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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/04/22 Envirotech Vehicles, Inc. S-1 72:11M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: S-1 Registration Statement (General Form) HTML 1.89M
2: EX-23.2 Consent of Expert or Counsel HTML 20K
3: EX-FILING FEES Filing Fees HTML 35K
9: R1 Cover Page HTML 34K
10: R2 Consolidated Balance Sheets HTML 138K
11: R3 Consolidated Balance Sheets (Parentheticals) HTML 41K
12: R4 Consolidated Statements of Operations HTML 100K
13: R5 Consolidated Statements of Stockholders' Equity HTML 83K
(Deficit)
14: R6 Consolidated Statements of Cash Flows HTML 148K
15: R7 Organization and Operations HTML 26K
16: R8 Summary of Significant Accounting Policies HTML 105K
17: R9 Merger HTML 54K
18: R10 Property and Equipment, Net HTML 58K
19: R11 Debt HTML 48K
20: R12 Common Stock HTML 43K
21: R13 Stock Warrants HTML 73K
22: R14 Stock Options HTML 48K
23: R15 Related Party Transactions HTML 30K
24: R16 Commitments HTML 75K
25: R17 Contingencies HTML 56K
26: R18 Leases HTML 67K
27: R19 Income Taxes HTML 62K
28: R20 Customer and Vendor Concentration HTML 23K
29: R21 Notes Receivable HTML 28K
30: R22 Stock-Based Compensation HTML 59K
31: R23 Subsequent Events HTML 35K
32: R24 Summary of Significant Accounting Policies HTML 165K
(Policies)
33: R25 Merger (Tables) HTML 38K
34: R26 Property and Equipment, Net (Tables) HTML 57K
35: R27 Stock Warrants (Tables) HTML 62K
36: R28 Stock Options (Tables) HTML 43K
37: R29 Commitments (Tables) HTML 53K
38: R30 Leases (Tables) HTML 55K
39: R31 Stock-Based Compensation (Tables) HTML 46K
40: R32 Income Taxes (Tables) HTML 54K
41: R33 Summary of Significant Accounting Policies - HTML 188K
Additional Information (Details)
42: R34 Merger - Narrative (Details) HTML 84K
43: R35 Merger - Assets and Liabilities Acquired (Details) HTML 44K
44: R36 Merger - Pro Forma Calculations (Details) HTML 24K
45: R37 Property and Equipment, Net - Components of HTML 45K
Property and Equipment, Net (Details)
46: R38 Property and Equipment, Net - Additional HTML 22K
Information (Details)
47: R39 Debt - Additional Information (Details) HTML 127K
48: R40 Common Stock - Additional Information (Details) HTML 165K
49: R41 Stock Warrants - Additional Information (Details) HTML 115K
50: R42 Stock Warrants - Warrant Activity (Details) HTML 66K
51: R43 Stock Warrants - Warrant Activity (Parenthetical) HTML 32K
(Details)
52: R44 Stock Options - Additional Information (Details) HTML 74K
53: R45 Stock Options - Schedule of Stock Options HTML 60K
Outstanding (Details)
54: R46 Related Party Transactions - Additional HTML 55K
Information (Details)
55: R47 Commitments - Additional Information (Details) HTML 180K
56: R48 Commitments - Future Minimum Payments Under HTML 57K
Contractual Commitments (Details)
57: R49 Contingencies - Additional Information (Details) HTML 41K
58: R50 Leases - Additional Information (Details) HTML 72K
59: R51 Leases - Information Regarding Leases (Details) HTML 39K
60: R52 Income Taxes - Additional Information (Details) HTML 44K
61: R53 Income Taxes - Schedule of Deferred Tax Assets and HTML 45K
Liabilities (Details)
62: R54 Income Taxes - Schedule of Deferred Tax Assets and HTML 23K
Liabilities (Parenthetical) (Details)
63: R55 Customer and Vendor Concentration - Additional HTML 29K
Information (Details)
64: R56 Notes Receivable - Additional Information HTML 66K
(Details)
65: R57 Stock-Based Compensation - Schedule of Stock HTML 56K
Option Activity (Details)
66: R58 Stock-Based Compensation - Additional Information HTML 145K
(Details)
67: R59 Subsequent Events - Additional Information HTML 151K
(Details)
70: XML IDEA XML File -- Filing Summary XML 127K
68: XML XBRL Instance -- d170169ds1_htm XML 2.15M
69: EXCEL IDEA Workbook of Financial Reports XLSX 118K
5: EX-101.CAL XBRL Calculations -- evtv-20211231_cal XML 143K
6: EX-101.DEF XBRL Definitions -- evtv-20211231_def XML 1.31M
7: EX-101.LAB XBRL Labels -- evtv-20211231_lab XML 1.53M
8: EX-101.PRE XBRL Presentations -- evtv-20211231_pre XML 1.36M
4: EX-101.SCH XBRL Schema -- evtv-20211231 XSD 246K
71: JSON XBRL Instance as JSON Data -- MetaLinks 447± 616K
72: ZIP XBRL Zipped Folder -- 0001193125-22-139106-xbrl Zip 459K
| S-1 |
Delaware |
3714 |
46-0774222 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
Michael A. Hedge |
M. Ali Panjwani | |
K&L Gates LLP |
Pryor Cashman LLP | |
1 Park Plaza, Twelfth Floor |
7 Times Square | |
(949) 623-3519 |
(212) 326-0806 |
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| i Non-accelerated filer | ☒ | Smaller reporting company | i ☒ | |||
| Emerging growth company | i ☒ | |||||
Per Share |
Total |
|||||||
Public offering price |
$ |
$ |
||||||
Underwriting discounts and commissions (1) |
$ |
$ |
||||||
Proceeds to us, before expenses |
$ |
$ |
||||||
(1) |
This offering is being underwritten on a firm commitment basis. We have granted the underwriters an option for a period of 45 days from the date of this prospectus to purchase up to an additional shares of our common stock at the public offering price less the underwriting discount and commissions, or the over-allotment option. |
| • | the declining cost and higher availability of energy storage technologies, specifically the cost and capacity of rechargeable lithium-ion batteries; |
| • | grants, loans, tax breaks, and other financial support available for energy storage and electric vehicle research and development; |
| • | requirements that a specific percentage of automakers’ models be electric or other zero-emission vehicles; and |
| • | fuel economy standards that require automakers to meet certain fleet-wide miles per gallon benchmarks that effectively require them to sell electric zero-emission vehicles. |
| • | mandates that government fleets purchase certain percentages of, or otherwise transition government fleets to, low-emission, energy efficient, or other alternative fuel vehicles, such as the executive order recently signed by President Biden in December 2021 directing the federal government to minimize planet-heating emissions from operations and transition to an all-electric fleet of cars and trucks, with the stated goal of reducing its emissions by 65% by 2030 and reaching carbon neutrality by 2050; |
| • | mandates for transport agencies, ports or school districts to purchase or convert to electric or other alternative fuel vehicles; |
| • | rebates, tax credits, and other incentives for purchasing or leasing electric or other alternative fuel vehicles; |
| • | the availability of charging stations and other charging infrastructure, driven in turn by government funding, tax credits, rebates, and other incentives and regulatory initiatives aimed at increasing the number of charging stations; |
| • | the desire of state agencies to deploy electric vehicles to reduce the effects of climate change and to reduce the impact of pollutants on the health and well-being of its population; |
| • | the cost of electricity to recharge plug-in electric vehicles, impacted by special rates introduced by utilities; |
| • | preferential treatment in registration, emissions testing, and access to highways, city centers, and HOV lanes; and |
| • | the cost of traditional petroleum-based fuels compared to the resultant incremental costs of owning and operating an electric vehicle. |
| • | Difficulty complying with existing and new federal and state emission restrictions and compliance requirements |
| • | Finding cost savings while managing high fuel, maintenance and repair costs |
| • | Extending the lives of existing vehicles |
| • | Difficulty planning for the operation of their fleet when fuel supplies are interrupted, such as during a natural disaster man-made disasters. It may be possible for emergency service organizations to use the large battery packs of electric drive, commercial fleet vehicles as a mobile source of stored electrical energy. This electrical energy could supplement traditionally fueled back-up generators. |
| • | Difficulty in improving the environment around these heavy-duty commercial fleets zero-emission buses, trucks and cars, we believe we are creating a healthier environment in and around the vehicles they operate for their employees, customers and the communities they serve. In February 2021, the Office of Environmental Health Hazard Assessment, on behalf of the California Environmental Protection Agency, released Version 4.0
of the California Communities Environmental Health Screening Tool (“CalEnviroScreen”). CalEnviroScreen identifies California communities by census tract that are disproportionately burdened by, and vulnerable to, multiple sources of pollution. |
| • | Add Emission-Compliant Vehicles to Their Fleets |
| • | Reduce Total Cost of Ownership |
| • | Prolong Lives of Existing Vehicles |
| • | Plan for Natural Disasters When Fuel Supply May be Interrupted. zero-emissions systems are designed, when optionally equipped, to serve as on-site emergency back-up energy storage if grid power becomes intermittent or fails temporarily during natural or man-made disasters. |
| • | Improve the Environment Around Vehicles zero-emission systems, drivers, operators, customers and the communities they serve could have healthier environments in and around these vehicles. |
| • | Product Diversity scale-up, scale-down or refine a specific product line in response to market demands and the evolving local, state and federal regulatory and incentive programs. Also, within each product area, we have multiple suppliers of key vehicle components, allowing price flexibility both for our final products and replacement parts required over the product lifespan. This allows us to better meet the expectations and budget constraints of public or private commercial fleet operators. |
| • | Product Availability |
| • | Regulatory Agency Familiarity zero-emission vehicle industry. To meet their own aggressive emissions targets, these regulatory agencies have encouraged the growth of zero-emission electric vehicles, especially in connection with heavy-duty commercial fleets. |
| • | Relationships With Purchasers |
| influence over their organizations. We are also able to leverage past sales and marketing relationships that were built by members of our experienced management team and as a result of the completion of the Merger. |
| • | Additional Sales Potential back-up facility power for use during grid power outages, enabling technologies to access the developing grid-connected opportunities for the aggregate power available from groups of large battery packs, or enabling technologies that allow for the avoidance of electric utility demand charges. |
| • | Unique Market Knowledge |
| • | Sound Financial Base |
| • | Develop Sales Staff COVID-19 impacts and to other business challenges in 2020, we had to eliminate our in-house sales team in 2020. We have not been able to reestablish our sales team during 2021 to help our current and future customer base, and instead relied primarily on Company executives to work on sales activity. Our executives, on a limited basis, also engaged industry consultants with ties to trucking fleets, county and city transportation managers, and school districts and an extensive dealer network to assist with the sales activity. |
| • | Build Dealership and Service Networks zero-emission electric commercial vehicles either manufactured by or for us, via Factory Authorized Representative (“FAR”) Agreements. As an example, we have recently entered into a FAR Agreement with Shine Solar, LLC. (“Shine Solar”), allowing Shine Solar to promote and sell Envirotech products throughout the United States. As of September 30, 2021, we have entered into a total of nine FAR agreements throughout the United States and the Caribbean and we are in discussions with additional potential FARs as well. |
| • | Develop Third-Party Relationships |
| • | Provide Demonstrations |
| • | Obtain Approvals From Incentive Programs |
| • | Grow Our Manufacturing, Installation and Service Capability zero-emission vehicles as we work towards becoming a fully integrated electric vehicle manufacturer. We currently lease facilities in Corona and Porterville California, to support such activities. |
| • | Technical Support |
| • | Introduce New Products zero-emission vehicles and systems into ancillary product verticals, such as charging infrastructure (also called Electric Vehicle Service Equipment), stationary energy storage, vehicle-to-grid |
| • | Produce Our Vehicles in the United States |
| • | business interruptions resulting from the COVID-19 pandemic have adversely affected, and could continue to adversely affect, our business, results of operations, and financial condition; |
| • | we may not successfully execute our business plan to generate revenue and create a sustainable growth trajectory; |
| • | we have a history of losses and we may not achieve or sustain profitability in the future; |
| • | our limited operating history and the pandemic makes it difficult to evaluate our current business and future prospects; |
| • | our future growth is dependent upon demand for new mid-sized delivery trucks and cargo vans; |
| • | we may not be able to compete successfully against current and future competitors; |
| • | our sales cycle can be long and unpredictable and require considerable time and expense before executing a customer agreement, which may make it difficult to project when, if at all, we will obtain new customers and generate revenue from those customers; |
| • | developments in alternative technologies or improvements in the internal combustion engine may materially adversely affect the demand for electric vehicles and our products; |
| • | if we are unable to keep up with advances in zero-emission electric vehicle technology, we may suffer an inability to obtain a competitive position in the market or suffer a decline in our competitive position; |
| • | the demand for commercial zero-emission electric vehicles depends, in part, on the continuation of current trends resulting from historical dependence on fossil fuels; |
| • | we may not be able to reduce and adequately control the costs and expenses associated with operating our business, including our material and production costs; |
| • | if we fail to manage our anticipated growth effectively, we may be unable to execute our business plan, maintain high levels of service or address competitive challenges adequately; |
| • | if our zero-emission electric vehicles fail to perform as expected, our ability to develop, market and sell our vehicles could be harmed; |
| • | we are dependent on third parties to deliver raw materials, parts, components and services in adequate quantity in a timely manner and at reasonable prices, quality levels, and volumes acceptable to us, and the current disruption to the global supply chain has adversely impacted, and may continue to adversely impact, our ability to procure certain components and could cause delays in the delivery of our products and solutions to our customers; |
| • | the facilities or operations of our third party providers could be damaged or adversely affected as a result of disasters or unpredictable events; |
| • | we have become increasingly dependent on information technology and any breakdown, interruption or breach of our information technology systems could subject us to liability or interrupt the operation of our business, which could have a material adverse effect on our business, financial condition, cash flows and results of operations; |
| • | if our suppliers fail to use ethical business practices and comply with applicable laws and regulations, our brand image could be harmed due to negative publicity; |
| • | our business success will depend in part on the success of our strategic relationships with third parties, and we may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future; |
