What changed in this filing

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Item 9A. Controls and Procedures

2025-04-15 compared with 2024-03-28 · 181 added, 218 removed, 310 unchanged (56% of the section changed)

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If we fail to detect errors on a timely basis, our financial statements may be materially misstated and if we are unable to comply with the requirements of Section 404 of the Sarbanes Oxley Act, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting, if and when required, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our common stock could be negatively affected, and we could become subject to investigations by the stock exchange on which our securities are listed, the SEC, or other regulatory authorities, which could require additional financial and management resources.

Other than the material weaknesses and remediation efforts described above, there were no changes in our internal control over financial reporting (as defined in Rules 13a1513a-15(f) and 15d-15(f) under the Exchange Act) during the most recent fiscal quarter covered by this Annual Report on Form 10-K that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other than the material weaknesses and remediation efforts described above, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the most recent fiscal quarter covered by this Annual Report on Form 10-K that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Changes in Internal Control over Financial Reporting

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OTHER INFORMATION

Rule 10b5 - 1 and Non-Rule 10b5 - 1 Trading Arrangements

During the quarter ended December 31, 2024, none of our officers or directors adopted or terminated any Rule 10b5 - 1 trading arrangement or non-Rule 10b5 - 1 trading arrangement (as each such term is defined in Item 408 of Regulation S-K).

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION

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Chief Executive Officer, Chairman of the Board and Director

Executive Vice President and Corporate Secretary

Chief Financial Officer

Chief Operating Officer

Merrick Alpert

Chief Communication Officer

Melissa Barcellos (1)(2)(3)

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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 and Corporate Secretary

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

Emry has over 20 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, Mrs.

Emry was a Director, and the President, Chief Financial Officer and Secretary, of Envirotech Drive Systems, Inc.

until we acquired that company upon the closing of the Merger.

In addition, from 2006 to 2020, Mrs.

Emry also served as Chief Financial Officer of Sardo Bus and Coach Upholstery, a company specializing in transit vehicle refurbishment.

From 1992 to 2020, Mrs.

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.

Franklin Lim, Chief Financial Officer

Lim, 62, has served as the Company’s Controller since April 2023.

From August 2021 to April 2023, he served as the Controller of Arcimoto, Inc.

Lim served as Senior Manager of American Credit Acceptance from July 2019 to July 2021 and Manager of Financial Reporting of Diversey from January 2018 to June 2019.

He began his career as an audit and tax consultant with Deloitte and Touche in 1989 and has extensive financial and SEC reporting experience with both large multinational corporations and small to medium enterprises.

Lim has a Master’s Degree in Accountancy from the Weatherhead School of Management at Case Western Reserve University in Ohio and a Bachelor’s Degree with Honors in Business Economics with concentrations in Mathematics and Philosophy from the College of Wooster in Ohio.

He is a licensed Certified Public Accountant and has passed both the Certified Management Accountant and Certified in Financial Management Examinations conducted by the Institute of Management Accountants.

Jason Maddox, President and Interim Chief Financial Officer

Jason Maddox has served as our President since October 2024 and as Interim Chief Financial Officer since January 2025.

Maddox has served as the Chief Executive Officer of Maddox Defense, Inc.

(“Maddox Defense”) since October 2012 and as Chief Executive Officer of Maddox Industries LLC (“Maddox Industries”) from January 2021 until the acquisition of Maddox Industries by the Company in December 2024.

He brings years of executive leadership experience, having built Maddox Defense into one of the leading companies in government contracting.

Maddox graduated from the University of Colorado with a Bachelor of Science degree with majors in Mechanical Engineering and Journalism and Mass Communication.

He also completed the Goldman Sachs 10,000 Small Businesses entrepreneurship program at Babson College and holds a post-graduate certificate in entrepreneurship from Harvard Business School.

Elgin Tracy, Chief Operating Officer

Elgin Tracy has served as our Chief Operating Officer since October 2024.

Tracy has also served as Chief Operating Officer of Maddox Defense since August 2021.

Prior to this position, Mr.

Tracy previously served as Head of Operations of Maddox Defense from August 2020 to August 2021.

