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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A
Amendment No. 1
 

 
 
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2022 or
--12-31FY2022
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from to
 
Commission file number: 001-38078
 

ENVIROTECH VEHICLES, INC.
(Name of registrant as specified in its charter)
 

 
Delaware
46-0774222
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
 
1425 Ohlendorf Road
Osceola, AR 72370
(Address of principal executive offices, including zip code)
 
Registrants telephone number including area code: (870) 970-3355
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class 
Trading Symbol(s)
Name of each exchange on which registered.
Common Stock, $0.00001 par value
EVTV
Nasdaq Stock Market LLC
 
Securities registered pursuant to Section 12(g) of the Act: None
 

 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.         Yes ☐         No
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.         Yes ☐         No
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes ☐      No
 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).       Yes ☐      No
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
   
 
 

 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
 
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
 
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
 
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No ☒
 
The aggregate market value of the common stock held by non-affiliates of the registrant, based on the closing price reported by the Nasdaq Stock Market LLC. on June 30, 2022, was approximately $76.9 million.
 
As of September 20, 2023, 15,106,088 shares of the registrant’s common stock were issued and outstanding.
 
Auditor Name: Barton CPA PLLC
Auditor Location: Cypress, Texas
Auditor PCAOB Firm ID: 6968
 


 
 

 
EXPLANATORY NOTE
 
This Annual Report on Form 10-K/A constitutes Amendment No. 1 (the “Amendment”) to the Annual Report on Form 10-K of Envirotech Vehicles, Inc. (the “Company”) for the year ended December 31, 2022, which was originally filed with the Securities and Exchange Commission on September 25, 2023 (the “Original Filing”). This Amendment is being filed solely to amend the certifications of the Principal Executive Officer and Principal Financial Officer of the Company required under Section 302 of the Sarbanes-Oxley Act of 2002 that were included as Exhibits 31.1 and 31.2 to the Original Filing, respectively (the “Certifications”). Specifically, the introductory sentence of paragraph 4 of the Certifications omits the following required language: “and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))”. Corrected copies of the certifications of the Principal Executive Officer and Principal Financial Officer of the Company required under Section 302 of the Sarbanes-Oxley Act of 2002 are filed as Exhibits 31.3 and 31.4 to this Amendment.
 
The certifications required under Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 that were filed and furnished, respectively, as Exhibits 31.1, 31.2 and 32.1 to the Original Filing have been re-executed and re-filed as of the date of this Amendment and are included as Exhibits 31.3, 31.4 and 32.2. Part IV, Item 15 of the Original Filing has been amended to reflect the new certifications.
 
Other than as described above, this Amendment does not amend, update or restate any information included in the Original Filing. This Amendment does not reflect events occurring after the Original Filing or modify or update disclosures in the Original Filing affected by subsequent events. This Amendment should be read in conjunction with the Original Filing.
 
 

 
 
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.
 
(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
3.1
   
1-A POS
 
024-10656
 
6/15/2017
 
2.7
   
3.2
   
8-K
 
001-38078
 
6/11/2018
 
3.1
   
3.3
   
1-A POS
 
024-10656
 
6/15/2017
 
2.8
   
4.1
   
S-1/A
 
333-220983
 
12/15/2017
 
4.1
   
4.2
   
1-A
 
024-10656
 
12/21/2016
 
3.1
   
4.3
   
10-Q
 
001-38078
 
8/14/2017
 
4.1
   
4.4
   
10-Q
 
001-38078
 
8/14/2017
 
4.2
   
4.5
   
8-K
 
001-38078
 
1/8/2018
 
4.2
   
4.6
   
S-1/A
 
333-220983
 
1/4/2018
 
4.7
   
4.7
   
8-K
 
001-38078
 
12/28/2020
 
4.1
   
4.8
   
10-K
 
001-38078
 
3/31/2021
 
4.8
   
9.1
   
1-A/A
 
024-10656
 
4/7/2017
 
5.1
   
10.2+
   
1-A
 
024-10656
 
12/21/2016
 
6.8
   
10.3
   
1-A
 
024-10656
 
12/21/2016
 
6.9
   
10.4+
   
1-A/A
 
024-10656
 
1/17/2017
 
6.15
   
10.5+
   
1-A/A
 
024-10656
 
4/7/2017
 
6.17
   
10.6+
   
1-A/A
 
024-10656
 
4/7/2017
 
6.18
   
10.7+
   
1-A/A
 
024-10656
 
4/7/2017
 
6.19
   
 
 

