Envirotech Vehicles, Inc.
For the period ended Jun 30, 2025. Filed Aug 18, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 18, 2025
AZIO$0.51-23.2%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-20.
0001437749-25-017820
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-18.
0001437749-25-027166
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 85 previous paragraphs and 93 current paragraphs.
50 unchanged; 27 reworded; 12 added; 8 removed; 0 previous and 4 current paragraphs rearranged.
Tables are not compared: 1 previous and 1 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (12)
Current report
One Big, Beautiful Bill Act (the "Act")
Current report
The demand for our vehicles may be affected adversely from the Act due to significant reductions in electric vehicle credits made available to consumers. This may affect our future profitability.
Current report
Import Tariffs
Current report
Tariffs imposed by the current administration may significantly affect demand for our vehicles or reduce our gross profits if we are unable to pass such tariffs to our customers. We are currently assessing the impact and will take appropriate action to minimize the impact of such tariffs on our electric vehicle strategy.
Current report
On August 6, 2025, we filed a certificate of amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a 1-for-10 reverse stock split of the shares of the Company’s common stock (the “Reverse Stock Split”). The Company’s common stock began trading on a post-split basis on the Nasdaq Capital Market as of the open of trading on August 8, 2025. Upon the effectiveness of the Reverse Stock Split, every 10 issued and outstanding shares of the Company’s common stock were automatically combined into one share of common stock, without any change in the par value per share. No fractional shares were issued as a result of the Reverse Stock Split. Instead, any fractional shares of Common Stock that would have otherwise resulted from the Reverse Stock Split were rounded up to the nearest whole share. Proportional adjustments were made to the number of shares of the Company’s common stock issuable upon exercise of the Company's outstanding stock options and warrants, as well as the applicable exercise prices, and to the number of shares issuable under the Company’s 2017 Equity Incentive Plan. The Reverse Stock Split did not affect the number of authorized shares of the Company’s common stock. All references made to share or per share amounts in the accompanying unaudited interim condensed consolidated financial statements and applicable disclosures have been retroactively adjusted for all periods presented to reflect the applicable effects of the Reverse Stock Split. Under Nasdaq Listing Rules, to regain compliance, the closing bid price of the Company’s common stock must be at least $1 per share for a minimum of ten consecutive business days to regain compliance with the Minimum Bid Price Requirement.
Current report
G&A expenses were $2,751,788 and $1,466,748 for the three months ended June 30, 2025 and 2024, respectively. G&A expenses increased primarily due to higher provision for doubtful receivables, higher legal and accounting costs due to additional resources required for compliance and other matters, higher commissions as investment banking fees for the convertible notes, higher rents due to the Houston facility, additional rentals for housing and equipment and higher amortization expense from the Maddox Acquisition.
Current report
G&A expenses were $6,354,896 and $4,660,999 for the six months ended June 30, 2025 and 2024, respectively. G&A expenses increased primarily due to higher provision for doubtful receivables, higher legal and accounting costs due to additional resources required for compliance and other matters, higher payroll and contract labor for various operational projects at the Arkansas and Houston facilities, higher commissions as investment banking fees for the convertible notes, higher rents due to the Houston facility, additional rentals for housing and equipment and higher amortization expense from the Maddox Acquisition, partially offset by lower stock compensation costs due to favorable changes in the inputs to the valuation model.
Current report
Realized loss on conversion of convertible notes
Current report
We recognized a loss of $76,764 due to the conversion of the Promissory Notes and Additional Promissory Notes into the shares of the Company's common stock for the three and six months ended June 30, 2025.
Current report
Net cash provided by financing activities during the six months ended June 30, 2024 was $1,816,196, primarily due to proceeds from the issuance of our common stock of $949,248, proceeds from the issuance of a convertible note of $901,000, and proceeds from issuance of debt for $232,067, partially offset by the repayment of debt of $266,119. See Note 5 - Debt to our unaudited consolidated financial statements included in this Quarterly Report for additional information regarding these financing activities.
Current report
During the second quarter of 2025, the obligation under the EVTV-1 Promissory Note in the principal amount of $2 million was partially satisfied through the conversion of the EVTV-1 Promissory Notes into shares of our common stock. As a result of this conversion, 56,144 shares of our common stock were issued at a weighted average price of $2.50. The remaining principal balance of the EVTV-1 Promissory Notes on June 30, 2025 was $1,250,000. A realized gain of $4,145 was recognized as a result of this conversion for the three months ended June 30, 2025.