| • | our suppliers must scale their zero-emission vehicle manufacturing, assembling, and converting processes effectively and quickly from low volume production to high volume production; |
| • | we may become subject to product liability claims, which could harm our financial condition and liquidity if we are not able to successfully defend or insure against such claims; |
| • | we may be compelled to undertake product recalls; |
| • | our warranty reserves may be insufficient to cover future warranty claims which could adversely affect our financial performance; |
| • | our insurance strategy may not be adequate to protect us from all business risks; |
| • | if we are unable to design, develop, market and sell zero-emission electric vehicles and other product offerings that address additional market opportunities, our business, prospects and operating results will suffer; |
| • | our growth depends in part on the availability and amounts of government subsidies and incentives and the application of regulations that encourage conversion to electric vehicles, which subsidies and incentives are limited and unpredictable and could expire or change to benefit competing technologies; |
| • | our service model may be costly for us to operate and may not address the service requirements of our prospective customers; |
| • | our decentralized assembly, sales and service model will present numerous challenges and we may not be able to execute on our plan to establish sales, service and assembly facilities in the urban areas we have targeted and our facilities in any of those markets may underperform relative to our expectations; |
| • | we are subject to substantial regulation, which is evolving, and unfavorable changes or any failure by us to comply with these regulations could substantially harm our business and operating results; |
| • | vehicle dealer and distribution laws could adversely affect our ability to sell our commercial zero-emission electric vehicles; |
| • | we are subject to various environmental laws and regulations that could impose substantial costs upon us and cause delays in opening our sales, service and assembly facilities; |
| • | any failure to protect our intellectual property rights could impair our ability to protect our proprietary technology; |
| • | we could incur substantial costs as a result of any claim of infringement of another party’s intellectual property rights; |
| • | in many of our zero-emission electric vehicles we use battery packs composed of lithium-ion battery cells, which, if not appropriately managed and controlled, on rare occasions have been observed to catch fire or vent smoke and flames; |
| • | we could incur substantial costs as a result of any claim of infringement of another party’s intellectual property rights; |
| • | unfavorable conditions in the global economy, rising interest rates and capital market liquidity issues could limit our ability to grow our business and negatively affect our operating results; |
| • | our business depends on our Chief Executive Officer and management team, retaining and attracting qualified management, key employees and technical personnel and expanding our sales and marketing capabilities; |
| • | the forecasts of market growth may prove to be inaccurate, and even if the markets in which we compete achieve the forecasted growth, our business may not grow at similar rates, if at all; |
| • | we may require additional capital to support business growth, and this capital might not be available on acceptable terms, if at all; |
| • | we may selectively pursue acquisitions of complementary businesses and technologies, which could divert capital and our management’s attention, result in additional dilution to our stockholders and otherwise disrupt our operations and adversely affect our operating results; |
| • | if we are unable to achieve effective internal control over financial reporting and effective disclosure controls and procedures, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our common stock may be negatively affected; |
| • | we are an emerging growth company and the reduced disclosure requirements applicable to emerging growth companies may make our common stock less attractive to investors; and |
| • | we may not be able to utilize a significant portion of our net operating loss or research and development tax credit carryforwards, which could adversely affect our profitability. |
| Issuer: |
Envirotech Vehicles, Inc. |
| Securities offered: |
shares of our common stock (or shares of our common stock if the underwriters exercise their option to purchase additional shares of our common stock in full). |
| Over-subscription option: |
We have granted our underwriters an over-subscription option to purchase up to an additional shares of our common stock at the public offering price within 45 days from the date of this prospectus. |
| Offering price: |
$ per share |
| Common stock outstanding before this offering: |
shares of our common stock. |
| Common stock to be outstanding after this offering: |
shares of our common stock (or shares of our common stock if the underwriters exercise their option to purchase additional shares of our common stock in full). |
| Use of proceeds: |
We estimate that the net proceeds to us from the sale of shares of our common stock in this offering will be approximately $ million (or approximately $ million if the underwriters exercise their option to purchase additional shares of our common stock in full), after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We intend to use the net proceeds to us from this offering primarily for working capital. We may also use a portion of the net proceeds for the acquisition of, or investment in, technologies, solutions or businesses that complement our business, although we have no present commitments or agreements to enter into any acquisitions or investments. See “Use of Proceeds” for additional information. |
| Risk factors : |
Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 20 of this prospectus for a discussion of factors you should consider before making a decision to invest in our securities. |
| Market for common stock: |
Our common stock is listed on the OTCQX tier of the OTC Market under the symbol “EVTV.” |
| • | ability to generate demand for our zero-emission commercial fleet vehicles in order to generate revenue; |
| • | dependence upon external sources for the financing of our operations; |
| • | ability to effectively execute our business plan; |
| • | ability and our suppliers’ ability to scale our zero-emission products assembling processes effectively and quickly from low volume production to high volume production; |
| • | ability to manage our expansion, growth and operating expenses and reduce and adequately control the costs and expenses associated with operating our business; |
| • | ability and our manufacturing partners’ ability to navigate the current disruption to the global supply chain and procure the raw materials, parts, and components necessary to produce our vehicles on terms acceptable to us and our customers; |
| • | ability to obtain, retain and grow our customers; |
| • | ability to enter into, sustain and renew strategic relationships on favorable terms; |
| • | ability to achieve and sustain profitability; |
| • | ability to evaluate and measure our current business and future prospects; |
| • | ability to compete and succeed in a highly competitive and evolving industry; |
| • | ability to respond and adapt to changes in electric vehicle technology; and |
| • | ability to protect our intellectual property and to develop, maintain and enhance a strong brand. |
| • | Business interruptions resulting from the COVID-19 pandemic have adversely affected, and could continue to adversely affect, our business, results of operations, and financial condition. |
| • | We may not successfully execute our business plan to generate revenue and create a sustainable growth trajectory. |
| • | We have a history of losses and we may not achieve or sustain profitability in the future. |
| • | Our limited operating history and the pandemic makes it difficult to evaluate our current business and future prospects. |
| • | Our future growth is dependent upon demand for new mid-sized zero-emission trucks and cargo vans and other fleet vehicles. |
| • | We may not be able to compete successfully against current and future competitors. |
| • | Our sales cycle can be long and unpredictable and require considerable time and expense before executing a customer agreement, which may make it difficult to project when, if at all, we will obtain new customers and generate revenue from those customers. |
| • | Developments in alternative technologies or improvements in the internal combustion engine may materially adversely affect the demand for electric vehicles and our products. |
| • | If we are unable to keep up with advances in zero-emission electric vehicle technology, we may suffer an inability to obtain a competitive position in the market or suffer a decline in our competitive position. |
| • | The demand for commercial zero-emission electric vehicles depends, in part, on the continuation of current trends resulting from historical dependence on fossil fuels. Extended periods of low diesel or other petroleum-based fuel prices could adversely affect demand for vehicles that utilize our technology, which could adversely affect our business, prospects, financial condition and operating results. |
| • | We may not be able to reduce and adequately control the costs and expenses associated with operating our business, including our material and production costs. |
| • | If we fail to manage our anticipated growth effectively, we may be unable to execute our business plan, maintain high levels of service or address competitive challenges adequately. |
| • | If our zero-emission electric vehicles fail to perform as expected, our ability to develop, market and sell our vehicles could be harmed. |
| • | We are dependent on third parties to deliver raw materials, parts, components and services in adequate quantity in a timely manner and at reasonable prices, quality levels, and volumes acceptable to us. Our business, prospects, financial condition and operating results could be adversely affected if we experience disruptions in our supply chain. |
| • | The facilities or operations of our third party providers could be damaged or adversely affected as a result of disasters or unpredictable events. |
| • | We have become increasingly dependent on information technology and any breakdown, interruption or breach of our information technology systems could subject us to liability or interrupt the operation of our business, which could have a material adverse effect on our business, financial condition, cash flows and results of operations. |
| • | If our suppliers fail to use ethical business practices and comply with applicable laws and regulations, our brand image could be harmed due to negative publicity. |
| • | Our business success will depend in part on the success of our strategic relationships with third parties. We may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. |
| • | Our suppliers must scale their zero-emission vehicle manufacturing and assembling processes effectively and quickly from low volume production to high volume production. |
| • | We may become subject to product liability claims, which could harm our financial condition and liquidity if we are not able to successfully defend or insure against such claims. |
| • | We may be compelled to undertake product recalls. |
| • | Our warranty reserves may be insufficient to cover future warranty claims, which could adversely affect our financial performance. |
| • | Our insurance strategy may not be adequate to protect us from all business risks. |
| • | If we are unable to design, develop, market and sell zero-emission electric vehicles and other product offerings that address additional market opportunities, our business, prospects and operating results will suffer. |
| • | Our growth depends in part on the availability and amounts of government subsidies and incentives and the application of regulations that encourage conversion to electric vehicles. These subsidies and incentives are limited and unpredictable and could expire or change to benefit competing technologies. |
| • | Our service model may be costly for us to operate and may not address the service requirements of our prospective customers. |
| • | Our decentralized assembly, sales and service model will present numerous challenges and we may not be able to execute on our plan to establish sales, service and assembly facilities in the urban areas we have targeted and our facilities in any of those markets may underperform relative to our expectations. |
| • | We are subject to substantial regulation, which is evolving, and unfavorable changes or any failure by us to comply with these regulations could substantially harm our business and operating results. |
| • | Vehicle dealer and distribution laws could adversely affect our ability to sell our commercial zero-emission electric vehicles. |
| • | We are subject to various environmental laws and regulations that could impose substantial costs upon us and cause delays in opening our sales, service and assembly facilities. |
| • | Any failure to protect our intellectual property rights could impair our ability to protect our proprietary technology. |
| • | We could incur substantial costs as a result of any claim of infringement of another party’s intellectual property rights. |
| • | In many of our zero-emission electric vehicles we use battery packs composed of lithium-ion battery cells, which, if not appropriately managed and controlled, on rare occasions have been observed to catch fire or vent smoke and flames. If any such events occur in our commercial electric vehicles, we could face liability for damage or injury, adverse publicity and a potential safety recall. |
| • | Unfavorable conditions in the global economy, rising interest rates and capital market liquidity issues could limit our ability to grow our business and negatively affect our operating results. |
| • | Our business depends on our Chief Executive Officer and management team, retaining and attracting qualified management, key employees and technical personnel and expanding our sales and marketing capabilities. |
| • | The forecasts of market growth may prove to be inaccurate, and even if the markets in which we compete achieve the forecasted growth, our business may not grow at similar rates, if at all. |
| • | We may require additional capital to support business growth, and this capital might not be available on acceptable terms, if at all. |
| • | We may selectively pursue acquisitions of complementary businesses and technologies, which could divert capital and our management’s attention, result in additional dilution to our stockholders and otherwise disrupt our operations and adversely affect our operating results. |
| • | Our management has determined that our disclosure controls and procedures were not effective as of December 31, 2021. If we are unable to achieve effective internal control over financial reporting and effective disclosure controls and procedures, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our common stock may be negatively affected. |
| • | We are an emerging growth company and the reduced disclosure requirements applicable to emerging growth companies may make our common stock less attractive to investors. |
| • | We may not be able to utilize a significant portion of our net operating loss or research and development tax credit carryforwards, which could adversely affect our profitability. |
| • | Our reported financial results may be adversely affected by changes in accounting principles generally accepted in the United States. |
