What changed in this filing

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Item 9A. Controls and Procedures

2023-09-25 compared with 2022-04-26 · 218 added, 244 removed, 397 unchanged (54% of the section changed)

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Evaluation of Disclosure Controls and Procedures

and 15d-15(e)

under the Securities Exchange Act of 1934, as amended (Exchange Act)) as of the end of the period covered by this Annual Report.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act)) as of the end of the period covered by this Annual Report.

Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures (a) were not effective to ensure that information that we are required to disclose in reports that we file or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and (b) include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

Management ’

s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

Section 404 of the Sarbanes- Oxley Act of 2002 (the “Sarbanes-Oxley Act”) requires that we evaluate and determine the effectiveness of our internal control over financial reporting and provide a management report on the internal control over financial reporting.

Once we are no longer either an “emerging growth company” or a smaller reporting company, such report must be attested to by our independent registered public accounting firm.

Once we are no longer either an “emerging growth company”

or a smaller reporting company, such report must be attested to by our independent registered public accounting firm.

The Sarbanes-Oxley Act also requires that our principal executive officer and principal financial officer conclude as to the effectiveness of our disclosure controls and procedures on a quarterly basis.

Based on such evaluation, our chief executive officer and chief financial officer concluded that, as of December 31, 2022, our disclosure controls and procedures (a) were not effective to ensure that information that we are required to disclose in reports that we file or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and (b) include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

In making such conclusion, our management determined that such deficiencies were determined to be material weaknesses that are primarily due to certain staff reductions and voluntary resignations we experienced beginning

in the fourth quarter of 2020 and continuing through the date of this filing.

During such periods and for all periods thereafter through the date of such determination, we increased our reliance on outsourced accounting help.

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This report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting.

Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to exemptions available to issuers that are non-accelerated

files or qualify as “emerging growth companies,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act.

Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to exemptions available to issuers that are non-accelerated files or qualify as “emerging growth companies,”

as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act.

Changes in Internal Control over Financial Reporting

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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table sets forth information regarding our executive officers and directors as of the date of this prospectus:

The following table sets forth information regarding our executive officers and directors as of the date of this report:

Executive Officers

Chief Executive Officer, Chairman of the Board and Director

Chief Financial Officer

Executive Vice President and Director

Executive Vice President, Corporate Secretary and Director

 Douglas M.

Chief Financial Officer and Treasurer

Melissa Barcellos (1)(2)(3)

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From November 2006 until January 2010, Mr.

Oldridge served as the Chief Executive Officer of Bus and Coach International, a manufacturer of busses and coaches.

Oldridge served as the Chief Executive Officer of Bus and Coach International, a manufacturer of buses and coaches.

Before that, Mr.

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Oldridge holds a Master of Business Administration from Richmond, the American University in London, from which he also received a Bachelor of Science degree.

Rodich, Chief Financial Officer

Rodich has served as our Chief Financial Officer since January 31, 2022.

Rodich has over 20 years of finance and accounting experience in a variety of industries.

From January, 2014 through October, 2021, Mr.

Rodich was employed by Masterbrand Cabinets, a provider of premier cabinetry;

from January, 2014 through May 2015 as Director of Corporate Accounting and Compliance and from May 2015 through October 2021 as Senior Director Commercial (Channel) Finance.

From October 2007 through December, 2013, Mr.

Rodich was Director of Internal Audit-North America for Smith & Nephew, a portfolio medical technology business with global operations.

He has prior experience as an Internal Audit Manager with Mueller Industries and as a Level-2

System Support with Pfizer.

Rodich is a licensed CPA in Tennessee, with experience as a Senior Internal Auditor at Thomas & Betts/Arthur Andsersen.

Rodich holds a BS in Business administration as well as a Master of Accountancy degree from the University of Tennessee.

Emry, Executive Vice President, Interim Chief Financial Officer, and Director

The Board believes that Mr.

Oldridge’s extensive senior executive management and board experience in private and public companies qualifies him to serve on the Board of Directors.

Emry, Executive Vice President, Corporate Secretary, and Director

Emry has served as our Executive Vice President since December 2021 and as a director since January 7, 2022.

Emry has over 30 years of experience in the transportation, vehicle manufacturing and

financial industries.

Emry has over 30 years of experience in the transportation, vehicle manufacturing and financial industries.

In April 2021, Ms.

Emry was appointed to serve as the Company’s Controller.

From 2017 until March 2021, Ms.

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From 1992 to 2020, Ms.

Emry held various roles of increasing responsibility with Michael Di Pietro, CPA, where she provided management advisory and tax preparation services primarily in the high-net-worth

client division.

Emry held various roles of increasing responsibility with Michael Di Pietro, CPA, where she provided management advisory and tax preparation services primarily in the high-net-worth client division.

The Board believes that Ms.

Emry’s extensive experience in transportation, vehicle manufacturing and financial industries experience qualifies her to serve on the Board of Directors.

Campoli, Chief Financial Officer and Treasurer

Campoli joined the Company as Chief Financial Officer since April 2023.

Prior to joining the Company, he was the Chief Financial Officer and Treasurer of Arcimoto, Inc., a publicly listed company that manufactures three-wheeled fun utility electric vehicles, from June 2015 to April 2023. He was the Founder of Strategic Financial Consulting from February 2013 to June 2015, providing financial consulting services for startup and existing businesses.

From September 2012 to September 2013, Mr.

Campoli was Chief Financial Officer of ManaFuel, bringing energy independence to Pacific Island Nations.

From May 2007 to February 2011, he was Chief Financial Officer of GarageGames.com, Inc.

From 2004 to May 2007, Mr.

Campoli was Chief Financial Officer of SeQuential Biofuels, Inc.

Prior to 2004, he held various financial positions at Genuity Inc.

(previously GTE Internetworking), and AT&T Paradyne Corp.

Campoli is a Certified Cash Manager and holds a B.S.

in Business and Finance from the University of South Florida and an M.B.A.

with a concentration in Finance from the University of Tampa.

Non-Employee Directors

Melissa Barcellos, Director

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Barcellos received a Bachelor of Commerce in Marketing and General Business from the University of Northern British Columbia, a Post Graduate Certificate in Economic Development from the University of Waterloo, and a Post Graduate Certificate in Real Property Valuation from the Sauder School of Business of the University of British Columbia.

Based on these qualifications, the Board believes that Ms.