Before joining Maddox Defense, Mr.

Tracy held the position of a manufacturer at PPE Manufacturer from 2019 to 2021 and was a managing partner for Foreman Electric Company from 2017 to 2018.

Renowned for his over 20 years of expertise in operating and running successful businesses in the defense and oil & gas sectors, Mr.

Tracy brings a wealth of operational and logistical experience, having overseen and successfully delivered over $2.5 billion in contracts and purchase orders in the past five years.

In his most recent role as Chief Operating Officer of Maddox Defense, Mr.

Tracy played a pivotal role in delivering over 100 million COVID test kits and 126 million isolation gowns to the U.S.

He holds a Bachelor of Arts degree in construction management from Texas State University.

Merrick Alpert, Chief Communications Officer

Merrick Alpert has served as our Chief Communications Officer since February 2025.

Prior to such time, he served as a consultant and then as the Company’s Communications Manager from October 2024 to January 2025.

Before joining the Company, Mr.

Alpert served as a division director at Sheet Pile LLC from May 2023 to December 2023, as President of EonCoat LLC from January 2014 to August 2022, as Executive Vice President of R&D Altanova from May 2013 to December 2013, and as a consultant and then Executive Vice President of Colt's Manufacturing Company LLC from May 2010 to October 2012.

Alpert has a long history of experience in business development and government relations, having served in the Army and Air National Guard for approximately 10 years including as a US peacekeeper in Bosnia.

He holds a Juris Doctorate from Georgetown University Law Center and a Bachelor of Arts degree in political science from Trinity College.

Non-Employee Directors

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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.

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

Based on these qualifications, the Board believes that Mr.

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

As of July 2023, Mr.

Di Pietro is on the Board of Trustees for the Dan Murphy Foundation and he serves as the Audit Chairman and is a member of the Investment Committee.

Terri White Elk, Director

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

Board Composition and Filling Vacancies

Currently, our board of directors consists of four 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 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.

Our amended and restated bylaws provide that directors may be removed only for cause by the affirmative vote of the holders of a majority of the voting power of all the outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class.

Furthermore, any vacancy on our board of directors, however occurring, including a vacancy resulting from an increase in the size of our board of directors, may only be filled by the affirmative vote of a majority of our directors then in office even if less than a quorum.

Director Independence

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

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

Based on information provided by each director concerning his or her background, employment and affiliations, our board of directors has determined that Mr.

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

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

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

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.

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.

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 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 of directors, 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.

Information Regarding Committees of the Board

Our board of directors has established three standing committees, an Audit Committee, a Compensation Committee and Nominating, and a Corporate Governance Committee, each of which operates under a charter that has been approved by our board of directors.

We intend to appoint persons to our board of directors and its committees as required from time to time to satisfy the corporate governance requirements under the Nasdaq Listing Rules.

Audit Committee

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The Audit Committee operates under a written charter, which is available on our website at www.evtvusa.com.

Our website and the information contained on or connected to our website are not incorporated by reference herein, and our web address is included as an inactive textual reference only.

In addition to meeting the independence requirements generally applicable to directors, our Board has determined that each of Mr.

Di Pietro, Ms.

Barcellos and Ms.

White Elk also satisfy the independence requirements of Rule 5605(c)(2) of the Nasdaq Stock Market listing rules and SEC Rule 10A-3.

Our board of directors has determined that Mr.

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reviewing and evaluating, at least annually, its own performance and the adequacy of the committee charter.

The Audit Committee met as a committee seven times during the fiscal year ended December 31, 2023.

Compensation Committee

Our Compensation Committee currently consists of Mr.

Di Pietro and Mmes.

Barcellos and White Elk (Chairperson).

The Compensation Committee operates under a written charter, which is available on our website at www.evtvusa.com.