| • | The price of our common stock is and is likely to continue to be volatile and fluctuate substantially, which could result in substantial losses for our stockholders and may prevent you from reselling your shares at or above the price you paid for your shares. |
| • | We have and will continue to incur increased costs and demands upon management as a result of complying with the laws and regulations affecting public companies, which adversely affect our operating results. |
| • | If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline. |
| • | We may fail to meet our publicly announced guidance or other expectations about our business, which would cause our stock price to decline. |
| • | We do not intend to pay dividends for the foreseeable future. |
| • | Provisions in our charter documents and under Delaware law could discourage a takeover that stockholders may consider favorable. |
| • | make investments required to move our assembly operations to our facility in Arkansas; |
| • | design, develop and manufacture our light to medium to heavy-duty fleet vehicles and their components; |
| • | increase our sales and marketing to acquire new customers; and |
| • | increase our general and administrative functions to support our growing operations. |
| • | perceptions about zero-emission electric vehicle quality, safety design, performance and cost, especially if adverse events or accidents occur that are linked to the quality or safety of any electric vehicle; |
| • | perceptions about the limitations in the technology resulting in a limited range over which zero-emission electric vehicles may be driven on a single battery charge (increases in distance requires additional batteries, which increases weight, and, at some point, too much weight diminishes the additional distance being sought before requiring a charge); |
| • | perceptions about vehicle safety in general, in particular safety issues that may be attributed to the use of advanced technology; |
| • | the availability of alternative fuel vehicles, including competitive vehicles and improvements in the fuel economy of the internal combustion engine may cause a slow-down in the demand to switch to zero-emission electric vehicles; |
| • | the availability of service for zero-emission electric vehicles; |
| • | the environmental consciousness of owners of diesel- and gasoline-powered buses, truck and other fleet vehicles; |
| • | changes in the cost of oil and gasoline; |
| • | government regulations and economic incentives, including a change in the administrations and legislations of federal and state governments, promoting fuel efficiency and alternate forms of energy; |
| • | access to charging stations both public and private, standardization of electric vehicle charging systems and perceptions about convenience and cost to charge an electric vehicle; |
| • | the availability of tax and other governmental incentives and rebates to purchase and operate electric vehicles or future regulation requiring increased use of zero-emission or hybrid vehicles; |
| • | perceptions about and the actual cost of alternative fuel; and |
| • | macroeconomic factors. |
| • | establishing sufficient sales, service and service facilities in a timely manner; |
| • | forecasting production and revenue; |
| • | training new personnel; |
| • | controlling expenses and investments in anticipation of expanded operations; |
| • | expanding design, manufacturing, sales and service facilities; |
| • | implementing and enhancing administrative infrastructure, systems and processes; |
| • | addressing new markets; and |
| • | expanding operations and finding and hiring a significant number of additional personnel, including manufacturing personnel, design personnel, engineers and service technicians. |
| • | changes to the regulations governing the assembly, transportation and disposal of lithium-ion batteries; |
| • | revisions in motor carrier safety laws in the United States to further enhance motor vehicle safety generally and to ensure that electric vehicles achieve levels of safety commensurate with other cars, trucks, and buses could increase the costs associated with the component parts and the manufacture and assembly of our vehicles; and |
| • | revisions in consumer protection laws to ensure that consumers are fully informed of the particular operational characteristics of vehicles could increase our costs associated with warning labels or other related customer information dissemination. |
| • | cease offering or using technologies or producing, using, developing or selling vehicles or conversions that incorporate the challenged intellectual property; |
| • | make substantial payments for legal fees, settlement payments or other costs or damages; |
| • | obtain a license, which may not be available on reasonable terms or at all, to sell or use the relevant technology; or |
| • | redesign technology or vehicles that utilize our technology to avoid infringement. |
| • | inability to integrate or benefit from acquired technologies or services in a profitable manner; |
| • | unanticipated costs or liabilities associated with the acquisition; |
| • | incurrence of acquisition-related costs; |
| • | difficulty integrating the accounting systems, operations and personnel of the acquired business; |
| • | difficulties and additional expenses associated with supporting legacy products and hosting infrastructure of the acquired business; |
| • | difficulty converting the customers of the acquired business onto our applications and contract terms, including disparities in the revenue, licensing, support or professional services model of the acquired company; |
| • | diversion of management’s attention from other business concerns; |
| • | adverse effects to our existing business relationships with business partners and customers as a result of the acquisition; |
| • | the potential loss of key employees; |
| • | use of resources that are needed in other parts of our business; and |
| • | use of substantial portions of our available cash to consummate the acquisition. |
| Federal NOL Treatment | ||||
| Year NOL Generated |
Taxable Income Limitation |
Carryforward | ||
| Pre-2018 taxable years (2012-2017) |
100% of taxable income | 20 years | ||
| 2018-2020 taxable years |
80% of taxable income | Indefinite | ||
| California NOL Treatment | ||||
| Year NOL Generated |
Taxable Income Limitation |
Carryforward | ||
| Pre-2018 taxable years (2012-2017) |
100% of taxable income | 20 years | ||
| 2018-2020 taxable years |
100% of taxable income | 20 years | ||
| • | overall performance of the equity markets; |
| • | the development and sustainability of an active trading market for our common stock; |
| • | our operating performance and the performance of other similar companies; |
| • | changes in the estimates of our operating results that we provide to the public, our failure to meet these projections or changes in recommendations by securities analysts that elect to follow our common stock; |
| • | press releases or other public announcements by us or others, including our filings with the SEC; |
| • | changes in the market perception of all-electric and hybrid products and services generally or in the effectiveness of our products and services in particular; |
| • | announcements of technological innovations, new applications, features, functionality or enhancements to products, services or products and services by us or by our competitors; |
| • | announcements of acquisitions, strategic alliances or significant agreements by us or by our competitors; |
| • | announcements of customer additions and customer cancellations or delays in customer purchases; |
| • | announcements regarding litigation involving us; |
| • | recruitment or departure of key personnel; |
| • | changes in our capital structure, such as future issuances of debt or equity securities; |
| • | our entry into new markets; |
| • | regulatory developments in the United States or foreign countries; |
| • | the economy as a whole, market conditions in our industry, and the industries of our customers; |
| • | the expiration of market standoff or contractual lock-up agreements; |
| • | the size of our market float; and |
| • | any other factors discussed in this report. |
| • | authorize the issuance of “blank check” preferred stock that could be issued by our board of directors to defend against a takeover attempt; |
| • | establish a classified board of directors, as a result of which the successors to the directors whose terms have expired will be elected to serve from the time of election and qualification until the third annual meeting following their election; |
| • | require that directors only be removed from office for cause and only upon a supermajority stockholder vote; |
| • | provide that vacancies on the board of directors, including newly created directorships, may be filled only by a majority vote of directors then in office rather than by stockholders; |
| • | prevent stockholders from calling special meetings; and |
| • | prohibit stockholder action by written consent, requiring all actions to be taken at a meeting of the stockholders. |
| • | before the stockholder became interested, our board of directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder; |
| • | upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding, shares owned by persons who are directors and also officers, and employee stock plans, in some instances; or |
| • | at or after the time the stockholder became interested, the business combination was approved by our board of directors and authorized at an annual or special meeting of the stockholders by the affirmative vote of at least two-thirds of the outstanding voting stock which is not owned by the interested stockholder. |
| • | any breach of the director’s duty of loyalty to us or our stockholders; |
| • | any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law; |
| • | any unlawful payments related to dividends or unlawful stock repurchases, redemptions or other distributions; or |
| • | any transaction from which the director derived an improper personal benefit. |
| • | we will indemnify our directors, officers and, in the discretion of our board of directors, certain employees, to the fullest extent permitted by the Delaware General Corporation Law, subject to limited exceptions, including an exception for indemnification in connection with a proceeding (or counterclaim) initiated by such persons; and |
| • | we will advance expenses, including attorneys’ fees, to our directors and, in the discretion of our board of directors, certain officers and employees, in connection with legal proceedings, subject to limited exceptions. |
| Assumed public offering price per share |
$ | |||||||
| Net tangible book value per share as of December 31, 2021 |
$ | 0.07 | ||||||
| Increase in net tangible book value per share attributable to this offering |
||||||||
| Pro forma as adjusted net tangible book value per share after this offering |
||||||||
| Dilution per share to investors in this offering |
$ |
| • | 16,507,299 shares of our common stock reserved for issuance under 2017 Equity Incentive Plan as of December 31, 2021; and |
| • | securities that may be issued by us upon exercise by the underwriter of its over-subscription option to purchase additional shares of our common stock. |
Historical |
Pro Forma |
Pro Forma |
||||||||||||||
ENVIROTECH |
EVTDS |
Adjustments |
Combined |
|||||||||||||
| Revenues (a) |
$ | 16,411 | $ | 2,042,844 | $ | (319,000 | ) | $ | 1,740,255 | |||||||
| Cost of sales (b) |
30,486 | 1,281,468 | (227,200 | ) | 1,084,754 | |||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Gross profit |
(14,075 | ) | 761,376 | (91,800 | ) | 655,501 | ||||||||||
| Operating expenses: |
||||||||||||||||
| General and administrative |
2,521,886 | 8,238,530 | 10,760,416 | |||||||||||||
| Sales and marketing |
15,144 | 188,703 | 203,847 | |||||||||||||
| Research and development |
0 | 58,139 | 58,139 | |||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Total operating expenses, net |
2,537,030 | 8,485,372 | 0 | 11,022,402 | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Loss from operations |
(2,551,105 | ) | (7,723,996 | ) | (91,800 | ) | (10,366,901 | ) | ||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Other income (expense) |
756 | 288,185 | 291,577 | |||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Interest income (expense) |
(1,775 | ) | 4,411 | |||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Loss before taxes |
(2,552,124 | ) | (7,431,400 | ) | (91,800 | ) | (10,075,324 | ) | ||||||||
| Income tax (expense) benefit |
0 | (220,700 | ) | |||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Net loss |
$ | (2,552,124 | ) | $ | (7,652,100 | ) | $ | (91,800 | ) | $ | (10,296,024 | ) | ||||
| |
|
|
|
|
|
|
|
|||||||||
| Net loss per share, basic and diluted |
$ | (0.02 | ) | $ | (0.05 | ) | $ | (0.04 | ) | |||||||
| |
|
|
|
|
|
|
|
|||||||||
| Weighted-average shares (c) |
112,670,580 | 142,558,001 | 255,228,581 | |||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Note (a) | Eliminate EVTDS sale of four vehicles to ADOMANI in 2021. |
| Note (b) | Eliminate purchase of four vehicles from EVTDS by ADOMANI in 2021. |
| Note (c) | Assumes that the 112,670,580 shares of ADOMANI common stock outstanding on December 31, 2020 and the 142,558,001 shares of ADOMANI common stock issued to EVTDS stockholders in the merger were outstanding on January 1, 2021 for a total of 255,228,581 shares of common stock for purposes of computing pro forma loss per share. |
| • | COVID-19 pandemic. COVID-19 pandemic have resulted in social, economic and labor instability in the countries in which we or the third parties with whom we engage operate, and resulted in unexpected legal and regulatory changes, such as travel, social distancing and quarantine policies, boycotts, curtailment of trade, and other business restrictions that have negatively affected our ability to procure and sell our products and provide our services. Accordingly, our future performance will depend in part upon our ability to successfully respond and adapt to these challenges. We have developed, and continue to develop, plans to address the ongoing effects and help mitigate the potential negative impact of the pandemic on our business.
|
| • | Availability of government subsidies, rebates and economic incentives . zero-emission vehicles, and that our growth depends in large part on the availability and amounts of these subsidies and economic incentives. As an alternative to being dependent on such funding, however, we are exploring the possibility of leasing our vehicles to our customers as well. |
| • | New Customers. |
| • | Dependence on external sources of financing of our operations. |
| • | Investment in Growth. zero-emission electric vehicles; design, develop and manufacture our commercial fleet vehicles and their components; increase our sales and marketing to acquire new customers; and increase our general and administrative functions to support our growing operations. We believe that these investments will contribute to our long-term growth, although they will adversely affect our results of operations in the near term. In addition, the timing of these investments can result in fluctuations in our annual and quarterly operating results. |
| • | Zero-emission electric experience. zero-emission electric fleet vehicle experience. Our performance will depend on having a robust service network, which will require appropriately trained technicians to be successful. Because vehicles that utilize our technology are based on a different technology platform than traditional internal combustion engines, individuals with sufficient training in zero-emission electric vehicles may not be available to hire, and we may need to expend significant time and expense training the employees we do hire.