Barcellos is qualified to serve on the Board of Directors.

Michael Di Pietro, Director

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Since July 2018, Mr.

Di Pietro has served on the board of directors of Cathedral High School, a private, college preparatory Catholic all-boys

school located in Los Angeles, California, where he is currently the chair of the finance committee.

Di Pietro has served on the board of directors of Cathedral High School, a private, college preparatory Catholic all-boys school located in Los Angeles, California, where he is currently the chair of the finance committee.

Di Pietro also previously served as a Director of Chino Commercial Bank, a community bank located in Chino, California, from April 2012 until April 2019.

Di Pietro holds a Bachelor of Arts degree in Accounting from the University of South Florida, a Master of Arts in Accounting from the University of Notre Dame, and a Master of Divinity and Biblical Studies from Fuller Theological Seminary.

Dixon, Director

Dixon has served as a director since April 2021.

Dixon is a partner at the law firm Givens Pursley LLP, a position he has held since October 2015, and where he currently serves as a co-chair

of the firm’s litigation group.

Prior to joining Givens Pursley, Mr.

Dixon was a partner at the law firm of Stoel Rives LLP from July 2005 to October 2015.

Dixon holds a Bachelor of Science in Political Science from Boise State University and received his Juris Doctorate from Willamette University College of Law.

Based on these qualifications, the Board believes that Mr.

Di Pietro is qualified to serve on the Board of Directors.

Terri White Elk, Director

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White Elk received a Bachelor of Arts degree in Political Science from Arizona State University.

Based on these qualifications, the Board believes that Ms.

White Elk is qualified to serve on the Board of Directors.

Board Composition and Filling Vacancies

Currently, our board of directors consists of six directors.

Currently, our board of directors consists of five directors.

The authorized number of directors may be changed only by resolution of our board of directors.

Our amended and restated certificate of incorporation provides that our board of directors is divided into three classes, with each class holding office for a three-year

Our amended and restated certificate of incorporation provides that our board of directors is divided into three classes, with each class holding office for a three-year term.

This classification of our board of directors may have the effect of delaying or preventing changes in control of our company or management.

Each director serves until such director’s successor is duly elected and qualified or such director’s earlier resignation, death or removal.

Our board of directors is responsible for our business and affairs and considers various matters that require its approval.

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Our board of directors has undertaken a review of the independence of each director.

The OTCQX tier of the OTC Market, on which our common stock is quoted, does not have any director independence requirements.

For purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 5605(a)(2).

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Di Pietro and Mmes.

Barcellos and White Elk do not have a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or responsibilities and that each of these directors is “independent” as that term is defined under the NASDAQ Listing Rules.

Board Leadership Structure and Board’s Role in Risk Oversight

as that term is defined under the NASDAQ Listing Rules.

Board Leadership Structure and Board ’

s Role in Risk Oversight

The Chairman of our board of directors is Phillip W.

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Our board of directors is generally responsible for the oversight of corporate risk in its review and deliberations relating to our activities and, either as a whole or through its committees, regularly liaises with management to assess and manage our major risk exposures, the potential impact of such risks on our business and the steps we should take to mitigate or manage such risks.

Our board of directors’ risk oversight process complements and supplements management’s risk assessment and mitigation processes, which include reviews of strategic and operational planning, executive development and evaluation, regulatory and legal compliance, and financial reporting and internal controls.

Our board of directors’

risk oversight process complements and supplements management’s risk assessment and mitigation processes, which include reviews of strategic and operational planning, executive development and evaluation, regulatory and legal compliance, and financial reporting and internal controls.

The risk oversight process also includes receiving reports from committees of our board of directors and members of senior management to enable our board of directors to understand our risk identification, management and mitigation strategies with respect to areas of potential material risk.

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(1) financial and (2) product commercialization.

The Audit Committee oversees management of financial risks and communications with our independent registered public accounting firm regarding our risk exposures and the actions management has taken to limit, monitor or control such exposures, and our board of directors regularly reviews information regarding our cash position, liquidity an operations, as well as the risks associated with each.

The Audit Committee oversees management of financial risks and communications with our independent registered public accounting firm regarding our risk exposures and the actions management has taken to limit, monitor or control such exposures, and our board of directors regularly reviews information regarding our cash position, liquidity and operations, as well as the risks associated with each.

Our board of directors also regularly reviews plans, results and potential risks related to our product development and commercialization efforts.

Compensation Committee is expected to oversee risk management as it relates to our compensation plans, policies and practices for all employees including executives and directors, particularly whether our compensation programs may create incentives for our employees to take excessive or inappropriate risks, which could have a material adverse effect on us.

Our Compensation Committee is expected to oversee risk management as it relates to our compensation plans, policies and practices for all employees including executives and directors, particularly whether our compensation programs may create incentives for our employees to take excessive or inappropriate risks, which could have a material adverse effect on us.

Our Nominating and Corporate Governance Committee manages risks associated with the independence of the Board, corporate disclosure practices and potential conflicts of interest.

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Our board of directors has determined that Mr.

Di Pietro is an “audit committee financial expert” as defined by the regulations promulgated by the SEC and within the meaning of the NASDAQ Listing Rules.

Di Pietro is an “audit committee financial expert”

as defined by the regulations promulgated by the SEC and within the meaning of the NASDAQ Listing Rules.

Our Audit Committee is responsible for, among other things:

appointing, compensating, retaining and overseeing our independent registered public accounting firm;

approving the audit and non-audit

services to be performed by our independent registered public accounting firm;

approving the audit and non-audit services to be performed by our independent registered public accounting firm;

reviewing, with our independent registered public accounting firm, all critical accounting policies and procedures;

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Compensation Committee

Our Compensation Committee currently consists of Messrs.

Di Pietro and Dixon, and Mmes.

Our Compensation Committee currently consists of Mr.

Di Pietro and Mmes.

Barcellos and White Elk (Chairperson).

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Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee currently consists of Mmes.

Barcellos (Chairperson), White Elk, Mr.

Di Pietro, and Mr.

Our Nominating and Corporate Governance Committee currently consists of Ms.

Barcellos (Chairperson) and Mr.

The Nominating and Corporate Governance Committee operates under a written charter, which is available on our website at www.evtvusa.com.

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his or her reputation in the business community;

the interplay of the candidate’s experience with the experience of other members of our board of directors;

the availability of such candidate to perform all responsibilities that will be expected of them as a member of our board and any committees;

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The Nominating and Corporate Governance Committee reviews and assesses at least annually the skills and characteristics of the members of our board of directors, as well as the composition of our board of directors as a whole.