Our Compensation Committee assists our board of directors in the discharge of its responsibilities relating to the compensation of our executive officers and is responsible for, among other things:

reviewing and approving corporate goals and objectives relevant to compensation of our Chief Executive Officer and other executive officers;

reviewing and approving the following compensation for our Chief Executive Officer and our other executive officers:

salaries, bonuses, incentive compensation, equity awards, benefits and perquisites;

recommending the establishment and terms of our incentive compensation plans and equity compensation plans, and administering such plans;

recommending compensation programs for directors;

preparing disclosures regarding executive compensation and any related reports required by the rules of the SEC;

making and approving grants of options and other equity awards to all executive officers, directors and all other eligible individuals;

reviewing and evaluating, at least annually, its own performance and the adequacy of the committee charter.

In carrying out these responsibilities, the Compensation Committee will review all components of executive compensation for consistency with our compensation philosophy and with the interests of our stockholders.

The Compensation Committee met as a committee eight times during the fiscal year ended December 31, 2023.

Compensation Committee Interlocks and Insider Participation

There are not currently, and during the fiscal year ended December 31, 2023, there were not any, interlocks of any of our executive officers or directors serving on the compensation committee or equivalent committee of another entity that has any director or executive officer serving on our Compensation Committee, any of our other committees, or our board of directors.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee currently consists of Ms.

Barcellos (Chairperson), Ms.

White Elk and Mr.

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

Our Nominating and Corporate Governance Committee is responsible for, among other things:

determining criteria for selecting new directors, including desired skills, experience and attributes, and identifying and actively seeking individuals qualified to become directors;

evaluating and selecting, or recommending to our board of directors, nominees for each election of directors;

considering any nominations of director candidates validly made by our stockholders;

reviewing and making recommendations to our board of directors concerning qualifications, appointment and removal of committee members;

developing, recommending for approval by our board of directors, and reviewing on an ongoing basis the adequacy of, our corporate governance principles, including director qualification standards, director responsibilities, committee responsibilities, director access to management and independent advisors, director compensation, director orientation and continuing education, management succession and annual performance evaluation of our board of directors and its committees;

assisting our board of directors in developing criteria for the evaluation of the performance of our board of directors and its committees;

if requested by our board of directors, assisting it in its evaluation of the performance of our board of directors and each of its committees;

reviewing and reassessing the adequacy of its charter.

The Nominating and Corporate Governance Committee identifies potential director candidates through a variety of sources, including recommendations made by members of our board of directors and members of our executive management.

When appropriate, the Nominating and Corporate Governance Committee may retain a search firm to identify director candidates.

In evaluating potential director candidates, the Nominating and Corporate Governance Committee may take into consideration such factors and criteria as it deems appropriate in evaluating a candidate, including:

his or her knowledge, expertise, skills, integrity, diversity, judgment, business, leadership or other experience;

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;

the extent to which the candidate would be a desirable addition to our board of directors and any committees.

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.

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.

While we do not have a specific policy regarding diversity, when considering the nomination of directors, the Nominating and Corporate Governance Committee considers the diversity of its directors and nominees in terms of knowledge, experience, background, skills, expertise and other demographic factors.

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.

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

The Nominating and Corporate Governance met as a committee two times during the fiscal year ended December 31, 2023.

Family Relationships and Certain Legal Proceedings

There are no family relationships between any of our directors or executive officers.

There are no legal proceedings related to any of the directors or executive officers that must be disclosed pursuant to Item 401(f) of Regulation S-K.

Stockholder Nominees for Director

There have been no material changes to the procedures by which stockholders may recommend nominees to the Board of Directors

Code of Business Conduct and Ethics

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The code is applicable to all of our directors, officers and employees and is available on our website at www.evtvusa.com.

Our website and the information contained on or connected to our website are not incorporated by reference herein, and our web address is included as an inactive textual reference only.

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.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires the Company’s directors and executive officers, and persons who own more than 10% of a registered class of the Company’s equity securities, to file with the SEC reports of beneficial ownership and reports of changes in beneficial ownership in the Company’s securities.

Based solely upon a review of Forms 3, 4 and 5, and amendments thereto, filed electronically with the SEC during the year ended December 31, 2024, the Company believes that all Section 16(a) filings applicable to its directors, officers, and 10% stockholders were filed on a timely basis during the year ended December 31, 2024, except those listed below:

January 2, 2024:

Melissa Barcellos filed one Form 5 late with respect to one transaction.

