Envirotech Vehicles, Inc.
For the period ended Sep 30, 2025. Filed Nov 20, 2025.
View on SEC.govAbout this filing
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.
Sep 30, 2025 · Filed Nov 20, 2025
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Notes to Unaudited Consolidated Financial Statements
| 1. | Organization and Operations |
Envirotech Vehicles, Inc., including its consolidated subsidiaries (the "Company"), is a United States distributor ofzero-emission commercial vehicles and heavy capacity drones engineered for logistics, infrastructure, and precision agriculture applications worldwide. The Company's systems enable a cleaner, safer, and more efficient future for critical industrial operations. During thefirst quarter of2025, the Company increased its business portfolio by addingtwo new business operations: (1) medical supplies and (2) drones.
On* August 8, 2025,the Company effected a1*-for-10 reverse stock split of our common stock withno change to authorized shares of common stock (the "Reverse Stock Split"). All share, options, warrants and per share information through this Quarterly Report on Form10-Q has been retroactively adjusted to reflect the Reverse Stock Split. The shares of common stock retain a par value of $0.00001 per share. Accordingly, an amount equal to the par value of the decreased shares resulting from the Reverse Stock Split was reclassified from “Common Stock” to “Additional paid-capital.”
| 2. | Summary of Significant Accounting Policies |
Basis of Presentation—These unaudited consolidated financial statements are prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (the "SEC") regarding interim financial reporting. Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States ("U.S.") generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. In the Company’s opinion, these unaudited financial statements include all adjustments (consisting only of normal recurring adjustments) necessary for the fair statement of the results for the interim periods. These unaudited financial statements should be read in conjunction with the Company's audited financial statements for the years ended* December 31, 2024* and2023 included in the Company’s Annual Report on Form10-K filed with the SEC on* April**15,* 2025. The results of operations for thethree andnine months ended* September 30, 2025* arenot necessarily indicative of the results to be expected for the full year.
Principles of Consolidation—The accompanying financial statements reflect the consolidation of the financial statements of Envirotech Vehicles, Inc. and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated.
Use of Estimates—The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions*** ***that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
6
Fair Value of Financial Instruments—The carrying values of the Company’s financial instruments, including cash, accounts receivable and*** accounts payable approximate their fair value due to the short-term nature of these financial instruments. Accounting Standards Codification ("ASC")820, Fair Value Measurements("ASC820") defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. It also establishes athree*-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:
Level1: Observable inputs such as quoted prices in active markets;
Level2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
Level3: Unobservable inputs that are supported by little orno market data and that require the reporting entity to develop its own assumptions.
The Company doesnot have any assets or liabilities that are required to be measured and recorded at fair value on a recurring basis other than the options liability and convertible note disclosed in Note5 - Debt, in which the Company has elected the fair value option.
Revenue Recognition—The Company recognizes revenue from the sales ofzero-emission electric vehicles and vehicle maintenance and inspection services and delivery of medical supplies to the customers of its related party. The Company recognizes revenue in accordance with Accounting Standards Codification ("ASC")606, Revenue from Contracts with Customers("ASC606"), which requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company didnot record any sales of electric vehicles for thethree months ended* September 30, 2025.The Company recorded net revenue of $1,811,460 from the delivery of medical supplies to a related party for thethree* months ended* September30,* 2025 for the Company's medical supplies segment. One customer, a related party, accounted for 100% of the net revenue for thethree months ended* September30,* 2025 for the Company's medical supplies segment.
Net revenue recorded for thenine months ended* September30,* 2025 was $349,063 and $3,100,993 for the electric vehicles segment and medical supplies segment, respectively. Two customers accounted for 100% of the net revenue for the delivery of electric vehicles in the electric vehicles segment for thenine months ended* September30,* 2025. One customer, a related party, in the medical supplies segment accounted for 100% of the net revenue for thenine months ended* September 30, 2025*.
In applying ASC606, the Company is required to:
| (1) | identify any contracts with customers; |
| (2) | determine if multiple performance obligations exist; |
| (3) | determine the transaction price; |
| (4) | allocate the transaction price to the respective obligation; and |
| (5) | recognize the revenue as the obligation is satisfied. |
Product revenue primarily includes the sale of electric trucks and cargo vans. These sales represent a single performance obligation and revenue is recognized when the vehicle is delivered, the customer has accepted the vehicle and signed the appropriate documentation acknowledging receipt of the vehicle. At this time, the title of the vehicle is transferred to the customer.
Medical supply revenue is recognized at the point in time when control transfers to thethird-party customer, which in this arrangement, occurs when the gowns are delivered.
Cash and Cash Equivalents—The Company considers all highly liquid investments purchased with an original or remaining maturity ofthree*** months or less to be cash equivalents. The recorded value of our restricted cash and cash equivalents approximates their fair value. The Company hadno restricted cash at both September 30, 2025 and December 31, 2024*. See Concentration of Credit Risk below in this Note.
Marketable Securities—The Company invests in short-term, highly liquid, marketable securities, such as U.S. Treasury notes, U.S. Treasury*** bonds, and other government-backed securities. The Company classifies these marketable securities as held-to-maturity, as the intent isnot to liquidate them prior to the respective stated maturity date. The Company hadno* marketable securities at both* September**30,* 2025 and* December 31, 2024.*
7
Accounts Receivable and Allowance for Doubtful Accounts— The accounts receivable balance relates to the Company's electric vehicles segment. The Company establishes an allowance for bad debts through a review of several*** factors, including historical collection experience, current aging status of the customer accounts, and financial condition of its customers. The Company doesnot generally require collateral for its accounts receivable. The Company had trade accounts receivable of $838,651 as of September 30, 2025* and a recorded allowance for doubtful accounts of $413,169, resulting in a net trade accounts receivable balance of $425,482. The Company had trade accounts receivable of $1,031,972 as of* December 31, 2024* and an allowance for doubtful accounts of $15,306, resulting in a net trade receivable balance of $1,016,666. A significant portion of the Company’s electric vehicle sales are made to customers who qualify for state-sponsored grant programs which can cover a significant portion, up to all of a vehicle’s purchase price. Grant monies are paid directly to vehicle dealers like the Company after the customer and the dealer meet state requirements related to the transaction; reimbursements to the Company* maytaketwo* tonine months from the date of request before being received. The Company doesnot provide an allowance for doubtful accounts related to electric vehicle sales made utilizing state grant funds, as those funds are guaranteed by the state(s) once awarded. The trade accounts receivable balance at* September 30, 2025* is primarily from credit-worthy customers, many of whom are fully or partially funded through state government sponsored programs. At* September 30, 2025*, the Company did have a concentration of customers; withfive customer balances accounting for approximately 93**%** of the outstanding accounts receivable of the Company's electric vehicle segment.