The Nominating and Corporate Governance Committee’s assessment includes a review of our directors’ respective independence qualifications, skills and experience in the context of the needs of our board of directors.

The Nominating and Corporate Governance Committee’s assessment includes a review of our directors’

respective independence qualifications, skills and experience in the context of the needs of our board of directors.

Additionally, the Nominating and Corporate Governance Committee considers diversity of experience at policy-making levels in business and technology, and in areas that are relevant to our activities.

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In assessing the composition of our board of directors, the Nominating and Corporate Governance Committee considers the current and anticipated needs of our board of directors, and seeks to maintain an appropriate balance of different business backgrounds, skills and expertise based on the nature and requirements of our business.

In evaluating potential director candidates, the Nominating and Corporate Governance Committee considers all relevant information regarding such candidates, including the membership criteria stated above, and whether such candidates would meet the Nominating and Corporate Governance Committee’s objectives for the overall composition of our board of directors, as well as the candidates’ ability and willingness to devote adequate time to the related responsibilities.

ability and willingness to devote adequate time to the related responsibilities.

When appropriate, the Nominating and Corporate Governance Committee will recommend qualified candidates for nomination by our entire board of directors.

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We intend to disclose any amendments to our code of business conduct and ethics, or waivers of its requirements, on our website or in filings under the Exchange Act, to the extent required by applicable rules and exchange requirements.

Board Leadership Structure and Board’s Role in Risk Oversight

The Chairman of our board of directors is Phillip W.

The Chairman has authority, among other things, to preside over meetings of our board of directors and set the agenda for meetings of our board of directors.

Accordingly, the Chairman has substantial ability to shape the work of our board of directors.

Because of the addition of the independent members of our board of directors, we currently believe that separation of the roles of Chairman and Chief Executive Officer is not necessary to ensure appropriate oversight by of our board of directors of our business and affairs.

However, no single leadership model is right for all companies and at all times.

Our board of directors recognizes that depending on the circumstances, other leadership models, such as the appointment of a lead independent director, might be appropriate.

Accordingly, our board of directors may periodically review its leadership structure.

In addition, of our board of directors will hold executive sessions in which only independent directors are present.

Our principal sources of risk fall into two categories:

(1) financial and (2) product commercialization.

The Audit Committee oversees management of financial risks and communications with our independent registered public accounting firm regarding our risk exposures and the actions management has taken to limit, monitor or control such exposures, and our board of directors regularly reviews information regarding our cash position, liquidity and operations, as well as the risks associated with each.

Our board of directors also regularly reviews plans, results and potential risks related to our product development and commercialization efforts.

Our Nominating and Corporate Governance Committee manages risks associated with the independence of the Board, corporate disclosure practices and potential conflicts of interest.

While each of our committees is responsible for evaluating certain risks and overseeing the management of such risks, our entire board of directors is regularly informed about such risks and matters involving significant risk are considered by our board of directors as a whole.

EXECUTIVE COMPENSATION

As an emerging growth company, we have opted to comply with the executive compensation disclosure rules applicable to “smaller reporting companies,” as such term is defined in the rules promulgated under the Securities Act.

We have opted to comply with the executive compensation disclosure rules applicable to “smaller reporting companies,”

as such term is defined in the rules promulgated under the Securities Act.

The following tables and accompanying narrative disclosure set forth information about the compensation provided to certain of our executive officers during the years ended December 31, 2022 and 2021.

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Oldridge, our Chief Executive Officer;

Emry, our Executive Vice President and Interim Chief Financial Officer;

Menerey, our former Chief Financial Officer, Secretary and Treasurer.

We refer to these individuals in this section as our “Named Executive Officers.”

Emry, our Executive Vice President;

Rodich, our former Chief Financial Officer.

We refer to these individuals in this section as our “Named Executive Officers.”

Summary Compensation Table

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Chief Executive Officer

Executive Vice President and Interim Chief Financial Officer

Executive Vice President

Former Chief Financial Officer

The amounts shown in this column represent the aggregate grant date fair value of option awards granted in the year computed in accordance with FASB ASC Topic 718.

The grant date fair values have been determined based on the assumptions and methodologies set forth in Note 9 to our financial statements included in the ADOMANI, Inc.

Annual Report on Form 10-K

for the fiscal year ended December 31, 2020, as filed with the SEC on March 31, 2021.

The grant date fair values have been determined based on the assumptions and methodologies set forth in Note 9 to our financial statements included in Item 8 of this Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

These amounts reflect our accounting expense for these awards and do not correspond to the actual value that may be recognized by our Named Executive Officers.

This amount represents base salary paid to Mr.

Oldridge for his services from September 2, 2020, through December 31, 2020.

During such period, Mr.

Oldridge’s base salary was $1.00 per year, which he deferred.

For the year ended December 31, 2021, Mr.

Oldridge was paid $250,000 of the annual $300,000 included in his employment agreement that was effective March 1, 2021.

Menerey retired effective as of January 2, 2022.

This amount represents the salary paid to Ms.

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Emry was an unpaid officer of Envirotech Drive Systems, Inc.

in 2020 and from January 1, 2021 through April 15, 2021.

from January 1, 2021 through April 15, 2021.

Rodich was appointed as Chief Financial Officer on February 3, 2022.

The reported salary represents the amount paid to Mr.

Rodich from his hire date of February 3, 2022 through December 31, 2022.

Under the terms of his offer letter, Mr.

Rodich received a signing/relocation bonus of $20,000.

Rodich resigned as Chief Financial Officer effective February 24, 2023.

All other compensation for Mr.

Oldridge represents the value of a $1,500 monthly auto allowance paid per the terms of his employment agreement.

Outstanding Equity Awards at 2022 Fiscal Year-End

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Chief Executive Officer

Executive Vice President

Former Chief Financial Officer

The shares were initially subject to vesting over a three-year period, with one-third

of the options vesting on the one-year

anniversary of the grant date and the remainder vesting in equal monthly installments thereafter, subject to continued service through such vesting date;

however, upon the closing of our acquisition of Envirotech Drive Systems, Inc.

on March 16, 2021, our board of directors elected to accelerate the vesting of all outstanding options, whereupon such options vested in full and became exercisable by the holder thereof on or before their respective expiration dates.