Current report
The EVTV-4 Additional Promissory Note was disbursed to us on May 7, 2025. During the second quarter of 2025, the obligation under the EVTV-4 Promissory Note in the principal amount of $2 million was partially satisfied through the conversion of the EVTV-4 Promissory Note into shares of our common stock. As a result of this conversion, 853,275 shares of our common stock were issued at a weighted average price of $2.00. The remaining principal balance of the EVTV-4 Promissory Note on June 30, 2025, was $500,000. A realized loss of $80,909 was recognized as a result of this conversion for the three months ended June 30, 2025.
Removed paragraphs (8)
Previous report
Maddox Acquisition
Previous report
On December 18, 2024 (the “Closing Date”), we acquired all of the outstanding membership interests in Maddox Industries, a provider of government contracting solutions based in Puerto Rico, from Jason Maddox, the sole member of Maddox Industries, to acquire all of the outstanding membership interests in Maddox Industries from Mr. Maddox. As consideration for the acquisition of Maddox Industries, at the closing, we issued 3,100,000 shares of our common stock to Mr. Maddox (referred to herein as the “Stock Consideration”), provided that the number of shares of common stock constituting the Stock Consideration will be reduced by any number of whole shares of common stock exceeding 19.99% of the outstanding shares of common stock as of immediately prior to the closing. As additional consideration for the acquisition, during the six-month Earnout Period following the closing, Mr. Maddox will be eligible to receive up to six monthly cash payments in an aggregate amount of up to $1 million (each referred to herein as an “Earnout Payment”) in accordance with the terms of the MIPA. The Earnout Payment payable to Mr. Maddox for each calendar month during the Earnout Period, if any, will be equal to the aggregate amount of gross revenue received by Maddox Industries in respect of any accounts receivable from any existing customer outstanding as of the closing during such calendar month, provided that all Earnout Payments payable by us to Mr. Maddox under the MIPA may not exceed $1 million. The acquisition includes a three-year contract manufacturing agreement to be executed at our expansive 580,000 square-foot facility in Osceola, Arkansas. The Board appointed Jason Maddox our President effective as of October 16, 2024. The results of operations for the three months ended March 31, 2025 include the results of Maddox Industries. The results of operations for the three months ended March 31, 2024 do not include the results of Maddox Industries.
Previous report
At a special meeting of our stockholders held on May 1, 2025, our stockholders approved an amendment to our Amended and Restated Certificate of Incorporation, as amended, to effect, at the discretion of the Board, a reverse stock split of our 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 (the “Reverse Stock Split”).
Previous report
G&A expenses were $3,603,108 and $3,194,251 for the three months ended March 31, 2025 and 2024, respectively. G&A expenses increased primarily due to additional payroll and other costs incurred as a result of our new medical supplies segment, partially offset by lower stock compensation costs.
Previous report
Net cash provided by investing activities during the three months ended March 31, 2024 was $0 due to our initiative to conserve cash spend
Previous report
Net cash provided by financing activities during the three months ended March 31, 2024 was $1,328,209, primarily from the issuance of the Note a convertible note that resulted in proceeds of $901,000 and proceeds of sale of our common stock to certain investors totaling $585,499, partially offset by debt repayment in the amount of $158,290.
Previous report
Line of Credit
Previous report
Effective August 4, 2022, we secured a line of credit from Centennial Bank. Borrowings under the line of credit bore interest at 2.75% annually. There was no maturity date for the line, but Centennial Bank could at any time, in its sole discretion and without cause, demand us to immediately repay any and all outstanding obligations under the line of credit in whole or in part. The line was secured by the cash and cash equivalents maintained by us in our Centennial Bank accounts. Borrowings under the line could not exceed cash, cash equivalents, and marketable securities balances up to $1,000,000. This line was closed during the third quarter of 2023 and there was no principal amount outstanding at the time of closing.
Reworded paragraphs (27)
Previous wording
For the three months ended March 31, 2025 and 2024, we generated sales revenue of $590,567 and $810,490, respectively, and our net loss for the three months ended March 31, 2025 and March 31, 2024 was $14,036,381 and$4,532,363, respectively. Included in our net loss for the three months ended March 31, 2025 is a non-cash unrealized loss on financial instruments of $283,793 and anon-cash impairment charge related to our good will of $10,103,048. Included in our net loss for the three months ended March 31, 2024 is a non-cash unrealized loss on financial instruments of $1,569,927.