Receivable from Related Party and Allowance for Doubtful Accounts—The receivable from related party relates to the Company's medical supplies segment. The allowance for doubtful accounts is established by reviewing several factors, including historical collection experience, current aging of the customer account and financial condition of its customer. The Company had receivable from related party of $2,180,540 and a recorded allowance of $58,233, resulting in a net receivable from related party of $2,122,307 as of* September**30,* 2025. The Company had a receivable from related party of $1,000,000 and a recorded allowance of $6,700, resulting in a net receivable from related party of $993,300 as of* December 31, 2024.*
Inventory and Inventory Valuation Allowance—The Company records inventory at the lower of cost or market, and uses a First In, First Out accounting valuation methodology and establishes an inventory valuation allowance for vehicles that it doesnot intend to sell in the future or when their cost has fallen below net realizable value. The Company had finished goods inventory on hand of $6,040,410 as of* September**30,* 2025 and recorded an inventory valuation allowance of $1,184,731 related to vehicles that the Company doesnot intend to sell in the future, resulting in a net inventory balance of $4,855,679 at* September 30, 2025*. The Company had finished goods inventory on hand and a related inventory valuation allowance of $6,428,806 and $12,429, respectively, as of* December 31, 2024*, resulting in a net inventory balance of $6,416,377 as of* December 31, 2024.*
Inventory Deposits—Certain of our vendors require the Company to pay upfront deposits before they commence manufacturing our vehicles and then require progress deposits through the production cycle and before the finished vehicles are shipped. These deposits are classified as inventory deposits in the consolidated balance sheets. Upon completion of production acceptance by the Company, and passage of title to the Company, deposits are reclassified to inventory. The Company had inventory deposits of $7,465,129 and $6,036,809 as of* September 30, 2025* and* December 31, 2024*, respectively. Funds obtained for the Company's electric buses are deposited within inventory deposits. Three vendors account for 100% of the inventory deposit balance at* September 30, 2025*.
Income Taxes—The Company uses the liability method, where deferred tax assets and liabilities are determined based on the expected future tax*** ***consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes.
Accounting for Uncertainty in Income Taxes—The Company evaluates its uncertain tax positions and will recognize a loss contingency when it*** is probable that a liability has been incurred as of the date of the financial statements and the amount of the loss can be reasonably estimated. The amount recognized is subject to estimate and management judgment with respect to the likely outcome of each uncertain tax position. The amount that is ultimately sustained for an individual uncertain tax position or for all uncertain tax positions in the aggregate could differ from the amount recognized. At September 30, 2025 and December 31, 2024*, respectively, management didnot identify any uncertain tax positions.
Net Loss Per Share—Basic net loss per share is calculated by dividing the Company’s net loss applicable to*** ***common stockholders by the weighted average number of shares of common stock outstanding during the period. For the periods presented, the diluted loss per share and basic loss per share calculations are the same as the diluted loss per share calculation would be anti-dilutive.
Diluted net loss per share is calculated by dividing the Company’s net loss applicable to common stockholders by the diluted weighted average number of shares of common stock outstanding during the period. The diluted weighted average number of shares of common stock outstanding is the basic weighted number of shares of common stock adjusted for any potentially dilutive debt or equity securities. As of* September 30, 2025*,977,250 shares of the Company’s common stock were subject to issuance upon the exercise of stock options then outstanding and 147,039 shares of the Company’s common stock were subject to issuance upon the exercise of warrants then outstanding. The Company also has convertible notes that* maypotentially be converted into shares of the Company’s common stock, however, the conversion is based on several market factors, and as such, the number of shares of the Company’s common stock to be converted isnot* known.
Concentration of Credit Risk—The Company has credit risks related to cash and cash equivalents on deposit with a federally insured bank, as at times it exceeds the*$250,000* maximum amount insured by the Federal Deposit Insurance Corporation (“FDIC”). Additionally, the Company* maymaintain cash and short-term securities invested at Arvest Bank, National Association (“Arvest”). Between FDIC and the Securities Investor Protection Corporation (“SIPC”) coverage, funds up to $750,000, which mayinclude cash up to $500,000, are insured. In addition, Arvest provides excess insurance acquired by them from SIPC for unlimited per customer securities up to a $1 billion cap. There wereno* short-term securities invested at Arvest at* September30,* 2025. Additionally, the Company had a concentration in accounts payable, astwo vendors andtwo vendors made up greater than10% individually, and 52% and 50% in the aggregate of the outstanding accounts payable balance as of* September30,* 2025 and* December 31, 2024,*respectively.
8
Impairment of Long-Lived Assets—Long-lived assets, including property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset* maynot* be recoverable. The Company evaluates these assets to determine potential impairment by comparing the carrying amount to the undiscounted estimated future cash flows of the related assets. If the estimated undiscounted cash flows are less than the carrying value of the assets, the assets are written down to their fair value. There wasno impairment of long-lived assets, or property and equipment, as of* September30,* 2025 and* December 31, 2024,*respectively.
Goodwill—Goodwill represents the excess of acquisition cost over the fair value of the net tangible and intangible assets acquired. Goodwill isnot*** amortized and is subject to annual impairment testing on or between annual tests if an event or change in circumstance occurs that would more likely thannot reduce the fair value of a reporting unit below its carrying value. In testing for goodwill impairment, the Company has the option tofirst* assess qualitative factors to determine whether the existence of events or circumstances lead to a determination that it is more likely thannot that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events and circumstances, the Company concludes that it isnot more likely thannot that the fair value of a reporting unit is less than its carrying amount, it can conclude the assessment. If the Company concludes otherwise, the Company is required to perform a quantitative analysis to determine the amount of impairment, if any.
