ADOMANI Enters into Agreement to Acquire Membership Interests in Maddox Industries

On October 30, 2024, Envirotech Vehicles, Inc. (OTCMKTS: ADOM), a Delaware corporation, revealed that it has engaged in a Membership Interest Purchase Agreement with Maddox Industries, LLC, a Puerto Rico limited liability company, and Jason Maddox, the sole member of Maddox Industries. This agreement entails the acquisition of all issued and outstanding membership interests in Maddox Industries.

As part of this deal, upon the Closing of the acquisition, ADOMANI will issue 3,100,000 shares of its common stock to the Seller as consideration for the Purchased Interests. Additionally, over the six-month Earnout Period post-closing, the Seller stands to receive up to $1 million in total through monthly cash payments, subject to specific conditions outlined in the Purchase Agreement.

The Purchase Agreement involves standard representations, warranties, covenants, conditions, and indemnification obligations. It’s noteworthy that the descriptions provided are a mere overview, and for more detailed insights, reference should be made to the complete text of the Purchase Agreement filed as Exhibit 2.1 to the Form 8-K submission.

Regarding the issuance of shares constituting the Stock Consideration, the compliance relies on the exemption under Section 4(a)(2) of the Securities Act of 1933. This exemption is for transactions not involving public offerings, supported by representations, warranties, certifications, and agreements of the Seller within the Purchase Agreement.

In a parallel development, on October 31, 2024, ADOMANI issued a press release concerning the Maddox Acquisition and the Purchase Agreement’s execution. The press release serves as Exhibit 99.1 to the Form 8-K but is distinctly marked as furnished information, not filed for the purposes of Section 18 of the Exchange Act.

Investors and market observers are advised to approach these announcements with caution, as they contain forward-looking statements that are subject to risks and uncertainties. The Company has emphasized that actual results could significantly vary from these statements due to numerous factors, as detailed in its prior filings with the SEC.

This Current Report includes detailed financial statements and exhibits related to the transaction for further perusal. Additionally, certain schedules and exhibits have been omitted but can be provided upon request to the Securities and Exchange Commission as required by regulation.

It is signed on behalf of Envirotech Vehicles, Inc. by Franklin Lim, the Chief Financial Officer, in accordance with the Securities Exchange Act of 1934.

Please note that the details provided are sourced directly from the 8-K form, and caution is warranted when interpreting the forward-looking statements contained within the filing.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read ADOMANI’s 8K filing here.

ADOMANI Company Profile

Envirotech Vehicles, Inc engages in the design, manufacture, and installation of zero-emission electric drivetrain systems for fleet vehicles. Its products and services include zero-emission vehicles and chassis; e-trikes; and Neighborhood Electric Vehicles that are enclosed vehicles with seatbelts, climate control, and fold-down rear seats.