AZIO AI HOLDINGS, INC. 10-K

Item 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures 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 Exchange Act, 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 were not effective to ensure that information that we are required to disclose in reports that we file or submit under the Exchange Act is (a) recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and (b) 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 Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, 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 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 a smaller reporting company, such report must be attested to by our independent registered public accounting firm. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our internal control over financial reporting as of December 31, 2023 using the framework established by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control—Integrated Framework (2013 framework). Based on such evaluation, our management concluded that, as of December 31, 2023, our internal control over financial reporting was not effective as of December 31, 2023. Deficiencies existed in the design or operation of our internal control over financial reporting that adversely affect our internal controls. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. 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. As a result of such changes, our management concluded that we were unable to maintain the levels of segregation of duties during such periods at the levels of prior periods, and that such changes to our disclosure controls and procedures significantly affected our internal control over financial reporting during the year ended December 31, 2024. Although we have yet to fully resolve such deficiencies as of the date of this Annual Report, we have engaged, and continue to seek the assistance of additional, experienced accounting professionals with relevant expertise to supplement our efforts and mitigate the negative effects of the above-described material weaknesses. 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 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 Other than the material weakness 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 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. 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). Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION Not applicable. 62 Table of Contents Part III Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE MANAGEMENT The following table sets forth information regarding our executive officers and directors at the date of this report: Name Age Position Executive Officers Phillip W. Oldridge 63 Chief Executive Officer, Chairman of the Board and Director Jason Maddox 47 President Elgin Tracy 40 Chief Operating Officer Merrick Alpert 58 Chief Communication Officer Directors Melissa Barcellos (1)(2)(3) 41 Director Michael Di Pietro (1)(2)(3) 70 Director Terri White Elk (1)(2)(3) 55 Director (1) Member of our Audit Committee. (2) Member of our Compensation Committee. (3) Member of our Nominating and Corporate Governance Committee. Executive Officers Phillip W. Oldridge, Chief Executive Officer, Chairman of the Board, and Director Phillip W. Oldridge has served as our Chief Executive Officer since September 2020 and as our Chairman of the Board and a director since March 2021. Prior to joining us, Mr. Oldridge was the founder and the Chief Executive Officer of GreenPower Motor Company, Inc., a publicly traded designer and manufacturer of passenger transit and shuttle buses, from November 2011 until June 2019, where he also served as a member of the board of directors from December 2012 until June 2019. From November 2006 until January 2010, Mr. Oldridge served as the Chief Executive Officer of Bus and Coach International, a manufacturer of buses and coaches. Before that, Mr. Oldridge was the Chief Executive Officer of Nevada Charter Inc., a bus and coach charter company, from October 1994 until December 2001. Mr. Oldridge holds a Master of Business Administration from Richmond, the American University in London, from which he also received a Bachelor of Science degree. 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. 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. Mr. 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. Mr. 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. Mr. 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. government. 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. Mr. 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. 63 Table of Contents Non-Employee Directors Melissa Barcellos, Director Melissa Barcellos has served as a director since March 2021. Ms. Barcellos is employed in the mining industry and currently works on Environmental, Social and Governance ("ESG") initiatives that focus on community and indigenous business development including involvement in supply chain and construction. She has experience in the clean technology industry, including international government relations and held economic development positions for over 14 years. Her governance experience includes Chairman of the Board and Director positions on multiple non-profit organizations and being a member of governance, finance, audit and human resources executive committees. She currently sits on the Board of Directors of the Prince George Airport Authority. Ms. Barcellos received a Bachelor of Commerce in Marketing and General Business from the University of Northern British Columbia and obtained a Post Graduate Certificate in Economic Development from the University of Waterloo. Based on these qualifications, the Board believes that Ms. Barcellos is qualified to serve on the Board of Directors. Michael Di Pietro, Director Michael Di Pietro has served as a director since March 2021. Mr. Di Pietro is the President of Michael DiPietro, CPA, Inc., a full-service public accounting firm he founded in 1991. 