 
 
           
Incorporated by Reference
 
Exhibit
                 
Exhibit
 
Filed
Number
 
Description of Exhibit
 
Form
 
File No.
 
Date
 
No.
 
Herewith
10.8
   
8-K
 
001-38078
 
1/8/2018
 
10.1
   
10.9
   
1-A/A
 
024-10656
 
2/13/2017
 
4.1
   
10.10
   
1-A/A
 
024-10656
 
2/13/2017
 
8.1
   
10.12
   
10-Q
 
001-38078
 
8/14/2020
 
10.1
   
10.13
   
10-Q
 
001-38078
 
8/14/2020
 
10.2
   
10.14
   
10-Q
 
001-38078
 
8/14/2020
 
10.3
   
10.15
   
10-Q
 
001-38078
 
8/14/2020
 
10.4
   
10.16
   
10-Q
 
001-38078
 
11/13/2020
 
10.1
   
10.17+
   
10-Q
 
001-38078
 
11/13/2020
 
10.2
   
10.18
   
8-K
 
001-38078
 
12/03/2020
 
10.1
   
10.19
   
8-K
 
001-38078
 
12/28/2020
 
10.1
   
10.20
   
8-K
 
001-38078
 
12/28/2020
 
10.2
   
10.21
   
8-K
 
001-38078
 
2/17/2021
 
2.1
   
10.22+
   
8-K
 
001-38078
 
1/7/2022
 
10.1
   
10.23+
   
8-K
 
001-38078
 
1/7/2022
 
10.2
   
10.24+
   
8-K
 
001-38078
 
2/8/2022
 
10.1
   
 
 

 
 
           
Incorporated by Reference
 
Exhibit
                 
Exhibit
 
Filed
Number
 
Description of Exhibit
 
Form
 
File No.
 
Date
 
No.
 
Herewith
21.1
   
10-K
 
001-38078
 
9/25/2023
 
21.1
   
23.1
   
10-K
 
001-38078
 
9/25/2023
 
23.1
   
23.2
   
10-K
 
001-38078
 
 9/25/2023
 
 23.2
   
24.1
   
10-K
 
001-38078
 
9/25/2023
 
24.1
   
31.1
   
10-K
 
001-38078
 
9/25/2023
 
31.1
   
31.2
   
10-K
 
001-38078
 
9/25/2023
 
31.2
   
31.3
                   
X
31.4
                   
X
32.1#
   
10-K
 
001-38078
 
9/25/2023
 
32.1
   
32.2#
                   
X
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 report), unless the Registrant specifically incorporates the foregoing information into those documents by reference.
*
In accordance with Rule 402 of Regulation S-T, this interactive data file is deemed not filed or part of this Annual Report on Form 10-K for purposes of Sections 11 or 12 of the Securities Act or Section 18 of the Exchange Act and otherwise is not subject to liability under these sections.
 
 
Item 16. FORM 10-K SUMMARY
 
None.
 
 

 
 
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:  October 17, 2023
By:
/s/ Phillip W. Oldridge
   
Phillip W. Oldridge
Chief Executive Officer
 
 

Exhibit 31.3

 

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Phillip W. Oldridge, certify that:

 

1.

I have reviewed this Annual Report on Form 10-K of Envirotech Vehicles, Inc.;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

 

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: October 17, 2023

/s/ Phillip W. Oldridge

 

Phillip W. Oldridge

Chief Executive Officer, President and Chairman of the Board

(Principal Executive Officer)

 

 

Exhibit 31.4

 

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Douglas M. Campoli, certify that:

 

1.