The Company has determined that it hasthree reporting units, and based on both qualitative and quantitative analysis and based on management’s assessment, the Company recorded a non-cash impairment of $10,103,048 during thefirst quarter of2025 on the Company's Consolidated Statements of Operations. No impairment was recorded for the year ended* December 31, 2024* resulting in a goodwill balance of $10,103,048 on that date.
Research and Development—Costs incurred in connection with the development of new products and manufacturing methods are charged to operating expenses as incurred. Research and development costs were $43,289 and $731,808 during thethree andnine months ended* September30,* 2025, respectively. Research and development costs were $20,470 and $152,351 during thethree andnine months ended* September30,* 2024, respectively.
Stock-Based Compensation—The Company accounts for employee stock-based compensation in accordance with the guidance of*** ASC718, Stock-Based Compensation, which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital over the period during which services are rendered. Non-cash stock-based compensation expense of $27,252 and $614,307 was recorded for thethree* andnine months ended* September30,* 2025, respectively. Non-cash stock-based compensation expense of $17,962 and $1,871,386 was recorded for thethree andnine months ended* September *30, 2024, respectively.
Property and Equipment— Property and equipment are stated at cost, less accumulated depreciation. The Company provides for*** depreciation using the straight-line method over the estimated useful lives of the assets, which range from three tofive years, except leasehold improvements, which are being amortized over the life of the lease term. Property and equipment qualify for capitalization if the purchase price exceeds$2,000. Major repairs and replacements, which extend the useful lives of equipment, are capitalized and depreciated over the estimated useful lives of the property. All other maintenance and repairs are expensed as incurred. See Note3* - Property and Equipment, net.
Other Intangibles— The Company's other intangibles consist of customer relationships and tradenames and trademarks and are stated at cost, less accumulated amortization and impairment charge. The Company records amortization expense using the straight-line method over the estimated useful lives of these assets, which range from three toten years. The Company reviews these intangibles for impairment whenever events or circumstances indicate that the carrying amount of these intangibles* may**not* be recoverable. During thethird quarter of2025, the Company identified indicators of impairment related to its other intangibles. The Company performed a recoverability test by comparing the undiscounted future cash flows of the asset group to its carrying amount. The analysis indicated that the carrying amount wasnot recoverable. As a result, the Company measured the impairment loss as the excess of carrying amount over fair value, determined by using a discounted cash flow approach. Accordingly, the Company recorded a non-cash impairment charge of $3,300,801 in the Consolidated Statements of Operations for thethree andnine months ended* September 30, 2025.See Note4* - Goodwill and Other Intangibles.
Leases—The Company accounts for leases in accordance with ASC842, Leases (“ASC842”). At the inception or modification of a contract, the Company determines whether a lease exists and classifies its leases as an operating or finance lease at commencement. Right-of-use ("ROU") assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent their obligation to make lease payments arising from the lease. See Note11 - Leases.
As most of the Company’s leases donot provide an implicit interest rate, the lease liability is calculated at lease commencement as the present value of unpaid lease payments using the Company’s estimated incremental borrowing rate. The incremental borrowing rate represents the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term and is determined using a portfolio approach based on information available at the commencement date of the lease.
The lease asset also reflects any prepaid rent, initial direct costs incurred, and lease incentives received. The Company’s lease terms* may*include optional extension periods when it is reasonably certain that those options will be exercised.
Leases with an initial expected term of12 months or less arenot recorded in the Company's consolidated balance sheets and the related lease expense is recognized on a straight-line basis over the lease term. For certain classes of underlying assets, the Company has elected tonot separate fixed lease components from the fixed non-lease components.
Recently Issued Accounting PronouncementsNot Yet Adopted**
ASUNo. 2023-09, “Income Taxes (Topic740): Improvements to Income Tax Disclosures”
In* December 2023,the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU")2023-09, Income Taxes (Topic740*): Improvements to Income Tax Disclosures ("ASU2023-09"), which requires public entities, on an annual basis, to provide disclosure of specific categories in the reconciliation of the effective tax rate, as well as disclosure of income taxes paid, disaggregated by jurisdiction. ASU2023-09 is effective for fiscal years beginning after* December 15, 2024,with early adoption permitted. The Company is currently evaluating the impact of adopting ASU2023*-09 and will adopt the guidance when it becomes effective on a prospective basis.
ASUNo. 2024-03, “Income Statement (Subtopic220-40): Disaggregation of Income Statement Expenses”
In* November 2024,the FASB issued ASU2024*-03, Income Statement (Subtopic220-40): Disaggregation of Income Statement Expenses ("ASU2024-03"), which requires additional information about certain expenses in the notes to the financial statements. ASU2024-03 is effective for fiscal years beginning after* December 15, 2026,with early adoption permitted. The Company is currently evaluating the impact of adopting ASU2024*-03 and will adopt the guidance when it becomes effective on a prospective basis.
| 3. | Property and Equipment, Net |
Components of property and equipment, net, consist of the following as of* September 30, 2025* and* December 31, 2024*:
| September 30, | December 31, | |
|---|---|---|
| 2025 | 2024 | |
| Furniture and fixtures | $125,620 | $90,641 |
| Leasehold improvements | 380,286 | 359,529 |
| Machinery and equipment | 388,466 | 272,774 |
| Electric buses | 1,314,971 | — |
| Vehicles | 376,748 | 371,350 |
| Test/Demo vehicles | 30,685 | 30,685 |
| Total property and equipment | 2,616,776 | 1,124,979 |
| Less accumulated depreciation | (752,212) | (532,808) |
| Net property and equipment | $1,864,564 | $592,171 |
Depreciation expense was $105,150 and $36,303 for thethree months ended* September30,* 2025 and2024, respectively. Depreciation expense was $219,404 and $112,174 for thenine months ended* September30,* 2025 and2024, respectively.
9
| 4. | Goodwill and Other Intangibles |
During thefirst quarter of2025, the Company concluded that a triggering event had occurred as a result of a decline of the Company's stock price. Consequently, the Company conducted an impairment test for thefirst quarter of2025 and recorded a non-cash impairment of $10,103,048 for thethree months ended* March 31, 2025.*
The following table presents a reconciliation of the carrying amount of goodwill for thenine months ended* September**30,* 2025.
| Total | ||
|---|---|---|
| Goodwill as of December 31, 2023 | $9,583,836 | |
| Increase due to acquisitions | 519,212 | |
| Goodwill as of December 31, 2024 | 10,103,048 | |
| Goodwill Impairment | (10,103,048) | |
| Goodwill as of September 30, 2025 | $ | - |
The Company recorded a non-cash impairment charge of $3,300,801 to its other intangible assets after determining that its carrying value exceeded its fair value. The impairment charge was measured as the excess of carrying value over fair value.
| Gross carrying amount · Accumulated amortization · Impairment · Net amount | ||||||
|---|---|---|---|---|---|---|
| Intangibles as of December 31, 2024 | $4,000,000 | $(31,699) | $ | - | $3,968,301 | |
| Amortization expense | - | (667,500) | - | (667,500) | ||
| Impairment charge | - | - | (3,300,801) | (3,300,801) | ||
| Intangibles as of September 30, 2025 | $4,000,000 | $(699,199) | (3,300,801) | $ | - | |
| Weighted average amortization period (in years) | ||||||
|---|---|---|---|---|---|---|
| Gross carrying amount · Accumulated amortization · Impairment · Net amount | ||||||
| Intangible assets: | ||||||
| Customer relationships | $2,100,000 | $(549,932) | $(1,550,068) | $ | - | - |
| Trade names and trademarks | 1,900,000 | (149,267) | (1,750,733) | $ | - | - |
| Intangible assets, net | $4,000,000 | $(699,199) | (3,300,801) | $ | - | |
| Weighted average amortization period (in years) | ||||
|---|---|---|---|---|
| Gross carrying amount · Accumulated amortization · Net amount | ||||
| Intangible assets: | ||||
| Customer relationships | $2,100,000 | $(24,932) | $2,075,068 | 2.96 |
| Trade names and trademarks | 1,900,000 | (6,767) | $1,893,233 | 9.96 |
| Intangible assets, net | $4,000,000 | $(31,699) | $3,968,301 | |
Amortization expense was $222,500 and $667,500 for thethree andnine months ended* September**30,* 2025, respectively.
| 5. | Debt |
Notes Payable
On* July 15, 2022,the Company entered into an equipment financing agreement with Wells Fargo Bank, N.A. in connection with the purchase of facility grounds equipment. The $25,007 loan is payable over 36 months, beginning in August 2022,with monthly payments of $521. The balance of this note was $5,731 as of September**30,* 2025, of which $5,731 is classified as Notes Payable - current on the Company's consolidated balance sheets as of* September 30, 2025*.
On* June 15, 2025,the Company entered into a premium financing agreement with AFCO Insurance Premium Finance to finance its directors' and officers' insurance coverages. The $140,400 loan is payable over nine months, beginning in July 2024,and bears interest at 8.24% with monthly payments of $14,576. The balance of this note was $99,284 as of September 30, 2025*.
On* August 20, 2025,the Company entered into a premium financing agreement with AFCO Insurance Premium Finance to finance certain insurance coverages other than its directors' and officers' insurance coverages. The $114,140 loan is payable over eleven months, beginning in September 2025,and bears interest at 8.24% with monthly payments of $7,809 and an initial down payment of $39,515. The balance of this note, including accrued interest, was $114,762 as of September 30, 2025as the down payment and initial payment due in September 2025hadnot* yet been paid.
Convertible Note
On* January 18, 2024,the Company entered into a convertible promissory note agreement ("Note") for $1,000,000 with an unrelatedthird*-party investor (the "Holder"). In addition, the Holder received options to purchase 80,000 shares of the Company's common stock at $15.00 per share. During thethird quarter of2024, the short-term note was converted into 50,505 shares of common stock in satisfaction of the convertible note payable.
The Company has elected to measure the remaining options at fair value. In estimating the fair value of the options, the Black-Scholes Merton Model is used. The required inputs include the current stock price, the exercise price, the term of the options, the risk-free rate and the volatility of the common stock. The options' fair value is classified a Level3 under the fair value hierarchy as provided by ASC820. The fair valuation of the options uses inputs other than quoted prices that are observable either directly or indirectly.
The net proceeds of $901,000 received by the Company from the issuance of the Note are bifurcated between the Note and the options. The amount allocated to the options is $431,405 which is the fair value of the options on the date of the Note. The remaining proceeds received are allocated to the Note. Under the fair valuation election, both the Note and options are remeasured to their respective fair values at the reporting date. Changes in fair values for the Note and options are recorded as an unrealized gain or loss on convertible note fair value in Other (Expense)/Income in the Company's consolidated statements of operations for thethree andnine months ended* September 30, 2025.As a result of this election, the Company recorded an unrealized gain of $0 and an unrealized loss $556,174 for thethree* andnine months ended* September**30,* 2024, respectively, for the Note.
The Company recorded an unrealized loss of $134,918 and $2,506 for the options for thethree andnine months ended* September30,* 2025, respectively. The Company recorded an unrealized gain of $403,625 and an unrealized loss of $39,609 for the options for thethree andnine months ended* September30,* 2024, respectively.
Amended and Restated Standby Equity Purchase Agreement ("A&R SEPA") - to be updated
On* October 31, 2024,the Company entered into A&R SEPA with YA II PN, Ltd. (the "Investor"). The A&R SEPA amends and restates in its entirety the standby equity purchase agreement, dated September 23, 2024,*by and between the Company and the Investor (the “Original SEPA”).
Pursuant to the A&R SEPA, except for so long as there is a balance outstanding under the Promissory Notes (as defined below) and the Additional Promissory Notes (as defined below), the Company has 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”) intwo* tranches, resulting in net proceeds (net of discounts and fees) to the Company of $2,635,500. The Company received thefirst tranche of the Pre-Paid Advance in the principal amount of $2 million on* October 31, 2024in exchange for the Promissory Note dated October 31, 2024 (the “EVTV-1 Promissory Note”), and thesecond* tranche of the Pre-Paid Advance in the principal amount of $1 million on* December 17, 2024in exchange for the Promissory Note dated December 17, 2024 (the “EVTV-2 Promissory Note”). The Promissory Notes 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. Prior to the Company’s entry into the Supplemental Agreement (as defined below), the Promissory Notes were initially set to mature on November 13, 2025and were 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 Company’s common stock on Nasdaq Stock Market LLC (“Nasdaq”) as reported by Bloomberg L.P. (“VWAP”) during thefive consecutive trading days immediately preceding the conversion date (butno* lower than the “floor price” then in effect, which was $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.