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. Mr. 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. Mr. 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 Terri White Elk has served as a director since March 2021. Ms. White Elk is a member of the Real Estate Investment Sales team at Keller Williams Realty SW in Las Vegas, Nevada, a position she has held since July 2003. Ms. White Elk also served as Operations Manager of Innovative Real Estate Strategies, a real estate and investment firm based in Las Vegas, Nevada, from July 2009 until May 2018, and was a Sales Executive at Legacy Partners Inc., a real estate development firm, from March 2005 until September 2008. Ms. 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. Audit Committee Our Audit Committee currently consists of Mr. Di Pietro (Chairperson) and Mmes. Barcellos and White Elk. 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. 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; • reviewing, with our independent registered public accounting firm, all critical accounting policies and procedures; • reviewing with management the adequacy and effectiveness of our internal control structure and procedures for financial reports; • reviewing and discussing with management and our independent registered public accounting firm our annual audited financial statements and any certification, report, opinion or review rendered by our independent registered public accounting firm; • reviewing and investigating conduct alleged to be in violation of our code of business conduct and ethics; • reviewing and approving related party transactions; • preparing the Audit Committee report required in our annual proxy statement; and • reviewing and evaluating, at least annually, its own performance and the adequacy of the committee charter. 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 64 Table of Contents Code of Business Conduct and Ethics We have adopted a written code of business conduct and ethics, which outlines the principles of legal and ethical business conduct under which we do business. 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: Brock J. 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. 65 Table of Contents Item 11. EXECUTIVE COMPENSATION EXECUTIVE COMPENSATION Overview 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, 2024 and 2023. These executive officers, determined in accordance with SEC rules, for the year ended December 31, 2024, were: • Phillip W. Oldridge, our Chief Executive Officer; • 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 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: Option All Other Salary Bonus Awards Compensation Total Name and Principal Position Year ($) ($) ($)(1) ($) ($) Phillip W. Oldridge 2024 87,500 — 1,070,871 5,250 1,163,621 Chief Executive Officer 2023 300,000 — 322,073 18,000 (3) 640,073 Susan M. Emry(2) 2024 191,859 — 388,165 — 580,024 Former Executive Vice President 2023 200,000 — 144,605 — 344,605 Franklin Lim(4) 2024 185,313 — 117,250 — 302,563 Former Chief Financial Officer and Treasurer 2023 145,000 5,000 21,167 — 171,167 (1) 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 Item 8 of this Annual Report on Form 10-K for the fiscal year ended December 31, 2024. 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. (2) Ms. Emry resigned effective October 15, 2024. (3) All other compensation for Mr. Oldridge represents the value of a $1,500 monthly auto allowance paid per the terms of his employment agreement. However, Mr. Oldridge decided not to take any compensation starting in the second quarter of 2024. (4) Mr. Lim was appointed Chief Financial Officer effective February 24, 2024. He resigned effective December 31, 2024 and returned as an independent contractor in the financial reporting capacity in March 2025. 66 Table of Contents Outstanding Equity Awards at 2024 Fiscal Year-End The following table sets forth information regarding outstanding stock options held by our Named Executive Officers as of December 31, 2024. Our Named Executive Officers did not hold any restricted stock or other equity awards as of December 31, 2024: Number of Number of Securities Securities Underlying Underlying Unexercised Unexercised Option Options (1) Options Exercise Option (#) (#) Price Expiration Name Exercisable Unexercisable ($) Date Phillip W. Oldridge 250,000 — 9.00 1/7/2031 Chief Executive Officer 150,000 — 2.00 1/7/2032 50,000 — 2.40 1/7/2032 174,257 — 2.10 7/11/2033 913,321 — 2.11 3/19/2034 Susan M. Emry 100,000 — 2.00 1/7/2032 Former Executive Vice President 40,893 — 2.40 1/7/2032 78,238 — 2.10 7/11/2033 331,057 — 2.11 3/19/2034 Franklin Lim 2,778 2222 2.65 4/17/2033 Former Chief Financial Officer 100,000 — 2.44 2/24/2034 13,770 — 2.11 3/19/2034 (1) The options were granted to Mr. Lim on April 19, 2023, and vest ratably at 1/36th per month over three years from the grant date. The options to Mr. Oldridge and Mrs. Emry were fully vested upon grant. Compensation Arrangements with Named Executive Officers Phillip W. Oldridge Mr. 