AZIO AI HOLDINGS, INC. 10-K

Item 8. Financial Statements and Supplementary Data INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm MaloneBailey, LLP (PCAOB Firm ID 206 ) 63 Report of Independent Registered Public Accounting Firm Der Vartanian & Associates Accty Corp 64 Consolidated Balance Sheets as of December 31, 2021 and 2020 65 Consolidated Statements of Operations for the years ended December 31, 2021 and 2020 66 Consolidated Statements of Stockholders’ Equity (Deficit) for the years ended December 31, 2021 and 2020 67 Consolidated Statements of Cash Flows for the years ended December 31, 2021 and 2020 68 Notes to Consolidated Financial Statements 69 62 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of Envirotech Vehicles, Inc. Osceola, Arkansas Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of Envirotech Vehicles, Inc. and its subsidiaries (collectively, the “Company”) as of December 31, 2021, and the related consolidated statements of operations, stockholders’ equity, and cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021, and the results of their operations and their cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ MaloneBailey, LLP www.malonebailey.com We have served as the Company’s auditor since 2021. Houston, Texas April 26 , 2022 6 3 Table of Contents INDEPENDENT AUDITOR’S REPORT To the Board of Directors and Stockholders of Envirotech Drive Systems Inc. We have audited the accompanying financial statements of Envirotech Drive Systems Inc., which comprise the balance sheet as of December 31, 2020, and the related statements of income, retained earnings, and cash flows for the year then ended, and the related notes to the financial statements. Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Envirotech Drive Systems Inc. as of December 31, 2020, and the results of its operations and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America. Related Party Transactions As discussed in Note 4 to the financial statements, the Company engaged related party entities in performing operations, as such our opinion is not modified with respect to that matter. Der Vartanian & Associates , Accountancy Corporation Los Angeles, CA February 05, 2021 6 4 Table of Contents ENVIROTECH VEHICLES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 31, 2021 December 31, 2020 ASSETS Current assets: Cash and cash equivalents $ 4,846,490 $ 136,222 Restricted cash 60,035 1,793,910 Marketable securities 8,002,700 — Accounts receivable 1,428,030 9,000 Inventory, net 3,850,541 — Inventory deposits 4,503,079 — Prepaid expenses 332,514 — Total current assets 23,023,389 1,939,132 Property and equipment, net 272,113 227,561 Goodwill 51,775,667 — Other non-current assets 236,639 242,025 Total assets $ 75,307,808 $ 2,408,718 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) Current liabilities: Accounts payable $ 238,464 $ 345,383 Accrued liabilities 1,280,020 2,382,660 Notes payable, net 31,788 — Total current liabilities 1,550,272 2,728,043 Long-term liabilities Other non-current liabilities 2,427 — Notes payable, net 13,245 152,835 Total liabilities 1,565,944 2,880,878 Stockholders’ equity (deficit): Preferred stock, 5,000,000 authorized, $ 0.00001 par value per share, none issued and outstanding as of December 31, 2021, and December 31, 2020 — — Common stock, 350,000,000 authorized, $ 0.00001 par value per share, 298,160,160 and 1 issued and outstanding as of December 31, 2021, and December 31, 2020, respectively 2,981 100 Additional paid-in capital 81,863,243 — Accumulated deficit ( 8,124,360 ) ( 472,260 ) Total stockholders’ equity (deficit) 73,741,864 ( 472,160 ) Total liabilities and stockholders’ equity (deficit) $ 75,307,808 $ 2,408,718 See accompanying notes to consolidated financial statements. 6 5 Table of Contents ENVIROTECH VEHICLES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS Year Ended December 31, 2021 2020 Sales $ 2,042,844 $ 88,735 Cost of sales 1,281,468 73,560 Gross profit 761,376 15,175 Operating expenses: General and administrative 8,238,530 355,231 Consulting 188,703 70,901 Research and development 58,139 — Total operating expenses, net 8,485,372 426,132 Loss from operations ( 7,723,996 ) ( 410,957 ) Other income (expense): Interest income (expense), net 4,412 ( 2,864 ) Gain on debt forgiveness, net of other expense 288,185 7,000 Total other income (expense) 292,597 4,136 Loss before income taxes ( 7,431,399 ) ( 406,821 ) Income tax recovery (expense) ( 220,700 ) 127,300 Net loss $ ( 7,652,100 ) $ ( 279,521 ) Net loss per share to common stockholders: Basic and diluted $ ( 0.03 ) $ ( 279,521 ) Weighted shares used in the computation of net loss per share: Basic and diluted 229,034,470 1 See accompanying notes to consolidated financial statements. 6 6 Table of Contents ENVIROTECH VEHICLES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) Common Stock Additional Paid-In Capital Accumulated Deficit Stockholders’ Equity (Deficit) Shares Amount Balance, December 31, 2019 1 $ 100 $ — $ ( 192,739 ) $ ( 192,739 ) Net loss — — — ( 279,521 ) ( 279,521 ) Balance, December 31, 2020 1 $ 100 $ — $ ( 472,260 ) $ ( 472,160 ) EVTDS common stock issued for cash 142,558,000 1,325 6,413,785 — 6,415,110 ADOMANI INC. common stock issued in Merger 112,675,558 1,127 55,737,252 — 55,738,379 Post-Merger common stock issued for cash 42,926,601 429 16,485,781 — 16,486,210 Offering costs netted against proceeds from common stock issued for cash — — ( 188,015 ) — ( 188,015 ) Stock based compensation — — 3,414,440 — 3,414,440 Net loss — — — ( 7,652,100 ) ( 7,652,100 ) Balance, December 31, 2021 298,160,160 $ 2,981 $ 81,863,243 $ ( 8,124,360 ) $ 73,741,864 See accompanying notes to consolidated financial statements. 6 7 Table of Contents ENVIROTECH VEHICLES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Year Ended December 31, 2021 2020 Cash flows from operating activities: Net loss $ ( 7,652,100 ) $ ( 279,521 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 70,279 17,670 Unrealized loss on marketable securities 4,673 — Provision for bad debt 303,879 — Stock based compensation expense 3,414,440 — Gain on debt forgiveness ( 290,520 ) — Changes in assets and liabilities: Accounts receivable ( 1,415,657 ) ( 196,750 ) Inventory ( 3,198,877 ) — Inventory deposits ( 4,503,079 ) — Prepaid expenses 693,375 — Other non-current assets 123,343 — Accounts payable ( 235,306 ) 80,454 Accrued liabilities ( 10,229 ) 1,904,480 Other non-current liabilities ( 240,976 ) — Net cash (used in), provided by operating activities $ ( 12,936,755 ) $ 1,526,333 Cash flows from investing activities: Purchase of property and equipment, net $ ( 27,958 ) $ ( 73,091 ) Investment in marketable securities ( 16,233,213 ) — Sale of marketable securities 8,210,000 — Cash acquired in merger 3,373,332 — Net cash (used in) investing activities $ ( 4,677,839 ) $ ( 73,091 ) Cash flows from financing activities: Proceeds from issuance of common stock $ 21,107,410 $ — Payments for deferred offering costs ( 188,015 ) — Principal advances from (repayments on) debt ( 328,408 ) 152,835 Net cash provided by financing activities 20,590,987 152,835 Net change in cash, restricted cash and cash equivalents 2,976,393 1,606,077 Cash, restricted cash and cash equivalents at the beginning of the period 1,930,132 324,055 Cash and cash equivalents at the end of the period $ 4,906,525 $ 1,930,132 Supplemental cash flow disclosures: Cash paid for interest expense $ 7,705 $ — Cash paid for income taxes $ 2,400 $ — See accompanying notes to consolidated financial statements. 6 8 Table of Contents ENVIROTECH VEHICLES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Organization and Operations Envirotech Vehicles, Inc. (“we,” “us,” “our” or the “Company”) is a provider of purpose-built zero-emission electric vehicles focused on reducing the total cost of vehicle ownership and helping fleet operators unlock the benefits of green technology. The Company serves commercial and last-mile fleets, school districts, public and private transportation service companies and colleges and universities to meet the increasing demand for light to heavy-duty electric vehicles. The Company’s vehicles address the challenges of traditional fuel price cost instability and local, state and federal regulatory compliance. On March 15, 2021, the Company completed its acquisition of Envirotech Drive Systems, Inc., a Delaware corporation (“EVTDS”), a supplier of zero-emission trucks, cargo vans, chassis and other commercial vehicles. The transaction was completed in accordance with an Agreement and Plan of Merger, dated February 16, 2021 (the “Merger Agreement”), by and among the Company, EVTDS and EVT Acquisition Company, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”). See Note 3. The Company was formerly known as ADOMANI, Inc. On May 26, 2021, the Company filed a Certificate of Amendment of Amended and Restated Certificate of Incorporation the Company with the Secretary of State of the State of Delaware to change its name from ADOMANI, Inc. to Envirotech Vehicles, Inc., effective as of May 26, 2021. 