If we are not able to attract, assimilate, train or retain additional highly qualified personnel in the future, or do so cost-effectively, our performance would be significantly and adversely affected. |
| • | Market Growth. all-electric solutions for alternative fuel technology, specifically all-electric vehicles, will continue to grow as more purchases of new zero-emission vehicles and as more conversions of existing fleet vehicles to zero-emission vehicles are made. However, unless the costs to produce such vehicles decrease dramatically, purchases of our products will continue to depend in large part on financing subsidies from government agencies. We cannot be assured of the continued availability, the amounts of such assistance to our customers, or our ability to access such funds. |
| • | Sales revenue growth from additional products . zero-emission vehicles of all sizes manufactured by outside OEM partners, to be marketed, sold, warrantied and serviced through our developing distribution and service network, as well as add other ancillary products discussed elsewhere in this report. |
| • | Third-party contractors, suppliers and manufacturers . |
Year Ended December 31, |
||||||||||||||||
2020 |
$ Change |
% Change |
||||||||||||||
| Sales |
$ | 2,042,844 | $ | 88,735 | $ | 1,954,109 | 2,202 | % | ||||||||
Year Ended December 31, |
||||||||||||||||
2020 |
$ Change |
% Change |
||||||||||||||
| Cost of goods sold |
$ | 1,281,468 | $ | 73,560 | $ | 1,207,908 | 1,642 | % | ||||||||
Year Ended December 31, |
||||||||||||||||
2020 |
$ Change |
% Change |
||||||||||||||
| General and administrative 1 |
$ | 8,238,530 | $ | 355,231 | $ | 7,883,299 | 2,219 | % | ||||||||
| Consulting |
188,703 | 70,901 | 117,802 | 166 | % | |||||||||||
| Research and Development |
58,139 | — | 58,139 | 100 | % | |||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Total operating expenses, net |
$ | 8,485,372 | $ | 426,132 | $ | 8,059,240 | 1,8918 | % | ||||||||
| |
|
|
|
|
|
|
|
|||||||||
1 |
Includes stock-based compensation expense as follows: |
Year Ended December 31, |
||||||||||||||||
2020 |
$ Change |
% Change |
||||||||||||||
| Stock-based compensation expense |
$ | 3,414,440 | $ | — | $ | 3,414,440 | 100 | % | ||||||||
Year Ended December 31, |
||||||||||||||||
2020 |
$ Change |
% Change |
||||||||||||||
| Interest (expense) income, net |
$ | 4,412 | $ | (2,864 | ) | $ | 7,276 | 254 | % | |||||||
Year Ended December 31, |
||||||||
2020 |
||||||||
| Cash flows (used in) provided by operating activities |
$ | (12,936,755 | ) | $ | 1,526,333 | |||
| Cash flows (used in) investing activities |
(4,677,839 | ) | (73,091 | ) | ||||
| Cash flows provided by financing activities |
20,590,987 | 152,835 | ||||||
| |
|
|
|
|||||
| Net increase in cash and cash equivalents |
$ | 2,976,393 | $ | 1,606,077 | ||||
| |
|
|
|
|||||
Year Ended December 31, |
|
|
||||||||||||||
In thousands, except percentages |
2020 |
2019 |
$ Change |
% Change |
||||||||||||
| Sales |
$ | 618 | $ | 12,561 | $ | (11,943 | ) | (95.08 | )% | |||||||
Year Ended December 31, |
|
|
||||||||||||||
In thousands, except percentages |
2020 |
2019 |
$ Change |
% Change |
||||||||||||
| Cost of goods sold |
$ | 303 | $ | 11,627 | $ | (11,324 | ) | (97.39 | )% | |||||||
Year Ended December 31, |
|
|
||||||||||||||
In thousands, except percentages |
2020 |
2019 |
$ Change |
% Change |
||||||||||||
| General and administrative 1 |
$ | 4,422 | $ | 5,705 | $ | (1,283 | ) | (22.49 | )% | |||||||
| Consulting |
155 | 333 | (178 | ) | (53.45 | )% | ||||||||||
| Research and development |
75 | 109 | (34 | ) | (31.19 | )% | ||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Total operating expenses, net |
$ | 4,652 | $ | 6,147 | $ | (1,495 | ) | (24.32 | )% | |||||||
| |
|
|
|
|
|
|
|
|||||||||
1 |
Includes stock-based compensation expense as follows: |
Year Ended December 31, |
|
|
||||||||||||||
In thousands, except percentages |
2020 |
2019 |
$ Change |
% Change |
||||||||||||
| Stock-based compensation expense |
$ | 347 | $ | 769 | $ | (422 | ) | (54.88 | )% | |||||||
Year Ended December 31, |
|
|
||||||||||||||
In thousands, except percentages |
2020 |
2019 |
$ Change |
% Change |
||||||||||||
| Interest (expense) income, net |
$ | (49 | ) | $ | 42 | $ | (91 | ) | (216.67 | )% | ||||||
Year Ended December 31, |
||||||||
In thousands |
2020 |
2019 |
||||||
| Cash flows used in operating activities |
$ | (2,961 | ) | $ | (4,582 | ) | ||
| Cash flows provided by (used in) investing activities |
2,758 | 1,128 | ||||||
| Cash flows provided by financing activities |
(93 | ) | 4,127 | |||||
| |
|
|
|
|||||
| Net (decrease)/increase in cash and cash equivalents |
$ | (296 | ) | $ | 673 | |||
| |
|
|
|
|||||
| • | the declining cost and higher availability of energy storage technologies, specifically the cost and capacity of rechargeable lithium-ion batteries; |
| • | grants, loans, tax breaks, and other financial support available for energy storage and electric vehicle research and development; |
| • | requirements that a specific percentage of automakers’ models be electric or other zero-emission vehicles; and |
| • | fuel economy standards that require automakers to meet certain fleet-wide miles per gallon benchmarks that effectively require them to sell electric zero-emission vehicles. |
| • | mandates that government fleets purchase certain percentages of low emission, energy efficient, or other alternative fuel vehicles; |
| • | mandates for transport agencies, ports or school districts to purchase or convert to electric or other alternative fuel vehicles; |
| • | rebates, tax credits, and other incentives for purchasing or leasing electric or other alternative fuel vehicles; |
| • | the availability of charging stations and other charging infrastructure, driven in turn by government funding, tax credits, rebates, and other incentives and regulatory initiatives aimed at increasing the number of charging stations; |
| • | the desire of state agencies to deploy electric vehicles to reduce the effects of climate change and to reduce the impact of pollutants on the health and well-being of its population; |
| • | the cost of electricity to recharge plug-in electric vehicles, impacted by special rates introduced by utilities; |
| • | preferential treatment in registration, emissions testing, and access to highways, city centers, and HOV lanes; and |
| • | the cost of traditional petroleum-based fuels compared to the resultant incremental costs of owning and operating an electric vehicle. |
| • | Difficulty complying with existing and new federal and state emission restrictions and compliance |
| • | Finding cost savings while managing high fuel, maintenance and repair costs |
| • | Extending the lives of existing vehicles |
| • | Difficulty planning for the operation of their fleet when fuel supplies are interrupted, such as during a natural disaster man-made disasters. It may be possible for emergency service organizations to use the large battery packs of electric drive, commercial fleet vehicles as a mobile source of stored electrical energy. This electrical energy could supplement traditionally fueled back-up generators. |
| • | Difficulty in improving the environment around these heavy-duty commercial fleets zero-emission buses, trucks and cars, we believe we are creating a healthier environment in and around the vehicles they operate for their employees, customers and the communities they serve. In February 2021, the Office of Environmental Health Hazard Assessment, on behalf of the California Environmental Protection Agency, released Version
4.0 of the CalEnviroScreen. CalEnviroScreen identifies California communities by census tract that are disproportionately burdened by, and vulnerable to, multiple sources of pollution. |
| • | Add Emission-Compliant Vehicles to Their Fleets |
| • | Reduce Total Cost of Ownership |
| • | Prolong Lives of Existing Vehicles |
| • | Plan for Natural Disasters When Fuel Supply May be Interrupted. zero-emissions systems are designed, when optionally equipped, to serve as on-site emergency back-up energy storage if grid power becomes intermittent or fails temporarily during natural or man-made disasters. |
| • | Improve the Environment Around Vehicles zero-emission systems, drivers, operators, customers and the communities they serve could have healthier environments in and around these vehicles. |
| • | Product Diversity scale-up, scale-down or refine a specific product line in response to market demands and the evolving local, state and federal regulatory and incentive programs. Also, within each product area, we have multiple suppliers of key vehicles, allowing price flexibility both for our final products and replacement parts required over the product lifespan. This allows us to meet the expectations and budget constraints of public or private commercial fleet operators. |
| • | Regulatory Agency Familiarity zero-emission vehicle industry. To meet their own aggressive emissions targets, these regulatory agencies have encouraged the growth of zero-emission electric vehicles, especially in connection with heavy-duty commercial fleets. |
| • | Relationships With Purchasers |
| • | Additional Sales Potential back-up facility power for use during grid power outages, enabling technologies to access the developing grid-connected opportunities for the aggregate power available from groups of large battery packs, or enabling technologies that allow for the avoidance of electric utility demand charges. |
| • | Unique Market Knowledge |
| • | Develop Sales Staff COVID-19 impacts and to other business challenges in 2020, we had to eliminate our in-house sales team in 2020. We have not been able to reestablish our sales team during 2021 to help our current and future customer base, and instead relied primarily on Company executives to work on sales activity. Our executives, on a limited basis, also engaged industry consultants with ties to trucking fleets, county and city transportation managers, as well as school districts and an extensive dealer network to assist with the sales activity. |
| • | Build and Service Networks zero-emission electric commercial |
| vehicles either manufactured by or for us, via Factory Authorized Representative (“ FAR”) Agreements. As an example, we have recently entered into a FAR Agreement with Shine Solar, allowing Shine Solar to promote and sell Envirotech products throughout the United States. As of September 17, 2021, we have entered into a total of nine FAR agreements throughout the United States and the Caribbean. |
| • | Develop Third-Party Relationships |
| • | Provide Demonstrations |
| • | Obtain Approvals From Incentive Programs |
| • | Grow Our Manufacturing, Installation and Service Capability zero-emission vehicles as we work towards becoming a fully integrated electric vehicle manufacturer. We currently lease a facility in Corona, California, to support such activities. |
| • | Technical Support |
| • | Introduce New Products zero-emission vehicles and systems into ancillary product verticals, such as charging infrastructure (also called Electric Vehicle Service Equipment), stationary energy storage, vehicle-to-grid |
| • | Public and private schools that operate “white fleet” vehicles for non-student transportation use, such as facility service trucks, food service delivery vans/trucks, campus security vehicles and golf cart-type vehicles. |
| • | Commercial fleet operators that provide high daily mileage vehicles for use on routes in and around airports, hotels and offsite parking facilities. |
| • | Last mile delivery companies with fleets of delivery vans, short haul trucks and distribution/sorting facility center vehicles. |
| • | Large agricultural and food processing industry-focused companies that operate Class 1 through 7 trucks, buses and/or delivery vans. |
| • | Public and private transportation services that are involved in prisoner transportation. |
| • | Large companies that operate shuttle buses, transit style buses and facility-based vehicles, including on and off road-type vehicles for employee transport to/from remote parking areas, to/ from special events, and the various vehicles used for facilities maintenance, services and security. |
| • | Private transportation contractors that shuttle large companies’ employees from common public transportation hubs to their campuses. |
| • | Public and private colleges and universities that operate shuttle buses, transit-style buses, facility service vans and trucks and utilize golf cart-type vehicles on their campuses. |
| • | Community-based, public/privately funded shuttle buses serving special-needs community members. |
| • | Retirement communities, municipalities, shopping malls, movie studio lots, and large warehouse facilities that currently use golf cart-type vehicles for moving people and goods. |
| • | The current market of approximately 3.5 million e-trike users in the Philippines, most of which currently operate gasoline or diesel-powered vehicles. |
| • | Public and private K-12 schools that operate Type-A, C and D school buses, and special-needs student buses. |
| • | Student transportation contractors that serve public and private schools. |
| • | Port, railway and distribution center operators that use traditionally-fueled loading equipment, tractors, material handling equipment, forklifts, Class 1 through 7 trucks, delivery vans, yard goats, and other similar vehicles, that could be replaced with zero-emission alternatives. |
| • | Mining companies with fleets of above-ground service vehicles and underground staff transport and support vehicles. |