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”). Mr. Oldridge’s base salary is $300,000. 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. Mr. Oldridge’s employment shall continue until terminated in accordance with the Oldridge Agreement. If Mr. Oldridge is terminated without cause or if he terminates his employment for good reason, Mr. Oldridge will be entitled to receive (i) one-year of base salary 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. Susan M. Emry Mrs. 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 entered into an employment agreement, dated as of December 31, 2021 (the “Emry Agreement”), with Mrs. Emry, whose base salary is $200,000 per year. Mrs. Emry’s employment shall continue until terminated in accordance with the Emry Agreement. Ms. Emry terminated her employment effective October 15, 2024. 67 Table of Contents 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; (b) a merger in which we are not the surviving corporation; (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; or (e) our liquidation or dissolution. Employee Benefit and Equity Incentive Plans We currently maintain the 2017 Plan. 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 Directors who are also our employees receive no additional compensation for their service as a director. During the year ended December 31, 2024, our directors who also served as employees were Mr. Oldridge, our Chief Executive Officer, and Mrs. Emry, our Executive Vice President. Their compensation is addressed above under “ Executive Compensation ." 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. 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: $31,000 Audit Committee Chair: $12,300 Compensation Committee Chair: $9,600 Nominating and Corporate Governance Committee Chair: $8,000 Reimbursement for all directors reasonable expenses incurred during the course of their performance. The table below sets forth the compensation earned by each of our non-employee directors during the fiscal year December 31, 2024: 2024 Director Compensation Table Fees earned or paid in cash Name ($) Terri White Elk 40,600 Michael A. DiPietro 43,300 Melissa Barcellos 39,000 Brock J. Pierce — 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. 68 Table of Contents Item 12 . 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)) (a) (b) (c) Equity compensation plans approved by security holders 5,641,222 (1) $2.59 31,412,112(2) Equity compensation plans not approved by security holders None N/A None Total 5,641,222 $2.59 31,412,112 (1) Represents 5,641,222 options under our 2017 Plan. (2) 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 April 15, 2025, for: • each person, or group of affiliated persons, known to us to beneficially own more than 5% of our common stock; • each of our directors; • each of our named executive officers included in the Summary Compensation Table included in this Annual Report; and • all of our directors and executive officers as a group. Beneficial ownership of shares is determined under the rules of the SEC and generally includes any shares over which a person exercises sole or shared voting or investment power. Except as indicated by footnote, and subject to applicable community property laws, we believe each person identified in the table has sole voting and investment power with respect to all shares of our common stock beneficially owned by them. 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. 69 Table of Contents 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. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person or entity. 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., 7510 Ardmore Street, Houston, TX 77054. Number of Percent of Name of Beneficial Owner (1) Shares Shares Directors and Executive Officers: Phillip W. Oldridge (2) 3,046,187 11.9 % Susan M. Emry (3) 655,288 2.8 % Franklin Lim 116,548 * Jason Maddox(4) 4,102,387 17.8 % Elgin Tracy(5) 1,000,000 4.3 % Merrick Alpert(6) 400,000 1.7 % Melissa Barcellos(7) 333,404 1.4 % Michael A. Di Pietro(8) 247,132 1.1 % Terri White Elk(9) 238,302 1.0 % All directors and executive officers as a group (9 persons) 10,139,248 5% Stockholders: Gerald Douglas Conrod(10) 1,964,857 8.5% * Represents beneficial ownership of less than 1%. (1) Unless otherwise indicated, all shares are owned directly by the beneficial owner. (2) Consists of (i) 22,000 shares of our Common Stock held of record by Phillip W. Oldridge, (ii) 486,609 shares owned indirectly through a family relationship and (iii) 2,537,578 shares of our Common Stock underlying options that are currently exercisable or exercisable within 60 days after March 14, 2025. (3) Consists of (i) 105,000 shares of our Common Stock held of record by Susan M. 