October 28, 2024:

Each of Jason Maddox and Elgin Tracy filed on Form 3 late.

November 22, 2024:

Pierce filed one Form 3 late.

January 3, 2025:

Jason Maddox reported one Form 4 late with respect to one transaction.

Insider Trading Policy

We have adopted an insider trading policy, which governs the purchase, sale, and other dispositions of our securities by our directors, executive officers, other employees and consultants, as well as members of their immediate families and households.

We believe that our insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable listing standards.

The foregoing summary of our insider trading policy does not purport to be complete and is qualified in its entirety by reference to the full text of our insider trading policy, a copy of which is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

In addition, with regard to the Company’s trading in its own securities, it is our policy to comply with the federal securities laws and the applicable listing standards.

EXECUTIVE COMPENSATION

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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, 2024 and 2023.

These executive officers, who include our current principal executive officer and the two most highly-compensated executive officers (other than our principal executive officers), for the year ended December 31, 2023, were:

These executive officers, determined in accordance with SEC rules, for the year ended December 31, 2024, were:

Oldridge, our Chief Executive Officer;

Emry, our Executive Vice President;

Campoli, our Chief Financial Officer and Treasurer.

Susan Emry, former Executive Vice President;

(resigned October 15, 2024)

Franklin Lim, former Chief Financial Officer (resigned December 31, 2024)

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

Summary Compensation Table (to update)

Summary Compensation Table

The following table presents summary information regarding the total compensation that was awarded to, earned by or paid to our Named Executive Officers for services rendered during the years ended December 31, 2024 and 2023:

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Chief Executive Officer

Executive Vice President

Former Executive Vice President

Franklin Lim(4)

Former Chief Financial Officer and Treasurer

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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.

Campoli was appointed as Chief Financial Officer and Treasurer on April 17, 2023.

The reported salary represents the amount paid to Mr.

Campoli from his hire date of April 17, 2023 through December 31, 2023.

Under the terms of his offer letter, Mr.

Campoli received a signing bonus of $10,000.

Campoli resigned as Chief Financial Officer and Treasurer effective February 23, 2024.

Emry resigned effective October 15, 2024.

All other compensation for Mr.

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

Oldridge decided not to take any compensation starting in the second quarter of 2024.

Lim was appointed Chief Financial Officer effective February 24, 2024.

He resigned effective December 31, 2024 and returned as an independent contractor in the financial reporting capacity in March 2025.

Outstanding Equity Awards at 2024 Fiscal Year-End

The following table sets forth information regarding outstanding stock options held by our Named Executive Officers as of December 31, 2024.

Our Named Executive Officers did not hold any restricted stock or other awards as of December 31, 2023:

Our Named Executive Officers did not hold any restricted stock or other equity awards as of December 31, 2024:

Unexercisable

Chief Executive Officer

Executive Vice President

Former Executive Vice President

Former Chief Financial Officer

The options were granted to Mr.

Campoli on April 19, 2023, and vest ratably at 1/36th per month over three years from the grant date.

Lim on April 19, 2023, and vest ratably at 1/36th per month over three years from the grant date.

The options to Mr.

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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 July 11, 2023, under the 2017 Plan, we granted Mr.

Oldridge options to purchase 174,257 shares of our common stock at an exercise price of $2.10 per share, with an accounting value of $322,073.

The options granted on July 11, 2023 vested immediately and expire on the tenth anniversary of the grant date.

All options were vested at December 31, 2023.

Oldridge will be entitled to receive (i) one-year of base salary payable in equal installments over 12 months in accordance with the Company’s regular payroll practices, (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.

The foregoing benefits are subject to Mr.

Oldridge executing and delivering an effective and irrevocable general release of claims in favor of the Company.

In addition, upon a termination of Mr.

Oldridge’s employment with the Company due to death or disability, all outstanding, unvested options will accelerate and vest in full.

For purposes of the Oldridge Agreement “cause” generally means Mr.

Oldridge’s (i) conviction of a felony, or a misdemeanor where imprisonment is imposed;

(ii) commission of any act of theft, fraud, or falsification of any employment or Company records in any material way;

(iii) failure or inability to perform any material reasonably assigned duties after written notice from the Company of, and a reasonable opportunity to cure, such failure or inability;

or (iv) a material breach of the Oldridge Agreement that remains uncured for 10 days.

For purposes of the Oldridge Agreement “good reason” generally means the occurrence of any of the following:

(i) a material reduction in Mr.

Oldridge’s base salary, other than where a same or similar reduction affects other executives of the Company;

(ii) any material breach by the Company under any material provision of the Oldridge Agreement;

(iii) the Company’s failure to have the Oldridge Agreement assumed by a successor (with limited exceptions);

or (iv) the dissolution of Company, involuntary or voluntary liquidation of Company, the appointment of a receiver for Company, or the assignment of the Oldridge Agreement for the benefit of creditors.

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

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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 July 11, 2023, under the 2017 Plan, we granted Mrs.

Emry options to purchase 78,238 shares of our common stock at an exercise price of $2.10 per share, with an accounting value of $144,605.

The options granted on July 11, 2023 vested immediately and expire on the tenth anniversary of the grant date.

All options were vested at December 31, 2023.

Campoli served as the Chief Financial Officer and Treasurer from April 17, 2023 to February 23, 2024.

Campoli was granted options to purchase 10,000 shares of our common stock at an exercise price of $2.65 per share on April 19, 2023, with an accounting value of $21,167.

The options granted on April 19, 2023 vest ratably over 3 years and expire on the tenth anniversary of the grant date.

Emry terminated her employment effective October 15, 2024.

Severance and Change in Control Payments and Benefits

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or (e) our liquidation or dissolution.

Limitations of Liability;

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.

Pursuant to Delaware law such protection would be not available for liability:

for any breach of a duty of loyalty to us or our stockholders;

for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;

for any transaction from which the director derived an improper personal benefit;

for an act or omission for which the liability of a director is expressly provided by an applicable statute, including unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law.

Our amended and restated certificate of incorporation also provides that if Delaware law is amended after the approval by our stockholders of the amended and restated certificate of incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of our directors will be eliminated or limited to the fullest extent permitted by Delaware law.

Our amended and restated certificate of incorporation and amended and restated bylaws further provide that we must indemnify our directors and officers to the fullest extent permitted by Delaware law.

Our amended and restated bylaws also authorize us to indemnify any of our employees or agents and authorize us to secure insurance on behalf of any officer, director, employee or agent for any liability arising out of his or her action in that capacity, whether or not Delaware law would otherwise permit indemnification.

In addition, our amended and restated bylaws provide that we are required to advance expenses to our directors and officers as incurred in connection with legal proceedings against them for which they may be indemnified and that the rights conferred in the amended and restated bylaws are not exclusive.

The limitation of liability and indemnification provisions in our amended and restated certificate of incorporation and amended and restated bylaws may discourage stockholders from bringing a lawsuit against our directors and officers for breach of their fiduciary duty.

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 persons 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.

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

Furthermore, as is typical, we have director and officer liability insurance to cover both us and our directors and officers for liabilities that may be incurred in connection with their services to us.

Employee Benefit and Equity Incentive Plans

We currently maintain the 2017 Plan.

2017 Equity Incentive Plan

On June 9, 2017, we terminated our 2012 Stock Option Plan, at which time our 2017 Plan replaced our 2012 Stock Option Plan.

The 2017 Plan is intended to make available incentives that will assist us to attract, retain and motivate employees, including officers, consultants and directors.

We may provide these incentives through the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares and units and other cash-based or stock-based awards.

Authorized Shares .

A total of 15,000,000 shares of our common stock were initially authorized and reserved for issuance under the 2017 Plan.

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.

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

The shares available will not be reduced by awards settled in cash or by shares withheld to satisfy tax withholding obligations.

Only the net number of shares issued upon the exercise of stock appreciation rights or options exercised by means of a net exercise or by tender of previously owned shares will be deducted from the shares available under the 2017 Plan.

Plan Administration .

The 2017 Plan is generally administered by the Compensation Committee of our board of directors.

Subject to the provisions of the 2017 Plan, the Compensation Committee will determine in its discretion the persons to whom and the times at which awards are granted, the sizes of such awards and all of their terms and conditions.

However, the Compensation Committee may delegate to one or more of our officers the authority to grant awards to persons who are not officers or directors, subject to certain limitations contained in the 2017 Plan and award guidelines established by the committee.

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 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.

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.

All awards will be evidenced by a written agreement between us and the holder of the award.

Merger or Change in Control .

In the event of a change in control as described in the 2017 Plan, the acquiring or successor entity may assume or continue all or any awards outstanding under the 2017 Plan or substitute substantially equivalent awards.

Any awards which are not assumed or continued in connection with a change in control or are not exercised or settled prior to the change in control will terminate effective as of the time of the change in control.

The Compensation Committee may provide for the acceleration of vesting of any or all outstanding awards upon such terms and to such extent as it determines, except that the vesting of all awards held by members of the Board who are not employees will automatically be accelerated in full.

The 2017 Plan also authorizes the Compensation Committee, in its discretion and without the consent of any participant, to cancel each or any outstanding award denominated in shares upon a change in control in exchange for a payment to the participant with respect to each share subject to the cancelled award of an amount equal to the excess of the consideration to be paid per share of common stock in the change in control transaction over the exercise price per share, if any, under the award.

Plan Amendment, Termination .

The 2017 Plan will continue in effect until it is terminated by the administrator, provided, however, that all awards will be granted, if at all, within 10 years of its effective date.

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.

The Compensation Committee typically grants equity awards to NEOs during its regularly scheduled meeting early in the fiscal year.

However, the timing of this approval may be changed in the event of extraordinary circumstances, including in connection with mid-year promotions and new-hires.

The Compensation Committee does not take material nonpublic information into account when determining the timing and terms of equity awards.

The Compensation Committee does not time the release of material nonpublic information to affect the value of executive compensation.

Non-Employee Director Compensation

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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.

In 2023 the Compensation Committee worked with a third party consulting firm in evaluating compensation programs among peers to inform the development of compensation for the Board of Directors.

The results of this compensation review led the Committee to approve the following annual compensation for Directors and committee Chairs:

Board Retainer:

Audit Committee Chair:

Compensation Committee Chair:

Nominating and Corporate Governance Committee Chair:

Reimbursement for all directors 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, 2024:

2024 Director Compensation Table

Fees earned or

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Melissa Barcellos

In addition, each non-employee director received 112,000 options (grant date fair value of $207,000) each on July 11, 2023.

In addition, each non-employee director received 26,302 options (grant date fair value of $30,839) each on March 19, 2024.

These options vested immediately.

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

EQUITY COMPENSATION PLAN INFORMATION

The following table provides certain information as of December 31, 2024, with respect to our equity compensation plans under which our equity securities are authorized for issuance.

Plan Category

Number of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted-average exercise price of outstanding options, warrants and rights

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

Equity compensation plans approved by security holders

5,641,222 (1)

31,412,112(2)

Equity compensation plans not approved by security holders

Represents 5,641,222 options under our 2017 Plan.

Represents 31,412,112 shares available for grant under the 2017 Plan.

[Our 2012 Stock Option Plan was terminated on June 9, 2017 with respect to future awards].

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 March 14, 2024, for:

The following table sets forth information known to us regarding the beneficial ownership of our common stock as of April 15, 2025, 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 15,520,637 shares of our common stock outstanding as of March 22, 2024.

Applicable percentage ownership in the following table is based on 23,106,392 shares of our common stock outstanding as of April 15, 2025.

Shares of our common stock subject to options, warrants or other convertible securities that are currently exercisable or exercisable within 60 days after March 14, 2025 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.

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Consequently, the denominator for calculating beneficial ownership percentages may be different for each beneficial owner.

Except as otherwise noted, the address of each person or entity in the following table is c/o Envirotech Vehicles, Inc., 1425 Ohlendorf Road, Osceola, AR 72370.

Except as otherwise noted, the address of each person or entity in the following table is c/o Envirotech Vehicles, Inc., 7510 Ardmore Street, Houston, TX 77054.

Name of Beneficial Owner (1)

Directors and Executive Officers:

Franklin Lim (4)

Jason Maddox(4)

Elgin Tracy(5)

Merrick Alpert(6)

Melissa Barcellos(7)

Di Pietro (6)

Terri White Elk(9)

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Emry and (ii) 550,188 shares of our Common Stock underlying options that are currently exercisable or exercisable within 60 days after March 14, 2025.

Consists of (i) 3,102,385 shares of our Common Stock held of record by Jason Maddox and (ii) 1,000,000 shares of our Common Stock underlying options that are currently exercisable or exercisable within 60 days after March 14, 2025.

Consists of 1,000,000 shares of our Common Stock underlying options that are currently exercisable or exercisable within 60 days after March 14, 2025.

Consists of 400,000 shares of our Common Stock underlying options that are currently exercisable or exercisable within 60 days after March 14, 2025.

Represents (i) 94,293 shares of our Common Stock held of record by Provident Trust Group FBO Cornelia P.

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

(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.

(i) 505,051 shares of our common stock as a result of a conversion of a convertible note issued during the first quarter of 2024, (ii) 800,000 detachable options to purchase our common stock that were issued in conjunction with a convertible note, and (iii) an additional 81,250 shares of common stock underlying warrants issued to 162315 Family Trust at the second closing of our private investment in public equity, or PIPE, financing consummated on May 7, 2021, pursuant to that certain Securities Purchase Agreement, dated as of December 24, 2020, that are exercisable.

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

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Director Independence

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

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

Based on information provided by each director concerning his or her background, employment and affiliations, our board of directors has determined that Mr.

Di Pietro and Mmes.

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, 2022 to which we were a party or will be a party, in which:

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

the amounts involved exceeded or will exceed the lesser of $120,000 or one percent of the average of the Company’s total assets as of December 31, 2024 and 2023;

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 statements of Envirotech Vehicles, Inc.

for the years ended December 31, 2023 and 2022 located at Item 8, Part II of this Annual Report, the Company has entered into leases with SRI Professional Services, Incorporated (“SRI”), including the SRI Equipment Leases and the SRI Office Leases.

As more fully discussed in the audited consolidated financial statements of included in Item 8, Part II of this Annual Report, the Company has entered into lease agreements with SRI Professional Services, Incorporated (“SRI”), pursuant to which the Company leases equipment used in connection with the operation of its business (the “SRI Equipment Leases”).

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 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 obligation of the Company under the SRI Equipment Leases is $7,771.

The Company has also entered into a commercial lease agreement (the “ABCI Office Lease”) with Alpha Bravo Charlie, Inc.

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Oldridge is a director of ABCI.

During the second quarter of 2023, the Company purchased a vehicle from Phillip W.

Oldridge for $45,216, which remains unpaid as of December 31, 2023.

The Company from time to time engages 42Motorsports LTD, the owner of which is a sibling of Phillip W.

Oldridge, the Company’s Chief Executive Officer and Chairman of the Board, for engineering consulting services.

On August 13, 2024, the Company entered into a long-term loan arrangement (the "Oldridge Loan") with Phillip W.

Oldridge whereby Mr.

Oldridge loaned $300,000 to the Company.

The Oldridge Loan carried an interest rate of 8% and matures on January 1, 2026.

The Oldridge Loan was paid off in full on December 31, 2024.

The amount paid to satisfy the Oldridge Loan was $309,000 of which $9,000 represented accrued interest on the loan.

On October 30, 2024, the Company entered into a membership interest purchase agreement (the “MIPA”) with Maddox Industries, LLC (“Maddox Industries”), a provider of government contracting solutions based in Puerto Rico, and Jason Maddox, the sole member of Maddox Industries, to acquire all of the outstanding membership interests in Maddox Industries from Mr.

As consideration for the acquisition of Maddox Industries, at the closing, the Company will issue 3,100,000 shares of the Company’s common stock to Mr.

