Envirotech Vehicles, Inc.

Previous wording

The following discussion of our financial condition and the results of operations should be read in conjunction with the unaudited consolidated financial statements and notes thereto included in this Quarterly Report on Form 10-Q (“Quarterly Report”) and the audited financial statements and notes thereto included in our Annual Report on Form 10-K filed with the SEC on April 15, 2025. This discussion contains forward-looking statements that are subject to known and unknown risks, uncertainties, and other factors that may cause our actual results to differ materially from those expressed or implied by such forward-looking statements. These risks, uncertainties, and other factors include, among others, those identified under the “Special Note Regarding Forward-Looking Statements” above in this Quarterly Report.

Current wording

The following discussion of our financial condition and the results of operations should be read in conjunction with the unaudited consolidated financial statements and notes thereto included in this Quarterly Report and the audited financial statements and notes thereto included in our Annual Report on Form 10-K filed with the SEC on April 15, 2025. This discussion contains forward-looking statements that are subject to known and unknown risks, uncertainties, and other factors that may cause our actual results to differ materially from those expressed or implied by such forward-looking statements. These risks, uncertainties, and other factors include, among others, those identified under the “Special Note Regarding Forward-Looking Statements” above in this Quarterly Report.

Previous 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.

Current wording

For the three months ended September 30, 2025 and 2024, we generated sales revenue of $1,812,461 and $0 respectively, and our net loss for the three months ended September 30, 2025 and September 30, 2024 was $6,357,557 and $1,234,986, respectively. Included in our net loss for the three months ended September 30, 2025 is a realized loss on conversion of convertible notes of $207,027, an unrealized loss on financial instruments measured at fair value of $105,785 and a non-cash impairment charge on our intangibles assets of $ 3,300,801. Included in our net loss for the three months ended September 30, 2024 is a non-cash unrealized gain on financial instruments of $403,625.

Previous wording

On March 6, 2025, we received a letter (the “Notice”) from the Nasdaq Listing Qualifications Department, notifying us that, based upon the closing bid price of our common stock for the 30 consecutive business days from January 21, 2025 to March 5, 2025, we no longer meet the requirement to maintain a minimum bid price of $1 per share, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), Nasdaq has provided us with 180 calendar days, or until September 2, 2025 (the “Compliance Date”), to regain compliance with the Minimum Bid Price Requirement. The Notice has no immediate effect on the listing of our common stock, which will continue to trade on the Nasdaq Capital Market under the symbol “EVTV”, subject to our compliance with the other continued listing requirements of the Nasdaq Capital Market.

Current wording

On March 6, 2025, we received a letter from the Nasdaq Listing Qualifications Department, notifying us that, based upon the closing bid price of our common stock for the 30 consecutive business days from January 21, 2025 to March 5, 2025, we no longer meet the requirement to maintain a minimum bid price of $1 per share, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”).

Previous wording

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 wording

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 the Reverse Stock Split at a ratio of 1-for-10. 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 (the “Split Effective Time”). Pursuant to the Reverse Stock Split, every 10 shares of our common stock issued and outstanding immediately prior to the Split Effective Time were automatically combined into one issued and outstanding share of our common stock without any change in the par value per share or the total number of authorized shares. Proportional adjustments were made to the exercise price and number of shares of our common stock issuable upon exercise of outstanding stock options and warrants to purchase shares of our common stock and the shares reserved for issuance under our 2017 Equity Incentive Plan.

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 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.

Current wording

Under the vehicles segment, sales are recognized from the sales of new, purpose-built zero-emission electric vehicles and from providing vehicle maintenance and safety inspection services. Under the medical supplies segment, revenue is recognized at the point in time when control transfers to the customer, which occurs when the medical gowns are delivered to the third party. 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 of our medical supplies segment are supplied by the customer.

Current wording

Cost of sales for our electric vehicles segment 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

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:

Current wording

The following discussion compares our results of operations for the three andnine months ended September 30, 2025 to the corresponding periods ended September 30, 2024:

Previous 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.

Current wording

Sales for the three months ended September 30, 2025 and 2024 were $1,812,461 and $0, respectively. Sales for the three months ended September 30, 2025 of our electric vehicle segment were $0. Sales of our medical supplies segment consisted of delivery of medical supplies totaling $1,812,461 to a related party. Sales for the three months ended September 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

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 wording

Sales for thenine months ended September 30, 2025 and 2024 were $3,450,056 and $1,623,260, respectively. Sales for thenine months ended September 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 $3,450,056 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.