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. (4) 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. (5) 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. (6) Consists of 400,000 shares of our Common Stock underlying options that are currently exercisable or exercisable within 60 days after March 14, 2025. (7) Represents (i) 94,293 shares of our Common Stock held of record by Provident Trust Group FBO Cornelia P. Doherty ROTH IRA, over which Ms. Barcellos has voting and investment control pursuant to a Voting Trust Agreement dated March 20, 2017, (ii) 809 shares of our Common Stock held of record by Melissa Barcellos and (iii) 238,302 shares of our Common Stock underlying options that are currently exercisable or exercisable within 60 days after March 14, 2025. (8) Consists of (i) 8,830 shares of our Common Stock held of record by Michael A. Di Pietro and (ii) 238,302 shares of our Common Stock underlying options that are currently exercisable or exercisable within 60 days after March 14, 2025. (9) Consists of 238,302 shares of our Common Stock underlying options that are currently exercisable or exercisable within 60 days after March 14, 2025. (10) 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. Mr. Conrod serves as co-trustee of 162315 Family Trust and, in such capacity, shares voting and dispositive power over the 578,556 shares held of record by the trust. Mr. 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) 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. 70 Table of Contents Item 13 . 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. 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. 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 the lesser of $120,000 or one percent of the average of the Company’s total assets as of December 31, 2024 and 2023; and • 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 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”). Phillip W. Oldridge, the Company’s Chief Executive Officer and Chairman of the Board, and a member of its board of directors, serves as an executive officer and a member of the board of directors of SRI. The 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. (“ABCI”) that commenced on April 1, 2020, for the lease of office space in Porterville, California. Mr. Oldridge is a director of ABCI. 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. Maddox. 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: Year Ended December 31, 2024 2023 SRI Equipment Leases $ 93,248 $ 93,247 SRI Office Lease — 26,390 Total SRI 93,248 119,637 ABCI Office leases 60,000 33,600 Total $ 153,248 $ 153,237 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. 71 Table of Contents Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES 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 The following table shows the fees that were billed for audit and other services during the fiscal years endedDecember 31, 2024 and 2023 : For the Fiscal Year Ended December 31, 2024 2023 Audit Fees (1) $ 192,000 $ 245,000 Audit-Related Fees (2) — — Tax Fees (3) — — All Other Fees (4) — — Total $ 192,000 $ 245,000 (1) 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 2024 Annual Report, and the review of our financial statements included in 2024 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. (2) 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. (3) 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. No tax services were provided in either period. (4) 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. 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. 72 Table of Contents Part IV Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES (a) The following documents are filed as part of this Annual Report: (1) 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. (2) Financial Statement Schedules . Schedules are omitted because the required information is not present or is not present in amounts sufficient to require submission of the schedule or because the information required is given in the consolidated financial statements or the notes thereto. 73 Table of Contents (3) Exhibits . The following exhibits are filed (or incorporated by reference herein) as part of this Annual Report: Exhibit Index Incorporated by Reference Exhibit Exhibit Filed Number Description of Exhibit Form File No. Date No. Herewith 2.1* Membership Interest Purchase Agreement, dated as of October 30, 2024, by and among Maddox Industries, LLC, Jason Maddox, and Envirotech Vehicles, Inc. 8-K 001-38078 11/5/2024 2.1 3.1 Amended and Restated Certificate of Incorporation of the Company 1-A POS 024-10656 6/15/2017 2.7 3.2 Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company 8-K 001-38078 6/11/2018 3.1 3.3 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 8-K 001-38078 6/2/2021 3.1 3.4 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 8-K 001-38078 6/28/2022 3.1 3.5 Amended and Restated Bylaws of the Company 1-A POS 024-10656 6/15/2017 2.8 4.1 Specimen Common Stock Certificate S-1/A 333-220983 12/15/2017 4.1 4.2 Form of Secured Promissory Note 1-A 024-10656 12/21/2016 3.1 4.3 Common Stock Purchase Warrant, dated June 26, 2017, issued to Boustead Securities, LLC 10-Q 001-38078 8/14/2017 4.1 4.4 Common Stock Purchase Warrant, dated June 19, 2017, issued to Redwood Group International Limited 10-Q 001-38078 8/14/2017 4.2 4.5 Form of Placement Agent Warrant, dated January 5, 2018 8-K 001-38078 1/8/2018 4.2 4.6 Form of Unit Certificate S-1/A 333-220983 1/4/2018 4.7 4.7 Form of Warrant 8-K 001-38078 