2. Summary of Significant Accounting Policies Basis of Presentation —The consolidated financial statements and related disclosures of EVTDS (see Note 3) as of December 31, 2021, which include the consolidated balance sheet accounts of Envirotech Vehicles, Inc. (formerly ADOMANI, Inc.) and subsidiaries, and for the fiscal period ended December 31, 2021, which include the consolidated results of operations of EVTDS for the entire annual period and include the consolidated results of operations of Envirotech Vehicles, Inc. (formerly ADOMANI, Inc.) and subsidiaries for the post-merger period March 16, 2021 through December 31, 2021. Principles of Consolidation —The acco mpa nying financial statements reflect the consolidation of the financial statements of EVTDS, its wholly-owned subsidiary Envirotech Drive Systems, Incorporated, and, from March 16, 2021 forward, the financial statements of Envirotech Vehicles, Inc., ADOMANI California, Inc., Adomani (Nantong) Automotive Technology Co. Ltd. (dissolved in December, 2021), ADOMANI ZEV Sales, Inc., Zero Emission Truck and Bus Sales of Arizona, Inc., and ZEV Resources, Inc. All significant intercompany accounts and transactions have been eliminated. Use of Estimates —The preparation of financial statem ent s 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. 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. Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No. 820, “Fair Value Measurement” 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 a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1: Observable inputs such as quoted prices in active markets; Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and 6 9 Table of Contents Level 3: Unobservable inputs that are supported by little or no market data and that require the reporting entity to develop its own assumptions. The Company d oes no t have any assets or liabilities that are required to be measured and recorded at fair value on a recurring basis. Revenue Recognition —The Company recognizes revenue from the sales of zero-emission electric vehicles and vehicle maintenance and inspection services. The Company recognizes revenue in accordance with ASC Topic 606, “Revenue from Contracts with Customers”, 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. At December 31, 2021, the Company did have a concentration of customers; four customers’ balances account for approximately 81 percent of the outstanding accounts receivable; for the year ended December 31, 2021, four customers accounted for approximately 63 percent of the annual revenue recorded. In applying ASC Topic 606, 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 also includes the sale of electric trucks and cargo vans. These sales represent a single performance obligation with revenue recognition occurring at the time title transfers. Transfer of title occurs when the customer has accepted the vehicle and signed the appropriate documentation acknowledging receipt. See discussion below related to vehicle maintenance revenue. The Company provides the option of financing (flooring) to Factory Authorized Representatives (“FARs”) for demo vehicles that are used in their selling process. Flooring agreements are made either expressly or implicitly and last no longer than one year with respect to specific vehicles, as payment for the vehicles is due in full before the first anniversary of the agreement, or upon sale by the FAR of the demo vehicle. The interest rate associated with the flooring agreement is agreed upon at the time of executing the FAR agreement. The Company has elected the practical expedient allowed by ASC Topic 606 where consideration does not need to be adjusted for financing components of the agreement. Other revenue for the year ended December 31, 2021 included performing basic vehicle maintenance and detailing, as well as safety inspections for compliance with United States Department of Transportation guidelines. These sales represent a single performance obligation with revenue recognition occurring at the time services are invoiced. These sales did no t exist in 2020; were approximately $ 118,000 for the year ended December 31, 2021, and will not recur in 2022. The Company has therefore not provided any additional disaggregation information, as all other revenue relates to the sale of vehicles as discussed above. Cash and Cash Equivalents —The Company considers all highly liquid investments purchased with an original or remaining maturity of three months or less to be cash equivalents. The recorded value of our restricted cash and cash equivalents approximates their fair value. The Company had $ 60,035 and $ 1,793,910 restricted cash at December 31, 2021 and 2020, respectively. The amount at December 31, 2021 relates to balances required by our bank to support certain minor activities. The amount at December 31, 2020 related to subscription agreements outstanding at that date that related to the Merger and was used to fund the Merger requirements. See Concentration of Credit Risk below in this Note. 70 Table of Contents 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 is not to liquidate them prior to the respective stated maturity date. At December 31, 2021, the aggregate amount of the Company’s investments in marketable securities was $ 8,002,700 . These securities had original maturity dates ranging from 143 days to 364 days, and at December 31, 2021, the remaining maturity dates on these securities ranged from 13 days to 167 days. There were no investments in marketable securities at December 31, 2020. Accounts Receivable and Allowance for Doubtful Accounts— 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 does not generally require collateral for its accounts receivable. The Company had trade accounts receivable of $ 1,428,030 and $ 9,000 as of December 31, 2021 and December 31, 2020, respectively. A significant portion of the Company’s sales are made to customers who qualify for state-sponsored grant programs which can cover a significant portion, up to most 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 dealer may take two to six months from the date of request before being received. The Company does not provide an allowance for doubtful accounts related to sales made utilizing state grant funds, as those funds are guaranteed by the state(s) once awarded. Because the trade accounts receivable balance at December 31, 2021 is from credit-worthy customers, many of whom are our Company’s FARs, and because the December 31, 2020 balance was collected subsequent to that date, no allowance has been recorded relative to the trade accounts receivable balance as of December 3 1 , 2021 or December 31, 2020. As discussed above, at December 31, 2021, four customers’ balances account for approximately 81 percent of the outstanding accounts receivable; for the year ended December 31, 2021, four customers accounted for approximately 63 percent of the annual revenue recorded. Inventory and Inventory Valuation Allowance — The Company records inventory at the lower of cost or net realizable value, and uses a First In, First Out (“FIFO”) accounting valuation methodology and establishes an inventory valuation allowance for vehicles that it does not intend to sell in the future. The Company had finished goods inventory on hand of $ 3,862,970 as of December 31, 2021 and recorded an inventory valuation allowance of $ 12,429 related to three vehicles that the Company does not intend to support in the future, resulting in a net inventory balance of $ 3,850,541 as of December 31, 2021. The Company had no finished goods inventory on hand and no related inventory valuation allowance as of December 31, 2020. Inventory Deposits— Certain of our vendors require the Company to pay upfront deposits before they will 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 Balance Sheet. 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 $ 4,503,079 and zero as of December 31, 2021, and December 31, 2020, respectively. Deposits paid to two vendors accounted for 96 percent of the deposits outstanding at December 31, 2021; one different vendor with an affiliation to the two vendors just mentioned accounted for approximately 85 percent of the cost of sales for the year ended December 31, 2021. 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. EVTDS previously recorded deferred tax benefits from net operating losses in current and prior periods. The Company, in light of the uncertainty of generating future taxable income against which those losses can be offset in order to realize such benefits, has determined that recording a valuation allowance to reduce the deferred income tax assets to the amount that is more likely than not to be realized is appropriate. In making such determinations, management considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial 71 Table of Contents operations. As of December 31, 2020, EVTDS did not recognize a full valuation allowance for all deferred tax assets. In March 2021, the Company recognized a full valuation allowance for all deferred tax assets, and as a result, recorded income tax expense of $ 218,300 for the year ended December 31, 2021. 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 December 31, 2021 and 2020, respectively, management did not 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. 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 December 31, 2021, 6,770,000 shares of the Company’s common stock were subject to issuance upon the exercise of stock options then outstanding and 28,597,994 shares of the Company’s common stock were subject to issuance upon the exercise of warrants then outstanding. There were no outstanding dilutive instruments at December 31, 2020. 