During thefirst quarter of2025, 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 the Company's common stock. As a result of this conversion,174,348 shares of the Company's common stock were issued at a weighted average price of $5.70. The principal balance of the EVTV-2 Promissory Note waszero on* September**30,* 2025.
During thefirst quarter of2025, the obligation under the EVTV-1 Promissory Note was partially satisfied through the conversion of the EVTV-1 Promissory Note into shares of the Company's common stock. As a result of this conversion,149,030 shares of the Company's common stock were issued at a weighted average price of $4.10. During thesecond quarter of2025, the obligation under the EVTV-1 Promissory Note was partially satisfied through the conversion of the EVTV-1 Promissory Note into shares of the Company's common stock. As a result of this conversion,56,144 shares of the Company's common stock were issued at a weighted average price of $2.38. The remaining principal balance of the EVTV-1 Promissory Note on* September30,* 2025, was $1,250,000.No conversion transacted under the EVTV-1 Promissory Note during thethird quarter of2025. As a result of these conversions, a realized gain of $4,145 was recognized for the EVTV-1 Promissory Note for thenine months ended* September30,* 2025.
The Company has elected to measure the Promissory Notes at fair value. In estimating the fair value of the Promissory Notes, a lattice model is applied. The required inputs include the current stock price, the term, the conversion price, the risk-free rate and volatility of the common stock. The Promissory Notes' fair values are classified as Level3 under the fair value hierarchy as provided by ASC820. As a result of this election, the Company recorded an unrealized gain of $0 and $762 for the EVTV-1 Promissory Note for thethree andnine months ended* September30,* 2025, respectively. The Company also recorded an unrealized gain of $0 and $350 for the EVTV-2 Promissory Note for thethree andnine months ended* September30,* 2025, respectively.
Supplemental Agreement to A&R SEPA
On* February 24, 2025,the Company entered into a supplemental agreement, dated February 24, 2025 (the “Supplemental Agreement”), with the Investor, which amends and supplements the A&R SEPA to: (i) provide for the advancement by the Investor to the Company, subject to the satisfaction of certain conditions as set forth in the Supplemental Agreement, of $5 million under the A&R SEPA (the “Additional Pre-Paid Advance”), to be evidenced by convertible promissory notes (the “Additional Promissory Notes”) intwo* tranches, (ii) amend the maturity date for the EVTV-1 Promissory Note to* March 9, 2026,*and (iii) amend the floor price for the EVTV-1 Promissory Note to $0.7130 per share.
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 maybe 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 thefive consecutive trading days immediately preceding the conversion date (butno* 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).
Thefirst tranche of the Additional Pre-Paid Advance was disbursed on* February 25, 2025in the principal amount of $3 million (with net proceeds to the Company of approximately $2.7 million after deducting discounts and fees) as evidenced by an Additional Promissory Note issued by the Company to the Investor on February 24, 2025 (the “EVTV-3 Additional Promissory Note”). During thethird* quarter of2025, 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 the Company's common stock. As a result of this conversion,692,589 shares of the Company's common stock were issued at a weighted average price of $2.47. The remaining principal balance of the EVTV-3 Additional Promissory Note on* September30,* 2025, was $1,600,000. A realized loss of $175,126 was recognized as a result of this conversion for thethree months ended* September30,* 2025.
Thesecond tranche of the Additional Pre-Paid Advance in the principal amount of $2 million (with net proceeds of approximately $1.8 million after deducting discounts and fees) was disbursed to the Company on* May 7, 2025 (the "EVTV-4 Additional Promissory Note"). During thesecond* quarter of2025, the obligation under the EVTV-4 Additional Promissory Note in the principal amount of $2 million was partially satisfied through the conversion of the EVTV-4 Additional Promissory Note into shares of the Company's common stock. As a result of this conversion,853,275 shares of the Company's common stock were issued at a weighted average price of $1.77. A realized loss of $80,909 was recognized as a result of this conversion for thethree months ended* June 30, 2025.During thethird* quarter of2025, 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 the Company's 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. A realized loss of $31,900 was recognized as a result of this conversion for thethree months ended* September30,* 2025.The principal balance of the EVTV-4 Additional Promissory Note waszero on* September30,* 2025.
The Company has elected to measure the Additional Promissory Notes at fair value. In estimating the fair value of the Additional Promissory Notes, a lattice model is applied. The required inputs include the current stock price, the term, the conversion price, the risk-free rate and volatility of the Company's common stock. The Additional Promissory Notes' fair values are classified as Level3 under the fair value hierarchy as provided by ASC820. As a result of this election, the Company recorded an unrealized gain of $29,133 and an unrealized loss of $415,367 for the EVTV-3 Additional Promissory Note for thethree andnine months ended* September30,* 2025, respectively. The Company also recorded an unrealized gain of $0 and $262,961 for the EVTV-4 Additional Promissory Note for thethree andnine months ended* September30,* 2025, respectively.
The following table depicts the future annual minimum payments of the Company's outstanding debt as of* September**30,* 2025:
| Amount | |
|---|---|
| Remainder of 2025 | $1,366,040 |
| 2026 | 1,509,323 |
| Total Payments | $2,875,363 |
| 6. | Stockholders’ Equity |
The Company has 5,000,000 authorized shares of its preferred stock, par value $0.00001 per share, on* September30,* 2025 and* December 31, 2024.There wasno outstanding shares of preferred stock on September30,* 2025 and* December 31, 2024.*
The Company has 350,000,000 authorized shares of its common stock, par value$0.00001 per share, of which 4,223,165 and 1,987,262 shares of the Company's common stock were outstanding on* September**30,* 2025 and* December 31, 2024,*respectively.
A&R SEPA
On* September 23, 2024,the Company entered into the Original SEPA, which was amended and restated pursuant to the A&R SEPA on October 31, 2024.Pursuant to the A&R SEPA, except for so long as there is a balance outstanding under the Promissory Notes and the Additional Promissory Notes and subject to certain limitations and conditions set forth therein, the Company has the right, butnot* the obligation, to sell to the Investor, and the Investor agreed to purchase from the Company, an aggregate amount of up to $25,000,000 of shares of the Company’s common stock at the Company's request, from time to time, until* November 1, 2027.See Note6* – Debt.
| 7. | Stock Warrants |
The Company’s outstanding warrants as of* September 30, 2025* are summarized as follows, and all were exercisable at that date.
| Number of Shares | Exercise Price | Remaining Contractual Life (years) | |
|---|---|---|---|
| Outstanding warrants expiring May 7, 2026 | 95,834 | $200.00 | 0.60 |
| Outstanding warrants expiring September 11, 2026 | 51,205 | $16.60 | 0.96 |
| Outstanding warrants at September 30, 2025 | 147,039 | ||
10
** December 2020Warrants
The warrants issued pursuant to a securities purchase agreement, dated as of* December 24, 2020,that the Company entered into with certain institutional and accredited investors and pursuant to which, among other things, the Company sold and issued, and the investors purchased, shares of the Company’s common stock and related warrants to purchase additional shares of the Company’s common stock in a series oftwo* closings, contain a call provision whereby the Company, after the13-month anniversary of the issuance date, and if the volume weighted average price of the common stock for such date exceedsfour times the exercise price of the warrants for20 consecutive trading days,* maycall the warrants that havenot* previously been exercised, and the warrant holders haveten trading days within which to exercise before the warrants* maybe cancelled. From among these warrants, warrants for 1,283 shares of common stock expired in2023,* warrants for 43,125 shares of common stock expired on* January 28, 2025,and warrants for 95,834 shares of common stock will expire on May 7, 2026.*
** September 2024Warrants
On* September 12, 2024,the Company entered into securities purchase agreements withfour* private investors with respect to the private placement of an aggregate of 51,205 shares of the Company’s common stock at a price of $16.60 per share and warrants to purchase up to an aggregate of 51,205 shares of the Company's common stock. The Company received aggregate gross cash proceeds from this private placement (exclusive of proceeds from any future exercise of the warrants) of $850,000. The warrants have a term oftwo years and are exercisable at any time after* September 16, 2024,at an exercise price of $16.60 per share. The warrants expire on September 11, 2026.*
| 8. | Stock Options and Restricted Shares |
The outstanding options at* September 30, 2025* consisted of the following:
| Weighted | |||
|---|---|---|---|
| Average | |||
| Remaining | |||
| Number of | Exercise | Contractual Life | |
| Shares | Price | (years) | |
| Outstanding at December 31, 2024 | 564,126 | ||
| Options Granted at $2.50 Exercise Price | 415,000 | $2.50 | |
| Options Expired at $26.50 Exercise Price | (277) | $26.50 | |
| Options Expired at $21.10 Exercise Price | (1,377) | $21.10 | |
| Options Expired at $24.40 Exercise Price | (10,000) | $24.40 | |
| Options forfeited at $26.50 Exercise Price | (222) | $26.50 | |
| Options Granted at $2.10 Exercise Price | 10,000 | $2.10 | |
| Outstanding at September 30, 2025 | 977,250 | ||
| Outstanding Options at $20.00 Exercise Price | 25,000 | $20.00 | 6.27 |
| Outstanding Options at $24.00 Exercise Price | 9,090 | $24.00 | 6.27 |
| Outstanding Options at $90.00 Exercise Price | 25,675 | $90.00 | 5.23 |
| Outstanding Options at $262.00Exercise Price | 675 | $262.00 | 2.57 |
| Outstanding Options at $21.00 Exercise Price | 58,850 | $21.00 | 7.78 |
| Outstanding Options at $21.10 Exercise Price | 136,460 | $21.10 | 8.47 |
| Outstanding Options at $26.60 Exercise Price | 2,500 | $26.60 | 8.37 |
| Outstanding Options at $15.00 Exercise Price | 80,000 | $15.00 | 1.30 |
| Outstanding Options at $27.50 Exercise Price | 200,000 | $27.50 | 1.35 |
| Outstanding Option at $17.60 Exercise Price | 10,000 | $17.60 | 8.74 |
| Outstanding Options at $14.90 Exercise Price | 2,000 | $14.90 | 8.74 |
| Outstanding Options at $22.00 Exercise Price | 2,000 | $22.00 | 8.73 |
| Outstanding Options at $2.50 Exercise Price | 415,000 | $2.50 | 9.50 |
| Outstanding Options at $2.10 Exercise Price | 10,000 | $2.10 | 8.25 |
| Outstanding at September 30, 2025 | 977,250 | ||
As of* September 30, 2025* 752,901 of the outstanding stock options were exercisable. Unrecognized compensation for unvested shares was $134,417 as of* September 30, 2025.*
On* March 10, 2025,the Compensation Committee (the "Compensation Committee") of the Company's Board of Directors (the "Board") granted the non-employee directors and certain executives and consultants options to purchase 415,000 shares of common stock at an exercise price of $2.50 per share, of which 385,000 of these options vested immediately upon grant and expire on thetenth anniversary of the grant date. The remaining 30,000 options vest on theone*-year anniversary of the grant date and expire on thetenth anniversary of the grant date.
On* May 21, 2025,*the Compensation Committee granted a consultant options to purchase 10,000 shares of common stock at an exercise price of $2.10 per share, all of which vested immediately upon grant and expire on thetenth anniversary of the grant date.
As of* September 30, 2025*, the outstanding stock options had intrinsic value of $0.
Performance Options
On* February 28, 2024,the Company issued options to an external party to purchase 200,000 shares of the Company's common stock at an exercise price of $27.50 per share, contingent upon achieving certain sales targets. On September30,* 2025, the sales targets werenot met and therefore,no compensation expense was recorded for thethree andnine months ended* September30,* 2025. The Company doesnot believe that the criteria will be met. These options expire on* February 5, 2027.*
11
| 9. | Related Party Transactions |
The Company has entered into lease agreements with SRI Professional Services, Incorporated (“SRI”), pursuant to which the Company leases equipment used in connection with the operation of its business (the “SRI Equipment Leases”). Phillip W. Oldridge, the Company’s Chief Executive Officer and Chairman of the Board, serves as an executive officer and a member of the board of directors of SRI. Two of the SRI Equipment Leases provide for the leasing oftwo vehicles that commenced on* January 1, 2020and the combined rent under such leases is $3,880 per month, and athird* SRI Equipment Lease provides for a trailer lease that commenced on* December 1, 2019,under which the rent is $3,891 per month. The total monthly payment obligation of the Company under the SRI Equipment Leases is $7,771. As a result of the SRI Equipment Leases, the Company recorded rent expense of $23,312 and $69,936 for thethree* andnine months ended* September**30,* 2025, respectively.
