What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-04-13 compared with 2025-04-15 · 115 added, 143 removed, 348 unchanged (43% of the section changed)

9 unchanged sentences

Based on such evaluation, our management concluded that, as of December 31, 2025, our internal control over financial reporting was not effective as of December 31, 2025.

Deficiencies existed in the design or operation of our internal control over financial reporting that adversely affect our internal controls.

Deficiencies existed in the design or operation of our internal control over financial reporting that adversely affect the operation of 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.

1 unchanged sentence

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.

As a result of such changes, our management concluded that we were unable to maintain the levels of resources during such periods at the levels of prior periods, and that such changes to our procedures significantly affected our internal control over financial reporting during the year ended December 31, 2025.

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.

9 unchanged sentences

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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

The following table sets forth information regarding our executive officers and directors at the date of this Annual Report:

Executive Officers

Chief Executive Officer, Chairman of the Board and Director

President and Interim Chief Financial Officer

Chief Operating Officer

Merrick Alpert

Chief Communication Officer

Melissa Barcellos (1)(2)(3)

Chief Communications Officer

Michael Di Pietro (1)(2)(3)

17 unchanged sentences

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.

Maddox has served as the Chief Executive Officer of Maddox Defense since October 2012 and as Chief Executive Officer of 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.

21 unchanged sentences

Non-Employee Directors

Melissa Barcellos, Director

Melissa Barcellos has served as a director since March 2021.

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.

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.

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.

Di Pietro was the President of Michael DiPietro, CPA, Inc., a full-service public accounting firm he founded in 1991.

He retired in February 2026 and was succeeded by his sons.

Di Pietro 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 was the chair of the finance committee.

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

He currently serves as the Chairman of NEI (Nutrition and Education Institute), an international humanitarian organization that combats malnutrition especially amongst women and children.

He is also the CEO of Pathway to a Promise, an immigration services platform which is scheduled to go public later in 2026.

Beginning in July of 2023, he has been serving as a Trustee and as the Chair of the Audit Committee of a major Charitable Foundation (Dan Murphy Foundation).

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.

1 unchanged sentence

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

7 unchanged sentences

Our Audit Committee currently consists of Mr.

Di Pietro (Chairperson) and Mmes.

Barcellos and White Elk.

Di Pietro (Chairperson) and Ms.

Melissa Barcellos was a member of our Audit Committee prior to her resignation effective as of our 2025 Annual Meeting of Stockholders held on February 3, 2026 (see “Recent Developments” under Part II, Item 7 "Management's Discussion and Analysis of Financial Conditions and Results of Operations" of this Annual Report for more information).

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

1 unchanged sentence

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.

Di Pietro 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.

25 unchanged sentences

January 10, 2025:

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.

Section 16(a) filing filed late by William Miller reporting one late Form 4 reflecting one transaction.

March 14, 2025:

Section 16(a) filing filed late by Melissa Barcellos, Michael Di Pietro, Terri White Elk, Jason Maddox, Phillip Oldridge, Elgin Tracy.

Each filed one late Form 4 reporting one transaction, with the exception of Melissa Barcellos, Michael Di Pietro, Terri White Elk, who reported two transactions.

May 21, 2025:

Section 16(a) filing filed late by Jason Maddox reporting one late Form 5 reflecting one transaction.

Insider Trading Policy

9 unchanged sentences

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)

Jason Maddox, our President and Interim Chief Financial Officer

Elgin Tracy, our Chief Operating Officer

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

2 unchanged sentences

Name and Principal Position

Oldridge( 2 )

— — 137,600 — 137,600

Chief Executive Officer

Former Executive Vice President

Franklin Lim(4)

Former Chief Financial Officer and Treasurer

87,500 — 1,070,871 5,250 1,163,621

Jason Maddox( 3 )

— — 137,600 352,000 489,600

President and Interim Chief Financial Officer

Elgin Tracy( 4 )

— — 137,600 352,000 489,600

Chief Operating Officer

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

1 unchanged sentence

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.