Current wording
Included in our net loss for the three months ended June 30, 2025 is a non-cash unrealized loss on financial instruments of $290,144 and a non-cash realized loss from conversion of our convertible notes of $76,764. Included in our net loss for the three months ended June 30, 2024 is a non-cash unrealized gain on financial instruments of $570,519. Included in our net loss for the six months ended June 30, 2025 is a non-cash unrealized loss on financial instruments of $573,937, a non-cash realized loss from conversion of our convertible notes of $76,764 and a non-cash impairment charge related to our goodwill of $10,103,048. Included in our net loss for the six months ended June 30, 2024 is a non-cash unrealized loss on financial instruments of $999,408.
Previous wording
We are considering available options, including implementing the Reverse Stock Split, to regain compliance with the Minimum Bid Price Requirement. However, there can be no assurance that we will be able to regain compliance with the Minimum Bid Price Requirement or that we will be able to remain in compliance with the applicable Nasdaq listing requirements on an ongoing basis.
Current wording
There can be no assurance that we will be able to regain compliance with the Minimum Bid Price Requirement or that we will be able to remain in compliance with the applicable Nasdaq listing requirements on an ongoing basis.
Previous wording
***Third-party contractors, suppliers and manufacturers.We rely upon third parties to supply us with raw materials, parts, components and services in ***adequate quantity in a timely manner and at reasonable prices, quality levels, and volumes acceptable to us.
Current wording
***Third-party contractors, suppliers and manufacturers.We rely upon third parties to supply us with raw materials, parts, components and services in ***adequate quantity in a timely manner and at reasonable prices, quality levels, and volumes acceptable to us. We also are solely reliant on one vendor which is a related party to provide all vehicles as there is currently no manufacturing in the United States.
Previous wording
Sales are recognized from the sales of new, purpose-built zero-emission electric vehicles and from providing vehicle maintenance and safety inspection services. Revenue related to our medical supplies activities are recognized when such supplies have been delivered to our end customer. Sales are recognized in accordance with ASC 606, as discussed in Note 2 to our unaudited consolidated financial statements included in this Quarterly Report.
Current wording
Sales are recognized from the sales of new, purpose-built zero-emission electric vehicles and from providing vehicle maintenance and safety inspection services. Revenue is recognized at the point in time when control transfers to the customer, which in this arrangement, occurs when the gowns are delivered. Sales are recognized in accordance with ASC 606, as discussed in Note 2 to our unaudited consolidated financial statements included in this Quarterly Report.
Previous wording
Cost of sales includes those costs related to the development, manufacture, and distribution of our electric vehicles. Specifically, we include in cost of sales for our electric vehicles segment each of the following: material costs (including commodity costs); freight costs; labor and other costs related to the development and manufacture of our electric vehicles; and other associated costs. Cost of sales also includes costs related to the valuation of inventory due to impairment, obsolescence, or shrinkage. Cost of sales included in our medical supplies activities include direct labor and accessories such as tape, glues, etc. The main materials are supplied by the customer.
Current wording
Cost of sales includes those costs related to the development, manufacture, and distribution of our electric vehicles. Specifically, we include in cost of sales for our electric vehicles segment each of the following: material costs (including commodity costs); freight costs; labor and other costs related to the development and manufacture of our electric vehicles; and other associated costs. Cost of sales also includes costs related to the valuation of inventory due to impairment, obsolescence, or shrinkage. Cost of sales included in our medical supplies activities include direct labor and accessories such as tape, glues, etc. The main materials of our medical supplies segment are supplied by the customer.
Previous wording
Other (expense)/income include non-operating income and expenses, including interest income and expense and unrealized gain (loss) of financial instruments at fair value.
Current wording
Other (expense)/income include non-operating income and expenses, including interest income and expense, realized gain/(loss) on conversion of convertible notes and unrealized gain (loss) of financial instruments at fair value.
Previous wording
The following discussion compares our results of operations for the three andthree months ended March 31, 2025 to the corresponding periods ended March 31, 2024:
Current wording
The following discussion compares our results of operations for the three andsix months ended June 30, 2025 to the corresponding periods ended June 30, 2024:
Previous wording
Sales for the three months ended March 31, 2025 and 2024 were $590,567 and $810,490, respectively. Sales for the three months ended March 31, 2025 of our electric vehicle segment were $373,130 and consisted primarily of two class 4 trucks and one cargo van. Sales of our medical supplies segment consisted of delivery of medical gowns totaling $217,437 to a related party. Sales for the three months ended March 31, 2024 consisted primarily of six logistics cargo vans, two trucks, one forklift and other accessories. The sales decrease in our electric vehicle segment was primarily due to less favorable market conditions.