The options were granted to Mr.

Rodich on January 31, 2022, and vest ratably at 1/60th  

per month over five years from the grant date.

Compensation Arrangements with Named Executive Officers

Oldridge is our President and a member of our board of directors.

We recently entered into an employment agreement with Mr.

Oldridge’s base salary increased to $300,000 per year from the previously disclosed $1 per year effective March 31, 2021.

Oldridge is our Chief Executive Officer and chairman of our board of directors.

We entered into an employment agreement with Mr.

Oldridge, dated as of December 31, 2021 (the “Oldridge Agreement”).

Oldridge’s base salary increased to $300,000 per year from the previously disclosed $1 per year effective March 31, 2021.

He was paid $250,000 of that amount in 2021.

The auto allowance contained in his contract will commence being paid in 2022.

During the year ended December 31, 2020, Mr.

Oldridge was not paid any cash amount in consideration of his services from September 2, 2020, through December 31, 2020.

The auto allowance of $1,500 per month contained in his contract commenced being paid in 2022.

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.

Oldridge’s employment shall continue until terminated in accordance with the Oldridge Agreement.

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.

On January 7, 2021, we granted Mr.

Oldridge an option to purchase 5,000,000 shares of our common stock under the 2017 Equity Incentive Plan (the “2017 Plan”) at an exercise price of $0.45 per share with an accounting value of $1,714,449.

The shares subject to such option were initially scheduled to vest over a three-year period, with one-third

of the shares vesting on the one-year

anniversary of the grant date and the remainder vesting in equal monthly installments thereafter, subject to continued service with us through each vesting date;

Oldridge an option to purchase 250,000 shares of our common stock under the 2017 Equity Incentive Plan (the “2017 Plan”) at an exercise price of $9.00 per share with an accounting value of $1,714,449.

The shares subject to such option were initially scheduled to vest over a three-year period, with one-third of the shares vesting on the one-year anniversary of the grant date and the remainder vesting in equal monthly installments thereafter, subject to continued service with us through each vesting date;

however, upon the closing of our acquisition of Envirotech Drive Systems, Inc.

on March 16, 2021, our board of directors elected to accelerate the vesting of all outstanding options, whereupon such option vested in full and became exercisable by Mr.

On August 4, 2021, we granted Mr, Oldridge an option to purchase 440,000 shares of our common stock under the 2017 Plan at an exercise price of $0.2753, with an accounting value of $121,132.

On August 4, 2021, we granted Mr.

Oldridge an option to purchase 22,000 shares of our common stock under the 2017 Plan at an exercise price of $5.506 per share, with an accounting value of $121,132.

Oldridge was immediately vested in the option on the grant date, and exercised it on November 30, 2021.

Emry has been our Executive Vice President since December 1, 2021 and has been our Interim Chief Financial Officer since December 31, 2021.

On January 7, 2022, under the 2017 Plan, we granted Mr.

Oldridge options to purchase 150,000 shares of our common stock at an exercise price of $2.00 per share, with an accounting value of $710,729, and options to purchase 50,000 shares of our common stock at an exercise price of $2.40 per share, with an accounting value of $236,592.

The options granted on January 7, 2022 vested immediately and expire on the tenth anniversary of the grant date.

Emry has been our Executive Vice President since December 1, 2021.

She was appointed as a member of our board of directors on January 7, 2022.

We recently entered into an employment agreement with Mrs.

Emry, whose base salary was increased to $200,000 per year, which became effective on January 1, 2022.

We entered into an employment agreement, dated as of December 31, 2021 (the “Emry Agreement”), with Mrs.

Emry, whose base salary was increased to $200,000 per year effective on January 1, 2022.

Emry, formerly an executive with Envirotech Drive Systems, Inc., as described above who did not get paid a salary, joined the Company on April 16, 2021 as Controller.

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Emry in 2021 reflects the Controller salary for the period April 16, 2021 through December 31, 2021.

Menerey is our former Chief Financial Officer, Secretary, Treasurer and member of our board of directors who retired and resigned from such positions on January 2, 2022.

We entered into a written employment agreement with Mr.

Menerey effective January 1, 2017.

Prior to that time, we paid Mr.

Menerey as a consultant through CFO Edge.

During the year ended December 31, 2020, Mr.

Menerey was to have received a total base salary of $215,000 pursuant to his employment agreement, but voluntarily and indefinitely reduced that amount to $150,000 effective November 1, 2020 due to our liquidity concerns;

he continued to be paid at that rate through 2021.

In 2020, we issued Mr.

Menerey an option to purchase 358,571 shares of common stock under the 2017 Plan with an accounting value of $32,878.

The shares subject to Mr.

Menerey’s stock option were subject to vesting over a three-year period, with one-third

of the shares vesting on the one-year

anniversary of the grant date and the remainder vesting in equal monthly installments thereafter, subject to continued service with us through each vesting date;

however, upon the closing of our acquisition of Envirotech Drive Systems, Inc.

on March 16, 2021, our board of directors elected to accelerate the vesting of all outstanding options, whereupon such option vested in full and became exercisable by Mr.

On June 25, 2021, Mr.

Menerey exercised the option to purchase 358,371 shares of common stock under the 2017 Plan.

Additionally, on April 18, 2018, the Company issued Mr.

Menerey an option to purchase 135,000 shares of common stock exercisable at $1.31 per share under the 2017 Plan.

On April 24, 2019, the Company issued Mr.

Menerey the option to purchase 135,000 shares of common stock exercisable at $0.45 per share under the 2017 Plan.

The options to purchase an aggregate 270,000 shares also vested in full on March 16, 2021 and became exercisable by Mr.

Emry’s employment shall continue until terminated in accordance with the Emry Agreement.

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.

On January 7, 2022, under the 2017 Plan, we granted Mrs.

Emry options to purchase 100,000 shares of our common stock at an exercise price of $2.00 per share, with an accounting value of $473,819, and options to purchase 40,893 shares of our common stock at an exercise price of $2.40 per share, with an accounting value of $193,498.

The options granted on January 7, 2022 vested immediately and expire on the tenth anniversary of the grant date.

Rodich was appointed as our Chief Financial Officer on February 3, 2022.

The Company entered into an offer letter with Mr.

Rodich, pursuant to which Mr.

Rodich received an annual base salary of $160,000, payable in semi-monthly installments consistent with the Company’s payroll practices.

