ENVIROTECH VEHICLES, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
| Page |
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| PART I |
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| Item 1. | Business | 2 |
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| Item 1A. | Risk Factors | 15 |
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| Item 1B. | Unresolved Staff Comments | 35 |
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| Item 1C. | Cybersecurity | 35 |
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| Item 2. | Properties | 35 |
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| Item 3. | Legal Proceedings | 35 |
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| Item 4. | Mine Safety Disclosures | 35 |
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| PART II |
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| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 36 |
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| Item 6. | [Reserved] | 36 |
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| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 37 |
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| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 42 |
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| Item 8. | Financial Statements and Supplementary Data | 43 |
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| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 58 |
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| Item 9A. | Controls and Procedures | 58 |
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| Item 9B. | Other Information | 58 |
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| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspection2 | 58 |
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| PART III |
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| Item 10. | Directors, Executive Officers and Corporate Governance | 59 |
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| Item 11. | Executive Compensation | 63 |
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| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 68 |
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| Item 13. | Certain Relationships and Related Transactions, and Director Independence | 69 |
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| Item 14. | Principal Accountant Fees and Services | 70 |
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| PART IV |
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| Item 15. | Exhibits and Financial Statement Schedules | 71 |
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FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K (this “Annual Report”) contains “forward-looking statements” that involve substantial risks and uncertainties. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar matters that are not historical facts. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “should,” “will” and “would” or the negatives of these terms or other comparable terminology intended to identify statements about the future.
You should not place undue reliance on forward-looking statements. The cautionary statements set forth in this Annual Report, including in “Risk Factors” and elsewhere, identify important factors, which you should consider in evaluating our forward-looking statements. These factors include, among other things, our:
| • | 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. |
You should read this Annual Report and the documents that we reference elsewhere in this Annual Report completely and with the understanding that our actual results may differ materially from what we expect as expressed or implied by our forward-looking statements. Factors that may cause or contribute to such differences include, but are not limited to, those discussed in more detail in Item 1 (Business) and Item 1A (Risk Factors) of Part I and Item 7 (Management’s Discussion and Analysis of Financial Condition and Results of Operations) of Part II of this Annual Report. In light of the significant risks and uncertainties to which our forward-looking statements are subject, you should not place undue reliance on or regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified timeframe, or at all. These forward-looking statements represent our estimates and assumptions only as of the date of this Annual Report regardless of the time of delivery of this Annual Report. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this Annual Report.
Unless expressly indicated or the context requires otherwise, references in this Annual Report to “Envirotech,” “the Company,” “we,” “our,” and “us” refer to Envirotech Vehicles, Inc., a Delaware corporation, and our consolidated subsidiaries, unless the context indicates otherwise.