Current wording
Sales for the three months ended June 30, 2025 and 2024 were $1,047,029 and $812,770, respectively. Sales for the three months ended June 30, 2025 of our electric vehicle segment were ($25,237) as certain credit memos were issued for operational purposes. Sales of our medical supplies segment consisted of delivery of medical supplies totaling $1,072,266 to a related party. Sales for the three months ended June 30, 2024 consisted primarily of five logistics cargo vans, one cab and chassis truck, one electric sweeper and one passenger van. The sales decrease in our electric vehicle segment was primarily due to less favorable market conditions.
Previous wording
Cost of sales for the three months ended March 31, 2025 and 2024 were $471,175 and $502,271, respectively. Cost of sales of our electric vehicles segment was $264,343 for the three months ended March 31, 2025. Cost of sales of our medical supplies segment was $206,812 for the three months ended March 31, 2025. Cost of sales for our electric vehicles segment was related to the sales of the trucks and van while cost of sales for our medical supplies segment was based on a cost-plus pricing structure to a related party. Cost of sales for the three months ended March 31, 2024 consisted of the costs related to the sale of the electric vehicles sold as described above.
Current wording
Cost of sales for the three months ended June 30, 2025 and 2024 were $2,504,746 and $608,947, respectively. Cost of sales of our electric vehicles segment was $1,523,713 for the three months ended June 30, 2025. Cost of sales of our medical supplies segment was $981,033 for the three months ended June 30, 2025. Cost of sales for our electric vehicles segment was related to the sales of the trucks and van and additional inventory write-downs while cost of sales for our medical supplies segment was based on a cost-plus pricing structure to a related party. Cost of sales for the three months ended June 30, 2024 consisted of the costs related to the sale of the electric vehicles sold as described above.
Previous wording
Consulting expenses were $46,511 for the three months ended March 31, 2025. These costs were incurred primarily for certain consulting services related to our medical supplies segment.
Current wording
Consulting expenses were $46,511 for the six months ended June 30, 2025. These costs were incurred primarily for certain consulting services related to our medical supplies segment.
Previous wording
R&D expenses were $98,398 and $70,265 for the three months ended March 31, 2025 and 2024, respectively, as the level of activity was increased.
Current wording
R&D expenses were $590,121 and $61,616 for the three months ended June 30, 2025 and 2024, respectively, as the level of activity increased. R&D expenses were $688,519 and $131,880 for the six months ended June 30, 2025 and 2024, respectively, primarily due to costs incurred in our drone segment to build certain prototypes.
Previous wording
Due to our declining stock price, we conducted an impairment test related to our goodwill. As a result of this test, we recorded an impairment charge of $10,103,048 related to our goodwill for the three months ended March 31, 2025. No impairment charges were recorded for the three months ended March 31, 2024.
Current wording
Due to our declining stock price, we conducted an impairment test related to our goodwill. As a result of this test, we recorded an impairment charge of $10,103,048 related to our goodwill for the three and six months ended June 30, 2025. No impairment charges were recorded for the three and six months ended June 30, 2024.
Previous wording
We recorded a non-cash unrealized loss of $283,793 and $1,569,927 for the three months ended March 31, 2025 and 2024, respectively, on our financial instruments that we elected to measure at fair value.
Current wording
We recorded a non-cash unrealized loss of $290,144 for the three months ended June 30, 2025 and an unrealized gain of $570,519 for the three months ended June 30, 2024, on our financial instruments that we elected to measure at fair value. We recorded a non-cash unrealized loss of $573,937 and $999,408 for the six months ended June 30, 2025 and 2024, respectively, on our financial instruments that we elected to measure at fair value. These valuations are directly impacted by the changes in our stock price which declined since the instruments were issued.