Under the offer letter, Mr.

Rodich would also receive stock options to purchase 3,874 shares of the Company’s common stock, vesting over five years, subject to his continued service through the applicable vesting date.

Under the offer letter, Mr.

Rodich would also receive a signing/relocation bonus of $20,000.

On January 31, 2022, under the 2017 Plan, we granted Mr.

Rodich options to purchase 2,763 shares of our common stock at an exercise price of $3.62 per share, with an accounting value of $150, and options to purchase 1,111 shares of our common stock at an exercise price of $9.00 per share, with an accounting value of $56.

The options vest ratably at 1/60th per month over five years and expire on the tenth anniversary of the grant date.

Rodich resigned as Chief Financial Officer of the Company effective February 24, 2023.

Severance and Change in Control Payments and Benefits

Our Named Executive Officers are not entitled to any severance or change in control payments or benefits, other than as provided in the section entitled “Compensation Arrangements with Named Executive Officers” above and in award agreements that set forth the terms and conditions of the stock options granted to such individuals pursuant to the 2017 Plan.

Each such award agreement provides that, in the event of a “transfer of control,” any unvested portion of such option may vest immediately, subject to the Compensation Committee deciding that.

For such purposes, a “transfer of control” includes the direct or indirect sale or exchange by our stockholders of all or substantially all of our capital stock, (a) where our stockholders before such sale or exchange do not retain, directly or indirectly, at least a majority of the beneficial interest in our voting stock after such sale or exchange;

above and in award agreements that set forth the terms and conditions of the stock options granted to such individuals pursuant to the 2017 Plan.

Each such award agreement provides that, in the event of a “transfer of control,”

any unvested portion of such option may vest immediately, subject to the Compensation Committee deciding that.

For such purposes, a “transfer of control”

includes the direct or indirect sale or exchange by our stockholders of all or substantially all of our capital stock, (a) where our stockholders before such sale or exchange do not retain, directly or indirectly, at least a majority of the beneficial interest in our voting stock after such sale or exchange;

(b) a merger in which we are not the surviving corporation;

(c) a merger in which we are the surviving corporation and our stockholders such merger do not retain, directly or indirectly, at least a majority of the beneficial interest in the our voting stock after such merger;

(c) a merger in which we are the surviving corporation and our stockholders before such merger do not retain, directly or indirectly, at least a majority of the beneficial interest in the our voting stock after such merger;

(d) the sale, exchange, or transfer of all or substantially all of our assets;

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Indemnification of Directors and Officers

Section 145 of the Delaware General Corporation Law authorizes a corporation’s board of directors to grant, and authorizes a court to award, indemnity to officers, directors and other corporate agents.

As permitted by Delaware law, our amended and restated certificate of incorporation provides that, to the fullest extent permitted by Delaware law, no director will be personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director.

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They may also reduce the likelihood of derivative litigation against our directors and officers, even though an action, if successful, might benefit us and other stockholders.

Further, a stockholder’s investment may be adversely affected to the extent that we pay the costs of settlement and damage awards against directors and officers as required by these indemnification provisions.

At present, there is no pending litigation or proceeding involving any of our directors, officers or employees for which indemnification is sought, and we are not aware of any threatened litigation that may result in material claims for indemnification.

We believe that our indemnity agreements and our amended and restated certificate of incorporation and our amended and restated bylaws provisions are necessary to attract and retain qualified person as directors and executive officers.

Indemnity Agreements

In addition to the indemnification required in our amended and restated certificate of incorporation and amended and restated bylaws, we have entered into indemnification agreements with each of our directors and executive officers.

These agreements generally provide for the indemnification of such persons for all reasonable expenses and liabilities, including attorneys’ fees, judgments, penalties, fines and settlement amounts, incurred in connection with any action or proceeding brought against them by reason of the fact that they are or were serving in such capacity, to the extent indemnifiable under the law.

These agreements generally provide for the indemnification of such persons for all reasonable expenses and liabilities, including attorneys’

fees, judgments, penalties, fines and settlement amounts, incurred in connection with any action or proceeding brought against them by reason of the fact that they are or were serving in such capacity, to the extent indemnifiable under the law.

We believe that these charter and bylaw provisions and indemnity agreements are necessary to attract and retain qualified persons as directors and executive officers.

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This reserve automatically increased on January 1, 2018 and will continue to increase on each subsequent anniversary through 2027, by an amount equal to the smaller of (a) 3% of the number of shares of common stock issued and outstanding on the immediately preceding December 31, or (b) an amount determined by the Board.

Appropriate adjustments will be made in the number of authorized shares and other numerical limits in the 2017 Plan and in outstanding awards to prevent dilution or enlargement of participants’ rights in the event of a stock split or other change in our capital structure.

Appropriate adjustments will be made in the number of authorized shares and other numerical limits in the 2017 Plan and in outstanding awards to prevent dilution or enlargement of participants’

rights in the event of a stock split or other change in our capital structure.

Shares subject to awards, which expire or are cancelled or forfeited will again become available for issuance under the 2017 Plan.

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The Compensation Committee has the authority to construe and interpret the terms of the 2017 Plan and awards granted under it.

The 2017 Plan provides, subject to certain limitations, for indemnification by us of any director, officer or employee against all reasonable expenses, including attorneys’ fees, incurred in connection with any legal action arising from such person’s action or failure to act in administering the 2017 Plan.

The 2017 Plan provides, subject to certain limitations, for indemnification by us of any director, officer or employee against all reasonable expenses, including attorneys’

fees, incurred in connection with any legal action arising from such person’s action or failure to act in administering the 2017 Plan.

The 2017 Plan authorizes the Compensation Committee, without further stockholder approval, to provide for the cancellation of stock options or stock appreciation rights with exercise prices in excess of the fair market value of the underlying shares of common stock in exchange for new options or other equity awards with exercise prices equal to the fair market value of the underlying common stock or a cash payment.

The 2017 Plan limits the grant date fair value of all equity awards and the amount of cash compensation that may be provided to a non-employee

director in any fiscal year to an aggregate of $300,000.

The 2017 Plan limits the grant date fair value of all equity awards and the amount of cash compensation that may be provided to a non-employee director in any fiscal year to an aggregate of $300,000.

Awards may be granted under the 2017 Plan to our employees, including officers, directors or consultants or those of any present or future parent or subsidiary corporation or other affiliated entity.