Previous 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.

Current wording

Cost of sales for the three months ended September 30, 2025 and 2024 were $1,731,667 and $133,931, respectively. Cost of sales of our electric vehicles segment was $23,311 for the three months ended September 30, 2025. Cost of sales of our medical supplies segment was $1,708,357 for the three months ended September 30, 2025. Cost of sales for our electric vehicles segment was related to certain input costs and certain miscellaneous expenses incurred 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 September 30, 2024 consisted of the costs related to the sale of the electric vehicles sold as described above.

Previous wording

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 wording

Cost of sales for thenine months ended September 30, 2025 and 2024 were $4,707,588 and $1,245,149 respectively. Cost of sales of our electric vehicles segment was $1,811,386 for the nine months ended September 30, 2025. Cost of sales of our medical supplies segment was $2,896,202 for thenine months ended September 30, 2025. Cost of sales for our electric vehicles segment was related to the sales of electric vehicles 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 thenine months ended September 30, 2024 consisted of the costs related to the sale of the electric vehicles sold as described above.

Previous wording

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 wording

G&A expenses were $2,781,148 and $1,395,921 for the three months ended September 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.

Previous wording

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 wording

G&A expenses were $9,136,044 and $6,056,919 for the nine months ended September 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.

Previous 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.

Current wording

Consulting expenses were $18,750 and $55,000 for the three months ended September 30, 2025 and 2024, respectively. Consulting expenses were $65,261 and $55,000 for the nine months ended September 30, 2025 and 2024, respectively. These costs were incurred primarily for certain consulting services related to our medical supplies segment.

Previous 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.

Current wording

R&D expenses were $43,289 and $20,470 for the three months ended September 30, 2025 and 2024, respectively, as the level of activity increased. R&D expenses were $731,808 and $152,351 for the nine months ended September 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 and six months ended June 30, 2025. No impairment charges were recorded for the three and six months ended June 30, 2024.

Current wording

Due to our declining stock price, we conducted an impairment test related to our goodwill in the first quarter of 2025. As a result of this test, we recorded an impairment charge of $10,103,048 related to our goodwill for the three and nine months ended September 30, 2025. No impairment charges were recorded for the three and nine months ended September 30, 2024.

Previous 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.

Current wording

We recorded a non-cash unrealized loss of $105,785 for the three months ended September 30, 2025 and an unrealized gain of $403,625 for the three months ended September 30, 2024, on our financial instruments that we elected to measure at fair value. We recorded a non-cash unrealized loss of $679,722 and $595,783 for the nine months ended September 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

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 wording

We recognized a loss of $207,027 and $283,791 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 nine months ended September 30, 2025, respectively

Previous wording

The following table summarizes our cash flows from operating, investing, and financing activities for the six months ended June 30, 2025 and 2024:

Current wording

The following table summarizes our cash flows from operating, investing, and financing activities for the nine months ended September 30, 2025 and 2024:

Previous 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.

Current wording

Net cash used in operating activities for the nine months ended September 30, 2025 was $6,295,792, primarily due to a net loss of $25,540,675, partially offset by changes in operating assets and liabilities, net of $3,376,310 and non-cash operating charges of $15,868,573. The changes in operating assets and liabilities, net were due to a decrease in accounts receivable of $591,184, a decrease in inventory of $1,560,698 (as a result of an increase in reserves of $1,184,731), a decrease in prepaid expenses of $793,465, an increase in accounts payable of $1,461,854, an increase in accrued liabilities of $700,039, an increase in deferred revenue of $2,284,415 and an increase in other liabilities of $432,060, partially offset by an increase in receivables from a related party of $1,129,007, an increase of $2,743,291 in inventory deposits, an increase in other non-current assets of $481,795 (primarily from the establishment of a ROU asset) and an increase in current assets of $93,312.

Previous 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.