Previous wording
The following table summarizes our cash flows from operating, investing, and financing activities for the three months ended March 31, 2025 and 2024:
Current wording
The following table summarizes our cash flows from operating, investing, and financing activities for the six months ended June 30, 2025 and 2024:
Previous wording
Net cash used in operating activities for the three months ended March 31, 2025 was $4,217,480, primarily due to a net loss of $14,036,381 and changes in operating assets and liabilities, net of $1,395,200, partially offset by non-cash operating charges of $11,214,101. The changes in operating assets and liabilities, net was due to an increase in receivable from related party of $202,663, and increase in miscellaneous receivable of $2,249,515 (related to certain fraudulent activities related to our banking operations and that was subsequently credited back to us), and increase in inventory deposits of $2,675,003 (primarily from deposits for our EPA grant program) and a decrease in other liabilities of $30,467, partially offset by a decrease in accounts receivable of $164,541, a decrease in inventory of $167,108, a decrease in prepaid expenses of $629,596, a decrease in other current and non-current assets of $55,751, an increase in accounts payable and accrued liabilities of $461,037 and an increase in deferred revenue of $2,284,415 (primarily related to our EPA grant program).
Current wording
Net cash used in operating activities for the six months ended June 30, 2025 was $5,385,357, primarily due to a net loss of $19,183,118, partially offset by changes in operating assets and liabilities, net of $1,897,702 and non-cash operating changes of $11,900,059. The changes in operating assets and liabilities, net was due a decrease in accounts receivable of $576,374, a decrease in inventory of $1,560,698, a decrease in prepaid expenses and other current assets of $779,123, an increase in accounts payable of $694,769, an increase in deferred revenue of $2,284,415 as a result of fundings from the EPA grants and an increase of $508,381 in other liabilities primarily from the capitalization of the Houston lease, partially offset by an increase in related party receivable of $1,161,947 from our medical supplies segment, an increase in inventory deposits of $2,743,291, an increase in non-current assets of $568,154 primarily from the capitalization of the Houston lease as a ROU asset and a decrease in accrued liabilities of $32,666.
Previous wording
Net cash used in operating activities for the three months ended March 31, 2024 was $735,571, primarily due to a net loss of $4,532,363, partially offset by changes in operating assets and liabilities, net of $369,270 and non-cash operating charges of $3,427,522, of which $1,569,927 was related to a non-cash unrealized loss on financial instruments measured at fair values, $1,818,383 was related to non-cash stock-based compensation expense and the remaining $39,212 was related to depreciation and amortization. The changes in operating assets and liabilities, net was due to a decrease of $466,757 in inventory deposits, a decrease in prepaid expenses of $257,086, a decrease in other current assets of $25,439, a decrease in other non-current assets of $65,010, an increase in accounts payable of $171,363 and an increase in accrued liabilities of $207,437, partially offset by an increase in inventory of $410,126, an increase in accounts receivable of $333,085 as sales outpaced cash collections and a decrease of $80,611 in other liabilities.
Current wording
Net cash used in operating activities for the six months ended June 30, 2024 was $1,700,563, primarily due to a net loss of $5,287,455, partially offset by changes in operating assets and liabilities, net of $658,185 and non-cash operating charges of $2,928,519. The changes in operating assets and liabilities, net was due to a decrease in inventory deposits of $443,074, a decrease in prepaid expenses of $187,474, a decrease in inventory of $127,372, a decrease in other assets of $164,467, an increase in accounts payable of $195,786 and an increase in accrued liabilities of $438,089, partially offset by an increase in accounts receivable of $733,998 and a decrease in other liabilities of $164,079.
Previous wording
We expect cash used in operating activities to fluctuate significantly in future periods as a result of a number of factors, some of which are outside of our control, including, among others: the success we achieve in generating revenue; the success we have in helping our customers obtain financing and government incentives to subsidize their purchases of our products; our ability to efficiently develop our dealer and service network; the costs of batteries and other materials utilized to make our products; the extent to which we need to invest additional funds in research and development; and the amount of expenses we incur to satisfy future warranty claims.
Current wording
We expect cash used in operating activities to fluctuate significantly in future periods as a result of a number of factors, some of which are outside of our control, including, among others: the success we achieve in generating revenue; the success we have in helping our customers obtain financing and government incentives to subsidize their purchases of our products; our ability to efficiently develop our dealer and service network; the costs of batteries and other materials utilized to make our products; the extent to which we need to invest additional funds in research and development; the amount of expenses we incur to satisfy future warranty claims, and the ability to engage in supply medical supplies to the federal government on a long-term basis.