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 maintains cash and short-term securities invested at Morgan Stanley Private Bank, National Association (“Morgan Stanley”). Between FDIC and the Securities Investor Protection Corporation (“SPIC”) coverage, funds up to $ 750,000 , which may include cash up to $ 500,000 , are insured. In addition, Morgan Stanley provides excess insurance acquired by them from SPIC for an additional $ 1.9 million in cash and unlimited per customer securities up to a $ 1 billion cap. The restricted cash reported by EVTDS as of December 31, 2020, combined with additional cash raised in 2021, was used to fund both the merger closing requirement of $ 5,000,000 to ADOMANI, Inc. (see Note 3) and to repay liabilities of EVTDS. The amount of restricted cash and corresponding unpaid current liabilities of EVTDS that is included in the consolidated balance sheet at December 31, 2021 is zero. During the year ended December 31, 2021, the Company’s bank required compensating balances for a subsidiary’s potential lease exposure and for the Company’s credit card limit, resulting in restricted cash of approximately $ 60,000 . 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 may not 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 was no impairment of long-lived assets, or property and equipment, as of December 31, 2021 and December 31, 2020, respectively. Goodwill— Goodwill represents the excess acquisition cost over the fair value of the net tangible and intangible assets acquired. Goodwill is not 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 than not reduce the fair value of a reporting unit below its carrying value. In testing for goodwill impairment, the Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances lead to a determination that it is more likely than not 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 is not more likely than not that the fair value 72 Table of Contents 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. A qualitative analysis is performed at the reporting unit level by comparing the estimated fair value of a reporting unit with its respective carrying value to determine the amount of impairment, if any. The Company has determined that it has one reporting unit, and based on both qualitative and quantitative analysis, it is management’s assessment at December 31, 2021 that $ 51,775,667 in goodwill related to the ADOMANI, Inc. and EVTDS Merger did not experience impairment. See Note 3. 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 $ 58,139 for the year ended December 31, 2021. No costs were incurred in 2020. Stock-Based Compensation —The Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, “Compensation-Stock 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 duri ng which services are rendered. Additionally, in June 2018 the FASB issued Accounting Standards Update (“ASU”) No. 2018-07, which simplified several aspects of accounting for nonemployee share-based payment transactions by expanding the scope of ASC Topic 718. The guidance is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2018. The Company implemented this change beginning in 2021, as it had no share-based payments to employees prior to the Merger. With respect to the options to purchase 440,000 shares of common stock issued on August 4, 2021 (see Note 9), non-cash stock-based compensation expense was $ 121,132 . An additional $3,293,308 was recorded related to the value of certain options assumed by the merged entity, bringing the total amount recorded for the year ended December 31, 2021 to $ 3,414,440 . Property and Equipment —Property and equipment are stated at cost, less accumulated depreciation and amortization. The Company provides for depreciation using the straight-line method over the estimated useful lives of the assets, which range from three to five 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. Leases —The Company accounts for leases as required by ASC Topic 842. The guidance requires companies to recognize leased assets and liabilities on the balance sheet and to disclose key information regarding leasing arrangements. Recent Accounting Pronouncements —Man agem ent has considered all recent accounting pronouncements issued, but not effective, and does not believe that they will have a significant impact on the Company’s financial statements. 3. Merger On March 15, 2021, the Company completed its acquisition of EVTDS, a supplier of zero-emission trucks, cargo vans, chassis and other commercial vehicles. The transaction was completed in accordance with the Merger Agreement, by and among the Company, EVTDS and Merger Sub. As a result of such transaction, Merger Sub was merged with and into EVTDS, with EVTDS surviving as a wholly owned subsidiary of the Company (the “Merger”). In accordance with the terms of the Merger Agreement, at the effective time of the Merger, each outstanding share of the common stock of EVTDS was automatically converted into the right to receive one share of the common stock of the Company . As a result of the Merger, the Company issued an aggregate of 142,558,001 shares of its common stock to the former EVTDS stockholders, which shares represented 73 Table of Contents approximately 56 % of the total issued and outstanding shares of common stock of the Company as of immediately following the effective time of the Merger. This exchange of shares and the resulting controlling ownership of EVTDS constitutes a reverse acquisition resulting in a recapitalization of EVTDS and purchase accounting being applied to ADOMANI, Inc. under ASC 805 due to EVTDS being the accounting acquirer and ADOMANI, Inc. being deemed an acquired business. This requires financial reporting from the Merger close date forward to reflect only the historic consolidated results of EVTDS and to include the consolidated results for Envirotech Vehicles, Inc. (formerly ADOMANI, Inc.) and subsidiaries from March 16, 2021 forward. The primary reasons EVTDS consummated the merger with ADOMANI, Inc. were the opportunity to immediately become a public company without the process of doing its own initial public offering, affording it the opportunity to more quickly raise capital (see Note 7) and provide liquidity options to its stockholders, at the same time acquiring the infrastructure required of a public company run by people experienced in investor relations and the public company regulatory compliance issues and filings required. In addition, since ADOMANI, Inc. had been the sole customer of EVTDS, the two management teams had experience working with each other and anticipated a smooth transition in addition to obtaining synergies, chief of which was a layer of profit required when 2 separate entities were involved in making and selling a vehicle that was immediately eliminated upon the Merger close, enabling the purchase price of vehicles to customers to be reduced. The combined entity also was able to exert more pressure on suppliers to reduce vehicle costs, which also supported the price reductions to customers. At December 31, 2020, EVTDS had subscription restricted cash of $ 1,793,910 on its balance sheet as a result of offering a restricted subscription agreement to the stockholders of Envirotech Electric Vehicles, Inc., a Canadian entity (“EVT Canada”), to have the right to purchase two shares of EVTDS for every one common share of EVT Canada they owned. The purpose of this subscription agreement was to raise the necessary capital to close the Merger and to provide working capital for EVTDS so that it could pay off certain liabilities and pay for ongoing expenses through the closing of the Merger. A corresponding liability account was also recorded as o f December 31, 2020. The total amount raised just prior to the Merger closing was $ 6,415,110 . At the closing of the Merger, EVTDS satisfied its obligation to deliver $ 5 million in cash to ADOMANI, Inc. and repaid the majority of the items discussed above. This number has decreased to zero in both categories as of December 31, 2021. EVTDS entered into an exclusive 50-year distribution agreement as of October 4, 2017 to become the sole USA distributor of EVT Canada. This agreement grants EVTDS the exclusive right in the United States to promote sales, including the right to use trademarks, trade names, service marks and logos and to obtain orders based on sales targets for orders. The agreement also provides that EVT Canada. may not independently appoint additional distributors. The Company obtained this agreement in the Merger. The following table presents the estimated allocation of the purchase price of the assets acquired and liabilities assumed for the acquisition by EVTDS of ADOMANI, Inc. via the reverse acquisition: Purchase Price Allocation of ADOMANI, Inc. Accounts receivable and other current assets $ 1,680,926 Property and equipment 86,873 Right of use asset 369,987 Other assets 59,510 Goodwill 51,775,667 Accounts payable and accrued expenses ( 820,389 ) Lease liability ( 369,987 ) Notes payable ( 417,540 ) Purchase price, net of $3,373,332 cash acquired $ 52,365,047 This allocation is based on management’s estimated fair value of the ADOMANI Inc. assets and liabilities at March 15, 2021. ADOMANI, Inc. assets were derived from a total value of $ 53,509,622 , based on 112,675,558 shares of common stock outstanding on March 15, 2021 and the closing price that day of $ 0.4749 per share. The fair value of certain of the stock options assumed by EVTDS in the Merger of $ 2,228,757 (see Note 9) was added to reach an adjusted value of 74 Table of Contents $ 55,738,379 . From that amount, total assets acquired of $ 5,570,628 (including a reduction in the carrying value of finished goods inventory of $ 26,400 to reflect fair value) was deducted, and total acquired liabilities of $ 1,607,916 were added, in order to arrive at the $ 51,775,667 of goodwill recorded, none of which will be deductible for future income tax purposes. The Company incurred approximately $ 415,472 in transaction costs related to the Merger, which were expensed. Since the closing of the Merger on March 15, 2021, primarily due to the fact that EVTDS brought no employees or sales people to the merged entity, and that sales and operating activities have been conducted on a company-wide basis, not on the basis of either EVTDS alone or the ADOMANI entities alone, other than nominal expense items related to EVTDS leases assumed in the Merger (see Notes 11 and 13), all accounting subsequent to the closing of the Merger has been and will continue to be done on a consolidated basis. The Company therefore is not able to segregate the operating results of operations between the formerly separate entities in the current periods. Unaudited Pro Forma Financial Information The following unaudited pro forma financial information presents the combined results of operations for the Company and gives effect to the Merger discussed above as if it had occurred on January 1, 2020 and on January 1, 2021. The pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of the results of operations for the years ended December 31, 2020 and 2021, respectively, that would have been realized if the Merger had occurred on January 1, 2020 or January 1, 2021, nor does it purport to project the results of the merged entity in future periods. The pro forma financial information does not give effect to any anticipated integration costs related to the merged entities. For the years ended December 31 Pro forma combined results of operations 2021 2020 Sales $ 1,740,255 $ 627,166 Net loss $ ( 10,296,024 ) $ ( 4,666,079 ) The adjustments for the year ended December 31, 2020 resulted in a reduction in sales of $ 79,735 and a $ 15 decrease in net loss. The adjustments for the year ended December 31, 2021 resulted in a reduction of sales of $ 319,000 and a $ 91,800 increase in net loss. Both sales adjustments resulted from sale of vehicles by EVTDS to ADOMANI, Inc. However, the actual loss for ADOMANI, Inc. for the period January 1, 2021 through March 15, 2021 that is included in this pro forma information included an adjustment to fully amortize the unamortized stock-based compensation expense related to outstanding stock options that fully vested at the closing of the Merger. This adjustment increased pro forma expenses, and therefore the pro forma net loss for the year ended December 31, 2021 by approximately $ 1,826,623 more than would otherwise have been recorded absent the consummation of the Merger. 4. Property and equipment, net Components of property and equipment, net consist of the following as of December 31, 2021 and 2020: December 31, 2021 December 31, 2020 Furniture and fixtures $ 41,799 $ — Leasehold improvements 28,112 30,166 Machinery & equipment 86,266 92,853 Vehicles 252,724 128,999 Test/Demo vehicles 15,784 — Total property and equipment 424,685 252,018 Less accumulated depreciation ( 152,572 ) ( 24,457 ) Net property and equipment $ 272,113 $ 227,561 75 Table of Contents Depreciation expense was $ 70,729 and $ 17,670 for the years ended December 31, 2021 and 2020, respectively. 5. Income Taxes The cumulative estimated net operating loss (“NOL”) carry-forward is $ 31,347,786 (including $ 745,047 for EVTDS through 2020) and $ 0 at December 31, 2021 and 2020, respectively. $ 16,955,180 of carry-forward may be carried forward indefinitely while $ 14,393,606 will expire by 2027 . EVTDS recognized a cumulative tax benefit of $ 218,300 on its financial statements through the year ended December 31, 2020, and therefore did not reserve the deferred tax asset. As mentioned in Note 2, that benefit has been reversed and recorded as income tax expense in the consolidated results of operations for the year ended December 31. 2021, effectively establishing a valuation allowance for it. Due to the enactment of the Tax Cuts and Jobs Act of 2017, the corporate tax rate for those tax years beginning with 2018 has been reduced to 21%. Therefore, the cumulative tax effect of the NOL carryforward at the expected rate of 21% comprising the Company’s net deferred tax amount is as follows: December 31, 2021 2020 Tax effected net operating loss $ 866,991 $ — Deferred tax asset attributable to: Net operating loss carryover 5,716,044 — Research and development tax credit carryforward 274,891 — Sub-total 6,857,926 — Valuation allowance ( 6,857,926 ) — Net deferred tax asset — — Cumulative NOL $ 31,347,786 $ — Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryover for federal income tax reporting purposes are subject to annual limitations. The net operating loss carry-forward includes the years 2012 through 2021 for the Envirotech Vehicles, Inc./ADOMANI, Inc. losses, and includes the years 2014 through 2020 for EVTDS, as the 2021 EVTDS loss is included in the consolidated Envirotech Vehicles, Inc. loss. Because a change in ownership occurred as a result of the Merger, net operating loss carryover will be limited as to use in future years. Federal tax returns for tax years since 2017 are still open for examination by the Internal Revenue Service. 6 . Debt As of December 31, 2 020 , EVTDS had a $ 150,000 loan outstanding payable to the U.S. Small Business Administration (“SBA”) under the Economic Injury Disaster Loan (“EIDL”) program administered by the SBA, which program was expanded pursuant to the Coronavirus Aid, Relief, and Economic Security Act of 2020 (the “CARES Act”). The EIDL loan was evidenced by a promissory note, with interest accruing on the outstanding principal at the rate of 3.75 % per annum. As of December 31, 2020 the principal and accrued interest on the EIDL loan was $ 152,835 , which was reflected on the consolidated balance sheets as long-term notes payable. In connection with the Merger (see Note 3), EVTDS repaid the loan and accrued interest in full in the amount of $ 153,668 . On May 6, 2020, ADOMANI, Inc. received $ 261,244 in loan funding from the Paycheck Protection Program (the “PPP”) established pursuant to the CARES Act and administered by the SBA. The unsecured loan (the “PPP Loan”) was evidenced by a promissory note of the Company, dated May 3, 2020 (the “PPP Note”) in the principal amount of $ 261,244 with Wells Fargo Bank, N.A. (“Wells Fargo”), the lender. The PPP provides for loans to be forgiven under certain circumstances if provisions are met. Under the terms of the PPP Note and the PPP, interest accrues on the outstanding principal at the rate of 1.0 % per annum. The term of the PPP Note is two years , though it may be payable sooner in connection with an event of default under the PPP Note. To the extent the loan amount is not forgiven under the PPP, the Company will be obligated to make equal monthly payments 76 Table of Contents of principal and interest beginning on November 1, 2020 through the maturity date of May 3, 2022 . The Company filed its forgiveness application on October 16, 2020 and was notified by Wells Fargo on January 6, 2021 that its PPP Loan had been approved internally for 100 % forgiveness, and had been forwarded to SBA for their approval. On May 26, 2021, Wells Fargo sent a letter to the Company at its former corporate office address which did not get forwarded to its new address. After inquiring of Wells Fargo why no decision had been made on the forgiveness of the loan, the Company was informed on August 23,2021 that its loan had been forgiven in May and that there was no balance due. Wells Fargo subsequently provided a copy of the May 26, 2021 letter to the Company. Accordingly, the $ 10,000 that was advanced as part of the Company’s application for the EIDL loan (see below) but was not required to be repaid in connection with the forgiveness of the PPP loan, was removed from current liabilities and reflected as miscellaneous income during the year ended December 31, 2021. On May 20, 2020 ADOMANI, Inc. received $ 150,000 in loan funding from the SBA under the EIDL program administered by the SBA, which program was expanded pursuant to the CARES Act. The EIDL loan was evidenced by a promissory note, dated May 17, 2020 (the “EIDL Note”) in the original principal amount of $150,000 with the SBA, the lender. Under the terms of the EIDL Note, interest accrues on the outstanding principal at the rate of 3.75 % per annum. The term of the EIDL Note is thirty years , though it may be payable sooner upon an event of default under the EIDL Note. Under the EIDL Note, the Company would have been obligated to make equal monthly payments of principal and interest beginning on May 18, 2022 through the maturity date of May 18, 2050. The EIDL loan and accrued interest in the amount of $ 154,817 was repaid without penalty on May 17, 2021. On June 15, 2021, the Company entered into an equipment financing agreement with Navitas Credit Corp. in connection with the purchase of certain inventory management software. The $ 63,576 loan is payable over twenty four months, beginning in July, 2021, with monthly payments of $ 2,648.99 . As of December 31, 2021, $ 31,788 is reflected on the consolidated balance sheet as current notes payable while $ 13,245 is classified as long-term notes payable. Effective May 2, 2018, ADOMANI, Inc. secured a line of credit from Morgan Stanley. Borrowings under the line of credit bear interest at 30 -day LIBOR plus 2.0 %. There is no maturity date for the line, but Morgan Stanley may at any time, in its sole discretion and without cause, demand the Company immediately repay any and all outstanding obligations under the line of credit in whole or in part. The line is secured by the cash and cash equivalents maintained by the Company in its Morgan Stanley accounts. Borrowings under the line may not exceed 95% of such cash, cash equivalents, and marketable securities balances. The maximum amount the Company could borrow at December 31, 2021, was approximately $ 10.4 million; there was no principal amount outstanding at that date. The line of credit and related interest expense was repaid in full on February 3, 2020. The line of credit is still available to the Company, but there is no current plan to borrow from it. 7 . Common Stock On March 15, 2021, in connection with the closing of the Merger, the Company issued 142,558,001 shares of its common stock to the former stockholders of EVTDS in exchange for their shares of EVTDS (see Note 3), increasing the total number of outstanding shares of common stock of the Company to 255,233,559 as of immediately following the closing of the Merger. On December 24, 2020, ADOMANI, Inc. entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional and accredited investors, whereby the Company agreed to sell, and the investors agreed to purchase, shares of common stock of the Company, and warrants (the “Warrants”) to purchase additional shares of the Company’s common stock (the “Financing”). The first closing of the Financing occurred on December 29, 2020. ADOMANI, Inc. raised net cash proceeds, net of offering costs, of approximately $ 5.3 million through the sale and issuance of 11,500,000 shares of its common stock at a purchase price equal to $ 0.50 per share and Warrants to purchase up to an aggregate of 77 Table of Contents 8,625,001 shares of its common stock at an exercise price of $ 0.50 per share. The share and Warrant amounts issued include 650,000 shares and 487,500 Warrants issued to the underwriter in lieu of paying $ 325,000 of fees in cash. Since this ADOMANI, Inc. activity occurred before the close of the Merger, it is not reflected in the EVTDS financial statements for the year ended December 31, 2020, but as stated above, is discussed here because it was primarily the source of the approximate $ 3.3 million cash acquired by EVTDS in the Merger that closed on March 15, 2021. See Note 3. The second closing of the Financing was completed on May 7, 2021, following the closing of the Merger (see Note 3) and the subsequent effectiveness of the Registration Statement on Form S-3 (File No. 333-255341) filed with the SEC on April 19, 2021, registering for resale the shares of the Company’s common stock sold, and the shares issuable under the Warrants issued, in connection with the Financing. At the second closing of the Financing, the Company raised aggregate net cash proceeds of $ 16,274,991 through the sale and issuance of an additional 38,333,333 shares of its common stock at a purchase price equal to $ 0.45 per share, and additional Warrants to purchase up to an aggregate of 19,166,667 shares of its common stock at an exercise price of $ 1.00 per share. The share and Warrant amounts issued include 2,166,666 shares and a Warrant to purchase 1,083,330 shares issued to the underwriter in lieu of paying $ 975,000 of fees in cash. In addition to the $ 16,274,991 cash equity proceeds discussed in the previous paragraph, the Company also received $ 211,219 cash equity proceeds from the exercise of various stock option agreements as discussed in Note 9.​​​​​​​ 8. Stock Warrants As a result of the Merger closing (see Note 3), as of March 15 , 2021, the Company had outstanding warrants to purchase an aggregate of 10,681,327 shares of common stock, 2,056,326 of which were exercisable. The warrants were previously issued by ADOMANI, Inc. and assumed in the Merger. Of the 10,681,327 outstanding at the Merger date, 1,250,000 expired unexercised on August 31, 2021. In connection with the second closing of the Financing discussed in Note 6, the Company issued additional warrants to purchase up to 19,166,667 shares of its common stock, all of which were exercisable as of December 31, 2021. The Company’s outstanding warrants as of December 31, 2021 is summarized as follows, and all were exercisable at that date (see Note 7 ): Number of Shares Exercise Price Remaining Contractual Life (years) Outstanding warrants expiring June 9, 2022 199,659 $ 6.00 0.46 Outstanding warrants expiring June 9, 2022 350,000 $ 5.00 0.46 Outstanding warrants expiring January 9, 2023 256,667 $ 3.75 1.03 Outstanding warrants expiring January 28, 2025 8,625,001 $ 0.50 4.00 Outstanding warrants expiring May 7, 2026 19,166,667 $ 1.00 4.35 Outstanding warrants on December 31, 2021 28,597,994 $ 0.96 4.14 The Warrants issued as part of the Purchase Agreement (see Note 6) contain a call provision whereby the Company, after the 13-month anniversary of the issuance date, and if the volume weighted average price of the common stock for such date exceeds four times the exercise price of the warrants for 20 consecutive trading days, may call the Warrants that have not previously been exercised, and the Warrant holders have ten trading days within which to exercise before the Warrants may be cancelled. As of December 31, 2021, the outstanding warrants have no intrinsic value.. 7 8 Table of Contents 9 . Stock Options As a result of the Merger closing (see Notes 2 and 3) there were 12,992,857 fully vested stock options outstanding at March 15 , 2021 that were previously issued by ADOMANI, Inc. and assumed in the Merger. The outstanding options at December 31, 2021 consisted of the following: Number of Shares Exercise Price Weighted Average Remaining Contractual Life (years) Outstanding EVTDS at December 31, 2020 — — — Options acquired in Merger 12,992,857 $ 0.29 4.61 Exercised ( 5,750,713 ) $ 0.12 Cancelled / Forfeited at $0.12 Exercise Price ( 67,144 ) $ 0.12 Cancelled / Forfeited at $0.45 Exercise Price ( 210,000 ) $ 0.45 Cancelled / Forfeited at $1.31 Exercise Price ( 195,000 ) $ 1.31 Subtotal, as follows: 6,770,000 Outstanding Options at $0.12 Exercise Price 1,000,000 $ 0.12 0.21 Outstanding Options at $0.45 Exercise Price 5,635,000 $ 0.45 8.20 Outstanding Options at $1.31 Exercise Price 135,000 $ 1.31 6.30 Outstanding at December 31, 2021 6,770,000 $ 0.42 6.98 On June 14, 2021, options to purchase 33,571 shares of common stock were exercised at a price of $ 0.12 per share, resulting in a payment to the Company of $ 4,029 . Also on June 14, 2021, options to purchase an aggregate of 67,144 shares of common stock with an exercise price of $ 0.12 per share, options to purchase 75,000 shares of common stock with an exercise price of $ 0.45 per share, and options to purchase 60,000 shares of common stock with an exercise price of $ 1.31 per share were forfeited by the former holder thereof, as they were not exercised prior to the expiration date specified with respect to such options. On June 25, 2021, options to purchase 358,571 shares of common stock were exercised by an officer of the Company at a price of $ 0.12 per share, resulting in a payment to the company of $ 43,029 . On July 23, 2021, options to purchase 358,571 shares of common stock were exercised by a former officer of the Company at a price of $ 0.12 per share, resulting in a payment to the company of $ 43,029 . On July 29, 2021, options to purchase an aggregate of 135,000 shares of common stock with an exercise price of $ 0.45 per share and options to purchase 135,000 shares of common stock with an exercise price of $ 1.31 per share were forfeited by the same former officer of the Company as they were not exercised prior to the 90th day following his resignation of employment. On August 4, 2021, the Company’s Compensation Committee granted Phillip W. Oldridge, the Company’s Chief Executive Officer and Chairman of the Board, and a member of its board of directors, options to purchase 440,000 shares of common stock at an exercise price of $ 0.2753 per share. The Committee determined that Mr. Oldridge would be immediately vested in the options granted. The options were valued using the Black-Scholes option-pricing model, resulting in fair market value of $ 121,132 for the options which expire on August 3, 2031. The assumptions used in the valuation of the options included an expected term of ten years, volatility of 172.40 %, and a risk-free interest rate of 1.56 %. Because these options were fully vested and 7 9 Table of Contents exercisable as of the grant date, the fair market value of $ 121,132 was recorded as stock-based compensation expense at the date of grant. Mr. Oldridge exercised these options on November 30, 2021. On December 7, 2021, options to purchase 5,000,000 shares of common stock were exercised by the former President and CEO of the Company at a price of $ 0.10 per share. The former officer elected to pay the $ 500,000 exercise price for the shares with shares, so was issued 3,402,555 shares. As of December 31, 2021, outstanding options had intrinsic value of $ 152,800 . 10 . Related Party Transactions The Company has entered into an engagement agreement (the “SRI Services Agreement”) with SRI Professional Services, Incorporated (“SRI”), pursuant to which the Company engaged SRI to provide certain services in connection with the day-to-day operations of the Company, including the issuing of invoices to customers and making payments on behalf of the Company with respect to month-to-month leases of facilities, vehicles and trailers under separate agreements between the Company and SRI, including the SRI Equipment Leases and the SRI Office Leases further described in the following paragraphs in this Note 10 , as well as Notes 1 1 and 13. The term of the SRI Services Agreement will continue for a period of three months unless earlier terminated by the parties in accordance therewith, and it is contemplated that an aggregate of $ 26,042 will be paid by the Company to SRI in consideration of the services rendered under the SRI Services Agreement. Phillip W. Oldridge, the Company’s Chief Executive Officer and Chairman of the Board, and a member of its board of directors, serves as an executive officer and a member of the board of directors of SRI. The Company has entered into lease agreements with SRI (the “SRI Equipment Leases”), pursuant to which the Company leases equipment used in connection with the operation of its business. The SRI Equipment Leases provide for the leasing of two vehicles that commenced on January 1, 2020 and the combined rent under such leases is $ 3,880 per month, and a separate 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 obligations of the Company under the SRI Equipment Leases is $ 7,771 . EVTDS has entered into a cancelable month-to-month lease with SRI (the “SRI Office Lease”), pursuant to which EVTDS has leased office and warehouse space in the Porterville, California area for a term that commenced on January 1, 2020 . The monthly rent under the SRI Office Lease is $ 910 . In addition to the SRI Services Agreement, the SRI Equipment Leases, and the SRI Office Lease, during the three months ended June 30, 2021, the Company purchased a heavy-duty pick-up truck and a trailer from SRI for $ 81,293 . The Company intends to use such equipment to transport its electric vehicles to and from customer demonstration sites and to and from equipment outfitters when the vehicles have custom bodies and accessories added for specific customers. 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 $ 2,800 . See Notes 11 and 13 . Phillip W. Oldridge, the Company’s Chief Executive Officer and Chairman of the Board, and a member of its board of directors, is a director of ABCI. During the three months ended June 30, 2021, the Company purchased two used automobiles from Mr. Oldridge for an aggregate purchase price of $ 33,250 . The Company purchased such vehicles from Mr. Oldridge for use by the Company’s employees for sales calls and other business purposes and are housed at the Company’s Corona, California, corporate offices. 80 Table of Contents In connection with the closing of the Merger in March 2021, the Company purchased two electric trucks from Mr. Oldridge for an aggregate purchase price of $ 128,000 . The purchase price for such vehicles was paid in full to Mr. Oldridge during the three months ended June 30, 2021. Prior to the closing of the Merger, Mr. Oldridge had permitted the vehicles to be used by the Company as customer demonstration vehicles for no cost. The purchase price of $ 64,000 per vehicle was less than the purchase price of $ 83,000 per vehicle that ADOMANI, Inc. had paid to EVTDS for similar vehicles in prior transactions. One of the vehicles purchased by the Company was subsequently sold to a customer of the Company in March 2021 and the second truck remains in the Company’s inventory at December 31, 2021. 1 1 . Commitments Operating Leases The Company has entered into the SRI Equipment Leases (see Note 10 ). Rent expense under the SRI Equipment Leases for the year ended December 31, 2021 was $ 93,247 , and was $ 99,247 for the year ended December 31, 2020, respectively. The Company has entered into the SRI Office Lease (see Note 10 ). Rent expense under the SRI Office Lease for the year ended December 31, 2021 was $ 24,711 , and was $ 10,920 for the year ended December 31, 2020, respectively. The Company has entered into the ABCI Office Lease (see Note 10 ). Rent expense under the ABCI Office Lease for the year ended December 31, 2021 was $ 30,800 , and was $ 25,200 for the year ended December 31, 2020. In February 2017, ADOMANI, Inc. signed a lease for storage space in Stockton, California to serve as a location to store vehicles and other equipment utilized for marketing and trade-show purposes. The lease is on a month-to-month basis and can be terminated by either party with 30 -days’ notice. The total amount due monthly is $ 1,000 . In October 2017, ADOMANI, Inc. signed a non-cancellable lease for its former corporate office space in Corona, California, to serve as its corporate headquarters. The lease was for a period of 65 months, terminating February 28, 2023 . The base rent for the term of the lease was $ 568,912 . The total amount due monthly is $ 7,600 at commencement and would have escalated to $ 10,560 by its conclusion had ADOMANI, Inc. remained a tenant. In November 2020, ADOMANI, Inc. vacated this space following staff reductions and moved remaining staff into the space discussed in the following paragraph. The Company ceased paying the rent on this facility after October 2020, but the expense was accrued. Two of the four suites covered by this lease were re-leased by the building management in March and April 2021, ending the Company’s obligation on those two suites. In June 2021, the landlord advised the Company that the remaining two suites were re-leased with a commencement date of September 1, 2021. On July 2, 2021, a resolution was reached with the landlord, whereby the parties mutually agreed to terminate the lease as of July 31, 2021 and the Company would be released from all obligations under the lease, in consideration of the Company’s agreement to pay the landlord an amount equal to $ 60,630 , representing the aggregate amount then owed to the landlord under the lease net of the Company’s $ 11,616 security deposit retained by the landlord, which amount was paid in full on July 2, 2021. See Note 13. In December 2019, ADOMANI, Inc. signed a lease for combined office space and warehouse location in Corona, California. The facility had been used to conduct research and development activity, stage materials, assemble and/or manufacture vehicles, perform pre-delivery inspections, test demo vehicles, and securely store vehicles, equipment, parts and finished goods vehicle inventories prior to November 2020 when ADOMANI, Inc. vacated its former corporate office space in Corona, California, and made such facility the new corporate office location in addition to its prior use. The lease is for a period of 36 months, commencing on January 1, 2020 , and terminating on December 31, 2022 . The base rent for the term of the lease was $ 495,720 , with $ 265 due per 81 Table of Contents month for fire sprinkler alarm monitoring and landscape maintenance. The base rent amount due monthly was $ 13,108 at commencement and will escalate to $ 13,906 by its conclusion. See Note 1 4 . On February 4, 2020, ADOMANI, Inc. signed a sublease agreement with Masters Transportation, Inc. (“Masters”) for Masters to occupy a portion of the Corona, California, facility that the Company occupied effective January 1, 2020 (see above). The effective date of the Masters’ sublease was February 1, 2020 , and it expires when the Company’s lease on the Corona, California facility expires on December 31, 2022 . Under the sublease, Masters is obligated to pay the Company monthly rent payments in an amount equal to $ 6,000 at commencement and thereafter escalating to $ 6,365 by its conclusion. See Note 1 4 . The Company’s total net rent expense for the year ended December 31, 2021 was $ 252,546 , respectively. The total net rent expense for the year ended December 31, 2020 was $ 154,425 . Other Agreements Effective January 1, 2017, the Company entered into an employment agreement with Michael Menerey, its Chief Financial Officer. The term of the employment agreement was five years and the agreement provides for an initial annual base salary of $ 200,000 . Effective January 1, 2020 , Mr. Menerey’s annual base salary was increased to $ 215,000 . On November 1, 2020, Mr. Menerey agreed to reduce his compensation to $ 150,000 indefinitely. Mr. Menerey retired on January 2, 2022. On December 31, 2021, the Company entered into employment agreements with Phillip W. Oldridge (the “Oldridge Agreement”), its Chief Executive Officer, and with Susan M. Emry (the “Emry Agreement”), its Executive Vice President. According to the Oldridge Agreement, effective as of March 1, 2021, Mr. Oldridge will receive an annual base salary of $ 300,000 , payable in semi-monthly installments consistent with the Company’s payroll practices. Mr. Oldridge will also receive participation in medical insurance, dental insurance, and the Company’s other benefit plans. Under the Oldridge Agreement, Mr. Oldridge will also receive an amount equal to five percent of the net income of the Company on an annual basis and will be eligible for a bonus at the sole discretion of the Company’s Board of Directors (the “Board”). The Oldridge Agreement also provides for an automobile monthly allowance of $ 1,500 . Mr. Oldridge’s employment shall continue until terminated in accordance with the Oldridge Agreement. If Mr. Oldridge is terminated without cause or if he terminates his employment for good reason, Mr. Oldridge will be entitled to receive (i) one-year of base salary, (ii) reimbursement of reimbursable expenses in accordance with the Oldridge Agreement, (iii) any bonus that would have been payable within the twelve months following the date of termination, and (iv) the value of any accrued and unused paid time off as of the date of termination. According to the Emry Agreement, effective on January 1, 2022, Mrs. Emry will receive an annual base salary of $ 200,000 and will be eligible for a bonus at the sole discretion of the Board. Mrs. Emry will also receive participation in medical insurance, dental insurance, and the Company’s other benefit plans. Mrs. Emry’s employment shall continue until terminated in accordance with the Emry Agreement. If Mrs. Emry is terminated without cause or if she terminates her employment for good reason, Mrs. Emry will be entitled to receive (i) one-year of base salary, (ii) reimbursement of reimbursable expenses in accordance with the Emry Agreement, and (iii) the value of any accrued and unused paid time off as of the date of termination. The following table summarizes the Company’s future minimum payments under contractual commitments, excluding debt, as of December 31, 2021: Payments due by period Total Less than one year 1 - 3 years 4 - 5 years More than 5 years Operating lease obligations $ 46,173 $ 46,173 $ — $ — $ — Employment contracts 2,500,000 500,000 1,500,000 500,0000 — Total $ 2,546,173 $ 546,173 $ 1,500,000 $ 500,000 $ — 8 2 Table of Contents 1 2 . Contingencies Except as set forth below, we know of no material, existing or pending, legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to our interest. 