Maddox (the “Stock Consideration”), provided that the number of shares of common stock constituting the Stock Consideration will be reduced by any number of whole shares of common stock exceeding 19.99% of the outstanding shares of common stock as of immediately prior to the closing.

As additional consideration for the acquisition, during the six-month period following the closing (the “Earnout Period”), Mr.

Maddox will be eligible to receive up to six monthly cash payments in an aggregate amount of up to $1 million (each such monthly payment, an “Earnout Payment”) in accordance with the terms of the MIPA.

The Earnout Payment payable to Mr.

Maddox for each calendar month during the Earnout Period, if any, will be equal to the aggregate amount of gross revenue received by Maddox Industries in respect of any accounts receivable from any existing customer outstanding as of the closing during such calendar month, provided that all Earnout Payments payable by the Company to Mr.

Maddox under the MIPA may not exceed $1 million.

The acquisition includes a three-year contract manufacturing agreement to be executed at the Company’s expansive 580,000 square-foot facility in Osceola, Arkansas.

The Board appointed Jason Maddox the President of the Company effective as of October 16, 2024.

The following table summarizes these related party transactions for the years ending December 31, 2024 and 2023:

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SRI Office Lease

Vehicles purchased from Phillip W.

ABCI Office leases

Policies and Procedures for Related Person Transactions

All future transactions, if any, between us and our officers, directors and principal stockholders and their affiliates, as well as any transactions between us and any entity with which our officers, directors or principal stockholders are affiliated will be reviewed and approved or ratified in accordance with policies and procedures adopted by our board of directors.

Such policies and procedures require that related person transactions be approved by the Audit Committee or our board of directors or otherwise in accordance with the then applicable SEC rules and regulations governing the approval of such transactions.

The Audit Committee and the board of directors have adopted policies and procedures for review of, and standards for approval of related party transactions.

These policies and procedures have not been and will not be applied to the related party transactions described above.

All future affiliated transactions will be made or entered into on terms that are no less favorable to us than those that can be obtained from any unaffiliated third party.

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

Barton CPA, PLLC served as our independent registered public accounting firm for the fiscal year ended December 31, 2023for the fiscal year ended December 31, 2022 .

Barton CPA, PLLC served as our independent registered public accounting firm for the fiscal year s ended December 31, 2024 and 2023.

Independent Registered Public Accounting Firm Fees

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Description of Exhibit

Membership Interest Purchase Agreement, dated as of October 30, 2024, by and among Maddox Industries, LLC, Jason Maddox, and Envirotech Vehicles, Inc.

Amended and Restated Certificate of Incorporation of the Company

Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company

Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company filed with the Secretary of State of Delaware on May 26, 2021

Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company filed with the Secretary of State of Delaware on June 24, 2022

Amended and Restated Bylaws of the Company

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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

Amended and Restated Standby Equity Purchase Agreement, dated October 31, 2024, by and between Envirotech Vehicles, Inc.

and YA II PN, LTD.

Convertible Promissory Note, dated October 31, 2024, issued to YA II PN, Ltd

Letter of MaloneBailey, LLP, date August 11, 2023.

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Description of Exhibit

Insider Trading Policy

Subsidiaries of the Company

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Section 1350 Certification of Chief Executive Officer and Chief Financial Officer, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

[Clawback Policy] 68

Incentive Compensation Recovery Policy

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).*

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ENVIROTECH VEHICLES INC.

March 28, 2024

April 15, 2025

/s/ Phillip W.

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KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Phillip W.

Oldridge, Franklin Lim 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.

Oldridge and Jason Maddox 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

March 28, 2024

April 15, 2025

(Principal Executive Officer)

/s/ Franklin Lim

Chief Financial Officer

March 28, 2024

/s/ Jason Maddox

President and Interim Chief Financial Officer

April 15, 2025

/s/ Melissa Barcellos

March 28, 2024

April 15, 2025

Melissa Barcellos

/s/ Michael Di Pietro

March 28, 2024

April 15, 2025

Michael Di Pietro

/s/ Terri White Elk

March 28, 2024

April 15, 2025

Terri White Elk

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