Form 8-K - Current report

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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FORM 8-K

 

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CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): December 26, 2024

 

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ENVIROTECH VEHICLES, INC.

(Exact name of registrant as specified in its charter)

 

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Delaware	001-38078	46-0774222
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

 

1425 Ohlendorf Road

Osceola, AR 72370

(Address of principal executive offices) (Zip Code)

 

[phone]

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

 

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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. ☐

 

 

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Item 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Resignation of Franklin Lim as Chief Financial Officer

 

On December 26, 2024, Franklin Lim provided notice to Envirotech Vehicles, Inc., a Delaware corporation (the “Company”), of his intention to resign as the Company’s Financial Officer due to health reasons. Mr. Lim’s resignation will be effective as of December 31, 2024, after which Mr. Lim will provide consulting services to the Company on terms and for a duration to be determined between the Company and Mr. Lim.

 

Appointment of William C. Miller as Chief Financial Officer

 

On December 30, 2024, the board of directors of the Company (the “Board”) appointed William C. Miller to serve as the Company’s Chief Financial Officer effective as of January 1, 2025 (the “Effective Date”).

 

Prior to joining the Company, Mr. Miller, age 49, owned and operated his own public accounting firm, William C. Miller, LLC, since 2017. During that time, Mr. Miller also served as the Director of Internal Audit for the Office of the Arkansas Lottery from August 2019 until December 2024. Prior to founding his accounting firm, Mr. Miller was a partner at L. Cotton Thomas & Company CPAs in Little Rock, Arkansas (“L. Cotton Thomas & Co.”) from January 2010 to October 2016 and previously served as a manager at L. Cotton Thomas & Co. from February 2000 to April 2007 and then from November 2007 to January 2010. Mr. Miller has over 25 years of accounting and finance experience with both private companies and public accounting firms. Mr. Miller is a Certified Public Accountant (CPA) and Chartered Global Management Accountant and received a Bachelor of Business Administration from Henderson State University in 1997.

 

Pursuant to the terms of an offer letter from the Company to Mr. Miller (the “Offer Letter”), Mr. Miller, as the Chief Financial Officer of the Company, will receive an annual base salary of $150,000. In addition, pursuant to the terms of the Offer Letter, effective as of Effective Date, the Board’s Compensation Committee approved a grant to Mr. Miller of a stock option under the Company’s 2017 Equity Incentive Plan to purchase 100,000 shares of the Company’s common stock, $0.00001 par value (“Common Stock”), at an exercise price equal to the closing price of the Common Stock on the grant date (or if the grant date does not fall on a trading day, the trading day immediately preceding the grant date), which will vest ratably at 1/24th per month for 24 months. The Offer Letter also provides that, after 90 days of employment, Mr. Miller will be eligible to participate in the Company’s employee benefit programs generally available to similarly situated employees, including health, vision and dental insurance.

 

The foregoing summary of the Offer Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Offer Letter, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

There were no arrangements or understandings between Mr. Miller and any person pursuant to which he was selected as Chief Financial Officer. There are no family relationships between Mr. Miller and any of the directors and executive officers of the Company, nor are there any transactions in which Mr. Miller has an interest requiring disclosure under Item 404(a) of Regulation S-K.

 

Item 9.01         Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number		Description
10.1		Offer Letter from Envirotech Vehicles, Inc. to William C. Miller
104		Cover Page Interactive Data File (formatted as Inline XBRL)

 

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	ENVIROTECH VEHICLES, INC.
Dated: December 30, 2024	By:	/s/ Phillip W. Oldridge
		Phillip W. Oldridge
		Chief Executive Officer

 

 

Exhibit 10.1

 

Envirotech Vehicles, Inc. 1425 Ohlendorf Rd Osceola, AR 72370 (870) 970 – 3355

 

 

 

Envirotech Vehicles, Inc.

1425 Ohlendorf Rd

Osceola, AR 72370

(870) 970 – 3355

 

Dear William C Miller, CPA, CGMA,

 

Subject: Offer of Employment – Chief Financial Officer

 

On behalf of Envirotech Vehicles, Inc., (“EVTV” or “Employer”) we are pleased to extend an offer of employment to you for the position of Chief Financial Officer at Envirotech Vehicles, Inc., reporting to Mr. Elgin Tracy (COO) and Mr. Phillip Oldridge (CEO). We were impressed by your skills and experience, and we are confident you will be an excellent addition to our team.