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The administrator may amend, suspend or terminate the 2017 Plan at any time, provided that without stockholder approval, the plan cannot be amended to increase the number of shares authorized, change the class of persons eligible to receive incentive stock options, or effect any other change that would require stockholder approval under any applicable law or listing rule.

Director Compensation

Non-Employee Director Compensation

Directors who are also our employees receive no additional compensation for their service as a director.

During the year ended December 31, 2022, our directors who also served as employees were Mr.

Oldridge, our Chief Executive Officer, and Mr.

Menerey our former Chief Financial Officer, Secretary and Treasurer.

We have a formal policy pursuant to which our non-employee

directors are eligible to receive equity awards and annual cash retainers as compensation for service on our Board and committees of our Board.

With respect to the year ended December 31, 2020 and the period January 1, 2021 through March 15, 2021, this policy included annual compensation of $25,000, with an additional $5,000 annually to the chairpersons of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, and reimbursement for all directors of reasonable expenses incurred during the course of their performance.

With respect to the period from March 16, 2021 through December 31, 2021, such policy was modified and currently provides for annual compensation of $12,000 and reimbursement for all directors of reasonable expenses incurred during the course of their performance.

The table below sets forth the compensation earned by each of our non-employee

directors during the fiscal year December 31, 2021:

Perkowski (3)

Oldridge, our Chief Executive Officer, and Mrs.

Emry, our Executive Vice President.

We have a formal policy pursuant to which our non-employee directors are eligible to receive equity awards and annual cash retainers as compensation for service on our Board and committees of our Board.

The policy currently provides for annual compensation of $12,000 and reimbursement for all directors of reasonable expenses incurred during the course of their performance.

The table below sets forth the compensation earned by each of our non-employee directors during the fiscal year December 31, 2022:

Fees earned or

Terri White Elk

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Bradley Dixon

Pam Compton (8)

Nettles resigned from our board of directors effective March 16, 2021.

Boydell resigned from our board of directors effective March 16, 2021.

Perkowski resigned from our board of directors effective March 16, 2021.

White Elk was paid the amount reflected above from March 16, 2021 through December 31, 2021.

Di Pietro was paid the amount reflected above from March 16, 2021 through December 31, 2021.

Barcellos was paid the amount reflected above from March 16, 2021 through December 31, 2021.

Dixon joined the board of directors in April 23, 2021 and was paid the amount reflected in the table above through December 31, 2021.

Compton was a member of the board of directors from March 16, 2021 through June 28, 2021.

Compton resigned as a member of the board of directors to become an employee of the Company.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information known to us regarding the beneficial ownership of our common stock as of April 1, 2022, as adjusted to reflect the shares of our common stock to be issued and sold by us in this offering, for:

The following table sets forth information known to us regarding the beneficial ownership of our common stock as of February 28, 2023, for:

each person, or group of affiliated persons, known to us to beneficially own more than 5% of our common stock;

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The information does not necessarily indicate beneficial ownership for any other purpose, including for purposes of Section 13(d) and Section 13(g) of the Securities Act.

Applicable percentage ownership in the following table is based on 298,160,160 shares of our common stock outstanding as of April 1, 2022.

Shares of our common stock subject to options, warrants or other convertible securities that are currently exercisable or exercisable within 60 days after January 31, 2022 are deemed to be outstanding and to be beneficially owned by the person or entity holding such option, warrant or convertible security for the purpose of computing the number and percentage ownership of outstanding shares of that person or entity.

On June 28, 2022, we effected a 1-for-20 reverse stock split of our common stock with no change to authorized shares of common stock.

All share information presented below and elsewhere in this Annual Report on Form 10-K has been retroactively adjusted to reflect the stock split.

Applicable percentage ownership in the following table is based on 15,021,088 shares of our common stock outstanding as of February 28, 2023.

Shares of our common stock subject to options, warrants or other convertible securities that are currently exercisable or exercisable within 60 days after February 28, 2023 are deemed to be outstanding and to be beneficially owned by the person or entity holding such option, warrant or convertible security for the purpose of computing the number and percentage ownership of outstanding shares of that person or entity.

We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person or entity.

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Consists of (i) 22,000 shares of our common stock held of record by Phillip W.

Oldridge and (ii) 9,000,000 shares of our common stock underlying options that are currently exercisable or exercisable within 60 days after January 31, 2022.

Oldridge and (ii) 450,000 shares of our common stock underlying options that are currently exercisable or exercisable within 60 days after February 28, 2023.

Consists of (i) 105,102 shares of our common stock held of record by Susan M.

Emry and (ii) 2,817,855 shares of our common stock underlying options that are currently exercisable or exercisable within 60 days after January 31, 2022.

Consists of (i) 525,000 shares of our common stock held of record by the Menerey Living Trust u/t/d 4/12/96, (ii) 358,571 shares of our common stock held of record by Michael K.

Menerey and (iii) 270,000 shares of our common stock underlying options that are currently exercisable or exercisable within 60 days after January 31, 2022.

Emry and (ii) 140,893 shares of our common stock underlying options that are currently exercisable or exercisable within 60 days after February 28, 2023.

Consists of 774 shares of our common stock underlying options that were vested and exercisable upon Mr.

Rodich’s employment termination date of February 24, 2023.

Represents (i) 113,792 shares of our common stock held of record by Provident Trust Group FBO Cornelia P.

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Barcellos has voting and investment control pursuant to a Voting Trust Agreement dated March 20, 2017 and (ii) 408 shares of our common stock held of record by Melissa Barcellos.

Consists of (i) 5,886,237 shares of our common stock and (ii) 12,087,855 shares of our common stock underlying options that are currently exercisable or exercisable within 60 days after January 31, 2022.

Consists of (i) 250,132 shares of our common stock and (ii) 591,667 shares of our common stock underlying options that are currently exercisable or exercisable within 60 days after February 28, 2023.

The information reported is based in part on, and in reliance upon, and without independent investigation of, information provided by Gerald Douglas Conrod in a Schedule 13G filed with the SEC on March 26, 2021.

As reported in such Schedule 13G, Gerald Douglas Conrod is the beneficial owner of 1,088,192 shares of our common stock, and has sole voting and dispositive power over such shares.

Conrod serves as co-trustee

of 162315 Family Trust and, in such capacity, shares voting and dispositive power over the 22,017,689 shares held of record by the trust.

Conrod serves as co-trustee of 162315 Family Trust and, in such capacity, shares voting and dispositive power over the 1,100,884 shares held of record by the trust.

