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): October 16, 2024

ENVIROTECH VEHICLES, 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.)

1425 Ohlendorf Road

Osceola, AR 72370

(Address of principal executive offices) (Zip Code)

(951) 407-9860

(Registrant’s telephone number, including area code)

Not Applicable

(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:

☐	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))

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

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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 16, 2024, Envirotech Vehicles, Inc., a Delaware corporation (the “Company”), announced the appointments of Jason Maddox as President of the Company and Elgin Tracy as Chief Operating Officer of the Company. Each of these appointments was effective as of October 16, 2024.

Jason Maddox, 46, most recently served as Chief Executive Officer of Maddox Defense, Inc. (“Maddox Defense”) since June 2008 and Chief Executive Officer of Maddox Industries LLC since January 2021. He delivers years of large company executive leadership, successfully building Maddox Defense to one of the major players in government contracting. Mr. Maddox graduated from the University of Colorado with a Bachelor of Science degree in mechanical engineering and journalism and mass communication. He also holds a master’s degree in entrepreneurship from the Babson F.W. Olin Graduate School and a post-graduate degree in entrepreneurship studies from Harvard Business School.

Elgin Tracy, 40, most recently served as Chief Operating Officer of Maddox Defense since August 2021. Prior to this position, Mr. Tracy previously served as Head of Operations of Maddox Defense from August 2020 to August 2021. Before joining Maddox Defense, Mr. Tracy held the position of a manufacturer at PPE Manufacturer from 2019 to 2021 and was a managing partner for Foreman Electric Company from 2017 to 2018. Renowned for his over 20 years of expertise in operating and running successful businesses in the defense and oil & gas sectors, Mr. Tracy brings a wealth of operational and logistical experience, having overseen and successfully delivered over $2.5 billion in contracts and purchase orders in the past five years. In his most recent role as Chief Operating Officer of Maddox Defense, Mr. Tracy played a pivotal role in delivering over 100 million COVID test kits and 126 million isolation gowns to the U.S. government. He holds a Bachelor of Arts degree in construction management from Texas State University.

Each of Mr. Maddox’s and Mr. Tracy’s compensation for their respective positions with the Company will be determined by the Compensation Committee of the Company’s Board of Directors at a later date.

Except as set forth in this Item 5.02, there are no arrangements between Mr. Maddox or Mr. Tracy and any other person pursuant to Mr. Maddox or Mr. Tracy, as applicable, was appointed to serve as an officer of the Company. There are no family relationships between either Mr. Maddox or Mr. Tracy and any director or executive officer of the Company, and neither Mr. Maddox or Mr. Tracy has any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K, except as described below:

Effective March 31, 2023, the Company entered into a term sheet with Maddox Defense regarding a potential business combination transaction, pursuant to which the Company would acquire a majority of the outstanding capital stock of Maddox Defense in exchange for shares of the Company’s common stock in an aggregate amount of $102,500,000 and a promissory note in the principal amount of $11,388,890. Jason Maddox is the Chief Executive Officer of Maddox Defense and owns, beneficially and of record, all of the outstanding shares of capital stock of Maddox Defense, and Elgin Tracy is the Chief Operating Officer of Maddox Defense.

Item 7.01

Regulation FD.

On October 16, 2024, the Company issued a press release announcing the appointments of Jason Maddox as President of the Company and Elgin Tracy as Chief Operating Officer of the Company. A copy of this press release is attached hereto as Exhibit 99.1 and incorporated by reference in this Item 7.01.

The information in this Item 7.01, including Exhibit 99.1 hereto, 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 that Section, nor shall it be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
99.1		Press Release, dated October 16, 2024
104		Cover Page Interactive Data File (formatted as Inline XBRL)

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.

Dated: October 22, 2024	By:	/s/ Franklin Lim
		Franklin Lim
		Chief Financial Officer

Exhibit 99.1

EVTV Envirotech Adds Proven Leaders Jason Maddox and Elgin Tracy

OSCEOLA, AR / ACCESSWIRE / October 16, 2024 / Envirotech Vehicles (NASDAQ:EVTV), a leading innovator in the electric commercial vehicle industry, is proud to announce the addition of Jason Maddox and Elgin Tracy, high profile leaders with decades of experience building and running multi-billion dollar businesses, as President and Chief Operating Officer, respectively.