| • | Oil and gas companies with fleets of field trucks. |
| • | Electric utility companies with fleets of service trucks that are in the public eye. |
| • | Military-based fleet operators that have non-combat fleet vehicles of all sizes. |
| • | Zero-emission electric systems for ship-through integration by outside OEMs into their own privately branded medium to heavy-duty commercial fleet vehicles. |
| • | Automated charging infrastructure for commercial fleet vehicles. |
| • | “Intelligent” stationary energy storage that enables fast vehicle charging. |
| • | “Intelligent” stationary energy storage that enables emergency back-up facility power during grid power outages. |
| • | “Intelligent” stationary energy storage that enables access to the developing grid-connected opportunities for the aggregate power available from groups of large battery packs. |
| • | “Intelligent” stationary energy storage that enables avoidance of electric utility demand charges for commercial customers integrated with or independent of ADOMANI-supplied, zero-emission fleet vehicle(s). |
| • | Energy storage systems (battery packs) replacements with better energy density and/or expected lifecycles for existing electric vehicles and equipment that has outlived their OEM-provided energy storage systems. For example, replace flooded lead acid (“FLA”) battery packs of existing industrial forklifts and underground mining equipment with more energy dense and higher cycle- life battery packs composed of lithium-ion cells. |
| • | altitude simulation, which involves simulating air transport; |
| • | thermal cycling, which involves assessing cell and battery seal integrity; |
| • | vibration, which involves simulating vibration during transport; |
| • | shock, which involves simulating possible impacts during transport; |
| • | external short circuit, which involves simulating an external short circuit; and |
| • | overcharge, which involves evaluating the ability of a rechargeable battery to withstand overcharging. |
| Name |
Age |
Position | ||||
| Executive Officers |
||||||
| 61 | Chief Executive Officer, Chairman of the Board and Director | |||||
| 47 | Chief Financial Officer | |||||
| 45 | Executive Vice President and Director | |||||
| Directors |
||||||
| Melissa Barcellos (1)(2)(3) |
38 | Director | ||||
| Michael Di Pietro (1)(2)(3) |
66 | Director | ||||
| Bradley J. Dixon (2)(3) |
47 | Director | ||||
| Terri White Elk (1)(2) |
52 | Director | ||||
| (1) | Member of our Audit Committee. |
| (2) | Member of our Compensation Committee. |
| (3) | Member of our Nominating and Corporate Governance Committee. |
| • | appointing, compensating, retaining and overseeing our independent registered public accounting firm; |
| • | approving the audit and non-audit services to be performed by our independent registered public accounting firm; |
| • | reviewing, with our independent registered public accounting firm, all critical accounting policies and procedures; |
| • | reviewing with management the adequacy and effectiveness of our internal control structure and procedures for financial reports; |
| • | reviewing and discussing with management and our independent registered public accounting firm our annual audited financial statements and any certification, report, opinion or review rendered by our independent registered public accounting firm; |
| • | reviewing and investigating conduct alleged to be in violation of our code of business conduct and ethics; |
| • | reviewing and approving related party transactions; |
| • | preparing the Audit Committee report required in our annual proxy statement; and |
| • | reviewing and evaluating, at least annually, its own performance and the adequacy of the committee charter. |
| • | reviewing and approving corporate goals and objectives relevant to compensation of our Chief Executive Officer and other executive officers; |
| • | reviewing and approving the following compensation for our Chief Executive Officer and our other executive officers: salaries, bonuses, incentive compensation, equity awards, benefits and perquisites; |
| • | recommending the establishment and terms of our incentive compensation plans and equity compensation plans, and administering such plans; |
| • | recommending compensation programs for directors; |
| • | preparing disclosures regarding executive compensation and any related reports required by the rules of the SEC; |
| • | making and approving grants of options and other equity awards to all executive officers, directors and all other eligible individuals; and |
| • | reviewing and evaluating, at least annually, its own performance and the adequacy of the committee charter. |
| • | determining criteria for selecting new directors, including desired skills, experience and attributes, and identifying and actively seeking individuals qualified to become directors; |
| • | evaluating and selecting, or recommending to our board of directors, nominees for each election of directors; |
| • | considering any nominations of director candidates validly made by our stockholders; |
| • | reviewing and making recommendations to our board of directors concerning qualifications, appointment and removal of committee members; |
| • | developing, recommending for approval by our board of directors, and reviewing on an ongoing basis the adequacy of, our corporate governance principles, including director qualification standards, director responsibilities, committee responsibilities, director access to management and |
| independent advisors, director compensation, director orientation and continuing education, management succession and annual performance evaluation of our board of directors and its committees; |
| • | assisting our board of directors in developing criteria for the evaluation of the performance of our board of directors and its committees; |
| • | if requested by our board of directors, assisting it in its evaluation of the performance of our board of directors and each of its committees; and |
| • | reviewing and reassessing the adequacy of its charter. |
| • | his or her knowledge, expertise, skills, integrity, diversity, judgment, business, leadership or other experience; |
| • | his or her reputation in the business community; |
| • | the interplay of the candidate’s experience with the experience of other members of our board of directors; |
| • | the availability of such candidate to perform all responsibilities that will be expected of them as a member of our board and any committees; and |
| • | the extent to which the candidate would be a desirable addition to our board of directors and any committees. |
| • | Phillip W. Oldridge, our Chief Executive Officer; |
| • | Susan M. Emry, our Executive Vice President and Interim Chief Financial Officer; and |
| • | Michael K. Menerey, our former Chief Financial Officer, Secretary and Treasurer. |
| Name and Principal Position |
Year |
Salary ($) |
Bonus ($) |
Option Awards ($) (1) |
All Other Compensation ($) |
Total ($) |
||||||||||||||||||
| 2021 | 250,000 | (2) |
— | 1,835,581 | — | 2,085,581 | ||||||||||||||||||
| Chief Executive Officer |
2020 | — | — | — | — | — | ||||||||||||||||||
| Executive Vice President and Interim Chief Financial Officer |
2021 | 68,000 | (4) |
— | — | — | 68,000 | |||||||||||||||||
| Michael K. Menerey (3) |
2021 | 150,400 | — | — | 18,511 | 168,911 | ||||||||||||||||||
| Former Chief Financial Officer |
2020 | 204,233 | — | 32,878 | — | 237,111 | ||||||||||||||||||
| (1) | The amounts shown in this column represent the aggregate grant date fair value of option awards granted in the year computed in accordance with FASB ASC Topic 718. The grant date fair values have been determined based on the assumptions and methodologies set forth in Note 9 to our financial statements included in the ADOMANI, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as filed with the SEC on March 31, 2021. These amounts reflect our accounting expense for these awards and do not correspond to the actual value that may be recognized by our Named Executive Officers. |
| (2) | This amount represents base salary paid to Mr. Oldridge for his services from September 2, 2020, through December 31, 2020. During such period, Mr. Oldridge’s base salary was $1.00 per year, which he deferred. For the year ended December 31, 2021, Mr. Oldridge was paid $250,000 of the annual $300,000 included in his employment agreement that was effective March 1, 2021. |
| (3) | Mr. Menerey retired effective as of January 2, 2022. |
| (4) | This amount represents the salary paid to Ms. Emry from her April 16, 2021 hire date as Controller through December 31, 2021. Ms. Emry was an unpaid officer of Envirotech Drive Systems, Inc. in 2020 and from January 1, 2021 through April 15, 2021. |
| Name |
Number of Securities Underlying Unexercised Options (#) Exercisable (1) |
Number of Securities Underlying Unexercised Options (#) Unexercisable |
Option Exercise Price ($) |
Option Expiration Date |
||||||||||||
| Chief Executive Officer |
|
5,000,000 |
|
|
|
|
|
0.45 |
|
|
1/7/2031 |
| ||||
| Michael K. Menerey Former Chief Financial Officer |
|
135,000 135,000 |
|
|
— — |
|
|
1.31 0.45 |
|
|
4/18/2028 4/24/2029 |
| ||||
| (1) | The shares were initially subject to vesting over a three-year period, with one-third of the options vesting on the one-year anniversary of the grant date and the remainder vesting in equal monthly installments thereafter, subject to continued service through such vesting date; however, upon the closing of our acquisition of Envirotech Drive Systems, Inc. on March 16, 2021, our board of directors elected to accelerate the vesting of all outstanding options, whereupon such options vested in full and became exercisable by the holder thereof on or before their respective expiration dates. |
| • | for any breach of a duty of loyalty to us or our stockholders; |
| • | for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; |
| • | for any transaction from which the director derived an improper personal benefit; or |
| • | for an act or omission for which the liability of a director is expressly provided by an applicable statute, including unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law. |
| Name |
Fees earned or paid in cash ($) |
|||||||||||
| Gary W. Nettles (1) |
5,139 | — | ||||||||||
| Janet L. Boydell (2) |
5,139 | — | ||||||||||
| John F. Perkowski (3) |
5,139 | — | ||||||||||
| 9,533 | ||||||||||||
| Michael A. DiPietro (5) |
9,533 | |||||||||||
| 9,533 | ||||||||||||
| Bradley Dixon (7) |
8,267 | |||||||||||
| Pam Compton (8) |
3,533 | |||||||||||
| (1) | Mr. Nettles resigned from our board of directors effective March 16, 2021. |
| (2) | Ms. Boydell resigned from our board of directors effective March 16, 2021. |
| (3) | Mr. Perkowski resigned from our board of directors effective March 16, 2021. |
| (4) | Ms. White Elk was paid the amount reflected above from March 16, 2021 through December 31, 2021. |
| (5) | Mr. Di Pietro was paid the amount reflected above from March 16, 2021 through December 31, 2021. |
| (6) | Ms. Barcellos was paid the amount reflected above from March 16, 2021 through December 31, 2021. |
| (7) | Mr. Dixon joined the board of directors in April 23, 2021 and was paid the amount reflected in the table above through December 31, 2021. |
| (8) | Ms. Compton was a member of the board of directors from March 16, 2021 through June 28, 2021. Ms. Compton resigned as a member of the board of directors to become an employee of the Company. |
| • | each person, or group of affiliated persons, known to us to beneficially own more than 5% of our common stock; |
| • | each of our directors and nominees for election to the Board; |
| • | each of our executive officers named in the summary compensation table included in the Annual Report; and |
| • | all of our directors and executive officers as a group. |
Prior to this Offering |
After this Offering |
|||||||||||||||
| Name of Beneficial Owner (1) |
Number of Shares |
Percent of Shares |
Number of Shares |
Percent of Shares |
||||||||||||
| Directors and Executive Officers |
||||||||||||||||
| 9,440,000 | 3.1 | % | [ | ●] | [ | ●]% | ||||||||||
| 4,919,901 | 1.6 | % | [ | ●] | [ | ●]% | ||||||||||
| Michael K. Menerey (4) |
1,153,571 | * | [ | ●] | [ | ●]% | ||||||||||
| 2,284.020 | * | [ | ●] | [ | ●]% | |||||||||||
| Michael A. Di Pietro |
176,600 | * | [ | ●]% | ||||||||||||
| — | * | [ | ●] | [ | ●]% | |||||||||||
| — | * | [ | ●] | [ | ●]% | |||||||||||
| All directors and executive officers as a group (7 persons) (6) |
17,974,092 | 5.8 | % | [ | ●] | [ | ●]% | |||||||||
| 5% Stockholders |
||||||||||||||||
| Gerald Douglas Conrod (7) |
48,656,533 | 16.2 | % | [ | ●] | [ | ●]% | |||||||||
| 162315 Family Trust (8) |
26,892,689 | 8.9 | % | [ | ●] | [ | ●]% | |||||||||
| * | Represents beneficial ownership of less than 1%. |
| (1) | Unless otherwise indicated, all shares are owned directly by the beneficial owner. |
| (2) | Consists of (i) 440,000 shares of our common stock held of record by Phillip W. Oldridge and (ii) 9,000,000 shares of our common stock underlying options that are currently exercisable or exercisable within 60 days after April 1, 2022. |
| (3) | Consists of (i) 2,102,046 shares of our common stock held of record by Susan M. Emry and (ii) 2,817,855 shares of our common stock underlying options that are currently exercisable or exercisable within 60 days after April 1, 2022. |