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, and a member of its board of directors, 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., Action No. S-1914285, in the Supreme Court of British Columbia, against Phillip Oldridge, his trust, EVTDS and certain other companies affiliated therewith. The notice of civil claim alleges that Mr. Oldridge breached certain fiduciary duties owed to GreenPower by working with certain parties in direct competition with and at the expense of GreenPower. GreenPower alleges that the Company conspired with Mr. Oldridge to build its business, competing products and unfairly compete with GreenPower. GreenPower seeks general damages, special damages and punitive damages, plus interest and costs against EVTDS. 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 and asserted that certain other facts were outside of their knowledge. Fact discovery, through document disclosure and examinations for discoveries, in this matter remain ongoing. We believe that the lawsuit is without merit and intend to vigorously defend the action. 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 Action No. S207532. The counterclaim alleges that David Oldridge, Phillip Oldridge, the Company and other companies committed the tort of abuse of process by causing 42 Design Works Inc., to commence a lawsuit against the GreenPower entities. Additionally, GreenPower entities also advanced claims against David Oldridge, Phillip Oldridge, the Company and other companies for conspiracy. The pleadings in this lawsuit have not closed and we intend to vigorously defend 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. Philip Oldridge, et al., Case No. 5:22-cv-00252 in the United States District Court for the Central District of California. The complaint names the Company and the following affiliated entities, officers, or directors: Phillip Oldridge, Envirotech Electric Vehicles Inc., Envirotech Drive Systems Incorporated US, Envirotech Drive Systems Incorporated Canada, Sue Emry, David Oldridge, S&P Financial and Corporate Services, Inc. GreenPower also named the Philip Oldridge Trust and a purported entity called EVT Motors, Inc., but has since dismissed those parties. The complaint alleges (i) RICO violations, (ii) conspiracy to commit RICO violations, (iii) breach of fiduciary duties, (iv) breach of an employment contract, (v) conversion of GreenPower property, (vi) violation of the Defend Trade Secrets Act, and (vii) violations of California’s Business and Profession Code. The complaint seeks an undisclosed amount of compensatory and punitive damages, injunctive relief to prevent the alleged anti-Competitive behavior, restitution for harm, an award of treble damages, and associate fees and costs. The complaint’s allegations are centered around the same assertions in the pending Canadian litigation. The Company has been served and its response to the Complaint is due May 10, 2022. We believe that the lawsuit is without merit and intend to vigorously defend the action. On August 23, 2018, a purported class action lawsuit captioned M.D. Ariful Mollik v. ADOMANI, Inc. et al., Case No. RIC 1817493, was filed in the Superior Court of the State of California for the County of Riverside against us, certain of our executive officers, Edward R. Monfort, the former Chief Technology Officer and a former director of ADOMANI, Inc., and the two underwriters of our offering of common stock under Regulation 83 Table of Contents A in June 2017. This complaint alleges that documents related to our offering of common stock under Regulation A in June 2017 contained materially false and misleading statements and that all defendants violated Section 12(a)(2) of the Securities Act, and that we and the individual defendants violated Section 15 of the Securities Act, in connection therewith. The plaintiff seeks on behalf of himself and all class members: (i) certification of a class under California substantive law and procedure; (ii) compensatory damages and interest in an amount to be proven at trial; (iii) reasonable costs and expenses incurred in this action, including counsel fees and expert fees; (iv) awarding of rescission or rescissionary damages; and (v) equitable relief at the discretion of the court. Plaintiff’s counsel has subsequently filed a first amended complaint, a second amended complaint, a third amended complaint, and a fourth amended complaint. Plaintiff Mollik was replaced by putative class representatives Alan K. Brooks and Electric Drivetrains, LLC. Alan K. Brooks was subsequently dropped as a putative class representative. On October 27, 2020, we answered the fourth amended complaint, generally denying the allegations and asserting affirmative defenses. On November 5, 2019, Network 1 and Boustead Securities (together the “Underwriters”) filed a cross-complaint against the Company seeking indemnification under the terms of the underwriting agreement the Company and the Underwriters entered for the Company’s initial public offering (the “Underwriting Agreement”). On December 10, 2019, the Company filed its answer to the Underwriters’ cross-complaint, generally denying the allegations and asserting affirmative defenses. Also on this date, the Company filed a cross-complaint against the Underwriters seeking indemnification under the terms of the Underwriting Agreement. On January 14, 2020, Mr. Monfort filed a cross-complaint against the Underwriters seeking indemnification under the terms of the Underwriting Agreement. On January 15, 2020, Mr. Monfort filed a cross-complaint against the Company seeking indemnification under the terms of the Company’s Amended and Restated Bylaws and Section 145 of the Delaware General Corporation Law. On February 18, 2020, we filed an answer to Mr. Monfort’s cross-complaint, generally denying the allegations and asserting affirmative defenses. On March 2, 2021, Electric Drivetrains filed its motion for class certification. On March 17, 2021, the court held a case management conference. At the case management conference, the court set a tentative schedule for class discovery and briefing on the motion for class certification. On June 2, 2021, Electric Drivetrains and ADOMANI filed a stipulation extending the deadline for class certification discovery proposing the following deadlines: close of class discovery on September 28, 2021; defendants’ opposition to the motion for class certification due on October 28, 2021; plaintiff’s reply in support of its motion due on November 29, 2021; a case management conference on December 13, 2021 to set a date for hearing on the merits of the motion for class certification. Electric Drivetrains settled its claims against Mr. Monfort. The Underwriters have reached settlements with Electric Drivetrains on the primary claims in this matter. All defendants are maintaining their cross claims against each other. On July 13, 2021, Electric Drivetrains’ counsel moved to be relieved as counsel and on August 23, 2021, the court granted this motion. Also on August 23, 2021, the Clerk of Court issued an order to show cause why the complaint should not be stricken and matter dismissed for failure to retain new counsel to Electric Drivetrains. On October 28, 2021, Electric Drivetrains filed a substitution of attorney, substituting J. Ryan Gustafson of Good Gustafson Aumais LLP as its new counsel. On December 10, 2021, the Court vacated the order to show cause. On January 20, 2022, Mr. Monfort dismissed his cross-complaint for indemnification against the Company. On March 28, 2022, Electric Drivetains forwarded its proposed Fifth Amended Complaint, in which it: i) drops certain class allegations; ii) adds certain state law claims (various violations of California Corporations Code), aider and abettor liability, and negligent misrepresentation, but leaves the remaining claims against defendants intact. Electric Drivetrains LLC has until April 11, 2022 to determine whether it will stipulate to the filing of the amended complaint. A status conference is scheduled for June 16, 2022. We believe that the lawsuit is without merit and intend to vigorously defend the action. On January 20, 2022, Mr. Monfort dismissed his cross-complaint for indemnification against the Company in the Mollik action. On April 8, 2022, the Company and Boustead Securities, LLC (“Boustead”) settled their respective cross-claims against each other in both the Mollik action and Brooks action (see below) in exchange for the Company paying fifty thousand dollars ($ 50,000 ) in cash and $ 125,000 (one hundred twenty five thousand dollars) in stock and mutual releases between parties. There are no longer any cross claims pending in the Mollik action. 