UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 24, 2022
ENVIROTECH VEHICLES, Inc.
(Exact name of registrant as specified in its charter)
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)
(951) 407-9860
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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 (see General Instruction A.2. below):
☐ | 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 | OTC Markets Group Inc. |
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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On June 6, 2022, the board of directors (the “Board”) of Envirotech Vehicles, Inc. (the “Company”) approved a reverse stock split of Common Stock at an exchange ratio of up to one (1) for every twenty (20) shares of Common Stock (the “Reverse Split”). The Reverse Split has been reviewed by the Financial Industry Regulatory Authority (FINRA). On June 24, 2022, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware in the form attached as Exhibit 3.1 hereto (the “Certificate of Amendment”). The Certificate of Amendment effected the Reverse Split at 5:00 p.m., Eastern Time on June 24, 2022, such that every twenty (20) shares of Common Stock has been automatically converted into one (1) share of Common Stock. The Company will not issue fractional certificates for post-reverse split shares in connection with the Reverse Split. Rather, all shares of Common Stock that are held by a stockholder will be aggregated and each stockholder shall be entitled to receive the number of whole shares resulting from the combination of the shares so aggregated. Any fractions resulting from the Reverse Split computation shall be rounded up to the next whole share. The Reverse Split went effective with the OTC Markets on June 24, 2022. A “D” will be placed on the current symbol of the Company, EVTV, beginning on June 24, 2022, for 20 business days to alert the public of the Reverse Split. The new CUSIP number for the Company’s common stock following the Reverse Split is 29414V209.
Item 9.01 | Financial Statements and Exhibits. |
Exhibit | Description | |
3.1 | Certificate of Amendment to Certificate of Incorporation of Envirotech Vehicles, Inc., dated June 24, 2022. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: June 28, 2022 | By: | /s/ Phillip W. Oldridge | ||||
Phillip W. Oldridge | ||||||
Chief Executive Officer and Chairman of the Board |