| (4) | Consists of (i) 525,000 shares of our common stock held of record by the Menerey Living Trust u/t/d 4/12/96, (ii) 358,571 shares of our common stock held of record by Michael K. Menerey and (iii) 270,000 shares of our common stock underlying options that are currently exercisable or exercisable within 60 days after April 1, 2022. |
| (5) | Represents (i) 2,275,850 shares of our common stock held of record by Provident Trust Group FBO Cornelia P. Doherty ROTH IRA, over which Ms. Barcellos has voting and investment control pursuant to a Voting Trust Agreement dated March 20, 2017 and (ii) 8,170 shares of our common stock held of record by Melissa Barcellos. |
| (6) | Consists of (i) 5,886,237 shares of our common stock and (ii) 12,087,855 shares of our common stock underlying options that are currently exercisable or exercisable within 60 days after January 31, 2022. |
| (7) | The information reported is based in part on, and in reliance upon, and without independent investigation of, information provided by Gerald Douglas Conrod in a Schedule 13G filed with the SEC on March 26, 2021. As reported in such Schedule 13G, Gerald Douglas Conrod is the beneficial owner of 21,763,844 shares of our common stock, and has sole voting and dispositive power over such shares. Mr. Conrod serves as co-trustee of 162315 Family Trust and, in such capacity, shares voting and dispositive power over the 22,017,689 shares held of record by the trust. Mr. Conrod disclaims beneficial ownership of the shares held by the trust. In addition to the information reported in such Schedule 13G, the information set forth above includes: (i) an additional 3,250,000 shares of our common stock purchased by 162315 Family Trust at the second closing of our previously announced
private investment in public equity, or PIPE, transaction, on May 7, 2021, pursuant to that certain Securities Purchase Agreement, dated as of December 24, 2020 (the “Purchase Agreement”), that we entered into with certain institutional and accredited investors and pursuant to which, among other things, we sold and issued, and the investors purchased, shares of our common stock and related warrants to purchase additional shares of our common stock in a series of two closings (the “Financing”); and (ii) an additional 1,625,000 shares of common stock underlying warrants issued to 162315 Family Trust at the second closing of the Financing that are exercisable as of June 1, 2021. The address of Gerald Douglas Conrod is 1961 Douglas Street, Victoria, British Columbia, V8T 4K7, Canada. |
| (8) | The information reported is based in part on, and in reliance upon, and without independent investigation of, information provided by 162315 Family Trust in a Schedule 13G filed with the SEC on March 26, 2021. As reported in such Schedule 13G, 162315 Family Trust is the beneficial owner of 22,017,689 shares of our common stock, and has sole voting and dispositive power over such shares. In addition to the information reported in such Schedule 13G, the information set forth above includes: (i) an additional 3,250,000 shares of our common stock purchased by 162315 Family Trust at the second closing of the Financing on May 7, 2021; and (ii) an additional 1,625,000 shares of common stock underlying warrants issued to 162315 Family Trust at the second closing of the Financing that are exercisable as of June 1,
2021. The address of 162315 Family Trust is 1103 Goldstream Avenue, Victoria, British Columbia, V9B 2Y9, Canada. |
| • | the amounts involved exceeded or will exceed $120,000; and |
| • | any of our directors, executive officers or holders of more than 5% of our capital stock, or any member of the immediate family of, or person sharing the household with, the foregoing persons, had or will have a direct or indirect material interest. |
Year Ended December 31, |
||||||||
2021 |
||||||||
| SRI Equipment Leases |
$ | 93,274 | $ | 116,559 | ||||
| SRI Office Leases |
24,477 | 14,000 | ||||||
| Truck & trailer purchase from SRI |
0 | 81,293 | ||||||
| Total SRI |
117,725 | 211,852 | ||||||
| Vehicles purchased from Phillip W. Oldridge |
0 | 161,250 | ||||||
| ABCI Office leases |
0 | 50,610 | ||||||
| |
|
|
|
|||||
| Total |
$ | 142,925 | $ | 423,712 | ||||
| |
|
|
|
|||||
| • | an individual who is a citizen or resident of the United States; |
| • | a corporation, or any other organization taxable as a corporation for U.S. federal income tax purposes, that is created or organized in or under the laws of the United States, any state thereof or the District of Columbia; |
| • | an estate, the income of which is included in gross income for U.S. federal income tax purposes regardless of its source; or |
| • | a trust if (1) a U.S. court is able to exercise primary supervision over the trust’s administration and one or more U.S. persons (as defined in the Internal Revenue Code) have the authority to control all of the trust’s substantial decisions or (2) the trust has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person. |
| • | IRS Form W-8BEN (or successor form) or IRS Form W-8BEN-E Non-U.S. Holder is entitled to a reduction in withholding under an applicable income tax treaty; or |
| • | IRS Form W-8ECI (or successor form) certifying, under penalties of perjury, that a dividend paid on shares of our Common Stock is not subject to withholding tax because it is effectively |
| connected with conduct of a trade or business in the United States of the Non-U.S. Holder (in which case such dividend generally will be subject to regular graduated U.S. federal income tax rates on a net income basis as described below). |
| Underwriter |
Number of Shares |
|||
| Roth Capital Partners, LLC |
||||
| |
|
|||
| Total |
||||
| |
|
|||
Total | ||||||||||||
Per Share |
Without Option |
With Option |
||||||||||
| Public offering price |
$ | $ | $ | |||||||||
| Underwriting discounts and commissions (7%) |
$ | $ | $ | |||||||||
| Proceeds, before expenses, to us |
$ | $ | $ | |||||||||
| • | issue (in the case of us), offer, pledge, assign, encumber, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; or |
| • | in the case of us, file or cause the filing of any registration statement under the Securities Act with respect to any shares of common stock or other capital stock or any securities convertible into or exercisable or exchangeable for our common stock or other capital stock; or |
| • | complete any offering of debt securities of the Company, other than entering into a line of credit, term loan arrangement or other debt instrument with a traditional bank; or |
| • | enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Company’s securities, whether any such transaction is to be settled by delivery of shares of our common stock or such other securities, in cash or otherwise; |
| • | sell, agree to sell, offer or sell, solicit offers to purchase, grant any call option, warrant or other right to purchase, purchase any put option or other right to sell, pledge, borrow or otherwise dispose of Company’s securities |
| • | establish or increase any “put equivalent position” or liquidate or decrease any “call equivalent position” (in each case within the meaning of Section 16 of the Exchange Act) with respect to any Company security; |
| • | make any demand for or exercise any right with respect to, the registration of any Company security; |
| • | otherwise enter into any swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any economic consequence of ownership of a Company security, whether or not such transaction is to be settled by delivery of Company securities, other securities, cash or other consideration; or |
| • | publicly announce an intention to do any of the foregoing. |
| • | to legal entities that are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities; |
| • | to any legal entity that has two or more of (i) an average of at least 250 employees during its last fiscal year; (ii) a total balance sheet of more than €43,000,000 (as shown on its last annual unconsolidated or consolidated financial statements) and (iii) an annual net turnover of more than €50,000,000 (as shown on its last annual unconsolidated or consolidated financial statements); |
| • | to fewer than 100 natural or legal persons (other than qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive) subject to obtaining the prior consent of the Company or any underwriter for any such offer; or |
| • | in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of securities shall result in a requirement for the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Directive. |
| • | to Italian qualified investors, as defined in Article 100 of Decree no.58 by reference to Article 34-ter of CONSOB Regulation no. 11971 of 14 May 1999 (“Regulation no. 1197l”) as amended (“Qualified Investors”); and |
| • | in other circumstances that are exempt from the rules on public offer pursuant to Article 100 of Decree No. 58 and Article 34-ter of Regulation No. 11971 as amended. |
| • | made by investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with Legislative Decree No. 385 of 1 September 1993 (as amended), Decree No. 58, CONSOB Regulation No. 16190 of 29 October 2007 and any other applicable laws; and |
| • | in compliance with all relevant Italian securities, tax and exchange controls and any other applicable laws. |
| • | Our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on April 26, 2022; |
| • | our Current Reports on Form 8-K (other than information furnished rather than filed), filed with the SEC on January 7, 2022 and February 8, 2022; and |
| • | the description of our common stock contained in our Registration Statement on Form 8-A filed with SEC on April 28, 2017, including any amendment or report filed for the purpose of updating such description. |
PAGE |
||||
| F-2 | ||||
| F-3 | ||||
| F-4 | ||||
| F-5 | ||||
| F-6 | ||||
| F-7 | ||||
| F-8 | ||||
Page |
||||
| F-27 | ||||
| F-28 | ||||
| F-29 | ||||
| F-30 | ||||
| F-31 | ||||
| F-32 | ||||
| ASSETS |
||||||||
| Current assets: |
||||||||
| Cash and cash equivalents |
$ | i 4,846,490 | $ | i 136,222 | ||||
| Restricted cash |
i 60,035 | i 1,793,910 | ||||||
| Marketable securities |
i 8,002,700 | — | ||||||
| Accounts receivable |
i 1,428,030 | i 9,000 | ||||||
| Inventory, net |
i 3,850,541 | — | ||||||
| Inventory deposits |
|
|
i 4,503,079 |
|
|
|
— |
|
| Prepaid expenses |
i 332,514 | — | ||||||
| |
|
|
|
|||||
| Total current assets |
i 23,023,389 | i 1,939,132 | ||||||
| Property and equipment, net |
i 272,113 | i 227,561 | ||||||
| Goodwill |
i 51,775,667 | — | ||||||
| Other non-current assets |
i 236,639 | i 242,025 | ||||||
| |
|
|
|
|||||
| Total assets |
$ | i 75,307,808 | $ | i 2,408,718 | ||||
| |
|
|
|
|||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) |
||||||||
| Current liabilities: |
||||||||
| Accounts payable |
$ | i 238,464 | $ | i 345,383 | ||||
| Accrued liabilities |
i 1,280,020 | i 2,382,660 | ||||||
| Notes payable, net |
i 31,788 | — | ||||||
| |
|
|
|
|||||
| Total current liabilities |
i 1,550,272 | i 2,728,043 | ||||||
| Long-term liabilities |
||||||||
| Other non-current liabilities |
i 2,427 | — | ||||||
| Notes payable, net |
i 13,245 | i 152,835 | ||||||
| |
|
|
|
|||||
| Total liabilities |
i 1,565,944 | i 2,880,878 | ||||||
| |
|
|
|
|
|
|
|
|
| Stockholders’ equity (deficit): |
||||||||
| Preferred stock, i i 5,000,000 /
authorized, $ i i 0.00001 /
par value per share, i i i i no / / / ne
issued and outstanding as of December 31, 2021, and December 31, 2020 |
i — | i — | ||||||
| Common stock, i i 350,000,000 /
i i 298,160,160 / authorized, $ i i 0.00001 /
par value per share, and i i 1 / issued
and outstanding as of December 31, 2021, and December 31, 2020, respectively |
i 2,981 | i 100 | ||||||
| Additional paid-in capital |
i 81,863,243 | — | ||||||
| Accumulated deficit |
( i 8,124,360 | ) | ( i 472,260 | ) | ||||
| |
|
|
|
|||||
| Total stockholders’ equity (deficit) |
i 73,741,864 | ( i 472,160 | ) | |||||
| |
|
|
|
|||||
| Total liabilities and stockholders’ equity (deficit) |
$ | i 75,307,808 | $ | i 2,408,718 | ||||
| |
|
|
|
|||||
Year Ended December 31, |
||||||||
2020 |
||||||||
| Sales |
$ | i 2,042,844 | $ | i 88,735 |
||||
| Cost of sales |
i 1,281,468 | i 73,560 |
||||||
| |
|
|
|
|||||
| Gross profit |
i 761,376 | i 15,175 | ||||||
| Operating expenses: |
||||||||
| General and administrative |
i 8,238,530 | i 355,231 | ||||||
| Consulting |
i 188,703 | i 70,901 | ||||||
| Research and development |
|
|
i 58,139 |
|
|
|
— |
|
| |
|
|
|
|||||
| Total operating expenses, net |
i 8,485,372 | i 426,132 | ||||||
| |
|
|
|
|||||
| Loss from operations |
( i 7,723,996 | ) | ( i 410,957 | ) | ||||
| Other income (expense): |
||||||||
| Interest income (expense), net |
i 4,412 | ( i 2,864 |
) | |||||
| Gain on debt forgiveness, net of other expense |
i 288,185 | i 7,000 |
||||||
| |
|
|
|
|||||
| Total other income (expense) |
i 292,597 | i 4,136 |
||||||
| |
|
|
|
|||||
| Loss before income taxes |
( i 7,431,399 | ) | ( i 406,821 | ) | ||||
| Income tax recovery (expense) |
( i 220,700 | ) | i 127,300 |
|||||
| |
|
|
|
|||||
| Net loss |
$ | ( i 7,652,100 | ) | $ | ( i 279,521 | ) | ||
| |
|
|
|
|||||
| Net loss per share to common stockholders: |
||||||||
| Basic and diluted |
$ | ( i 0.03 | ) | $ | ( i 279,521 | ) | ||
| |
|
|
|
|||||
| Weighted shares used in the computation of net loss per share: |
||||||||
| Basic and diluted |
i 229,034,470 | i 1 | ||||||
| |
|
|
|
|||||
Common Stock |
Additional Paid-In Capital |
Accumulated Deficit |
Stockholders’ Equity (Deficit) |
|||||||||||||||||
Shares |
Amount |
|||||||||||||||||||
| Balance, December 31, 2019 |
i 1 | $ | i 100 | $ | — |
$ | ( i 192,739 | ) | $ | ( i 192,739 | ) | |||||||||
| Net loss |