The Company has entered into a commercial lease agreement (the “ABCI Office Lease”) with Alpha Bravo Charlie, Inc. (“ABCI”) that commenced on* April 1, 2020,for the lease of office space in Porterville, California. The monthly rent for this facility is approximately $5,000. Phillip W. Oldridge, the Company’s Chief Executive Officer and Chairman of the Board, is a director of ABCI. The Company recorded rent expense of $15,000 and $45,000 for thethree* andnine months ended* September**30,* 2025, respectively, in connection with the ABCI Office Lease.
The Company incurred $37,500 and $75,000 for thethree andnine months ended* September**30,* 2025, respectively, of costs related to engineering consulting services from42Motorsports LTD, the owner of which is a sibling of the Company's Chief Executive Officer and Chairman of the Board.
The Company also expensed $131,000 and $221,000 for thethree andnine months ended* September30,* 2025, respectively, to Shell Castle LLC, an entity owned by Jason Maddox for services rendered as President and Interim Chief Financial Officer of the Company in lieu of wages. In addition, the Company also expensed $15,000 and $105,000 for thethree andnine months ended* September30,* 2025, respectively, to Met Consulting LLC, an entity owned by Elgin Tracy for services rendered as Chief Operating Officer of the Company in lieu of wages.
During thefirst quarter of2025, the Company engaged a consultant, Franklin Lim, to assist in its financial reporting and accounting process. At the end of thethird quarter of2025, the Company appointed the consultant as Vice President, Finance for the Company. The Company expensed $46,000 and $136,500 for thethree andnine months ended* September**30,* 2025, respectively, for these services.
All revenue earned for thethree andnine months ended* September**30,* 2025 by the Company's medical supplies segment was from Maddox Defense, Inc. ("Maddox Defense"), a company owned by Jason Maddox, President and Interim Chief Financial Officer of the Company, through a contract that Maddox Defense holds with athird party (that supplies medical gowns, among other things, to the federal government) that is fulfilled by Maddox Industries, a wholly-owned subsidiary of the Company..
The Company also maintains a procurement contract for electric vehicles and their components and accessories with EVTV Canada, a related party wherebyone of its officers holds a significant number of shares in the Company.
On* April 1, 2025,the Company entered into athree*-year sub-lease arrangement with Maddox Defense (with renewal options), an entity of which Jason Maddox, the President and Interim Chief Financial Officer of the Company, is the sole stockholder, to lease a facility in Houston, Texas for its medical supplies operations. See Note 11 - Leases for additional disclosures.
12
| 10. | Commitments and Contingencies |
Commitments
See Note11 - Leases for further information.
Contingencies
Except as set forth below, we know ofno material, existing or pending, legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There areno proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder of more than5% of our common stock, or any associate of any of the foregoing persons, is an adverse party or has a material interest adverse to our interest.
GreenPower Litigation
On* December 17, 2019,GreenPower Motor Company Inc., a public company incorporated under the laws of British Columbia (“GreenPower”), of which Phillip W. Oldridge, the Company’s Chief Executive Officer and Chairman of the Board, previously served as a senior officer and a member of its board of directors, filed a notice of civil claim, captioned GreenPower Motor Company Inc. v. Phillip Oldridge et al., ActionNo.* S-1914285, in the Supreme Court of British Columbia, against Phillip Oldridge, his trust, Envirotech Drive Systems, Inc. and certain other companies affiliated therewith. On* February 2, 2020,*the Company and the other companies affiliated therewith named in the notice of civil claim filed a response to the civil claim in which they denied certain of the allegations. Fact discovery, through document disclosure and examinations for discoveries, in this matter remains ongoing. The Company believes it has meritorious defenses against GreenPower's claims and intends to vigorously defend itself against those claims.
On or about* July 18, 2021,GreenPower and GP GreenPower Industries Inc. (collectively “the GreenPower entities”), filed a counterclaim against David Oldridge, Phillip Oldridge, the Company and other companies in Supreme Court of British Columbia ActionNo.* S207532. The pleadings in this lawsuit havenot closed and the Company intends to vigorously defend itself against the counterclaim.
On* February 8, 2022,GreenPower Motor Company, Inc., a Delaware corporation, and GreenPower Motor Company Inc., a Canadian corporation, filed a complaint captioned GreenPower Motor Company, Inc. v. Phillip Oldridge, et al., CaseNo.* 5:22-cv-00252 in the United States District Court for the Central District of California. The complaint’s allegations are centered around the same assertions in the pending Canadian litigation.
On* May 10, 2022,the Company, together with other defendants, filed a Motion to Dismiss and/or Stay the lawsuit in the United States District Court for the Central District of California pending the outcome of the Canadian litigation. The Court issued stay of this case pending resolution of parallel litigation in Canada between similar parties. GreenPower and defendants have agreed that the U.S. GreenPower case willnot* proceed while Canadian litigation is pending. The Company believes that it has meritorious defenses against the Greenpower entities' claims and intends to vigorously defend itself against such claims.
13
| 11. | Leases |
Operating leases
The Company has active operating lease arrangements for office space and warehouse facilities. The Company is typically required to make fixed minimum rent payments relating to its right to use the underlying leased assets. Although these leases have terms that are either month-to-month or terms that areone year or less (with renewal options), the Company concluded that the term renewal options are reasonably certain to be exercised, and the Company classified such leases as operating leases in accordance with the provisions of ASC842.
On* April 1, 2025,the Company entered into athree-year sub-lease arrangement with Maddox Defense (with renewal options), an entity of which Jason Maddox, the President and Interim Chief Financial Officer of the Company, is the sole stockholder, to lease a facility in Houston, Texas for its medical supplies operations. This lease is treated as an operating lease in accordance with the provisions of ASC842.* Therefore, the Company recognized operating lease liabilities with corresponding ROU assets based on the present value of the minimum rental payments of such leases.
