Envirotech Vehicles, Inc.
For the period ended Mar 31, 2026. Filed May 19, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 19, 2026
AZIO$0.51-23.2%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-20.
0001437749-25-035760
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-19.
0001437749-26-017803
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 96 previous paragraphs and 97 current paragraphs.
51 unchanged; 25 reworded; 21 added; 17 removed; 3 previous and 0 current paragraphs rearranged.
Tables are not compared: 1 previous and 1 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (21)
Current report
On April 29, 2026, we received a notice (the “Notice”) from the Listing Qualifications Department of Nasdaq notifying us that, because our stockholders’ equity was below $2,500,000 as reported on the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, we no longer meet the minimum shareholders’ equity requirement of $2,500,000 for continued listing on Nasdaq under Nasdaq Listing Rule 5550(b)(1).
Current report
Going Concern and Management’s Plan
Current report
Our unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. We sustained significant losses and negative cash flows from operations and are dependent on the overall improvement of our operating activities as well as debt and equity financing to fund operations. We incurred a net loss of $3,986,923 and $14,036,381 for the three months ended March 31, 2026 and 2025, respectively. Cash used in operating activities was $3,342,098 and $4,217,480 for the three months ended March 31, 2026 and 2025, respectively. Accumulated deficit was $116,575,383 and $112,588,460 as of March 31, 2026 and December 31, 2025, respectively.
Current report
As a result of these conditions, substantial doubt exists about our ability to continue as a going concern within one year after the filing of this Quarterly Report. The unaudited condensed consolidated financial statements included elsewhere herein do not include any adjustments that might be necessary if we were unable to continue as a going concern.
Current report
As more fully described above under "Debenture Financing," we closed the initial tranche of Debentures in the First Closing on March 6, 2026, resulting in net proceeds of approximately $3.8 million. We also closed the second tranche of Debentures in the second closing on May 7, 2026, resulting in net proceeds of approximately $5.8 million. We also plan to grow and expand our operations and seek additional sources of capital through either an additional debt or equity financial and to pursue acquisitions of cash flow generating assets or businesses. Although we have been successful in raising funds in the past, and expect to do so in the future, there are no guarantees that we will be able to raise funds as anticipated. In addition, there is no assurance that any such acquisition will be successful or that we will realize the anticipated benefits for such acquisition following the closing.
Current report
G&A expenses were $3,572,437 and $3,603,108 for the three months ended March 31, 2026 and 2025, respectively. G&A expenses decreased slightly by $30,671 primarily due to lower payroll and benefits of $39,590 as a result of restructuring activities in 2025, lower contract labor of $581,747 due to lower level of activities, lower taxes and licenses of $202,573, lower commissions paid of $200,000, lower stock-based compensation of $521,067 as no awards were granted in the first quarter of 2026, lower amortization expense of $222,500 as all amortizable intangibles were written-off in the third quarter of 2025, lower overall costs of $133,937 due to cost-cutting measures taken, partially offset by higher legal and accounting costs of $1,870,743 due to an SEC investigation and additional lawsuits filed against various parties as well outside accounting consultants employed to manage the accounting activities.
Current report
Consulting expenses were $0 and $46,511 for the three months ended March 31, 2026 and 2025, respectively.
Current report
Loss on conversion and changes in fair value of convertible notes
Current report
As of March 31, 2026, we had cash and cash equivalents of $2,013,817 and negative working capital of approximately $11,538,147. To date, we have financed our operations primarily through capital raises from issuing common stock. We believe that our existing cash and cash equivalents may not be sufficient to allow us to operate for the next 12 months due to our current and potential liabilities. We may need to raise additional capital through equity or debt issuances. If we are unable to raise additional capital, we may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations and reducing overhead expenses. We cannot provide any assurance that any new financing will be available on commercially acceptable terms, if at all, or will be completed on a timely basis. These conditions raise substantial doubt about our ability to continue as a going concern.
Current report
The accompanying unaudited condensed consolidated financial statements were prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The accompanying unaudited condensed consolidated financial statements do not include any adjustments that might be necessary if we were unable to continue as a going concern.