84 Table of Contents On June 19, 2019, Alan K. Brooks, an ADOMANI investor, filed a complaint, captioned Alan K. Brooks v. ADOMANI, Inc., et al., Case No. 1-CV-349153 in the Superior Court of California for the County of Santa Clara, against the Company, certain of the Company’s executive officers and directors, two of the underwriters of the Company’s offering of common stock under Regulation A in June 2017, and certain of the underwriters’ personnel, among others. The complaint alleges that the Company and other defendants breached the terms of an agreement between Mr. Brooks and the Company by refusing to release 1,320,359 shares of ADOMANI, Inc. stock to Mr. Brooks. Mr. Brooks seeks damages of $ 13,500,000.00 plus interest and attorney’s fees. On September 20, 2019, Mr. Brooks filed his first amended complaint (“FAC”) reasserting his breach of contract claim and alleging five additional claims for (i) violations of Cal. Corp. Code Section 25401, (ii) fraud, (iii) negligent misrepresentation, (iv) elder abuse, and (v) unfair competition. We answered the FAC on November 12, 2019, generally denying the allegations in the FAC and asserting affirmative defenses. Fact discovery in this matter remains ongoing. On August 10, 2021, we filed a motion for summary judgement and dismissal of plaintiff’s FAC. The parties participated in two days of mediation with Mark LeHocky. Mr. LeHocky provided the parties with a mediator’s proposal. Both parties accepted the proposal and reduced the proposal to a written settlement agreement. Pursuant to the settlement agreement, the Company has agreed to pay plaintiffs $ 197,500 in cash and $ 197,500 in shares of common stock. In addition, the Company’s insurance carrier has agreed to pay plaintiffs $ 170,000 . On January 14, 2022, the parties filed a joint motion for an order approving the fairness of the terms of the settlement agreement. On March 7, 2022, the Court issued an Order approving the settlement and the parties are in the process of effectuating its terms. On April 5, 2022, the Company and Boustead resolved Boustead’s cross claim for indemnification in the Brooks action. This settlement is still subject to court approval. There are no further claims pending in the Brooks action and, if and when the Court approves the settlement, it should be dismissed. On February 3, 2020, the Company acquired substantially all the assets of Ebus in a foreclosure sale through a credit bid in the amount of $ 582,000 , representing the amount then owed by Ebus to the Company evidenced by a secured promissory note. Following the Company’s successful credit bid at the foreclosure sale, Ebus’s obligations under the note were extinguished and the Company was entitled to take possession of substantially all of the assets of Ebus. While the Company was able to take possession of some of the assets, Ebus prevented the Company from taking possession of all of the assets purchased at the foreclosure sale. As a result, on April 13, 2020, the Company filed a complaint captioned ADOMANI, Inc. v. Ebus, Inc., et al., in the Superior Court of California for the County of Los Angeles, Case No. 20ST CV 14275, against Ebus and certain of its insiders and affiliates seeking to recover the remainder of the assets and related damages. On January 14, 2021, a cross- complaint was filed against the Company by Ebus, Inc. and Anders B. Eklov for Unjust Enrichment and Conversion of Domain Name, seeking monetary damages and injunctive relief. A settlement agreement was entered into on March 15, 2022. 1 3 . Leases As of December 31, 2021, the Company is a party to nine operating leases. Four of these leases are office or warehouse leases; the remaining five are equipment leases (see Note 1 1 ). As disclosed in Note 2, the Company accounts for leases as required by ASC Topic 842. The Company has elected to apply the short-term lease exception to all leases of one year or less. As of December 31, 2021, this exception applies to the six EVTDS leases and to the ADOMANI Inc. Stockton, California lease, which are all month-to-month. In applying the guidance in ASC 842, the Company has determined that all current leases should be classified as operating leases. As a result of applying the guidance of ASC 842 to its former corporate office lease (see Note 10) entered into in 2017, the Company recognized an operating liability with a corresponding Right-Of-Use (“ROU”) asset of the same amounts based on the present value of the minimum rental payments of such lease. As of March 15, 2021, that balance was $ 131,622 . As of June 30, 2021, the ROU asset and related liability accounts were written off against each other due to the settlement of the outstanding amounts discussed in Note 11. 85 Table of Contents During the year ended December 31, 2020, the Company entered into an operating lease for warehouse space in Corona, California (see Note 10). As required by ASC 842, in conjunction with this lease, the Company recognized an operating liability with a corresponding Right-Of-Use (“ROU”) asset of the same amounts based on the present value of the minimum rental payments of such lease. As of March 15, 2021, the ROU asset had a balance of $ 238,365 . As of December 31, 2021, the ROU asset had a balance of $ 133,672 , which is included in other non-current assets in the consolidated balance sheet. Current liabilities relating to the ROU asset, which are included in accrued liabilities in the consolidated balance sheet, were $ 131,245 at December 31, 2021. Non-current liabilities relating to the ROU asset, which are included in other non-current liabilities in the consolidated balance sheet, were $ 2,427 as of December 31, 2021. As of December 31, 2021, the Company’s warehouse operating lease had a weighted-average remaining lease term of 1.0 year. See Note 1 1 . Quantitative information regarding the Company’s leases is as follows: Year Ended December 31, 2021 2020 Lease expenses Operating lease expenses $ 164,234 $ 0 Short-term lease expenses $ 88,312 $ 154,425 Total lease cost $ 252,546 $ 154,425 Other information Cash paid for the amounts included in the measurement of lease liabilities for operating leases: Operating cash flows $ 212,955 $ — Weighted-average remaining lease term (in years): Operating leases 1.03 — Weighted-average discount rate: Operating leases 14 % — 14. Subsequent Events On January 7, 2022, the Company’s Compensation Committee granted Phillip W. Oldridge, the Company’s CEO, options to purchase 3,000,000 shares of common stock at an exercise price of $ 0.10 per share and options to purchase 1.000,000 shares of common stock at an exercise price of $ 0.12 per share. The options vested immediately and expire on the tenth anniversary of grant. On January 7, 2022, the Company’s Compensation Committee granted Susan M. Emry, the Company’s Executive Vice President, options to purchase 2,000,000 shares of common stock at an exercise price of $ 0.10 per share and options to purchase 817,855 shares of common stock at an exercise price of $ 0.12 per share. The options vested immediately and expire on the tenth anniversary of grant. On February 28, 2022, the Company’s Compensation Committee granted Christian S. Rodich, the Company’s Chief Financial Officer, options to purchase 55,249 shares of common stock at an exercise price of $ 0.181 per share and options to purchase 22,222 shares of common stock at an exercise price of $ 0.45 per share. The options vest ratably at 1/60 th per month over five years and expire on the tenth anniversary of grant. On February 22, 2022, the Company announced Osceola, Arkansas as the site of its state-of-the-art manufacturing facility and new corporate offices. The Company has purchased an approximately 580,000 square foot facility. The total cost of the project will require an estimated investment of more than $ 80 million over five years , and includes the cost of the building, equipment, and other costs. The company was incentivized by the Arkansas Economic Development Commission, the ADEC, which included future tax incentives with an estimated value of approximately $ 27 million. 86 Table of Contents On March 15, 2022, options to purchase 1,000,000 shares of common stock were exercised by the former President and CEO of the Company at a price of $ 0.12 per share, resulting in a payment to the Company of $ 120,000 . Also on March 15, 2022, options to purchase an aggregate of 500,000 shares of common stock with an exercise price of $ 0.45 per share and options to purchase an aggregate of 135,000 shares of common stock with an exercise price of $ 1.31 per share were forfeited by the former executive, as they were not exercised prior to their expiration on March 15, 2022. Beginning April 1, 2022 the lease discussed above in Note 10 and Note 12 for the Corona, CA office and warehouse facility was assigned to Masters (see Note 10) through the end of the lease obligation at December 31, 2022. Masters’ sublease agreement with the Company was also terminated on April 1, 2022. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.