On* March 28, 2023,the Company entered into an agreement with Berthaphil, Inc. ("Berthaphil") to sublease approximately 3,600 square yards of a warehouse building based in the Clark Freeport Zone in the Philippines (the “Berthaphil Sublease”). The term of the Berthaphil Sublease istwo years andtwo* months with a turnover date of* July 1, 2023 (the "turnover date") and a rental commencement of September 1, 2023.However, the warehouse building wasnot* available for use to the Company until the early part of thefourth quarter of2023. Therefore, the commencement date was deferred until thefourth quarter of2023, which is when the Company was given access to use the warehouse building. There was a grace period oftwo months for rental payments starting from the turnover date. The monthly rent for thefirst year is $15,000, escalating to $15,750 for thesecond year and $16,530 for the remaining term. In addition to the monthly rent, the Company is required to pay an additional 5% of the monthly rent as common area maintenance costs. The Berthaphil Sublease* maybe renewed for an additional period that is mutually agreed upon subject to certain terms and conditions. The Company intended to use the leased space as a production facility as it sought to expand its business presence in the region and the United States. The Company accounted for this lease as an operating lease under ASC842* and recorded an operating lease liability and a corresponding ROU asset for this lease. However, the Company decidednot to use this facility for its original intended purpose and recorded a full impairment on its ROU asset in* December 2024.*
On* July 1, 2024,*the Company entered into a month-to-month lease contract to lease a residence in Osceola, Arkansas for the purpose of housing certain of the Company's employees. The monthly lease cost is $3,000. This lease is treated as a short-term lease.
On* August 26, 2024,the Company entered into aone*-year lease contract to lease a location in Manalapan, New Jersey with the purpose of servicing the Company's New Jersey customers. The monthly lease cost is $2,900 and at the end of theone-year lease term, the lease converted into a month-to-month arrangement. This lease is treated as a short-term lease.
The Company's lease agreements donot provide an implicit borrowing rate. Therefore, the Company used a benchmark approach to derive an appropriate incremental borrowing rate. The Company benchmarked itself against other companies of similar credit ratings and comparable credit quality and derived an incremental borrowing rate to discount each of its lease liabilities based on the remaining lease terms.
14
Quantitative information regarding the Company’s leases is as follows:
| Three Months Ended · Nine Months Ended | ||||
|---|---|---|---|---|
| September 30, | September 30, | |||
| 2025 | 2024 | 2025 | 2024 | |
| Lease expenses | ||||
| Operating lease expenses | $99,863 | $89,240 | $238,038 | $267,803 |
| Short-term lease expenses | 30,076 | 33,774 | 127,649 | 66,831 |
| Total lease cost | $129,939 | $123,014 | $365,687 | $334,634 |
| Other information | ||||
| Cash paid for the amounts included in the measurement of lease liabilities for operating leases: | ||||
| Operating cash flows | $97,402 | $87,924 | $233,116 | $259,048 |
| Weighted-average remaining lease term (in years): | ||||
| Operating leases | 2.50 | 1.00 | 2.50 | 1.00 |
| Weighted-average discount rate: | ||||
| Operating leases | 14% | 14% | 14% | 14% |
Future minimum payments under operating leases are as follows:
| Remainder of 2025 | $311,210 |
| 2026 | 243,454 |
| 2027 | 253,192 |
| 2028 | 85,217 |
| Total payments | $893,073 |
| 12. | Segment Reporting |
The Chief Operating Decision Maker is the Chief Executive Officer, who reviews the segment operating results in order to allocate resources and assess performance.
The Company has identified three segments:
(1) Electric vehicles,
(2) Medical supplies, and
(3) Drones.
The electric vehicle segment consists of sales of commercial electric vehicles to customers. A significant portion of such sales are through state subsidized or funded programs. The medical supplies segment consists solely of sales to Maddox Defense, a related party based on an agreement to supply refurbished medical gowns on a cost-plus pricing arrangement. Through the Company's drone operations, it is also diversifying its portfolio of assets by engaging in the future production and supply of drones that will be used in the agricultural environment. Currently, activity within the drones segment is limited to start up expenses and research and development activities.
The table below summarizes the operating results of the Company's segments for thethree andnine months ended* September**30,* 2025:
| Electric vehicles · Medical Supplies · Drones · Total | ||||||
|---|---|---|---|---|---|---|
| Sales, net | $ | - | $1,812,461 | $ | - | $1,812,461 |
| Operating (Loss) Income | $(3,057,470) | $(2,994,693) | $(11,031) | $(6,063,194) | ||
| Interest income (expense), net | 21,979 | |||||
| Unrealized loss on financial instruments at fair value | (105,785) | |||||
| Realized loss on conversion of convertible notes | (207,027) | |||||
| Other expense | (3,530) | |||||
| Income tax expense | - | |||||
| Net loss | $(6,357,557) | |||||
| Electric vehicles · Medical Supplies · Drones · Total | |||||
|---|---|---|---|---|---|
| Sales, net | $348,063 | $3,101,993 | $ | - | $3,450,056 |
| Operating loss | $(19,581,724) | $(4,335,105) | $(677,665) | $(24,594,494) | |
| Interest income (expense), net | 33,035 | ||||
| Unrealized loss on financial instruments at fair value | (679,722) | ||||
| Realized loss on conversion of convertible notes | (283,791) | ||||
| Other expense | (15,703) | ||||
| Income tax expense | - | ||||
| Net loss | $(25,540,675) | ||||
| 13. | Subsequent Events |
The Company evaluates subsequent events that have occurred after the balance sheet date but before the consolidated financial statements are issued. There aretwo types of subsequent events: (1) recognized, or those that provide additional evidence with respect to conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements, and (2) non-recognized, or those that provide evidence with respect to conditions that didnot exist at the date of the balance sheet but arose subsequent to that date.
In* November 2025,Priority Workforce, which provides employee leasing services in the Company's medical supplies segment, petitioned the Company for an undisclosed amount related to outstanding unpaid invoices. Priority Workforce has transferred the leased employees to the Company at the time of filing. These unpaid invoices represent employee leasing services through October 31, 2025.The Company is in the process of negotiating with Priority Workforce to structure a payment plan overthree* to12 months and the Company believes that the negotiations will be settled in thefourth quarter of 2025.
15
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.