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

false 0001563568 0001563568 2025-01-20 2025-01-20

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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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.

 

 

On January 20, 2025, William C. Miller provided notice to Envirotech Vehicles, Inc., a Delaware corporation (the “Company”), of his intention to resign as the Company’s Chief Financial Officer, effective immediately.

 

 

On January 21, 2025, the Company’s Board of Directors approved the appointment of Jason Maddox, the Company’s President, as Interim Chief Financial Officer of the Company, effective immediately. Mr. Maddox will continue serving as President of the Company and will not receive any additional compensation for his position as Interim Chief Financial Officer.

 

Jason Maddox, 46, has served as the President of the Company since October 16, 2024, Chief Executive Officer of Maddox Defense, Inc. (“Maddox Defense”) since June 2008 and 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.

 

There were no arrangements or understandings between Mr. Maddox and any person pursuant to which he was selected as Interim Chief Financial Officer. There are no family relationships between Mr. Maddox and any director or executive officer of the Company, and, except as described below, there are no transactions in which Mr. Maddox has an interest requiring disclosure under Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended.

 

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 is 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. 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 specified receivables during such calendar month, provided that all Earnout Payments payable by the Company to Mr. Maddox under the Purchase Agreement may not exceed $1 million.

 

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.

 

 

 

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.