Previous wording
Net cash used in investing activities during the three months ended March 31, 2025 was $176,828, primarily from the purchase of property and equipment used in our current operations.
Current wording
Net cash used in investing activities during the six months ended June 30, 2025 was $176,828, primarily from the purchase of property and equipment that is used in our current operations.
Previous wording
Net cash provided by financing activities during the three months ended March 31, 2025 was $2,664,411, primarily due to proceeds from the issuance of our convertible notes of $2,850,500, partially offset by the repayment of debt of $186,089.
Current wording
Net cash provided by financing activities during the six months ended June 30, 2025 was $4,563,245 primarily from the issuance of the Additional Promissory Notes for $4,750,500 in net proceeds, partially offset by loan repayments of $187,255.
Previous wording
As of March 31, 2025, we had cash and cash equivalents of $211,284 and working capital of approximately $4,394,102. Included in our working capital was a miscellaneous receivable of $2.249,515 that was recorded due to certain fraudulent activities conducted by external parties unrelated to us related to our bank accounts but was subsequently credited back to us. We believe that our existing cash and cash equivalents will be sufficient to fund our operations during the next twelve months and beyond. However, we may not successfully execute our business plan, and if we do not, we may need additional capital to continue our operations and support the increased working capital requirements associated with the fulfillment of purchase orders.
Current wording
As of June 30, 2025, we had cash and cash equivalents of $942,241 and negative working capital of approximately $120,030. We believe that our existing cash and cash equivalents and current business plan that provides us with third-party financing may be sufficient to fund our operations during the next twelve months and beyond. However, we may not successfully execute our business plan, and if we do not, we may need additional capital to continue our operations and support the increased working capital requirements associated with the fulfillment of purchase orders.
Previous wording
On February 12, 2025, we announced the relocation of our corporate headquarters and the establishment of a new 86,000 square foot facility in Houston, Texas. This strategic move reinforces our commitment to expanding U.S. manufacturing, strengthening fleet services, and supporting the growing demand for commercial electric vehicles. We plan to open its new corporate headquarters and manufacturing facility in 2025. As a result of this relocation, we may incur additional capital expenditure and one-time relocation costs, which at the time of filing, are being estimated.
Current wording
On February 12, 2025, we announced the relocation of our corporate headquarters and the establishment of a new 86,000 square foot facility in Houston, Texas. This strategic move reinforces our commitment to expanding U.S. manufacturing, strengthening fleet services, and supporting the growing demand for commercial electric vehicles. We opened our new corporate headquarters and manufacturing facility in 2025. As a result of this relocation, we may incur additional capital expenditure and one-time relocation costs, which at the time of filing, are being estimated.
Previous wording
On October 31, 2024, the Company entered into an amended and restated standby equity purchase agreement (the “A&R SEPA”) with YA II PN, Ltd., a Cayman Islands exempt limited company (the “Investor”). The A&R SEPA amends and restates in its entirety the standby equity purchase agreement, dated September 23, 2024 (the "Original SEPA"), by and between the Company and the Investor.
Current wording
On October 31, 2024, the Company entered into the A&R SEPA with the Investor. The A&R SEPA amends and restates in its entirety the Original SEPA.
Previous wording
Pursuant to the A&R SEPA, except for so long as there is a balance outstanding under the Promissory Notes (as defined below), we have the right, from time to time, until November 1, 2027, to require the Investor to purchase up to $25 million of shares of common stock, subject to certain limitations and conditions set forth in the A&R SEPA, by delivering written notice to the Investor. Pursuant to the A&R SEPA, the Investor advanced to the Company the principal amount of $3 million (the “Pre-Paid Advance”) in exchange for the Company’s issuance to the Investor of convertible promissory notes (the “Promissory Notes”) in two tranches, resulting in net proceeds (net of discounts and fees) to the Company of $2,635,500. The Company received the first tranche of the Pre-Paid Advance in the principal amount of $2 million on October 31, 2024 in exchange for the Promissory Note dated October 31, 2024, and the second tranche of the Pre-Paid Advance in the principal amount of $1 million on December 17, 2024 in exchange for the Promissory Note dated December 17, 2024. The Promissory Notes will accrue interest on the outstanding principal balance at an annual rate equal to 0%, which will increase to an annual rate of 18% upon the occurrence of an Event of Default (as defined in the Promissory Notes) or a Registration Event (as defined in the Promissory Notes) for so long as such event remains uncured. The Promissory Notes will mature on November 13, 2025, which may be extended at the option of the Investor. The Promissory Notes are convertible at a conversion price equal to the lower of (i) $2.1480 per share or (ii) 93% of the lowest daily volume weighted average price of the Common Stock on Nasdaq as reported by Bloomberg L.P. during the five consecutive trading days immediately preceding the conversion date (but no lower than the “floor price” then in effect, which is $0.3580 per share, subject to adjustment from time to time in accordance with the terms contained in the Promissory Notes). Pursuant to the terms of the Original SEPA, the Company issued 64,103 shares of common stock to the Investor as a commitment fee.
