earlier of the next S-1 filing of the Company or September 30, 2024.
Warrant Coverage: Grant of Eight Hundred Thousand (800,000) Warrants to purchase Common Stock at $1.50 per share, expiring two years from the date of the Note.
Note Conversion Terms: On or before maturity, the Investor has the right to convert any and all outstanding principal amount into Common Stock at a per-share price equal to the greater of $1.50 and an amount equal to ninety percent (90%) of the per-share price at which such shares of Common Stock close on the Nasdaq stock exchange, calculated as of the date of the conversion contemplated hereby (in any event subject to proportionate adjustment in the event of stock splits, combinations, recapitalizations or similar events).
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.
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ENVIROTECH VEHICLES, INC.
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Date: January 22, 2024
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By:
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/s/ Douglas M. Campoli
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Douglas M. Campoli
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Chief Financial Officer and Treasurer
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