Emry resigned effective October 15, 2024.

( 2 ) All other compensation for Mr.

1 unchanged sentence

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.

( 3 ) For Mr.

Maddox, represents $352,000 earned by Shell Castle LLC, an entity owned by Mr.

Maddox, for services rendered as President and Interim Chief Financial Officer of the Company.

Maddox was not a named executive officer for the year ended December 31, 2024.

( 4 ) For Mr.

Tracy, represents $352,000 earned by Met Consulting LLC, an entity owned by Mr.

Tracy, for services rendered as Chief Operating Officer of the Company.

Tracy was not a named executive officer for the year ended December 31, 2024.

Outstanding Equity Awards at 2025 Fiscal Year-End

2 unchanged sentences

Unexercisable

25,000 — 90.00 1/7/2031

Chief Executive Officer

Former Executive Vice President

Former Chief Financial Officer

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.

15,000 — 20.00 1/7/2032

5,000 — 24.00 1/7/2032

17,426 — 21.00 7/11/2033

91,332 — 21.10 3/19/2034

100,000 ( 1 ) — 2.50 3/10/2035

President and Interim Chief Financial Officer

100,000 ( 1 ) — 2.50 3/10/2035

Chief Operating Officer

These stock options were granted on March 10, 2025 under the 2017 Plan with an exercise price equal to the closing price of the Company’s common stock on the date of grant.

The options were fully vested upon grant.

Compensation Arrangements with Named Executive Officers

24 unchanged sentences

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.

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.

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

Emry terminated her employment effective October 15, 2024.

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.

Our Named Executive Officers are not entitled to any severance or change in control payments or benefits, other than as described 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.

1 unchanged sentence

(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;

9 unchanged sentences

During the year ended December 31, 2025 , our directors who also served as employees were Mr.

Oldridge, our Chief Executive Officer, and Mrs.

Emry, our Executive Vice President.

Oldridge, our Chief Executive Officer, and Mr.

Maddox, President and Interim Chief Financial Officer.

Their compensation is addressed above under “ Executive Compensation ."

11 unchanged sentences

Terri White Elk

Melissa Barcellos

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.

$ 40,600 $ 27,514 $ 68,114

43,300 27,514 70,814

Melissa Barcelos( 1 )

39,000 27,514 66,514

$ 122,900 $ 82,542 $ 205,442

( 1 ) On November 12, 2025, Melissa Barcellos informed the Company that she would not stand for re-election to the Board upon expiration of her current term as a Class II director effective as of the Company’s 2025 Annual Meeting of Stockholders held on February 3, 2026.

On March 10, 2025, each non-employee director received 20,000 options (grant date fair value of $27,514 ).

Of this amount, 10,000 of these options vested immediately while the remaining 10,000 options vested on the one -year anniversary of the grant date.

As of December 31, 2025, the following options were outstanding and held by each non-employee director:

Outstanding Options

Terri White Elk

Melissa Barcelos

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

6 unchanged sentences

Equity compensation plans approved by security holders

5,641,222 (1)

31,412,112(2)

Equity compensation plans not approved by security holders

1 unchanged sentence

Represents 1,128,693 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:

The following table sets forth information known to us regarding the beneficial ownership of our common stock as of March 25, 2026, for:

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

5 unchanged sentences

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 23,106,392 shares of our common stock outstanding as of April 15, 2025.

Applicable percentage ownership in the following table is based on 23,106,392 shares of our common stock outstanding as of March 25, 2026.

Shares of our common stock subject to options, warrants or other convertible securities that are currently exercisable or exercisable within 60 days after March 25, 2026 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.