Current report
In February 2022, we moved into an approximately 580,000 square foot facility in Osceola, Arkansas. We plan to close this facility in 2026.
Current report
During 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, 1,416,116 shares of our common stock were issued at a weighted average price of $1.06. The remaining principal balance of the EVTV-1 Promissory Note at December 31, 2025, was $285,000. The remaining obligation was fully satisfied through the conversion of the EVTV-1 Promissory Note into shares of our common stock during the first quarter of 2026. As a result of this conversion, 529,096 shares of our common stock were issued at a weighted average price of $0.63.
Current report
We have 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 Level 3 under the fair value hierarchy as provided by ASC 820.
Current report
We have 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 our common stock. The Additional Promissory Notes' fair values are classified as Level 3 under the fair value hierarchy as provided by ASC 820.
Current report
Debenture Financing
Current report
On March 6, 2026, we entered into a securities purchase agreement (the “SPA”) with the Investor, pursuant to which the Company agreed to issue and sell to the Investor, and the Investor agreed to purchase, debentures (the “Debentures”) in the aggregate principal amount of $11,000,000 (the “Subscription Amount”) in two tranches with the purchase price of the Debentures in each tranche being equal to 96% of the Subscription Amount to be purchased. The closing of the initial tranche of Debentures occurred on March 6, 2026 (the “First Closing”), in which we issued Debentures in the aggregate principal amount of $4,000,000 (the “First Closing Debentures”) to the Investor. The closing of the second tranche of the remaining $7,000,000 in aggregate principal amount of the Debentures (the “Second Closing” and such Debentures, the “Second Closing Debentures”) occurred on May 6, 2026.
Current report
In addition, in connection with the First Closing, as a commitment fee for the transactions contemplated by the SPA, we issued to the Investor warrants to purchase up to 1,291,778 shares of our common stock at an exercise price of $0.01 per share (the “Warrants”). The Warrants are immediately exercisable and will expire 60 months from the date of issuance. The Warrants include customary adjustment provisions for stock splits, combinations and similar events.
Current report
The Debentures bear interest at a rate of 5.0% per annum, subject to a potential increase to 18.0% per annum upon the occurrence of certain events of default. The Debentures mature on March 6, 2027 (the “Maturity Date”). We will repay the outstanding principal of the Debentures in monthly installments of (i) $363,636 for the First Closing Debentures and (ii) $636,364 for the Second Closing Debentures, in each case, plus accrued and unpaid interest, in cash, beginning on the earlier of the 30th calendar day following
Current report
May 5, 2026, the date of effectiveness of our registration statement on Form S-1 to register the resale of the shares of common stock issuable upon exercise of the Warrants and additional shares of common stock issuable pursuant
Current report
to the A&R SEPA. Any outstanding principal amount of, and accrued and unpaid interest on, the Debentures as of the Maturity Date will be due and payable on the Maturity Date.
Current report
The Debentures provide us with an optional redemption right pursuant to which we, at any time, may redeem in cash, in whole or in part, all amounts outstanding under the Debentures prior to the Maturity Date. The redemption amount shall be equal to the outstanding principal balance of the Debentures being redeemed by us, plus all accrued and unpaid interest thereon as of such redemption date.
Removed paragraphs (17)
Previous report
For the nine months ended September 30, 2025 and 2024, we generated sales revenue of $3,450,056 and $1,623,260, respectively, and our net loss for the nine months ended September 30, 2025 and September 30, 2024 was $25,540,675 and $6,522,441, respectively. Included in our net loss for the nine months ended September 30, 2025 is a realized loss on conversion of convertible notes of $283,791, an unrealized loss on financial instruments measured at fair value of $679,722, a non-cash impairment charge of $10,103,048 for goodwill and a non-cash impairment charge on our intangible assets of $ 3,300,801.
Previous report
Included in our net loss for the nine months ended September 30, 2024 is a non-cash unrealized loss on financial instruments of $595,783.