Jason Maddox

Jason Maddox will join the company as President of Envirotech Vehicles. Jason comes to EVTV from Maddox Defense, Inc. He delivers years of large company executive leadership as CEO of Maddox Defense, successfully building Maddox Defense to one of the major players in government contracting. Jason is an expert in leading multi-disciplinary teams to identify, obtain, and deliver on hundreds of millions of dollars in government contracts. His experience in vehicle procurement, and his experience in the energy sector, uniquely position him for a leadership role in EVTV. Central to his history is the successful creation of worldwide sales teams, delivering high margin revenue with both public and private sector customers.

Phil Oldridge, CEO of Envirotech Vehicles, expressed excitement about Jason joining the company: "We are thrilled to welcome Jason Maddox to our team. Jason’s expertise in government contracting, coupled with his proven track record of leading and growing large companies, will be invaluable assets to EVTV. Jason is expected to help drive our growth and solidify EVTV as a leader in sustainable transportation."

Jason Maddox shared his excitement at joining EVTV: "I'm honored to join EVTV, a technology company whose products demonstrate an ongoing commitment to the environment. The public and private sector customers I have worked with in the past will look very favorably on EVTV’s vehicles. I look forward to joining Phil and the team as we deliver high quality electric transportation to the world.”

Elgin Tracy

Elgin Tracy will join the company as Chief Operating Officer of Envirotech Vehicles. Elgin was previously at Maddox Defense, Inc. Renowned for his over 20 years of expertise in operating and running successful businesses in the defense and oil & gas sectors, Elgin brings a wealth of operational and logistical experience, having overseen and successfully delivered over $2.5 billion in contracts and purchase orders in just the past five years. In his most recent role as COO of Maddox Defense, Elgin played a pivotal role in delivering over 100 million COVID test kits and 126 million isolation gowns to the U.S. government.

Elgin Tracy is one of the nation’s most proven experts at building large scale technology factories, and then successfully delivering on time to the market.

Elgin’s experience extends beyond private companies; he also has significant public company trading experience, having managed operations and logistics for top-tier corporations across multiple industries. He has consistently demonstrated operational excellence, working with some of the world’s top 100 companies, including EOG Resources, Goldman Sachs, ExxonMobil, Halliburton, Phillips 66, Union Tank Car, BNSF Railway, and Union Pacific. His track record of zero late deliveries in operations and logistics underscores his commitment to delivering results on time and with precision.

Phil Oldridge, CEO of Envirotech Vehicles, expressed excitement about Elgin joining the company: “Elgin Tracy is a proven winner at building factories and delivering hi-tech products on time. He is a first-rate operations and logistics leader. I join the entire EVTV team in expressing my excitement about how Elgin will help us rapidly scale our production and delivery capacity to drive EVTV to the next level.”

Elgin Tracy commented: “I’ve always focused on executing with speed and accuracy, and I look forward to bringing that same level of dedication and commitment to this new role. I am excited to lead and continue driving success, leveraging my experience to ensure seamless operations and continued growth.”

In addition, EVTV announced that Susan M. Emry, Secretary of Envirotech Vehicles, Inc., has resigned from the company. Phil Oldridge, CEO of Envirotech Vehicles, expressed his appreciation: “We want to thank Sue for her years of service to the company. We appreciate her many contributions, and on behalf of the entire company we wish her continued success in her next endeavor.”

About Envirotech Vehicles

Envirotech Vehicles (NASDAQ:EVTV) is a pioneering company dedicated to designing and manufacturing electric commercial vehicles that offer sustainable, efficient, and cost-effective transportation solutions. Committed to driving the future of mobility, EVTV is at the forefront of the electric vehicle revolution, pushing the boundaries of innovation and sustainability. For more information, visit www.evtvusa.com.

Cautionary Statement Regarding Forward-Looking Statements

Statements made in this press release that relate to future plans, events, financial results, prospects, or performance are forward-looking statements. 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 reports filed by Envirotech Vehicles, Inc. with the Securities and Exchange Commission, 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," "expected," "believes," "strategy," "opportunity," "anticipated," "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, Envirotech Vehicles undertakes no obligation to update or revise any forward-looking statements to reflect new information, changed circumstances, or unanticipated events.

Contact:
Envirotech Vehicles, Inc.
Franklin Lim, Chief Financial Officer
Telephone: (870) 970-3355 ext. 1005
Email: franklin.l@evtvusa.com

SOURCE: Envirotech Vehicles, Inc.

View the original press release on accesswire.com

Document And Entity Information	Oct. 16, 2024
Document Information [Line Items]
Entity, Registrant Name	ENVIROTECH VEHICLES, INC.
Document, Type	8-K
Document, Period End Date	Oct. 16, 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	951
Local Phone Number	407-9860
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock
Trading Symbol	EVTV
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001563568