SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Envirotech Vehicles, Inc. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
29414V209 (CUSIP Number) |
Jason Maddox 7510 Ardmore Street, Houston, TX, 77054 (870) 970-3355 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/18/2024 (Date of Event Which Requires Filing of This Statement) |

SCHEDULE 13D
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CUSIP No. | 29414V209 |
1 |
Name of reporting person
Maddox Jason | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
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3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
OO, PF | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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6 | Citizenship or place of organization
UNITED STATES
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Number of Shares Beneficially Owned by Each Reporting Person With: |
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11 | Aggregate amount beneficially owned by each reporting person
4,102,385.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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13 | Percent of class represented by amount in Row (11)
16.0 % | ||||||||
14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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Item 1. | Security and Issuer | |
(a) | Title of Class of Securities:
Common Stock | |
(b) | Name of Issuer:
Envirotech Vehicles, Inc. | |
(c) | Address of Issuer's Principal Executive Offices:
7510 Ardmore Street, Houston,
TEXAS
, 77054. | |
Item 1 Comment:
This statement on Schedule 13D (this "Statement") is being made pursuant to Rule 13d-1(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), by Jason Maddox (the "Reporting Person"). On December 18, 2024, the Reporting Person acquired 3,100,000 shares of common stock, par value $0.00001 (the "Common Stock"), of Envirotech Vehicles, Inc., a Delaware corporation (the "Issuer"). As a result of this acquisition, the Reporting Person owned in excess of 5% of the outstanding shares of Common Stock of the Issuer, and as a result, the Reporting Person was required, pursuant to Rule 13d-1(a) of the Exchange Act, to file a Schedule 13D in connection with such acquisition. Due to administrative oversight, this Statement is being filed late by the Reporting Person. Refer to Item 5 of this Statement for a description of the shares beneficially owned and corresponding percentage of the class, and material changes and related recent transactions during the period between the date of event and the date of filing of this Statement. | ||
Item 2. | Identity and Background | |
(a) | Jason Maddox. | |
(b) | The business address for the Reporting Persons is: 7510 Ardmore Street, Houston, TX 77054. | |
(c) | The Reporting Person currently serves as a President and Interim Chief Financial Officer for the Issuer. | |
(d) | During the last five years, the Reporting Person has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). | |
(e) | During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
(f) | The Reporting Person is a citizen of the United States. | |
Item 3. | Source and Amount of Funds or Other Consideration | |
The Reporting Person received 3,100,000 shares of Common Stock of the Issuer on December 18, 2024, as partial consideration for the Issuer's purchase of all of the issued and outstanding membership interests of Maddox Industries, LLC, a Puerto Rico limited liability company ("Maddox Industries"), of which Mr. Maddox was the sole member (the "Maddox Acquisition"). On the closing of the Maddox Acquisition on December 18, 2024 (the "Closing"), the Reporting Person beneficially owned 1,905 shares of Common Stock that were acquired by the Reporting Person in open market purchases from November 2023 through September 2024. Following the Closing, the Reporting Person acquired 15 shares of Common Stock in open market purchases on December 20, 2024 at a price of $1.30 per share and acquired 465 shares of Common Stock in open market purchases on January 21, 2025 at prices ranging from $0.90 to $1.05 per share.
On March 10, 2025, the Reporting Person was granted stock options under the Issuer's 2017 Equity Incentive Plan to purchase 1,000,000 shares of Common Stock at an exercise price of $0.25, which vested and became exercisable upon grant. | ||
Item 4. | Purpose of Transaction | |
Mr. Maddox is the President and Interim Chief Financial Officer of the Issuer. In such capacity, Mr. Maddox may engage in communications with the Board of Directors of the Issuer, members of management of the Issuer, other stockholders of the Issuer, financial and legal advisers and other parties regarding the Issuer, including but not limited to its operations, governance and control. In addition, in his capacity as President and Interim Chief Financial Officer, Mr. Maddox may have influence over the corporate activities of the Issuer, including activities which may relate to items described in subparagraphs (a) through (j) of the instructions to Item 4 of Schedule 13D.
Except as set forth herein, the Reporting Person does not have any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Person may, at any time and from time to time, review or reconsider his position and/or change his purpose and/or formulate plans or proposals with respect thereto. | ||
Item 5. | Interest in Securities of the Issuer | |
(a) | The Reporting Person beneficially owns an aggregate of 4,102,385 shares of Common Stock (including 1,000,000 shares of Common Stock issuable upon the exercise of stock options held by the Reporting Person that are reported herein). Such amount represents 16.0% of the outstanding shares of Common Stock based on the 25,670,211 shares of Common Stock outstanding as of May 15, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed on May 20, 2025. | |
(b) | The Reporting Person has the sole power to vote or direct the vote of, and the sole power to dispose or direct the disposition of, all 4,102,385 shares of Common Stock reported herein. | |
(c) | Except as otherwise described in Item 4 of this Statement, the Reporting Person has not engaged in any transaction with respect to the Common Stock during the sixty days prior to the date of filing this Statement. | |
(d) | To the knowledge of the Reporting Person, no one other than the Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock covered by this Statement. | |
(e) | Not applicable. | |
Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The disclosures in Item 3 hereof with respect to the Maddox Acquisition are incorporated herein by reference. In connection with the Maddox Acquisition, the Reporting Person entered into a Membership Interest Purchase Agreement, dated October 30, 2024, by and among the Reporting Person, Maddox Industries and the Issuer (a copy of which was filed as an exhibit to the Current Report on Form 8-K filed by the Issuer on November 5, 2024) (the "MIPA"), pursuant to which the Issuer issued to the Reporting Person 3,100,000 shares of Common Stock as partial consideration for the Maddox Acquisition at the Closing. A copy of the MIPA is filed as Exhibit 1 hereto and is incorporated herein by reference.
The disclosures in Item 3 hereof with respect to the stock options granted to the Reporting Person on March 10, 2025, are incorporated herein by reference. Forms of the stock option agreement and notice of grant of stock option entered into between the Issuer and the Reporting Person with respect to such stock options are filed as Exhibits 2 and 3, respectively, hereto and are incorporated herein by reference. | ||
Item 7. | Material to be Filed as Exhibits. | |
Exhibit Number Description of Exhibits
1 Membership Interest Purchase Agreement, dated as of October 30, 2024, by and among Maddox Industries, LLC, Jason Maddox, and Envirotech Vehicles, Inc. (incorporated by reference to Exhibit 2.1 to the Issuer's Current Report on Form 8-K (File No. 001-38078), filed with the Securities and Exchange Commission on November 5, 2024).
(https://www.sec.gov/Archives/edgar/data/1563568/000143774924033340/ex_742949.htm)
2 Form of Stock Option Agreement for 2017 Equity Incentive Plan (incorporated by reference to Exhibit 6.18 to the Issuer's Form 1-A/A (File No. 024-10656), filed with the Securities and Exchange Commission on April 7, 2017)
(https://www.sec.gov/Archives/edgar/data/1563568/000119312517116492/d249922dex1a15addexhb2.htm)
3 Form of Notice of Grant of Stock Option for 2017 Equity Incentive Plan (incorporated by reference to Exhibit 6.19 to the Issuer's Form 1-A/A (File No. 024-10656), filed with the Securities and Exchange Commission on April 7, 2017)
(https://www.sec.gov/Archives/edgar/data/1563568/000119312517116492/d249922dex1a15addexhb3.htm) |
SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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