Current Report Filing (8-k)
November 03 2020 - 05:16PM
Edgar (US Regulatory)
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 28, 2020
adomani, Inc.
(Exact name of registrant as specified in its charter)
Delaware
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001-38078
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46-0774222
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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4740 Green River Road, Suite 106
Corona, California 92880
(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 (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))
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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ADOM
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OTC Markets Group Inc.
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Indicate by check mark whether the registrant is an emerging growth
company 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 1.01
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Entry
into a Material Definitive Agreement.
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On October 28, 2020, ADOMANI, Inc. (the “Company”) received
$500,000 in loan funding (the “Loan”) from Envirotech Drive Systems
Incorporated / SRI Professional Services, Incorporated (“Lender”).
The Loan is evidenced by a balloon payment promissory note, dated
October 28, 2020, issued by the Company in favor of Lender (the
“Note”) in an original principal amount of $500,000. No interest
will accrue on the unpaid principal amount of the Loan. In
connection with the funding of the Loan, the Company paid to Lender
a origination fee in the amount of $49,999.
Under the terms of the Note, the unpaid principal amount of the
Loan will be payable by the Company in one installment due upon the
Company securing additional financing or issuing shares of its
capital stock on or before December 31, 2020. In the event the
Company does not secure such additional financing or issue such
shares of its capital stock on or before December 31, 2020, the
unpaid principal amount of the Loan will be due and payable by the
Company on April 27, 2021. The Note may be prepaid in part or in
full, at any time, without penalty.
The Note provides for certain customary events of default,
including: (i) the failure of the Company to pay the principal
when due; (ii) the filing of bankruptcy proceedings involving
the Company as a debtor; (iii) the application for the
appointment of a receiver for the Company; (iv) the making of
a general assignment for the benefit of the Company’s creditors;
(v) the insolvency of the Company; and (vi) a
misrepresentation by the Company to Lender for the purpose of
obtaining or extending credit. Upon the occurrence of an event of
default, all amounts owed under the Note and any other obligations
of the Company to Lender will become immediately due and
payable.
The foregoing description of the Note does not purport to be
complete is qualified in its entirety by reference to the full text
of the Note, a copy of which will be filed as an exhibit to the
Company’s Quarterly Report on Form 10‑Q for the period ended
September 30, 2020.
Item 2.03
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Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
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The disclosure in Item 1.01 of this Current Report on Form 8-K is
incorporated herein by reference.
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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ADOMANI, Inc.
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Dated: November 3, 2020
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By:
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/s/ Michael K. Menerey
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Michael K. Menerey
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Chief Financial Officer
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ADOMANI (QB) (USOTC:ADOM)
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