4 unchanged sentences

Directors and Executive Officers:

Terri White Elk(6)

Jason Maddox(3)

Elgin Tracy(4)

Merrick Alpert(6)

Melissa Barcellos(7)

Terri White Elk(9)

All directors and executive officers as a group (6 persons)

5% Stockholders:

Gerald Douglas Conrod(10)

Represents beneficial ownership of less than 1%

2 unchanged sentences

Oldridge, (ii) 48,661 shares owned indirectly through a family relationship and (iii) 253,759 shares of our Common Stock underlying options that are currently exercisable or exercisable within 60 days after March 25, 2026.

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.

Consists of (i) 310,000 shares of our Common Stock held of record by Jason Maddox and (ii) 100,000 shares of our Common Stock underlying options that are currently exercisable or exercisable within 60 days after March 25, 2026.

Consists of 100,000 shares of our Common Stock underlying options that are currently exercisable or exercisable within 60 days after March 25, 2026.

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.

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.

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.

Consists of (i) 883 shares of our Common Stock held of record by Michael Di Pietro and (ii) 33,830 shares of our Common Stock underlying options that are currently exercisable or exercisable within 60 days after March 25, 2026.

Consists of 33,830 shares of our Common Stock underlying options that are currently exercisable or exercisable within 60 days after March 25, 2026.

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

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

Conrod serves as co-trustee of 162315 Family Trust and, in such capacity, shares voting and dispositive power over the 578,556 shares held of record by the trust.

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

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

(i) 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.

Our Board 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.

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

Di Pietro and Ms.

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 her responsibilities and that each of these directors is an “independent director” as that term is defined under the Nasdaq Rule 5605(a)(2).

Prior to her resignation effective as of the 2025 Annual Meeting, the Board had determined that Ms.

Barcellos was an “independent director” as that term is defined under the Nasdaq Rule 5605(a)(2).

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;

Other than compensation arrangements for our directors and Named Executive Officers, which are described in the sections titled “Director Compensation” and “Executive Compensation,” respectively, below we describe transactions since January 1, 2024 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 at year-end for the last two completed fiscal years;

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.

Beginning in December 2024, the Company manufactures medical supplies under a subcontractor arrangement with Maddox Medical, a company owned by Jason Maddox, the Company’s President and Interim Chief Financial Officer, and Elgin Tracy, the Company's Chief Operating Officer.

The Company earned $0 in revenue for the year ended December 31, 2024 and $5,589,945 for the year ended December 31, 2025, under this arrangement.

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”).

5 unchanged sentences

Oldridge is a director of ABCI.

Under the ABCI Office Lease, the Company paid $60,000 during the year ended December 31, 2024, and $60,000 for the year ended December 31, 2025.

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.

The Company paid 42Motorsports LTD $150,000 for the year end December 31, 2024 and $75,000 for the year ended December 31, 2025, for engineering consulting services.

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

4 unchanged sentences

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.

On October 30, 2024, the Company entered into the MIPA” with 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 issued 3,100,000 shares of the Company’s common stock to Mr.

As additional consideration for the acquisition, during the six-month Earnout Period, Mr.

Maddox is eligible to receive up to six monthly Earnout Payments in accordance with the terms of the MIPA.

The Earnout Payment payable to Mr.

1 unchanged sentence

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:

On October 20, 2025, the MIPA was amended to extend the Earnout Period to June 17, 2026.

Any Earnout Payment during the Extended Earnout Period is otherwise subject to the same terms and conditions set forth in the MIPA.

In 2025, Earnout Payments totaling $770,000 were paid out to the Seller in conjunction with these earnout provisions.

The following table summarizes these related party transactions (other than the subcontractor arrangement with Maddox Medical) for the years ending December 31, 2025 and 2024:

Year Ended December 31,

SRI Equipment Leases

SRI Office Lease

ABCI Office leases

Earn-out payment

Oldridge Loan

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.

We do not currently have a formal, written policy or procedure for the review and approval of related person transactions.

However, the charter for our Audit Committee provides that our Audit Committee is required to review and approve any transactions between the Company and any related parties.

