AZIO AI HOLDINGS, INC.
For the period ended May 1, 2025. Filed Apr 1, 2025.
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May 1, 2025 · Filed Apr 1, 2025
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DEF 14A 1 adom20250331_def14a.htm FORM DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Pursuant to §240.14a-12 |
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Envirotech Vehicles, Inc.
(Name of Registrant as Specified in Its Charter)
Not Applicable
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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7510 Ardmore Street
Houston, TX 77054
April 1, 2025
Dear Stockholder:
You are cordially invited to attend a Special Meeting of Stockholders (the “Special Meeting”) of Envirotech Vehicles, Inc. (“EVT” or the “Company”) to be held virtually, via a live webcast, on May 1, 2025, at 9 a.m., Pacific Time.You will not be able to attend the Special Meeting **in-person.**You will be able to attend the Special Meeting, vote and submit your questions during the Special Meeting via live webcast by visiting https://agm.issuerdirect.com/evtv-2025.
The Special Meeting will be held for the following purposes:
| 1. | Approving, for purposes of Nasdaq Listing Rule 5635(d), the issuance of shares of the Company’s common stock, par value $0.00001 per share (the “Common Stock”), to YA II PN, LTD, a Cayman Islands exempt limited partnership (the “Investor”), pursuant to that certain amended and restated standby equity purchase agreement, dated October 31, 2024, by and between the Company and the Investor (the “A&R SEPA”), as amended by the supplemental agreement, dated February 24, 2025, by and between the Company and the Investor (the “Supplemental Agreement” and, together with the A&R SEPA, the “Investor Agreements”) (“Proposal 1”); |
| 2. | Approving an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to effect, at the discretion of the Company’s Board of Directors (the “Board”), a reverse stock split of the Common Stock, at a ratio in the range of 1-for-5 to 1-for-10, with such ratio to be determined at the discretion of the Board (“Proposal 2”); and |
| 3. | Approving one or more adjournments of the Special Meeting, if necessary, to solicit additional proxies in the event that there are not sufficient votes at the time of the Special Meeting to approve Proposal 1 or Proposal 2. |
Your vote is important to us. Whether or not you plan to participate in the Special Meeting, we encourage you to vote promptly. You may vote on the Internet, by telephone, or by completing, signing, dating and returning a proxy card or voting instruction form. Please read the enclosed information carefully before voting. Thank you for your continued support of EVT.
Sincerely,
/s/ Phillip W. Oldridge
Phillip W. Oldridge Chief Executive Officer and Chairman of the Board Envirotech Vehicles, Inc.
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To be held at 9 a.m., Pacific Time, on May 1, 2025
The Special Meeting of Stockholders (the “Special Meeting”) of Envirotech Vehicles, Inc., a Delaware corporation (“EVT,” the “Company”, “we”, “us” or “our”), will be held virtually, via live webcast, on May 1, 2025, at 9 a.m., Pacific Time. You will not be able to attend the Special Meeting in person. You will be able to attend the Special Meeting, vote and submit your questions during the Special Meeting via live webcast by visiting https://agm.issuerdirect.com/evtv-2025.
The Special Meeting will be held for the following purposes:
| 1. | Approving, for purposes of Nasdaq Listing Rule 5635(d), the issuance of shares of the Company’s common stock, par value $0.00001 per share (the “Common Stock”), to YA II PN, LTD, a Cayman Islands exempt limited partnership (the “Investor”), pursuant to that certain amended and restated standby equity purchase agreement, dated October 31, 2024, by and between the Company and the Investor (the “A&R SEPA”), as amended by the supplemental agreement, dated February 24, 2025, by and between the Company and the Investor (the “Supplemental Agreement” and, together with the A&R SEPA, the “Investor Agreements”) (“Proposal 1”); |
| 2. | Approving an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to effect, at the discretion of the Company’s Board of Directors (the “Board”), a reverse stock split of the Common Stock, at a ratio in the range of 1-for-5 to 1-for-10, with such ratio to be determined at the discretion of the Board (“Proposal 2”); and |
| 3. | Approving one or more adjournments of the Special Meeting, if necessary, to solicit additional proxies in the event that there are not sufficient votes at the time of the Special Meeting to approve Proposal 1 or Proposal 2. |
Your vote is important. You are entitled to vote only if you were a stockholder at the close of business on March 14, 2025, the record date for the Special Meeting. We hope that you will attend the Special Meeting via live webcast. Whether or not you plan to attend the Special Meeting, please vote by proxy as soon as possible over the Internet or by telephone as instructed on the enclosed proxy card or by mail by following the instructions on the enclosed proxy card. If you are a holder of record of Common Stock, you may also cast your vote virtually at the Special Meeting. If your shares are held in“street name”** (that is, held for your account by a broker or other nominee), you will receive instructions from your broker or other nominee as to how to vote your shares**.
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting to be held on May 1, 2025 at 9 a.m., Pacific Time: This Notice of Special Meeting of Stockholders and the accompanying Proxy Statement are available at https://www.iproxydirect.com/evtv.
BY ORDER OF THE BOARD OF DIRECTORS:
Dated: April 1, 2025
/s/ Phillip W. Oldridge Phillip W. Oldridge Chief Executive Officer and Chairman of the Board Envirotech Vehicles, Inc.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.