Envirotech Vehicles Inc. filed SEC Form 8-K: Leadership Update

false 0001563568 0001563568 2025-08-06 2025-08-06

 

 

 

 

 

 

 

 

ENVIROTECH VEHICLES, INC. 

 

 

 

 

(Registrant’s telephone number, including area code)

 

 

 

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:

 

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

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. ☐

 

 

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

 

 

On August 5, 2025, the board of directors (the “Board”) of Envirotech Vehicles, Inc., a Delaware corporation (the “Company”), approved the appointment of Jason Maddox as a Class II director of the Company effective as of August 6, 2025, to serve until the 2025 Annual Meeting of Stockholders of the Company. Mr. Maddox has not been appointed to any committees of the Board.

 

Jason Maddox has served as the Interim Chief Financial Officer of the Company since January 21, 2025, the President of the Company since October 16, 2024, the Chief Executive Officer of Maddox Defense, Inc. (“Maddox Defense”) since June 2008 and the 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 delivers years of large company executive leadership, successfully building Maddox Defense to one of the major players in government contracting. Mr. Maddox graduated from the University of Colorado with a Bachelor of Science degree in mechanical engineering and journalism and mass communication. He also holds a master’s in entrepreneurship from the Babson F.W. Olin Graduate School and a post-graduate certificate in entrepreneurship studies from Harvard Business School.

 

Mr. Maddox will receive no additional compensation for his role as a director. There were no arrangements or understandings between Mr. Maddox and any person pursuant to which he was selected as a director. There are no family relationships between Mr. Maddox and any director or executive officer of the Company, and Mr. Maddox does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K, except as described below:

 

On December 18, 2024 (the “Closing Date”), the Company acquired all of the issued and outstanding membership interests in Maddox Industries (the “Purchased Interests”) from Jason Maddox, the sole member of Maddox Industries immediately prior to the Closing Date, in exchange for 3,100,000 shares of the Company’s common stock, $0.00001 par value per share (“Common Stock”) (with an aggregate value of approximately $4.3 million based on the closing price of the Common Stock on the Nasdaq Capital Market as of the Closing Date), pursuant to that certain Membership Interest Purchase Agreement, dated October 30, 2024 (the “Purchase Agreement”), by and among Maddox Industries, Jason Maddox and the Company. As additional consideration for the Purchased Interests, during the six-month period following the Closing Date (the “Earnout Period”), Mr. Maddox was 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 Purchase Agreement. No portion of any Earnout Payment was earned during the Earnout Period.

 

The Company’s entry into the Purchase Agreement was disclosed in a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on November 5, 2024, which is incorporated herein by reference.

 

Maddox Industries is a party to a Manufacturing Agreement, dated September 9, 2024, with Maddox Defense (the “Manufacturing Agreement”), pursuant to which Maddox Industries manufactures medical gowns for sale by Maddox Defense and its affiliates. During the last completed fiscal year and through August 11, 2025, the Company has received payments of approximately $705,341 from Maddox Defense under the Manufacturing Agreement and reimbursed expenses of approximately $483,388 to Maddox Defense as required by the Manufacturing Agreement. Jason Maddox, the Company's President and Interim Chief Financial Officer, is the founder and sole stockholder of Maddox Defense.

 

 

 

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.