I have reviewed this Annual Report on Form 10-K of Envirotech Vehicles, Inc.;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

 

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: October 17, 2023

By:

/s/ Douglas M. Campoli

 
   

Douglas M. Campoli

Chief Financial Officer and Treasurer

 

 

 

Exhibit 32.2

 

 

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER AND

CHIEF FINANCIAL OFFICER PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

Each of the undersigned hereby certifies, in accordance with 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in his respective capacity as an officer of Envirotech Vehicles, Inc., that the Annual Report on Form 10-K of Envirotech Vehicles, Inc. for the year ended December 31, 2022 fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 and that the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of Envirotech Vehicles, Inc.

 

Date: October 17, 2023

By:

/s/ Phillip W. Oldridge

 
   

Phillip W. Oldridge

Chief Executive Officer, President and Chairman of the Board

(Principal Executive Officer)

 

 

 

 

Date: October 17, 2023

By:

/s/ Douglas M. Campoli

 
   

Douglas M. Campoli

Chief Financial Officer and Treasurer

(Principal Financial and Accounting Officer)

 

 

 
v3.23.3
Document And Entity Information - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2022
Sep. 20, 2023
Jun. 30, 2022
Document Information [Line Items]      
Entity, Registrant Name ENVIROTECH VEHICLES, INC.    
Document, Type 10-K/A    
Document, Annual Report true    
Document, Period End Date Dec. 31, 2022    
Current Fiscal Year End Date --12-31    
Document, Fiscal Period Focus FY    
Document, Fiscal Year Focus 2022    
Document, Transition Report false    
Entity, File Number 001-38078    
Entity, Incorporation, State or Country Code DE    
Entity, Tax Identification Number 46-0774222    
Entity, Address, Address Line One 1425 Ohlendorf Road    
Entity, Address, City or Town Osceola    
Entity, Address, State or Province AR    
Entity, Address, Postal Zip Code 72370    
City Area Code 870    
Local Phone Number 970-3355    
Title of 12(b) Security Common Stock, $0.00001 par value    
Trading Symbol EVTV    
Security Exchange Name NASDAQ    
Entity, Well-known Seasoned Issuer No    
Entity, Voluntary Filers No    
Entity, Current Reporting Status No    
Entity, Interactive Data, Current No    
Entity, Filer Category Non-accelerated Filer    
Entity, Small Business true    
Entity, Emerging Growth Company false    
ICFR Auditor Attestation Flag false    
Document, Financial Statement Error Correction Flag false    
Entity, Shell Company false    
Entity, Public Float     $ 76.9
Entity, Common Stock Shares, Outstanding   15,106,088  
Auditor Name Barton CPA PLLC    
Auditor Location Cypress, Texas    
Auditor Firm ID 6968    
Amendment Description This Annual Report on Form 10-K/A constitutes Amendment No. 1 (the “Amendment”) to the Annual Report on Form 10-K of Envirotech Vehicles, Inc. (the “Company”) for the year ended December 31, 2022, which was originally filed with the Securities and Exchange Commission on September 25, 2023 (the “Original Filing”). This Amendment is being filed solely to amend the certifications of the Principal Executive Officer and Principal Financial Officer of the Company required under Section 302 of the Sarbanes-Oxley Act of 2002 that were included as Exhibits 31.1 and 31.2 to the Original Filing, respectively (the “Certifications”). Specifically, the introductory sentence of paragraph 4 of the Certifications omits the following required language: “and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))”. Corrected copies of the certifications of the Principal Executive Officer and Principal Financial Officer of the Company required under Section 302 of the Sarbanes-Oxley Act of 2002 are filed as Exhibits 31.3 and 31.4 to this Amendment.    
Amendment Flag true    
Entity, Central Index Key 0001563568    

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