Previous report
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 report
On August 6, 2025, we filed a certificate of amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect 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 report
On August 25, 2025, we received a letter from the Nasdaq Listing Qualifications Department confirming that we had regained compliance with the Minimum Bid Price Requirement.
Previous report
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 report
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 report
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 report
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 report
Impairment of Intangible Assets
Previous report
During the third quarter of 2025, we conducted an impairment test related to our intangible assets due to among other things, the business environment within the medical supplies segment. As a result of this test, we recorded a non-cash impairment charge of $3,300,801 for the three and nine months ended September 30, 2025.
Previous report
Realized loss on conversion of convertible notes
Previous report
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 report
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 report
In February 2022, we announced the planned acquisition of a manufacturing facility located in Osceola, Arkansas. The facility, comprising approximately 580,000 square feet, currently serves as our operational base and is intended to become our primary manufacturing site. While we commenced investment in the facility and operations are active under a lease structure, the underlying property transaction remains subject to final closing. We continue to work collaboratively with the City of Osceola to finalize terms related to site development, easements, and purchase conditions.
Previous report
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 report
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.
Reworded paragraphs (25)
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 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 U.S. Securities and Exchange Commission (the "SEC") on April 13, 2026. 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
Envirotech Vehicles, Inc., including its consolidated subsidiaries (the "Company"), is a United States distributor of zero-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. Beginning in January 2025, the Company operates under three segments: electric vehicles, medical supplies and drones.
Current wording
We are a United States distributor of zero-emission commercial vehicles and heavy capacity drones engineered for logistics, infrastructure, and precision agriculture applications worldwide. Our systems enable a cleaner, safer, and more efficient future for critical industrial operations. We operate under four segments: electric vehicles, medical supplies, AI data infrastructure and drones.
Previous 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.
Current wording
For the three months ended March 31, 2026 and 2025, we generated sales revenue of $2,248,621 and $590,567 respectively, and our net loss for the three months ended March 31, 2026 and 2025 was $3,986,923 and $14,036,381, respectively. Included in our net loss for the three months ended March 31, 2026 is a loss on conversion and changes in fair value of convertible notes of $108,800. Included in our net loss for the three months ended March 31, 2025 is a loss on conversion and changes in fair value of convertible notes of $283,793 and a non-cash impairment charge of $10,103,048 for goodwill.
Previous wording
The demand for our vehicles may be affected adversely from the Act due to significant reductions in electric vehicle credits made available to consumers. This may affect our future profitability.
Current wording
The demand for our vehicles may be affected adversely by the Act due to significant reductions in electric vehicle credits made available to consumers. This may affect our future profitability.
Previous wording
Tariffs imposed by the current administration may significantly affect demand for our vehicles or reduce our gross profits if we are unable to pass such tariffs to our customers. We are currently assessing the impact and will take appropriate action to minimize the impact of such tariffs on our electric vehicle strategy.
Current wording
Tariffs imposed by the Presidential administration may significantly affect demand for our vehicles or reduce our gross profits if we are unable to pass such tariffs to our customers. We are currently assessing the impact and will take appropriate action to minimize the impact of such tariffs on our electric vehicle strategy.
Previous 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:
Current wording
The following discussion compares our results of operations for thethree months ended March 31, 2026 to the corresponding period ended March 31, 2025:
Previous 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.
Current wording
Sales for the three months ended March 31, 2026 and 2025 were $2,248,621 and $590,567, respectively. Sales for the three months ended March 31, 2026 of our electric vehicle segment was $0. Sales of our medical supplies segment consisted of delivery of medical supplies totaling $2,248,621 to a related party. Sales for the three months ended March 31, 2025 of our electric vehicle segment were $373,130 and consisted primarily of two class 4 trucks and one cargo van. Sales of our medical supplies segment consisted of delivery of medical gowns totaling $217,437 to a related party.
Previous 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.