Conrod disclaims beneficial ownership of the shares held by the trust.

In addition to the information reported in such Schedule 13G, the information set forth above includes:

(i) an additional 3,250,000 shares of our common stock purchased by 162315 Family Trust at the second closing of our previously announced private investment in public equity, or PIPE, transaction, on May 7, 2021, pursuant to that certain Securities Purchase Agreement, dated as of December 24, 2020 (the “Purchase Agreement”), that we entered into with certain institutional and accredited investors and pursuant to which, among other things, we sold and issued, and the investors purchased, shares of our common stock and related warrants to purchase additional shares of our common stock in a series of two closings (the “Financing”);

and (ii) an additional 1,625,000 shares of common stock underlying warrants issued to 162315 Family Trust at the second closing of the Financing that are exercisable as of June 1, 2021.

(i) an additional 162,500 shares of our common stock purchased by 162315 Family Trust at the second closing of our previously announced private investment in public equity, or PIPE, transaction, on May 7, 2021, pursuant to that certain Securities Purchase Agreement, dated as of December 24, 2020 (the “Purchase Agreement”), that we entered into with certain institutional and accredited investors and pursuant to which, among other things, we sold and issued, and the investors purchased, shares of our common stock and related warrants to purchase additional shares of our common stock in a series of two closings (the “Financing”);

and (ii) an additional 81,250 shares of common stock underlying warrants issued to 162315 Family Trust at the second closing of the Financing that are exercisable.

The address of Gerald Douglas Conrod is 1961 Douglas Street, Victoria, British Columbia, V8T 4K7, Canada.

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(i) an additional 162,500 shares of our common stock purchased by 162315 Family Trust at the second closing of the Financing on May 7, 2021;

and (ii) an additional 1,625,000 shares of common stock underlying warrants issued to 162315 Family Trust at the second closing of the Financing that are exercisable as of June 1, 2021.

and (ii) an additional 81,250 shares of common stock underlying warrants issued to 162315 Family Trust at the second closing of the Financing that are exercisable.

The address of 162315 Family Trust is 1103 Goldstream Avenue, Victoria, British Columbia, V9B 2Y9, Canada.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Other than compensation arrangements for our directors and Named Executive Officers, which are described in the sections titled “Management” and “Executive Compensation,” below we describe transactions since January 1, 2020 to which we were a party or will be a party, in which:

Other than compensation arrangements for our directors and Named Executive Officers, which are described in the sections titled “Management”

and “Executive Compensation,”

below we describe transactions since January 1, 2021 to which we were a party or will be a party, in which:

the amounts involved exceeded or will exceed $120,000;

any of our directors, executive officers or holders of more than 5% of our capital stock, or any member of the immediate family of, or person sharing the household with, the foregoing persons, had or will have a direct or indirect material interest.

As more fully discussed in the audited financial statement of Envirotech Drive Systems, Inc.

for the year ended December 31, 2020 and in the consolidated financial statements for Envirotech Vehicles, Inc.

for the year ended December 31, 2021 located elsewhere in this report on Form S-1,

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 that are more fully described in the referenced financial statements.

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.

In addition to the SRI Services Agreement, the SRI Equipment Leases, and the SRI Office Leases, 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.

As more fully discussed in the audited financial statements of Envirotech Vehicles, Inc.

for the years ended December 31, 2022 and 2021 located at Item 8 of this Annual Report on Form 10-K, the Company has entered into leases with SRI Professional Services, Incorporated (“SRI”), including the SRI Equipment Leases and the SRI Office Leases.

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.

In addition to the SRI Equipment Leases, and the SRI Office Leases, during 2021, the Company purchased a heavy-duty pick-up truck and a trailer from SRI for $81,293.

The Company uses 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.

During the three months ended June 30, 2021, the Company purchased two used automobiles from Mr.

During 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.

Oldridge for use by the Company’s employees for sales calls and other business purposes.

In connection with the closing of the Merger in March 2021, the Company purchased two electric trucks from Mr.

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The purchase price for such vehicles was paid in full to Mr.

Oldridge during the three months ended June 30, 2021.

Oldridge during 2021.

Prior to the closing of the Merger, Mr.

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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.

The Company has also 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.

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.

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, 2022.

The Company has also 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.

Oldridge is a director of ABCI.

The following table summarizes these related party transactions for the years ending December 31, 2022 and 2021:

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SRI Equipment Leases

SRI Office Leases

SRI Office Lease

Truck & trailer purchase from SRI

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Further, we have entered into indemnification agreements with each of our directors and executive officers.

These agreements require us, among other things, to indemnify these individuals for certain expenses (including attorneys’ fees), judgments, fines and settlement amounts reasonably incurred by such person in any action or proceeding, including any action by or in our right, on account of any services undertaken by such person on behalf of our company or that person’s status as a member of our Board of Directors to the maximum extent allowed under Delaware law.

We also maintain directors’ and officers’ liability insurance.

For further information, see the section titled “Executive Compensation—Limitations of Liability;

Indemnification of Directors and Officers.”

These agreements require us, among other things, to indemnify these individuals for certain expenses (including attorneys’

fees), judgments, fines and settlement amounts reasonably incurred by such person in any action or proceeding, including any action by or in our right, on account of any services undertaken by such person on behalf of our company or that person’s status as a member of our Board of Directors to the maximum extent allowed under Delaware law.

We also maintain directors’

and officers’

liability insurance.

For further information, see the section titled “Executive Compensation—Limitations of Liability;

Indemnification of Directors and Officers.”

Policies and Procedures for Related Person Transactions

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A majority of the independent, disinterested members of our board of directors will approve future affiliated transactions, and we will maintain at least two independent directors on our board of directors to review all material transactions with affiliates.

PRINCIPAL ACCOUNTING FEES AND SERVICES

MaloneBailey, LLP served as our independent registered public accounting firm for the fiscal year ended December 31, 2021 and served in this capacity for ADOMANI, Inc.

PRINCIPAL ACCOUNTING FEES AND SERVICES

Barton CPA, PLLC served as our independent registered public accounting firm for the fiscal year ended December 31, 2022.

MaloneBailey, LLP served as our independent registered public accounting firm for the fiscal year ended December 31, 2021 and served in this capacity for ADOMANI, Inc.

each of the eight fiscal years ended December 31, 2020.