— | — | — | ( i 279,521 | ) | ( i 279,521 | ) | |||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Balance, December 31, 2020 |
i 1 | $ | i 100 | $ | i — | $ | ( i 472,260 | ) | $ | ( i 472,160 | ) | |||||||||
| EVTDS common stock issued for cash |
i 142,558,000 | i 1,325 | i 6,413,785 | — | i 6,415,110 | |||||||||||||||
| ADOMANI INC. common stock issued in Merger |
i 112,675,558 |
i 1,127 | i 55,737,252 | — | i 55,738,379 | |||||||||||||||
| Post-Merger common stock issued for cash |
i 42,926,601 | i 429 | i 16,485,781 |
— | i 16,486,210 | |||||||||||||||
| Offering costs netted against proceeds from common stock issued for cash |
— | i — | ( i 188,015 | ) |
i — | ( i 188,015 | ) | |||||||||||||
| Stock based compensation |
— | — | i 3,414,440 | — | i 3,414,440 | |||||||||||||||
| Net loss |
— | — | — | ( i 7,652,100 | ) | ( i 7,652,100 | ) | |||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Balance, December 31, 2021 |
i 298,160,160 | $ | i 2,981 | $ | i 81,863,243 | $ | ( i 8,124,360 | ) | $ | i 73,741,864 | ||||||||||
Year Ended December 31, |
||||||||
2020 |
||||||||
| Cash flows from operating activities: |
||||||||
| Net loss |
$ | ( i 7,652,100 | ) | $ | ( i 279,521 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: |
||||||||
| Depreciation and amortization |
i 70,279 | i 17,670 |
||||||
| Unrealized loss on marketable securities |
i 4,673 | — | ||||||
| Provision for bad debt |
|
|
i 303,879 |
|
|
|
— |
|
| Stock based compensation expense |
i 3,414,440 | — | ||||||
| Gain on debt forgiveness |
|
|
( i 290,520 |
) |
|
|
— |
|
| Changes in assets and liabilities: |
||||||||
| Accounts receivable |
( i 1,415,657 | ) | ( i 196,750 | ) | ||||
| Inventory |
( i 3,198,877 | ) | — | |||||
| Inventory deposits |
( i 4,503,079 | ) | — | |||||
| Prepaid expenses |
|
|
i 693,375 |
|
|
|
— |
|
| Other non-current assets |
|
|
i 123,343 |
|
|
|
— |
|
| Accounts payable |
( i 235,306 | ) | i 80,454 | |||||
| Accrued liabilities |
( i 10,229 | ) | i 1,904,480 |
|||||
| Other non-current liabilities |
( i 240,976 | ) | — | |||||
| |
|
|
|
|||||
| Net cash (used in), provided by operating activities |
$ |
( i 12,936,755 | ) | $ |
i 1,526,333 | |||
| |
|
|
|
|||||
| Cash flows from investing activities: |
||||||||
| Purchase of property and equipment, net |
$ |
( i 27,958 | ) | $ |
( i 73,091 | ) | ||
| Investment in marketable securities |
( i 16,233,213 | ) | — | |||||
| Sale of marketable securities |
i 8,210,000 | — | ||||||
| Cash acquired in merger |
i 3,373,332 | — | ||||||
| |
|
|
|
|||||
| Net cash (used in) investing activities |
$ |
( i 4,677,839 | ) | $ |
( i 73,091 | ) | ||
| |
|
|
|
|||||
| Cash flows from financing activities: |
||||||||
| Proceeds from issuance of common stock |
$ |
i 21,107,410 | $ |
— | ||||
| Payments for deferred offering costs |
( i 188,015 | ) | — | |||||
| Principal advances from (repayments on) debt |
( i 328,408 | ) | i 152,835 | |||||
| |
|
|
|
|||||
| Net cash provided by financing activities |
i 20,590,987 | i 152,835 | ||||||
| |
|
|
|
|||||
| Net change in cash, restricted cash and cash equivalents |
i 2,976,393 | i 1,606,077 | ||||||
| Cash, restricted cash and cash equivalents at the beginning of the period |
i 1,930,132 | i 324,055 | ||||||
| |
|
|
|
|||||
| Cash and cash equivalents at the end of the period |
$ | i 4,906,525 | $ | i 1,930,132 | ||||
| |
|
|
|
|||||
| Supplemental cash flow disclosures: |
||||||||
| Cash paid for interest expense |
$ | i 7,705 | $ | — | ||||
| |
|
|
|
|||||
| Cash paid for income taxes |
$ | i 2,400 | $ | — | ||||
| |
|
|
|
|||||
Purchase Price Allocation of ADOMANI, Inc. |
||||
Accounts receivable and other current assets |
$ | i 1,680,926 | ||
Property and equipment |
i 86,873 | |||
Right of use asset |
i 369,987 | |||
Other assets |
i 59,510 | |||
Goodwill |
i 51,775,667 | |||
Accounts payable and accrued expenses |
( i 820,389 | ) | ||
Lease liability |
( i 369,987 | ) | ||
Notes payable |
( i 417,540 | ) | ||
Purchase price, net of $3,373,332 cash acquired |
$ | i 52,365,047 | ||
For the years ended December 31 |
||||||||
Pro forma combined results of operations |
2021 |
2020 |
||||||
Sales |
$ | i 1,740,255 | $ | i 627,166 | ||||
Net loss |
$ | ( i 10,296,024 | ) | $ | ( i 4,666,079 | ) | ||
Furniture and fixtures |
$ |
i 41,799 | $ |
— |
||||
Leasehold improvements |
i 28,112 | i 30,166 | ||||||
Machinery & equipment |
i 86,266 | i 92,853 | ||||||
Vehicles |
i 252,724 | i 128,999 | ||||||
Test/Demo vehicles |
i 15,784 | — |
||||||
Total property and equipment |
i 424,685 | i 252,018 | ||||||
Less accumulated depreciation |
( i 152,572 | ) |
( i 24,457 | ) | ||||
Net property and equipmen t |
$ |
i 272,113 | $ |
i 227,561 | ||||
2020 |
||||||||
Tax effected net operating loss |
$ |
i 866,991 |
$ |
i — |
||||
Deferred tax asset attributable to: |
||||||||
Net operating loss carryover |
i 5,716,044 |
— |
||||||
Research and development tax credit carryforward |
i 274,891 |
— |
||||||
Sub-total |
i 6,857,926 |
— |
||||||
Valuation allowance |
( i 6,857,926 |
) |
— |
|||||
Net deferred tax asset |
i — |
— |
||||||
Cumulative NOL |
$ |
i 31,347,786 |
$ |
— |
||||
Number of Shares |
Exercise Price |
Remaining Contractual Life (years) |
||||||||||
Outstanding warrants expiring June 9, 2022 |
i 199,659 | $ |
i 6.00 | i 0.46 | ||||||||
Outstanding warrants expiring June 9, 2022 |
i 350,000 | $ |
i 5.00 | i 0.46 | ||||||||
Outstanding warrants expiring January 9, 2023 |
i 256,667 | $ |
i 3.75 | i 1.03 | ||||||||
Outstanding warrants expiring January 28, 2025 |
i 8,625,001 | $ |
i 0.50 | i 4.00 | ||||||||
Outstanding warrants expiring May 7, 2026 |
i 19,166,667 | $ |
i 1.00 | i 4.35 | ||||||||
| i 28,597,994 | $ |
i 0.96 | i 4.14 | |||||||||
Number of Shares |
Exercise Price |
Weighted Average Remaining Contractual Life (years) |
||||||||||
Outstanding EVTDS at December 31, 2020 |
— | — | — | |||||||||
Options acquired in Merger |
i 12,992,857 | $ | i 0.29 | i 4.61 | ||||||||
Exercised |
( i 5,750,713 | ) | $ | i 0.12 | ||||||||
Cancelled / Forfeited at $0.12 Exercise Price |
( i 67,144 | ) | $ | i 0.12 | ||||||||
Cancelled / Forfeited at $0.45 Exercise Price |
( i 210,000 | ) | $ | i 0.45 | ||||||||
Cancelled / Forfeited at $1.31 Exercise Price |
( i 195,000 | ) | $ | i 1.31 | ||||||||
Subtotal, as follows: |
i 6,770,000 | |||||||||||
Outstanding Options at $0.12 Exercise Price |
i 1,000,000 | $ | i 0.12 | i 0.21 | ||||||||
Outstanding Options at $0.45 Exercise Price |
i 5,635,000 | $ | i 0.45 | i 8.20 | ||||||||
Outstanding Options at $1.31 Exercise Price |
i 135,000 | $ | i 1.31 | i 6.30 | ||||||||
Outstanding at December 31, 2021 |
i 6,770,000 | $ | i 0.42 | i 6.98 | ||||||||
Payments due by period |
||||||||||||||||||||
Total |
Less than one year |
1 - 3 years |
4 - 5 years |
More than 5 years |
||||||||||||||||
Operating lease obligations |
$ | i 46,173 | $ | i 46,173 | $ | i — | $ | i — | $ | i — | ||||||||||
Employment contracts |
i 2,500,000 | i 500,000 | i 1,500,000 |
500,0000 |
i — | |||||||||||||||
Total |
$ | i 2,546,173 | $ | i 546,173 | $ | i 1,500,000 | $ | i 500,000 |
$ | i — | ||||||||||
Year Ended December 31, |
||||||||
2020 |
||||||||
| Lease expenses |
||||||||
| Operating lease expenses |
$ | i 164,234 | $ | 0 |
||||
| Short-term lease expenses |
$ | i 88,312 | $ | i 154,425 | ||||
| |
|
|
|
|||||
| Total lease cost |
$ | i 252,546 | $ | i 154,425 | ||||
| |
|
|
|
|||||
| Other information |
||||||||
| Cash paid for the amounts included in the measurement of lease liabilities for operating leases: |
||||||||
| Operating cash flows |
$ | i 212,955 | $ | — | ||||
| Weighted-average remaining lease term (in years): |
||||||||
| Operating leases |
i 1.03 | — | ||||||
| Weighted-average discount rate: |
||||||||
| Operating leases |
i 14 % |
— | ||||||
2020 |
2019 |
|||||||
ASSETS |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | i 4,136 | $ | i 4,432 | ||||
Marketable securities |
i — | i 2,771 | ||||||
Accounts receivable |
i 14 | i 661 | ||||||
Notes receivable, net |
i — | i 40 | ||||||
Inventory, net |
i 354 | i 494 | ||||||
Prepaid expenses |
i 1,083 | i 1,197 | ||||||
Other current assets |
i 15 | i 41 | ||||||
Total current assets |
i 5,602 | i 9,636 | ||||||
Property and equipment, net |
i 102 | i 112 | ||||||
Other non-current assets |
i 464 | i 569 | ||||||
Total assets |
$ | i 6,168 | $ | i 10,317 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | i 9 | $ | i 418 | ||||
Accrued liabilities |
i 897 | i 649 | ||||||
Notes payable, net |
i 204 | i — | ||||||
Line of credit |
i — | i 5,820 | ||||||
Total current liabilities |
i 1,110 | i 6,887 | ||||||
Long-term liabilities |
||||||||
Other non-current liabilities |
i 216 | i 148 | ||||||
Notes payable, net |
i 207 | i — | ||||||
Total liabilities |
i 1,533 | i 7,035 | ||||||
Commitments and contingencies |
||||||||
Stockholders’ equity: |
||||||||
Preferred stock, i i 5,000,000 /
authorized, $ i i 0.00001 /
par value per share, i i i i no / / / ne
issued and outstanding as of December 31, 2020, and December 31, 2019 |
i — | i — | ||||||
Common stock, i i 350,000,000 /
authorized, $ i i 0.00001 /
par value per share, i i 112,670,580 / and
i i 73,125,538 / issued and outstanding
as of December 31, 2020, and December 31, 2019, respectively |
i 1 | i 1 | ||||||
Additional paid-in capital |
i 68,198 | i 62,459 | ||||||
Accumulated deficit |
( i 63,564 | ) | ( i 59,178 | ) | ||||
Total stockholders’ equity |
i 4,635 | i 3,282 | ||||||
Total liabilities and stockholders’ equity |
$ | i 6,168 | $ | i 10,317 | ||||
Year Ended December 31, |
||||||||
2019 |
||||||||
| Sales |
i 618 | $ | i 12,561 | |||||
| Cost of sales |
i 303 | i 11,627 | ||||||
| |
|
|
|
|||||
| Gross profit (loss) |
i 315 | i 934 | ||||||
| Operating expenses: |
||||||||
| General and administrative |
i 4,422 | i 5,705 | ||||||
| Consulting |
i 155 | i 333 | ||||||
| Research and development |
i 75 | i 109 | ||||||
| |
|
|
|
|||||
| Total operating expenses, net |
i 4,652 | i 6,147 | ||||||
| |
|
|
|
|||||
| Loss from operations |
( i 4,337 | ) | ( i 5,213 | ) | ||||
| Other income (expense): |
||||||||
| Interest income (expense), net |
( i 49 | ) | i 42 | |||||
| Other income |
i — | i 18 | ||||||
| |
|
|
|
|||||
| Total other income (expense) |
( i 49 | ) | i 60 | |||||
| |
|
|
|
|||||
| Loss before income taxes |
( i 4,386 | ) | ( i 5,153 | ) | ||||
| Income tax expense |
i — | i — | ||||||
| |
|
|
|
|||||
| Net loss |
$ | ( i 4,386 | ) | $ | ( i 5,153 | ) | ||
| |
|
|
|
|||||
| Net loss per share to common stockholders: |
||||||||
| Basic and diluted |
$ | ( i 0.06 | ) | $ | ( i 0.07 | ) | ||
| |
|
|
|
|||||
| Weighted shares used in the computation of net loss per share: |
||||||||
| Basic and diluted |
i 75,583,936 | i 72,919,333 | ||||||
| |
|
|
|
|||||
Common Stock |
Additional Paid-In Capital |
Accumulated |
Stockholders’ |
|||||||||||||||||
Shares |
Amount |
Deficit |
Equity (Deficit) |
|||||||||||||||||
| Balance, December 31, 2018 |
i 72,732,292 | $ | i 1 | $ | i 61,628 | $ | ( i 54,025 | ) | $ | i 7,604 | ||||||||||
| Common stock issued for services |
i 322,162 | — | i 55 | — | i 55 | |||||||||||||||
| Common stock issued for stock options exercised |
i 71,084 | — | i 7 | — | i 7 | |||||||||||||||
| Stock based compensation |
— | — | i 769 | — | i 769 | |||||||||||||||
| Net loss |
— | — | — | ( i 5,153 | ) | ( i 5,153 | ) | |||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Balance, December 31, 2019 |
i 73,125,538 | $ | i 1 | $ | i 62,459 | $ | ( i 59,178 | ) | $ | i 3,282 | ||||||||||
| Common stock issued for services |
i 545,057 | — | i 76 | — | i 76 | |||||||||||||||
| Shares issued in exchange for warrants |
i 27,499,985 | — | — | — | — | |||||||||||||||
| Common stock issued for cash |
i 11,500,000 | — | i 5,425 | — | i 5,425 | |||||||||||||||
| Offering costs netted against proceeds from common stock issued for cash |
— | — | ( i 109 | ) | — | ( i 109 | ) | |||||||||||||
| Stock based compensation |
— | — | i 347 | — | i 347 | |||||||||||||||
| Net loss |
— | — | — | ( i 4,386 | ) | ( i 4,386 | ) | |||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Balance, December 31, 2020 |
i 112,670,580 | $ | i 1 | $ | i 68,198 | $ | ( i 63,564 | ) | $ | i 4,635 | ||||||||||
Year Ended December 31, |
||||||||
2019 |
||||||||
Cash flows from operating activities: |
||||||||
Net loss |
( i 4,386 | ) | ( i 5,153 | ) | ||||
Adjustments to reconcile net loss to net cash used in operating activities: |
||||||||
Depreciation and amortization |
i 44 | i 48 | ||||||
Amortization of right of use assets |
i 198 | i — | ||||||
Provision for bad debt |
i 338 | i 274 | ||||||
Stock based compensation expense |
i 347 | i 769 | ||||||
Common stock issued for services |
i 76 | i 55 | ||||||
Loss on write-down of property and equipment |
i — | i 7 | ||||||
Changes in assets and liabilities: |
||||||||
Accounts receivable |
i 648 | i 335 | ||||||
Notes receivable |
( i 15 | ) | ( i 27 | ) | ||||
Inventory |
i 140 | ( i 494 | ) | |||||
Prepaid expenses |
i 114 | ( i 95 | ) | |||||
Other current assets |
i 25 | ( i 44 | ) | |||||
Other non-current assets |
( i 199 | ) | i 58 | |||||
Accounts payable |
( i 409 | ) | i 76 | |||||
Accrued liabilities |
i 248 | ( i 320 | ) | |||||
Other non-current liabilities |
( i 130 | ) | ( i 71 | ) | ||||
Net cash used in operating activities |
( i 2,961 | ) | ( i 4,582 | ) | ||||
Cash flows from investing activities: |
||||||||
Purchase of property and equipment, net |
( i 12 | ) | ( i 13 | ) | ||||
Proceeds from sale of marketable securities |
i 2,770 | i 1,179 | ||||||
Investment in note receivable, net |
i — | ( i 38 | ) | |||||
Net cash provided by investing activities |