Current wording
Cost of sales for the three months ended March 31, 2026 and 2025 were $2,437,233 and $471,175, respectively. Cost of sales of our electric vehicles segment was $160,511 for the three months ended March 31, 2026 from the write-down of a portion of our U.S. Environmental Protection Agency ("EPA") fulfillment asset. Cost of sales of our medical supplies segment was $2,276,722 for the three months ended March 31, 2026. Cost of sales for our medical supplies segment was based on a cost-plus pricing structure to a related party. Cost of sales for the three months ended March 31, 2025 consisted of the costs related to the sale of the electric vehicles sold and the delivery of medical gowns as described above.
Previous 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.
Current wording
R&D expenses were $10,000 and $98,398 for the three months ended March 31, 2026 and 2025, respectively, as the level of activity decreased.
Previous 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.
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 months ended March 31, 2025.
Previous 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.
Current wording
We recorded a non-cash loss on conversion and changes in fair value of convertible notes of $106,997 for the three months ended March 31, 2026 and $283,793 for the three months ended March 31, 2025, on our financial instruments that we elected to measure at fair value.
Previous wording
The following table summarizes our cash flows from operating, investing, and financing activities for the nine months ended September 30, 2025 and 2024:
Current wording
The following table summarizes our cash flows from operating, investing, and financing activities for the three months ended March 31, 2026 and 2025:
Previous 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.
Current wording
Net cash used in operating activities for the three months ended March 31, 2026 was $3,342,098, primarily due to a net loss of $3,986,923, partially offset by changes in operating assets and liabilities, net of $448,283 and non-cash operating charges of $196,542. The changes in operating assets and liabilities, net were due to a decrease in EPA fulfillment asset of $160,511, an increase in accounts payable for $1,341,248 and an increase in accrued liabilities of $68,986, partially offset by an increase of $364,595 in other current assets, an increase in prepaid expenses of $112,654, and an increase in other non-current and right-of-use assets of $334,376, a decrease in EPA contract liability of $23,625, and a decrease in other liabilities of $42,330.
Previous 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.
Current wording
Net cash used in operating activities for the three months ended March 31, 2025 was $4,217,480, primarily due to a net loss of $14,036,381 and changes in operating assets and liabilities, net of $1,395,200, partially offset by non-cash operating charges of $11,214,101. The changes in operating assets and liabilities, net was due to an increase in receivable from related party of $202,663, and increase in miscellaneous receivable of $2,249,515 (related to certain fraudulent activities related to our banking operations and that was subsequently credited back to us), and increase in inventory deposits of $2,675,003 (primarily from deposits for our EPA grant program) and a decrease in other liabilities of $30,467, partially offset by a decrease in accounts receivable of $164,541, a decrease in inventory of $167,108, a decrease in prepaid expenses of $629,596, a decrease in other current and non-current assets of $55,751, an increase in accounts payable and accrued liabilities of $461,037 and an increase in deferred revenue of $2,284,415 (primarily related to our EPA grant program).
Previous 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.
Current wording
Net cash used in investing activities during the three months ended March 31, 2026 was $1,525,900, primarily from the purchase of property and equipment used in our current operations.
Previous 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.
Current wording
Net cash used in investing activities during the three months ended March 31, 2025 was $176,828, primarily from the purchase of property and equipment used in our current operations.
Previous 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.
Current wording
Net cash provided by financing activities during the three months ended March 31, 2026 was $6,522,849 primarily from proceeds from the issuance of issuance of common stock for $2,677,090, issuance of our Debentures (as defined below) for $3,815,000 and issuance of other debt for $109,061, partially offset by the repayment of other debt of $78,302.
Previous 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.
Current wording
Net cash provided by financing activities during the three months ended March 31, 2025 was $2,664,411, primarily due to proceeds from the issuance of our convertible notes of $2,850,500, partially offset by the repayment of other debt of $186,089.
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.
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. We opened our new corporate headquarters and manufacturing facility in 2025. As a result of this relocation, we incurred additional capital expenditure and one-time relocation costs.
Previous 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.
Current wording
On October 31, 2024, we entered into the Amended and Restated Standby Equity Purchase Agreement (the “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”).
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 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.