12/28/2020 4.1 4.8 Description of Registrant’s Securities 10-K 001-38078 3/31/2021 4.8 9.1 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 1-A/A 024-10656 4/7/2017 5.1 10.2+ Form of Indemnity Agreement 1-A 024-10656 12/21/2016 6.8 10.3 Patent License-Use and Manufacturing Agreement, by and between Silicon Turbine Systems, Inc. and the Company, dated November 7, 2014 1-A 024-10656 12/21/2016 6.9 10.4+ Employment Agreement, by and between Michael K. Menerey and the Company, dated January 1, 2017 1-A/A 024-10656 1/17/2017 6.15 10.5+ 2017 Equity Incentive Plan 1-A/A 024-10656 4/7/2017 6.17 10.6+ Form of Stock Option Agreement for 2017 Equity Incentive Plan 1-A/A 024-10656 4/7/2017 6.18 10.7+ Form of Notice of Grant of Stock Option for 2017 Equity Incentive Plan 1-A/A 024-10656 4/7/2017 6.19 74 Table of Contents Incorporated by Reference Exhibit Exhibit Filed Number Description of Exhibit Form File No. Date No. Herewith 10.8 Securities Purchase Agreement, dated January 5, 2018, by and among the Company and certain investors set forth therein 8-K 001-38078 1/8/2018 10.1 10.9 Form of Subscription Agreement 1-A/A 024-10656 2/13/2017 4.1 10.10 Form of Escrow Deposit Agreement 1-A/A 024-10656 2/13/2017 8.1 10.12 Paycheck Protection Program Promissory Note and Agreement, dated May 3, 2020, between ADOMANI, Inc. and Wells Fargo Bank, NA 10-Q 001-38078 8/14/2020 10.1 10.13 Loan Authorization and Agreement, dated May 17, 2020, between ADOMANI, Inc. and the U.S. Small Business Administration 10-Q 001-38078 8/14/2020 10.2 10.14 Promissory Note, dated May 17, 2020, issued by ADOMANI, Inc. to the U.S. Small Business Administration 10-Q 001-38078 8/14/2020 10.3 10.15 Security Agreement, dated May 17, 2020, executed by ADOMANI, Inc. in favor of the U.S. Small Business Administration 10-Q 001-38078 8/14/2020 10.4 10.16 Balloon Payment Promissory Note, dated as of October 28, 2020, between ADOMANI, Inc. and Envirotech Drive Systems Incorporated / SRI Professional Services, Incorporated 10-Q 001-38078 11/13/2020 10.1 10.17+ Separation Agreement and General Release, dated as of October 30, 2020, between ADOMANI, Inc. and James L. Reynolds 10-Q 001-38078 11/13/2020 10.2 10.18 Form of Exchange Agreement. 8-K 001-38078 12/03/2020 10.1 10.19 Form of Securities Purchase Agreement, dated December 24, 2020, by and between ADOMANI, Inc. and the parties thereto 8-K 001-38078 12/28/2020 10.1 10.20 Form of Registration Rights Agreement 8-K 001-38078 12/28/2020 10.2 10.21 Agreement and Plan of Merger, dated February 16, 2021, by and among ADOMANI, Inc., EVT Acquisition Company, Inc., and Envirotech Drive Systems, Inc. 8-K 001-38078 2/17/2021 2.1 10.22+ Employment Agreement, dated as of December 31, 2021, by and between the registrant and Phillip W. Oldridge. 8-K 001-38078 1/7/2022 10.1 10.23+ Employment Agreement, dated as of December 31, 2021, by and between the registrant and Susan M. Emry. 8-K 001-38078 1/7/2022 10.2 10.24 Amended and Restated Standby Equity Purchase Agreement, dated October 31, 2024, by and between Envirotech Vehicles, Inc. and YA II PN, LTD. S-1 333-282961 11/1/2024 10.22 10.25 Convertible Promissory Note, dated October 31, 2024, issued to YA II PN, Ltd S-1 333-282961 11/1/2024 10.23 16.1 Letter of MaloneBailey, LLP, date August 11, 2023. 8-K 001-38078 8/11/2023 16.1 75 Table of Contents Incorporated by Reference Exhibit Exhibit Filed Number Description of Exhibit Form File No. Date No. Herewith 19.1 Insider Trading Policy X 21.1 Subsidiaries of the Company X 23.1 Consent of Barton CPA, PLLC, independent registered public accounting firm X 24.1 Power of Attorney (included on signature page) X 31.1 Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer X 31.2 Rule 13a-14(a) / 15d-14(a) Certification of Chief Financial Officer X 32.1# 18 U.S.C. Section 1350 Certification of Chief Executive Officer and Chief Financial Officer, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 97.1 Incentive Compensation Recovery Policy 10-K 001-38078 3/28/2024 97.1 101.INS 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).* X 101.SCH Inline XBRL Taxonomy Extension Schema Document* X 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document* X 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document* X 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document* X 101.DEF Inline XBRL Taxonomy Extension Definitions Linkbase Document* X 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). + 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 Annual 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 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. Item 16. FORM 10-K SUMMARY None. 76 Table of Contents SIGNATURES 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. Date: April 15, 2025 By: /s/ Phillip W. Oldridge Phillip W. Oldridge Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Phillip W. 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. Signature Title Date /s/ Phillip W. Oldridge Chief Executive Officer and Director April 15, 2025 Phillip W. Oldridge (Principal Executive Officer) /s/ Jason Maddox President and Interim Chief Financial Officer April 15, 2025 Jason Maddox /s/ Melissa Barcellos Director April 15, 2025 Melissa Barcellos /s/ Michael Di Pietro Director April 15, 2025 Michael Di Pietro /s/ Terri White Elk Director April 15, 2025 Terri White Elk 77