 

Below are the details of your employment offer:

 

1. Position: Chief Financial Officer

 

2. Start Date:

January 01, 2025

 

3. Salary:

Your starting compensation will be a semi-monthly base salary of $6,250.00, which equates to an annual salary will of $150,000.00. Please note that this salary is subject to deductions for taxes and other withholdings as required by law or the policies of the Company. This position is considered an exempt position for purposes of wage‐hour law, which means you are not eligible for overtime pay for hours worked over 40 hours weekly or 10 hours daily. You will be subject to annual performance and salary reviews, the timing to be determined by the Compensation Committee and management

 

4. Work Hours and Location:

Your position will be established as a hybrid work schedule with flexible days. This means that your schedule allows you to choose which days to work remotely or on-site, based on team or project needs. Standard company hours are from 08:30am to 17:00pm Monday through Friday with additional days or hours as directed by your supervisor at our office located at 1425 Ohlendorf Rd, Osceola, AR 72370.

 

1425 Ohlendorf Rd Osceola, AR 72370 USA Office (870) 970 – 3355   www.evtvusa.com

 

 

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Envirotech Vehicles, Inc. 1425 Ohlendorf Rd Osceola, AR 72370 (870) 970 – 3355

 

5. Benefits:

You will be eligible for our employee benefits program, which includes health insurance, dental insurance, and vision insurance after 90 days of employment with the effective date being the first of the month following the 90 days of employment. The company will pay 100% of employee’s benefits coverage for health insurance, spouses and dependents coverage amount will be deducted from your semi-monthly paycheck. You will be eligible for two weeks of PTO after the first twelve months of employment. There are currently no formal bonuses, retirement or life insurance plans in place. There is an employee incentive plan in place from which stock options and restricted stock may be issued. We intend to explore these other options with the intent of providing an appropriate set of benefits for all executives and employees. Until and unless such plans are in place, future discretionary bonuses and stock option/ restricted stock awards will be subject to Compensation Committee approval as additional performance‐based compensation you are eligible to receive.

 

Options to purchase 100,000 shares of EVT stock at the current exercise price equal to the closing price of the stock on the first day of your employment. (If the closing price was $3.00/share, that would be your exercise price, and you would be able to purchase 100,000 shares at that price when fully vested). The options will vest ratably at 1/24^th per month of 24 months.

 

6. Probation Period:

Your employment will be subject to a probationary period of 90 days, during which we will assess your performance. After successful completion of this period, your employment will be confirmed.

 

7. Essential job functions or duties:

The essential job functions or duties of this position are those of a CFO of a public company. A job description will be provided to you when you commence work at EVT

 

8. Conditions of Employment:

This offer is contingent upon reference check. Additionally, you will be required to sign a non-disclosure agreement (NDA).

 

Please confirm your acceptance of this offer by signing and returning this letter by Thursdau December 5, 2024. We are excited to have you join our team and look forward to a successful working relationship.

 

1425 Ohlendorf Rd Osceola, AR 72370 USA Office (870) 970 – 3355   www.evtvusa.com

 

 

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Envirotech Vehicles, Inc. 1425 Ohlendorf Rd Osceola, AR 72370 (870) 970 – 3355

 

If you have any questions or need further clarification, please feel free to contact Chastity Beaudette at [e-mail] or 870-970-3355.

 

Once again, congratulations, and we look forward to working with you!

 

Sincerely,

 

 

Phillip Oldridge

CEO

Envirotech Vehicles, Inc.

 

 

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Acceptance of Offer:

 

I, William C Miller, CPA, CGMA, accept the offer of employment with Envirotech Vehicles, Inc. as outlined in this letter.

 

Signature:

 

Date:

12/05/2024

 

 

 

 

 

 

 

1425 Ohlendorf Rd Osceola, AR 72370 USA Office (870) 970 – 3355   www.evtvusa.com

 

 

Document And Entity Information	Dec. 26, 2024
Document Information [Line Items]
Entity, Registrant Name	ENVIROTECH VEHICLES, INC.
Document, Type	8-K
Document, Period End Date	Dec. 26, 2024
Entity, Incorporation, State or Country Code	DE
Entity, File Number	001-38078
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	951
Local Phone Number	407-9860
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock
Trading Symbol	EVTV
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001563568

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