Each of the related person transactions described above was reviewed and either approved or ratified by our Audit Committee, and we intend to follow this practice for any future related person transactions.

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.

Barton CPA, PLLC served as our independent registered public accounting firm for the fiscal years ended December 31, 2025 and 2024.

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 :

The following table shows the fees that were billed for audit and other services during the fiscal years ended December 31, 2025 and 2024:

For the Fiscal Year Ended

23 unchanged sentences

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

Amendment to Membership Interest Purchase Agreement, dated October 20, 2025, by and among Maddox Industries, LLC, Jason Maddox and Envirotech Vehicles, Inc.

Amended and Restated Certificate of Incorporation of the Company

2 unchanged sentences

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

Certificate of Amendment to Amended and Restated Certificate of Incorporation of Envirotech Vehicles, Inc., filed with the Secretary of State of Delaware on August 6, 2025

Amended and Restated Bylaws of the Company

1 unchanged sentence

Form of Secured Promissory Note

Common Stock Purchase Warrant, dated June 26, 2017, issued to Boustead Securities, LLC

Common Stock Purchase Warrant, dated June 19, 2017, issued to Redwood Group International Limited

Form of Placement Agent Warrant, dated January 5, 2018

Form of Unit Certificate

Form of Warrant

Form of Debenture

Form of Warrant

Description of Registrant’s Securities

4 unchanged sentences

and the Company, dated November 7, 2014

Employment Agreement, by and between Michael K.

Menerey and the Company, dated January 1, 2017

2017 Equity Incentive Plan

Envirotech Vehicles, Inc.

2017 Equity Incentive Plan, as amended.

Form of Stock Option Agreement for 2017 Equity Incentive Plan

2 unchanged sentences

Description of Exhibit

Securities Purchase Agreement, dated January 5, 2018, by and among the Company and certain investors set forth therein

Form of Subscription Agreement

Form of Escrow Deposit Agreement

Paycheck Protection Program Promissory Note and Agreement, dated May 3, 2020, between ADOMANI, Inc.

and Wells Fargo Bank, NA

Loan Authorization and Agreement, dated May 17, 2020, between ADOMANI, Inc.

Small Business Administration

Promissory Note, dated May 17, 2020, issued by ADOMANI, Inc.

Small Business Administration

Security Agreement, dated May 17, 2020, executed by ADOMANI, Inc.

in favor of the U.S.

Small Business Administration

Balloon Payment Promissory Note, dated as of October 28, 2020, between ADOMANI, Inc.

and Envirotech Drive Systems Incorporated / SRI Professional Services, Incorporated

Separation Agreement and General Release, dated as of October 30, 2020, between ADOMANI, Inc.

Form of Exchange Agreement.

Form of Securities Purchase Agreement, dated December 24, 2020, by and between ADOMANI, Inc.

and the parties thereto

Form of Registration Rights Agreement

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

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

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

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.

Incorporated by Reference

Description of Exhibit

Supplemental Agreement, dated February 24, 2025, by and between Envirotech Vehicles, Inc.

and YA II PN LTD.

Securities Purchase Agreement, dated as of March 6, 2026, between Envirotech Vehicles, Inc.

and the investor listed on Schedule I thereto

Sublease Agreement, dated February 1, 2025, by and among Maddox Defense, Inc., Envirotech Vehicles, Inc.

and Maddox Industries, LLC

Manufacturing Agreement, dated September 9, 2024, by and between Maddox Medical Corp.

(as assignee of Maddox Defense, Inc.) and Maddox Industries, LLC

Assignment and Assumption Agreement, dated April 5, 2025, by and among Maddox Defense, Inc., Maddox Medical Corp.

and Maddox Industries, LLC

Insider Trading Policy

33 unchanged sentences

April 13, 2026

/s/ Melissa Barcellos

April 15, 2025

Melissa Barcellos

/s/ Michael Di Pietro

5 unchanged sentences

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