During this time, through and including December 31, 2021, there were no disagreements between us and MaloneBailey, LLP on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

Der Vartanian & Associates Accountancy Corporation (“Der Vartanian”), served as the independent registered public accounting firm for Envirotech Drive Systems, Inc.

for the fiscal year ended December 31, 2020.

There were no disagreements between Envirotech Drive Systems, Inc.

and Der Vartanian on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

During this time, through and including December 31, 2022, there were no disagreements between us and Barton CPA, PLLC and MaloneBailey, LLP on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

Independent Registered Public Accounting Firm Fees

The following table shows the fees that were billed for audit and other services provided during the fiscal years ended December 31, 2022 and 2021:

For the Fiscal Year

For the Fiscal Year Ended

Audit Fees (1)

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All Other Fees (4)

and the review of our financial statements included in 2021 quarterly reports, along with services that are normally provided by the independent registered accountants in connection with statutory and regulatory filings or engagements for those fiscal years and timely review of our quarterly consolidated financial statements.

Audit-related fees consist of fees for professional services rendered for assurance and related services that were reasonably related to the performance of the audit or review of our consolidated financial statements that are not reported under “Audit Fees.” There were no separate charges in either period related to such services.

Audit Fees consist of professional services rendered in connection with the audit of our annual financial statements, including the audited financial statements presented in our 2022 Annual Report on Form 10-K, and the review of our financial statements included in 2022 quarterly reports, along with services that are normally provided by the independent registered accountants in connection with statutory and regulatory filings or engagements for those fiscal years and timely review of our quarterly consolidated financial statements.

Audit-related fees consist of fees for professional services rendered for assurance and related services that were reasonably related to the performance of the audit or review of our consolidated financial statements that are not reported under “Audit Fees.” There were no separate charges in either period related to such services.

Tax Fees consist of fees for professional services for tax compliance, tax advice and tax planning.

These services include assistance regarding federal, state, and international tax compliance.

Neither firm provided any tax services in either period.

No tax services were provided in either period.

All other fees consist of fees billed for products and services provided other than the services reported for the other categories;

there were no such fees in either period.

Policies and Procedures of the Audit Committee

Consistent with the rules and regulations promulgated by the SEC, the Audit Committee approves the engagement of our independent registered public accounting firm and is also required to pre-approve

all audit and non-audit

Pre-Approval Policies and Procedures of the Audit Committee

Consistent with the rules and regulations promulgated by the SEC, the Audit Committee approves the engagement of our independent registered public accounting firm and is also required to pre-approve all audit and non-audit expenses.

All of the services described above were approved by the Audit Committee in accordance with its procedure.

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Financial Statements .

The financial statements filed as part of this Annual Report are listed in the “Index to Consolidated Financial Statements” under Part II, Item 8 of this Annual Report.

The financial statements filed as part of this Annual Report are listed in the “Index to Consolidated Financial Statements”

under Part II, Item 8 of this Annual Report.

Financial Statement Schedules .

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Form of Warrant

Description of Registrant’s Securities

Voting Trust Agreement, by and among Provident Trust Group FBO Cornelia P.

Description of Registrant’s Securities

Voting Trust Agreement, by and among Provident Trust Group FBO Cornelia P.

Doherty ROTH IRA, Connie Doherty Living Trust Dated May 1, 1996, Gary Nettles as Voting Trustee, and the Company, dated March 20, 2017

Form of Indemnity Agreement

Patent License-Use and Manufacturing Agreement, by and between Silicon Turbine Systems, Inc.

Patent License-Use and Manufacturing Agreement, by and between Silicon Turbine Systems, Inc.

and the Company, dated November 7, 2014

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Agreement and Plan of Merger, dated February 16, 2021, by and among Adomani, Inc., EVT Acquisition Company, Inc., and Envirotech Drive Systems, Inc.

Employment Agreement, dated as of December 31, 2021, by and between the registrant and Philip W.

Employment Agreement, dated as of December 31, 2021, by and between the registrant and Phillip W.

Employment Agreement, dated as of December 31, 2021, by and between the registrant and Susan M.

Offer Letter with Christian S.

Rodich dated February 3, 2022

Incorporated by Reference

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Subsidiaries of the Company

Consent of Barton CPA, PLLC, independent registered public accounting firm

Consent of MaloneBailey, LLP, independent registered public accounting firm

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Indicates a management contract or compensatory plan.

The information in Exhibit 32.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Act, or the Exchange Act (including this report), unless the Registrant specifically incorporates the foregoing information into those documents by reference.

In accordance with Rule 402 of Regulation S-T,

this interactive data file is deemed not filed or part of this Annual Report on Form 10-K

for purposes of Sections 11 or 12 of the Securities Act or Section 18 of the Exchange Act and otherwise is not subject to liability under these sections.

The information in Exhibit 32.1 shall not be deemed “filed”

for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Act, or the Exchange Act (including this report), unless the Registrant specifically incorporates the foregoing information into those documents by reference.

In accordance with Rule 402 of Regulation S-T, this interactive data file is deemed not filed or part of this Annual Report on Form 10-K for purposes of Sections 11 or 12 of the Securities Act or Section 18 of the Exchange Act and otherwise is not subject to liability under these sections.

FORM 10-K SUMMARY

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ENVIROTECH VEHICLES INC.

April 26, 2022

/s/ Phillip W.

ENVIROTECH VEHICLES INC. 

September 25, 2023

Chief Executive Officer

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Rodich and Susan M.

Emry, jointly and severally, his attorneys-in-fact,

each with the power of substitution, for him in any and all capacities, to sign any amendments to this report, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact,

or his substitute or substitutes, may do or cause to be done by virtue hereof.

Emry, jointly and severally, his attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any amendments to this report, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.

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Chief Executive Officer and Director

September 25, 2023

(Principal Executive Officer)

April 26, 2022

/s/ Christian S.

Chief Financial Officer

April 26, 2022

Executive Vice President & Director

April 26, 2022

/s/ Douglas M.

Chief Financial Officer and Treasurer

September 25, 2023

/s/ Melissa Barcellos

September 25, 2023

Melissa Barcellos

April 26, 2022

/s/ Michael Di Pietro

September 25, 2023

Michael Di Pietro

April 26, 2022

/s/ Bradley J.

April 26, 2022

September 25, 2023

/s/ Terri White Elk

September 25, 2023

Terri White Elk

April 26, 2022

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures