Form 8-K - Current report

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)

001-38078		46-0774222
(Commission File Number)		(IRS Employer Identification No.)
1425 Ohlendorf Road Osceola, Arkansas		72370
(Address of Principal Executive Offices)		(Zip Code)

(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:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.00001 par value	EVTV	NASDAQ Stock Market LLC.

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. ☐

Item 3.02.

Unregistered Sales of Equity Securities.

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.

	ENVIROTECH VEHICLES, INC.

Date: January 22, 2024	By:	/s/ Douglas M. Campoli
		Douglas M. Campoli
		Chief Financial Officer and Treasurer

Document And Entity Information	Jan. 18, 2024
Document Information [Line Items]
Entity, Registrant Name	ENVIROTECH VEHICLES, INC
Document, Type	8-K
Document, Period End Date	Jan. 18, 2024
Entity, Incorporation, State or Country Code	DE
Entity, File Number	001-38078
Entity, Tax Identification Number	46-0774222
Entity, Address, Address Line One	1425 Ohlendorf Road
Entity, Address, City or Town	Osceola
Entity, Address, State or Province	AR
Entity, Address, Postal Zip Code	72370
City Area Code	870
Local Phone Number	970-3355
Title of 12(b) Security	Common stock
Trading Symbol	EVTV
Security Exchange Name	NASDAQ
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001563568