Envirotech Vehicles Inc

S-11 adom20240405_s1.htm FORM S-1

As filed with the Securities and Exchange Commission on April 5, 2024.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Envirotech Vehicles, Inc.

(Exact name of registrant as specified in its charter)

1425 Ohlendorf Road

Osceola, AR 72370

(870) 970-3355

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Franklin Lim

Chief Financial Officer

1425 Ohlendorf Road

Osceola, AR 72370

(870) 970-3355

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted.

Up to ** Shares of Common Stock**

Pre-Funded Warrants to Purchase up to ** Shares of Common Stock**

Up to Shares of Common Stock Underlying Such Pre-Funded Warrants

We are offering on a “reasonable best efforts” basis up to shares of our common stock, $0.00001 par value per share (the “common stock”), at a purchase price of $ per share. We are also offering pre-funded warrants to purchase up to an aggregate of shares of common stock (the “Pre-Funded Warrants”) to those purchasers whose purchase of shares of common stock in this offering would result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding common stock immediately following the consummation of this offering, in lieu of shares of common stock that would result in beneficial ownership in excess of 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding common stock. Each Pre-Funded Warrant will be immediately exercisable for one share of common stock (subject to adjustment as provided for therein) at any time at the option of the holder until such Pre-Funded Warrant is exercised in full. The purchase price of each Pre-Funded Warrant will equal the price per share at which the shares of common stock are being sold to the public in this offering, minus $0.00001, and the exercise price of each Pre-Funded Warrant will be $0.00001 per share of common stock. For each Pre-Funded Warrant purchased in this offering, we will reduce the number of shares of common stock we are offering by one share. Pursuant to this prospectus, we are also offering the shares of common stock issuable upon the exercise of Pre-Funded Warrants offered hereby.

Our shares of common stock are listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “EVTV.” We have assumed a public offering price of $ per share of common stock, which was the last reported trading price of our common stock on Nasdaq on , 2024. The actual offering price per share of common stock or Pre-Funded Warrant will be negotiated between us and the purchasers, in consultation with the Placement Agent (as defined below) based on, among other things, the trading price of our common stock prior to the offering and may be at a discount to the current market price. Therefore, the assumed public offering price used throughout this prospectus may not be indicative of the final offering price. In addition, there is no established public trading market for the Pre-Funded Warrants, and we do not expect such a market to develop. We do not intend to apply for a listing of the Pre-Funded Warrants on any national securities exchange. Without an active trading market, the liquidity of the Pre-Funded Warrants will be limited.

We have engaged A.G.P./Alliance Global Partners to act as our exclusive placement agent (the “Placement Agent”) in connection with this offering. The Placement Agent has no obligation to buy any of the securities from us or to arrange for the purchase or sale of any specific number or dollar amount of securities but has agreed to use its reasonable best efforts to sell the securities offered by this prospectus. We have agreed to pay the Placement Agent a fee based upon the aggregate gross proceeds raised in this offering as set forth in the table below, which assumes that we sell all of the securities offered by this prospectus. See “Plan of Distribution” on page 27 of this prospectus for more information regarding these arrangements.

The securities are being sold in this offering to certain purchasers under a securities purchase agreement dated , 2024 between the Company and the purchasers.

The shares of common stock and Pre-Funded Warrants being offered will be sold in a single closing. The shares issuable upon exercise of the Pre-Funded Warrants will be issued upon the exercise thereof. The offering is being conducted on a reasonable best effort basis and there is no minimum number of securities or minimum aggregate amount of proceeds for this offering to close. We may sell fewer than all of the securities offered hereby, and investors in this offering will not receive a refund in the event that we do not sell an amount of securities sufficient to pursue the business goals outlined in this prospectus. Because there is no escrow account and there is no minimum offering amount, investors could be in a position where they have invested in our company, but we are unable to fulfill our objectives due to a lack of interest in this offering. Also, any proceeds from the sale of securities offered by us will be available for our immediate use, despite uncertainty about whether we would be able to use such funds to effectively implement our business plan. The offering of the shares of common stock or Pre-Funded Warrants will terminate no later than , 2024, unless we decide to terminate the offering prior to that date. However, the shares of common stock underlying the Pre-Funded Warrants will be offered on a continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”).

On April 4, 2024, the last reported sale price for our common stock on Nasdaq was $2.92 per share.

Investing in the securities involves a high degree of risk. See the section titled “Risk Factors” beginning on page 13 of this prospectus for a discussion of information that you should consider before investing in our securities.

(1) We have agreed to (i) pay the Placement Agent a cash fee equal to 7.0% of the aggregate gross proceeds raised at the closing of this offering, and (ii) issue warrants to the Placement Agent exercisable for a number of shares of common stock equal to 5% of the total number of shares of common stock issued in this offering. We have also agreed to reimburse the Placement Agent for certain expenses and closing costs. See “Plan of Distribution” beginning on page 27 of this prospectus for additional information and a description of the compensation payable to the Placement Agent. The amount presented in the table does not include certain expenses of the Placement Agent.

(2) The amount of proceeds, before expenses, to us presented in the table does not give effect to any exercise of the Pre-Funded Warrants.

Neither the Securities and Exchange Commission (the“SEC”) nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Delivery of the shares of our common stock and Pre-Funded Warrants is expected to be made on or about , 2024.

Sole Placement Agent

A.G.P.

The date of this prospectus is , 2024.