i 2,758 | i 1,128 | ||||||
Cash flows from financing activities: |
||||||||
Proceeds from issuance of common stock |
i 5,425 | i — | ||||||
Payments for deferred offering costs |
( i 109 | ) | i — | |||||
Advances on line of credit |
i 150 | i 5,850 | ||||||
Principal repayments on line of credit |
( i 5,970 | ) | ( i 1,730 | ) | ||||
Proceeds from third party notes |
i 738 | i — | ||||||
Payments on third party notes |
( i 738 | ) | i — | |||||
Proceeds from exercise of stock options |
i — | i 7 | ||||||
Proceeds from SBA loans |
i 411 | i — | ||||||
Net cash provided by financing activities |
( i 93 | ) | i 4,127 | |||||
Net change in cash and cash equivalents |
( i 296 | ) | i 673 | |||||
Cash and cash equivalents at the beginning of the period |
i 4,432 | i 3,759 | ||||||
Cash and cash equivalents at the end of the period |
$ | i 4,136 | $ | i 4,432 | ||||
Supplemental cash flow disclosures: |
||||||||
Cash paid for interest expense |
$ | i 141 | $ | i 146 | ||||
Cash paid for income taxes |
$ | i — | $ | i — | ||||
Non-cash transactions: |
||||||||
Other non-current asset reclassified to property & equipment |
$ | i — | $ | i 7 | ||||
Assets received offsetting notes receivable |
$ | i 22 | $ | i — | ||||
Equipment transferred against note receivable |
$ | i — | $ | i 2 | ||||
2020 |
2019 |
|||||||
Furniture and fixtures |
$ | i 41,799 | $ | i 41,799 | ||||
Leasehold improvements |
i 35,042 | i 23,338 | ||||||
Computers |
i 59,668 | i 59,667 | ||||||
Machinery & equipment |
i 22,440 | i — | ||||||
Vehicles |
i 72,299 | i 72,299 | ||||||
Test/Demo vehicles |
i 15,784 | i 15,784 | ||||||
Total property and equipment |
i 247,032 | i 212,887 | ||||||
Less accumulated depreciation |
( i 145,369 | ) | ( i 101,044 | ) | ||||
Net property and equipment |
$ | i 101,663 | $ | i 111,843 | ||||
2019 |
||||||||
Net operating loss |
i 846,276 | i 871,662 | ||||||
Deferred tax asset attributable to: |
||||||||
Net operating loss carryover |
i 5,655,726 | i 4,809,450 | ||||||
Research and development tax credit carryforward |
i 274,891 | i 274,891 | ||||||
Sub-total |
i 5,930,617 | i 5,084,341 | ||||||
Valuation allowance |
( i 5,930,617 | ) | ( i 5,084,341 | ) | ||||
Net deferred tax asset |
i — | i — | ||||||
Cumulative NOL |
i 26,932,029 | i 22,902,141 | ||||||
Cumulative NOL at i i 21 / % |
i 5,655,726 | i 4,809,450 | ||||||
Number of Shares |
Weighted Average Exercise Price |
Weighted Average Remaining Contractual Life (years) |
||||||||||
| Outstanding at December 31, 2018 |
i 7,556,323 | $ | i 4.45 | i 3.8 | ||||||||
| |
|
|
|
|
|
|||||||
| Outstanding at December 31, 2019 |
i 7,556,323 | $ | i 4.45 | i 2.8 | ||||||||
| |
|
|
|
|
|
|||||||
| Granted |
i 8,625,001 | $ | i 0.50 | i 5.0 | ||||||||
| Warrants exchanged for common stock |
( i 5,499,997 | ) | $ | i 4.50 | i 0.0 | |||||||
| Outstanding at December 31, 2020 |
i 10,681,327 | $ | i 1.33 | i 4.2 | ||||||||
| |
|
|
|
|
|
|||||||
| Exercisable at December 31, 2020 |
i 2,056,326 | $ | i 4.33 | i 1.1 | ||||||||
| |
|
|
|
|
|
|||||||
| • | a cash payment in the amount of $ i 64,250, subject to standard deductions and tax withholdings, to be made to Mr. Reynolds on January 15, 2021 (See Note 14); |
| • | a cash payment in the amount of the monthly COBRA premiums that would otherwise be owed by Mr. Reynolds on or before December 31, 2020, if Mr. Reynolds elected COBRA continuation coverage under the Company’s group health plan for himself and his dependents, subject to standard deductions and tax withholdings this payment was made as required; |
| • | an extension of the post-termination exercise periods with respect to the vested portions of the following options held by Mr. Reynolds on the Separation Date until December 31, 2021: (i) the option to purchase i 5,000,000 shares of common stock at an exercise price of $ i 0.10
per share, which option was fully vested as of the Separation Date; and (ii) the option to purchase i 500,000 shares of common stock at an exercise price of $ i 0.45
per share, which was vested as to 253,650 shares of common stock as of the Separation Date; and |
| • | a modification of the options to purchase (i) i 1,000,000 shares of common stock at an exercise price of $ i 0.12
per share and (ii) i 246,350 shares of Common Stock at an exercise price of $ i 0.45
per share, in each case held by Mr. Reynolds on the Separation Date, which options were fully unvested as of the Separation Date, so that such options will remain outstanding following the Separation Date and will |
| vest in full, if at all, upon the occurrence of certain specified events with respect to the Company before the expiration date of the respective option, after which Mr. Reynolds will be entitled to exercise the applicable option for a period of one year following the occurrence thereof (or, if earlier, until the expiration date of the respective option). |
Number of Shares |
Weighted Average Exercise Price |
Weighted Average Remaining Contractual Life (years) |
||||||||||
| Outstanding at December 31, 2018 |
i 24,728,422 | i 0.15 | i 2.6 | |||||||||
| |
|
|
|
|
|
|||||||
| Granted |
i 1,095,000 | i 0.45 | ||||||||||
| Exercised |
( i 71,084 | ) | i 0.10 | |||||||||
| Canceled/Forfeited |
( i 135,000 | ) | i 1.31 | |||||||||
| |
|
|
|
|
|
|||||||
| Outstanding at December 31, 2019 |
i 25,617,338 | i 0.16 | i 1.9 | |||||||||
| |
|
|
|
|
|
|||||||
| Granted |
i 4,235,000 | i 0.42 | ||||||||||
| Canceled/Forfeited |
( i 20,167,091 | ) | i 0.15 | |||||||||
| |
|
|
|
|
|
|||||||
| Outstanding at December 31, 2020 |
i 9,685,247 | i 0.28 | i 3.9 | |||||||||
| |
|
|
|
|
|
|||||||
| Exercisable at December 31, 2020 |
i 7,465,570 | i 0.31 | i 2.3 | |||||||||
| |
|
|
|
|
|
|||||||
Payments due by period |
||||||||||||||||||||
Total |
Less than one year |
1–3 years |
4–5 years |
More than 5 years |
||||||||||||||||
| Operating lease obligations |
$ | i 450,985 | $ | i 211,884 | i 239,101 | — | — | |||||||||||||
| Employment contracts |
i 263,000 | i 263,000 | — | — | — | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Total |
$ | i 713,985 | $ | i 474,884 | i 239,101 | — | — | |||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
Year Ended December 31, |
||||||||
2019 |
||||||||
| Lease cost |
||||||||
| Operating lease cost |
$ | i 273,965 | $ | i 109,590 | ||||
| Short-term lease cost |
$ | i 294,073 | $ | i 117,857 | ||||
| |
|
|
|
|||||
| Total lease cost |
$ | i 568,038 | $ | i 227,447 | ||||
| |
|
|
|
|||||
| Other information |
||||||||
| Cash paid for the amounts included in the measurement of lease liabilities for operating leases: |
||||||||
| Operating cash flows |
i 282,102 | i 115,852 | ||||||
| Weighted-average remaining lease term (in years): |
||||||||
| Operating leases |
i 2.04 | i 3.16 | ||||||
| Weighted-average discount rate: |
||||||||
| Operating leases |
i 14 | % | i 14 | % | ||||
Item 13. |
Other Expenses of Issuance and Distribution. |
Amount |
||||
Securities and Exchange Commission Registration Fee |
$ | [ | ●] | |
FINRA Filing Fee |
[ | ●] | ||
Printing Expenses |
* | |||
Legal Fees and Expenses |
* | |||
Accounting Fees and Expenses |
* | |||
Transfer Agent and Registrar Fees and Expenses |
* | |||
Miscellaneous Expenses |
* | |||
Total |
$ | * | ||
| * | To be provided by amendment. |
Item 14. |
Indemnification of Directors and Officers. |
Item 15. |
Recent Sales of Unregistered Securities. |
Item 16. |
Exhibits and Financial Statement Schedules |
(a) |
Exhibits |
(b) |
Financial Statement Schedules |
Item 17. |
Undertakings |
| ENVIROTECH VEHICLES, INC. | ||
| By: | ||
| Phillip W. Oldridge | ||
| Chief Executive Officer | ||
| Signature |
Title |
Date | ||
| Chief Executive Officer and Director | May 4, 2022 | |||
(Principal Executive Officer) |
||||
| Chief Financial Officer (Principal Financial and Accounting Officer) |
May 4, 2022 | |||
| /s/ Susan M. Emry |
Executive Vice President and Director | May 4, 2022 | ||
| Director | May 4, 2022 | |||
| Director | May 4, 2022 | |||
| /s/ Bradley J. Dixon |
Director | May 4, 2022 | ||
| /s/ Terri White Elk |
Director | May 4, 2022 | ||
Exhibit Number |
Description of Exhibit |
Form |
File No. |
Filing Date |
Exhibit No. |
Filed Herewith | ||||||
| 10.18+ | Separation Agreement and General Release, dated as of October 30, 2020, between ADOMANI, Inc. and James L. Reynolds | 10-Q |
11/13/2020 | 10.2 | ||||||||
| 10.19 | Form of Exchange Agreement. | 8-K |
12/03/2020 | 10.1 | ||||||||
| 10.20 | Form of Securities Purchase Agreement, dated December 24, 2020, by and between ADOMANI, Inc. and the parties thereto | 8-K |
12/28/2020 | 10.1 | ||||||||
| 10.21 | Form of Registration Rights Agreement | 8-K |
12/28/2020 | 10.2 | ||||||||
| 10.22 | Agreement and Plan of Merger, dated February 16, 2021, by and among Adomani, Inc., EVT Acquisition Company, Inc., and Envirotech Drive Systems, Inc. | 8-K | 2/17/2021 | 2.1 |
||||||||
| 21.1 | Subsidiaries of the Company | 10-K |
3/31/2021 | 21.1 | ||||||||
| 23.1 | Consent of MaloneBailey, LLP, independent registered public accounting firm | 10-K |
3/31/2021 | 23.1 | ||||||||
| 23.2 | Consent of Der Vartanian & Associates, an independent registered public accounting firm | X | ||||||||||
| 23.3† | Consent of K&L Gates LLP (included in Exhibit 5.1) | |||||||||||
| 24.1 | Power of Attorney (included on signature page) | 10-K |
3/31/2021 | 24.1 | ||||||||
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)* | X | ||||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document* | X | ||||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document* | X | ||||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document* | X | ||||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document* | X | ||||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definitions Linkbase Document* | X | ||||||||||
Exhibit Number |
Description of Exhibit |
Form |
File No. |
Filing Date |
Exhibit No. |
Filed Herewith | ||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | X | ||||||||||
| 107 | Filing Fee Table | X | ||||||||||
| † | To be filed by amendment. |
| + | Indicates a management contract or compensatory plan. |
| * | In accordance with Rule 402 of Regulation S-T, this interactive data file is deemed not filed or part of this prospectus for purposes of Sections 11 or 12 of the Securities Act or Section 18 of the Exchange Act and otherwise is not subject to liability under these sections. |
| This ‘S-1’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 8/3/31 | ||||
| 2/28/23 | ||||
| 12/31/22 | ||||
| 6/16/22 | ||||
| 5/18/22 | ||||
| 5/10/22 | ||||
| Filed as of: | 5/4/22 | |||
| Filed on: | 5/3/22 | |||
| 4/26/22 | 10-K | |||
| 4/11/22 | ||||
| 4/8/22 | ||||
| 4/5/22 | ||||
| 4/1/22 | ||||
| 3/30/22 | ||||
| 3/28/22 | ||||
| 3/15/22 | ||||
| 3/7/22 | ||||
| 2/28/22 | ||||
| 2/22/22 | ||||
| 2/8/22 | 8-K, SC 13G/A | |||
| 1/31/22 | ||||
| 1/20/22 | ||||
| 1/14/22 | ||||
| 1/12/22 | ||||
| 1/7/22 | 4, 8-K | |||
| 1/2/22 | ||||
| 1/1/22 | ||||
| 12/31/21 | 10-K, 8-K, NT 10-K | |||
| 12/13/21 | ||||
| 12/10/21 | ||||
| 12/7/21 | 8-K | |||
| 12/1/21 | ||||
| 11/30/21 | 4 | |||
| 11/29/21 | ||||
| 10/28/21 | ||||
| 9/30/21 | 10-Q | |||
| 9/28/21 | ||||
| 9/17/21 | ||||
| 9/1/21 | ||||
| 8/31/21 | ||||
| 8/23/21 | ||||
| 8/10/21 | ||||
| 8/4/21 | ||||
| 7/31/21 | ||||
| 7/29/21 | ||||
| 7/23/21 | ||||
| 7/18/21 | ||||
| 7/13/21 | ||||
| 7/2/21 | 8-K | |||
| 6/30/21 | 10-Q, NT 10-Q | |||
| 6/28/21 | 4, 8-K | |||
| 6/25/21 | ||||
| 6/15/21 | 4 | |||
| 6/14/21 | ||||
| 6/2/21 | 8-K | |||
| 6/1/21 | ||||
| 5/26/21 | 8-K | |||
| 5/17/21 | ||||
| 5/7/21 | 8-K | |||
| 4/23/21 | 8-K | |||
| 4/19/21 | S-3 | |||
| 4/16/21 | ||||
| 4/15/21 | ||||
| 3/31/21 | 10-K, 10-Q, NT 10-Q | |||
| 3/26/21 | 8-K, SC 13G | |||
| 3/17/21 | ||||
| 3/16/21 | 8-K, 8-K/A | |||
| 3/15/21 | ||||
| 3/9/21 | ||||
| 3/2/21 | ||||
| 3/1/21 | ||||
| 2/28/21 | ||||
| 2/16/21 | 8-K | |||
| 2/11/21 | ||||
| 2/6/21 | ||||
| 2/5/21 | ||||
| 1/29/21 | ||||
| 1/15/21 | ||||
| 1/14/21 | ||||
| 1/7/21 | ||||
| 1/6/21 | ||||
| 1/5/21 | ||||
| 1/1/21 | ||||
| 12/31/20 | 10-K, 10-K/A | |||
| 12/30/20 | ||||
| 12/29/20 | ||||
| 12/24/20 | 8-K | |||
| 12/4/20 | ||||
| 12/2/20 | 8-K | |||
| 11/30/20 | 4 | |||
| 11/25/20 | ||||
| 11/1/20 | ||||
| 10/30/20 | 8-K | |||
| 10/28/20 | 8-K | |||
| 10/27/20 | ||||
| 10/26/20 | ||||
| 10/16/20 | ||||
| 9/30/20 | 10-Q | |||
| 9/23/20 | ||||
| 9/2/20 | 8-K | |||
| 8/31/20 | ||||
| 8/24/20 | ||||
| 8/12/20 | ||||
| 6/30/20 | 10-Q | |||
| 6/25/20 | ||||
| 5/21/20 | 8-K | |||
| 5/20/20 | ||||
| 5/17/20 | 8-K | |||
| 5/6/20 | 8-K, DEF 14A, DEFA14A | |||
| 5/3/20 | 8-K | |||
| 4/16/20 | ||||
| 4/13/20 | ||||
| 4/6/20 | ||||
| 4/1/20 | ||||
| 3/31/20 | 10-Q | |||
| 3/1/20 | ||||
| 2/18/20 | ||||
| 2/5/20 | ||||
| 2/4/20 | ||||
| 2/3/20 | ||||
| 2/2/20 | ||||
| 2/1/20 | ||||
| 1/15/20 | ||||
| 1/14/20 | ||||
| 1/2/20 | ||||
| 1/1/20 | ||||
| 12/31/19 | 10-K | |||
| 12/30/19 | ||||
| 12/17/19 | ||||
| 12/10/19 | ||||
| 12/1/19 | ||||
| 11/25/19 | 4 | |||
| 11/12/19 | ||||
| 11/5/19 | 4 | |||
| 10/25/19 | ||||
| 9/30/19 | 10-Q | |||
| 9/20/19 | 8-K | |||
| 9/16/19 | 4, 8-K | |||
| 9/12/19 | ||||
| 6/19/19 | ||||
| 6/1/19 | ||||
| 4/24/19 | 4, 4/A | |||
| 2/7/19 | ||||
| 1/8/19 | ||||
| 12/31/18 | 10-K, 10-K/A | |||
| 12/15/18 | ||||
| 9/24/18 | ||||
| 8/24/18 | ||||
| 8/23/18 | ||||
| 8/2/18 | 8-K | |||
| 6/28/18 | ||||
| 5/2/18 | ||||
| 4/18/18 | 4, 4/A | |||
| 3/6/18 | 4, 8-K | |||
| 1/1/18 | ||||
| 12/22/17 | CORRESP, S-1/A | |||
| 10/4/17 | ||||
| 6/26/17 | ||||
| 6/9/17 | 3 | |||
| 4/28/17 | 253G3, 8-A12B | |||
| 3/20/17 | ||||
| 1/1/17 | ||||
| 8/6/12 | ||||
| 8/9/11 | ||||
| List all Filings | ||||