Current wording
Pursuant to the A&R SEPA, except for so long as there is a balance outstanding under the Promissory Notes, we have the right, from time to time, until November 1, 2027, to require the Investor to purchase up to $25 million of shares of common stock, subject to certain limitations and conditions set forth in the A&R SEPA, by delivering written notice to the Investor. Pursuant to the A&R SEPA, the Investor advanced to the Company the Pre-Paid Advance in the amount of $3 million in exchange for the Company’s issuance to the Investor of the Promissory Notes in two tranches, resulting in net proceeds (net of discounts and fees) to the Company of $2,635,500. The Company received the first tranche of the Pre-Paid Advance in the principal amount of $2 million on October 31, 2024 in exchange for the Promissory Note dated October 31, 2024, and the second tranche of the Pre-Paid Advance in the principal amount of $1 million on December 17, 2024 in exchange for the Promissory Note dated December 17, 2024. The Promissory Notes will accrue interest on the outstanding principal balance at an annual rate equal to 0%, which will increase to an annual rate of 18% upon the occurrence of an Event of Default (as defined in the Promissory Notes) or a Registration Event (as defined in the Promissory Notes) for so long as such event remains uncured. The Promissory Notes will mature on November 13, 2025, which may be extended at the option of the Investor. The Promissory Notes are convertible at a conversion price equal to the lower of (i) $21.4800 per share or (ii) 93% of the lowest daily volume weighted average price of the Common Stock on Nasdaq as reported by Bloomberg L.P. during the five consecutive trading days immediately preceding the conversion date (but no lower than the “floor price” then in effect, which is $3.5800 per share, subject to adjustment from time to time in accordance with the terms contained in the Promissory Notes). Pursuant to the terms of the Original SEPA, the Company issued 6,410 shares of common stock to the Investor as a commitment fee.
Previous wording
During the first quarter of 2025, the obligation under the EVTV-2 Promissory Note in the principal amount of $1 million was fully satisfied through the conversion of the EVTV-2 Promissory Note into shares of our common stock. As a result of this conversion, 1,743,476 shares of our common stock were issued at a weighted average price of $0.57. During the same quarter, the obligation under the EVTV-1 Promissory Note in the principal amount of $2 million was partially satisfied through the conversion of the EVTV-1 Promissory Note into shares of our common stock. As a result of this conversion, 1,490,304 shares of our common stock were issued at a weighted average price of $0.41. The remaining principal balance of the EVTV-1 Promissory Note on March 31, 2025 was $1,550,000.
Current wording
During the first quarter of 2025, the obligation under the EVTV-2 Promissory Note in the principal amount of $1 million was fully satisfied through the conversion of the EVTV-2 Promissory Note into shares of our common stock. As a result of this conversion, 174,348 shares of our common stock were issued at a weighted average price of $5.70. During the same quarter, the obligation under the EVTV-1 Promissory Note in the principal amount of $2 million was partially satisfied through the conversion of the EVTV-1 Promissory Note into shares of our common stock. As a result of this conversion, 149,030 shares of our common stock were issued at a weighted average price of $4.10.
Previous wording
On February 24, 2025, we entered into the Supplemental Agreement with the Investor, which amends and supplements the A&R SEPA to: (i) provide for the advancement by the Investor to us, subject to the satisfaction of certain conditions as set forth in the Supplemental Agreement, of the Additional Pre-Paid Advance in the principal amount of $5 million to be evidenced by the Additional Promissory Notes in two tranches, (ii) amend the maturity date for the EVTV-1 Promissory Note to March 9, 2026, and (iii) amend the floor price for the Note EVTV-1 to $0.0713 per share.