Current wording

Net cash used in operating activities for the nine months ended September 30, 2024 was $2,848,876, primarily due to a net loss of $6,644,237, partially offset by changes in operating assets and liabilities, net of $1,094,222 and non-cash operating charges of $2,701,139. The changes in operating assets and liabilities, net were due to a decrease in inventory deposits of $443,074, a decrease in inventory of $127,372, a decrease in other assets of $232,102, an increase in accounts payable of $317,456 and an increase in accrued liabilities of $700,014, partially offset by an increase in accounts receivable of $398,297, a decrease in other liabilities of $215,109 and an increase in prepaid expenses of $112,390.

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; 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.

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 providing medical supplies to the federal government on a long-term basis.

Previous 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.

Current wording

Net cash used in investing activities during the nine months ended September 30, 2025 was $176,828, primarily from the purchase of property and equipment used in our current operations.

Previous wording

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.

Current wording

Net cash used in investing activities during the nine months ended September 30, 2024 was $229,029, primarily from the purchase of property and equipment used in our current operations.

Previous 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.

Current wording

Net cash provided by financing activities during the nine months ended September 30, 2025 was $4,609,034 primarily from the issuance of the Additional Promissory Notes for $4,750,500 in net proceeds, partially offset by loan repayments of $114,466.

Previous wording

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 wording

Net cash provided by financing activities during the nine months ended September 30, 2024 was $3,303,840, primarily due to proceeds from the issuance of our common stock of $1,799,248, proceeds from the issuance of a convertible note of $901,000, proceeds from the long-term loan arrangement with Phillip W, Oldridge of $300,000 and proceeds from issuance of debt for $648,937, partially offset by the repayment of debt of $345,345.

Previous 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.

Current wording

As of September 30, 2025, we had cash and cash equivalents of $77,595 and negative working capital of approximately $499,432. 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 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.

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.

Previous 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.

Current wording

On October 31, 2024, we 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, 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.

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 us the Pre-Paid Advance in the amount of $3 million in exchange for our issuance to the Investor of the Promissory Notes in two tranches, resulting in net proceeds (net of discounts and fees) to us of $2,635,500. We 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, we 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, 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.

Current wording

During the first 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 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. During the second quarter of 2025, the obligation under the EVTV-1 Promissory Note was partially satisfied through the conversion of the EVTV-1 Promissory Note 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 $2.38. The remaining principal balance of the EVTV-1 Promissory Note on September 30, 2025, was $1,250,000.

Previous wording

The first tranche of the Additional Pre-Paid Advance was disbursed on February 25, 2025 in the principal amount of $3 million (with net proceeds to us of approximately $2.7 million after deducting discounts and fees) as evidenced by the EVTV-3 Additional Promissory Note issued to the Investor on February 24, 2025. The second tranche of the Additional Pre-Paid Advance in the principal amount of $2 million was advanced by the Investor to us upon approval by our stockholders, at a special meeting of stockholders held on May 1, 2025, of the issuance of shares of our common stock in excess of the Exchange Cap (as defined in the A&R SEPA).

Current wording

The first tranche of the Additional Pre-Paid Advance was disbursed on February 25, 2025 in the principal amount of $3 million (with net proceeds to us of approximately $2.7 million after deducting discounts and fees) as evidenced by the EVTV-3 Additional Promissory Note issued to the Investor on February 24, 2025. During the third quarter of 2025, the obligation under the EVTV-3 Additional Promissory Note in the principal amount of $3 million was partially satisfied through the conversion of the EVTV-3 Additional Promissory Note into shares of our common stock. As a result of this conversion, 692,589 shares of our common stock were issued at a weighted average price of $2.47. The remaining principal balance of the EVTV-3 Additional Promissory Note on September 30, 2025, was $1,600,000.

Previous wording

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.

Current wording

The second tranche of the Additional Pre-Paid Advance in the principal amount of $2 million was advanced by the Investor to us upon approval by our stockholders, at a special meeting of stockholders held on May 1, 2025, of the issuance of shares of our common stock in excess of the Exchange Cap (as defined in the A&R SEPA). 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. During the third quarter of 2025, the remaining obligation under the EVTV-4 Additional Promissory Note was fully satisfied through the conversion of the EVTV-4 Additional Promissory Note into shares of our common stock. As a result of this conversion, 310,456 shares of the Company's common stock were issued at a weighted average price of $1.84.The principal balance of the EVTV-4 Additional Promissory Note was zero on September 30, 2025.