Current wording
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), 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 our 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 principal amount of $3 million (the “Pre-Paid Advance”) in exchange for our issuance to the Investor of convertible promissory notes (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 (the “EVTV-1 Promissory Note”), 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 “EVTV-2 Promissory Note”). The Promissory Notes accrued interest on the outstanding principal balance at an annual rate equal to 0%, which would 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 of default remained uncured. Prior to our entry into the Supplemental Agreement (as defined below), the Promissory Notes were initially set to mature on November 13, 2025 and were convertible at a conversion price equal to the lower of (i) $21.48 per share or (ii) 93% of the lowest daily volume weighted average price of our common stock on Nasdaq Stock Market LLC (“Nasdaq”) as reported by Bloomberg L.P. (“VWAP”) during the five consecutive trading days immediately preceding the conversion date (but no lower than the “floor price” then in effect, which was $3.58 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
On February 24, 2025, we entered into the Supplemental Agreement with the Investor, which amends and supplements the A&R SEPA to: (i) provide for the advancement by the Investor to us, subject to the satisfaction of certain conditions as set forth in the Supplemental Agreement, of the Additional Pre-Paid Advance in the principal amount of $5 million to be evidenced by the Additional Promissory Notes in two tranches, (ii) amend the maturity date for the EVTV-1 Promissory Note to March 9, 2026, and (iii) amend the floor price for the Note EVTV-1 to $0.7130 per share.
Current wording
On February 24, 2025, we 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 us, 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”) in two tranches, (ii) amend the maturity date for the EVTV-1 Promissory Note to March 9, 2026, and (iii) amend the floor price for the EVTV-1 Promissory Note to $0.7130 per share.
Previous wording
The Additional Promissory Notes accrue interest on the outstanding principal balance at an annual rate equal to 5%, which will increase to an annual rate of 18% upon the occurrence of an Event of Default (as defined in the Additional Promissory Notes) or a Registration Event (as defined in the Additional Promissory Notes) for so long as such event remains uncured. The Additional Promissory Notes will mature on March 9, 2026, which may be extended at the option of the Investor. The Additional Promissory Notes are convertible at a conversion price equal to the lower of (i) $10.00 per share or (ii) 93% of the lowest daily VWAP during the five consecutive trading days immediately preceding the conversion date (but no lower than the “floor price” then in effect, which is $0.7130 per share, subject to adjustment from time to time in accordance with the terms contained in the Additional Promissory Notes).
Current wording
The Additional Promissory Notes accrued interest on the outstanding principal balance at an annual rate equal to 5%, which would 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 remained uncured. The Additional Promissory Notes were scheduled to mature on March 9, 2026. The Additional Promissory Notes were convertible at a conversion price equal to the lower of (i) $10.00 per share or (ii) 93% of the lowest daily VWAP during the five consecutive trading days immediately preceding the conversion date (but no lower than the “floor price” then in effect, which is $0.7130 per share, subject to adjustment from time to time in accordance with the terms contained in the Additional Promissory Notes).
Previous wording
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.
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 an Additional Promissory Note issued by us to the Investor on February 24, 2025 (the “EVTV-3 Additional Promissory Note”). During 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, 2,134,613 shares of our common stock were issued at a weighted average price of $1.51. The remaining principal balance of the EVTV-3 Additional Promissory Note on December 31, 2025, was $50,000. The remaining obligation was fully satisfied through the conversion of the EVTV-3 Additional Promissory Note into shares of our common stock during the first quarter of 2026. As a result of this conversion, 94,657 shares of the our common stock were issued at a weighted average price of $0.53.
Previous wording
We do not have any contractual obligations for ongoing capital expenditures at this time. We do, however, purchase equipment necessary to conduct our operations on an as needed basis and will continue increasing those expenditures as we transfer assembly and corporate functions to the Houston, Texas facility.
Current wording
We do not have any contractual obligations for ongoing capital expenditures at this time. We do, however, purchase equipment necessary to conduct our operations on an as needed basis and will continue increasing those expenditures as deemed necessary in our business operations.
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
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 report — wording carried elsewhere
Unrealized loss on financial instruments at fair value
Previous report — wording carried elsewhere
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. The principal balance of the EVTV-2 Promissory Note was zero on September 30, 2025.