Current wording
On February 24, 2025, we entered into the Supplemental Agreement with the Investor, which amends and supplements the A&R SEPA to: (i) provide for the advancement by the Investor to us, subject to the satisfaction of certain conditions as set forth in the Supplemental Agreement, of the Additional Pre-Paid Advance in the principal amount of $5 million to be evidenced by the Additional Promissory Notes in two tranches, (ii) amend the maturity date for the EVTV-1 Promissory Note to March 9, 2026, and (iii) amend the floor price for the Note EVTV-1 to $0.7130 per share.
Previous wording
The Additional Promissory Notes accrue interest on the outstanding principal balance at an annual rate equal to 5%, which will increase to an annual rate of 18% upon the occurrence of an Event of Default (as defined in the Additional Promissory Notes) or a Registration Event (as defined in the Additional Promissory Notes) for so long as such event remains uncured. The Additional Promissory Notes will mature on March 9, 2026, which may be extended at the option of the Investor. The Additional Promissory Notes are convertible at a conversion price equal to the lower of (i) $1.00 per share or (ii) 93% of the lowest daily VWAP during the five consecutive trading days immediately preceding the conversion date (but no lower than the “floor price” then in effect, which is $0.0713 per share, subject to adjustment from time to time in accordance with the terms contained in the Additional Promissory Notes).
Current wording
The Additional Promissory Notes accrue interest on the outstanding principal balance at an annual rate equal to 5%, which will increase to an annual rate of 18% upon the occurrence of an Event of Default (as defined in the Additional Promissory Notes) or a Registration Event (as defined in the Additional Promissory Notes) for so long as such event remains uncured. The Additional Promissory Notes will mature on March 9, 2026, which may be extended at the option of the Investor. The Additional Promissory Notes are convertible at a conversion price equal to the lower of (i) $10.00 per share or (ii) 93% of the lowest daily VWAP during the five consecutive trading days immediately preceding the conversion date (but no lower than the “floor price” then in effect, which is $0.7130 per share, subject to adjustment from time to time in accordance with the terms contained in the Additional Promissory Notes).
Previous wording
We do not have any contractual obligations for ongoing capital expenditures at this time. We do, however, purchase equipment necessary to conduct our operations on an as needed basis and will continue increasing those expenditures as we transfer assembly and corporate functions to the Osceola Arkansas facility and the Houston, Texas facility.
Current wording
We do not have any contractual obligations for ongoing capital expenditures at this time. We do, however, purchase equipment necessary to conduct our operations on an as needed basis and will continue increasing those expenditures as we transfer assembly and corporate functions to the Houston, Texas facility.
Rearranged current paragraphs (4)
Current report — wording carried from elsewhere
For the three months ended June 30, 2025 and 2024, we generated sales revenue of $1,047,029 and $812,770, respect ively, and our net loss for the three months ended June 30, 2025 and June 30, 2024 was $5,146,737** **and$755,092, respectively. For the six months ended June 30, 2025 and 2024, we generated sales revenue of $1,637,595 and $1,623,260, respect ively, and our net loss for the six months ended June 30, 2025 and June 30, 2024 was $19,183,118 and $5,287,455, respectively.
Current report — wording carried from elsewhere
Sales for thesix months ended June 30, 2025 and 2024 were $1,637,595 and $1,623,260, respectively. Sales for thesix months ended June 30, 2025 of our electric vehicle segment were $348,063 and consisted primarily of two logistics cargo vans and two cab and chassis trucks. Sales of our medical supplies segment consisted of delivery of medical supplies totaling $1,289,532 to a related party. Sales for our medical supplies segment is based on a cost-plus pricing structure. The sales decrease in our electric vehicle segment was primarily due to less favorable market conditions.
Current report — wording carried from elsewhere
Cost of sales for thesix months ended June 30, 2025 and 2024 were $2,975,921 and $1,111,218, respectively. Cost of sales of our electric vehicles segment was $1,788,075 for the six months ended June 30, 2025. Cost of sales of our medical supplies segment was $1,187,845 for thesix months ended June 30, 2025. Cost of sales for our electric vehicles segment was related to the sales of the trucks and van and additional inventory write-downs of $1,172,302 while cost of sales for our medical supplies segment was based on a cost-plus pricing structure to a related party. Cost of sales for thesix months ended June 30, 2024 consisted of the costs related to the sale of the electric vehicles sold as described above.
Current report — wording carried from elsewhere
Net cash used in investing activities during the six months ended June 30, 2024 was $135,288, primarily from the purchase of property and equipment that is used in our current operations.