adom20260120_8k.htm
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): January 15, 2026
ENVIROTECH VEHICLES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 001-38078 | 46-0774222 | |
| (Commission File Number) | (IRS Employer Identification No.) | |
| 7510 Ardmore Street Houston, TX | 77054 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(870) 970-3355
(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:
| ☐ | 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 | Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 3.01. | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On January 15, 2026, Envirotech Vehicles, Inc., a Delaware corporation (the “Company”), received a letter (the “Notice”) from the Listing Qualifications Department (the “Department”) of The Nasdaq Stock Market LLC (“Nasdaq”), notifying the Company that, since the Company had not yet held its annual meeting of stockholders within twelve months of the Company’s fiscal year end, it no longer complied with Nasdaq Listing Rule 5620(a). Under Nasdaq Listing Rule 5810(c)(2)(G), the Company has 45 calendar days following receipt of the Notice, or until March 2, 2026, to submit a plan to regain compliance (the “Compliance Plan”). If the Department accepts the Compliance Plan, the Department can grant an exception of up to 180 calendar days from the fiscal year end, or until June 29, 2026, for the Company to regain compliance.
As previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on December 30, 2025, the Company adjourned its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) until January 20, 2026, to allow the Company’s stockholders additional time to vote on the proposals described in the Company’s proxy statement for the Annual Meeting. As described in Item 8.01 below, the Annual Meeting was reconvened on January 20, 2026 and adjourned until February 3, 2026, at 9:00 a.m., Pacific Time, due to a lack of quorum.
Accordingly, the Company intends to submit the Compliance Plan within the required timeframe and, subject to the Department’s acceptance of such plan, regain compliance with Nasdaq’s continued listing requirements by holding its Annual Meeting prior to June 29, 2026.
| Item 8.01. | Other Events. |
On January 20, 2026, the Company commenced the Annual Meeting, as previously scheduled following its initial adjournment on December 30, 2025, and adjourned the Annual Meeting until February 3, 2026, at 9:00 a.m., Pacific Time, due to a lack of quorum. The Annual Meeting was adjourned to allow the Company’s stockholders additional time to vote on the proposals described in the Company’s proxy statement for the Annual Meeting.
The close of business on November 13, 2025, will continue to be the record date for the determination of stockholders of the Company entitled to vote at the Annual Meeting. Stockholders may cast their votes by visiting https://www.iproxydirect.com/EVTV before the reconvened Annual Meeting or HTTPS://EDGE.MEDIASERVER.COM/MMC/GO/EVTV2025AGM during the reconvened Annual Meeting. Stockholders of the Company who have previously submitted their proxy or otherwise voted and who do not want to change their vote do not need to take any action. During the period of the adjournment, the Company will continue to solicit votes from its stockholders with respect to the proposals for the Annual Meeting.
The Company has engaged a proxy solicitor, InvestorCom LLC, to assist the Company’s Board of Directors and management in obtaining adequate votes to achieve the required quorum for the Annual Meeting. The Company estimates that its proxy solicitation fees payable to InvestorCom LLC will total approximately $12,500, plus customary out-of-pocket expenses.
The Company encourages all stockholders of record as of the close of business on November 13, 2025, who have not yet voted, to do so by February 2, 2026, at 8:59 p.m., Pacific Time. Notwithstanding the foregoing, any votes properly received before the close of the adjourned Annual Meeting on February 3, 2026, will be accepted.
Additional Information and Where to Find It
This document may be deemed to be solicitation material in respect of the Annual Meeting to be held on February 3, 2026. The Company previously filed a definitive proxy statement with the SEC on November 17, 2025. BEFORE MAKING ANY VOTING DECISIONS, SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE ADJOURNED MEETING. The definitive proxy statement has been mailed to stockholders who are entitled to vote at the Annual Meeting. No changes have been made in the proposals to be voted on by stockholders at the Annual Meeting. The Company’s proxy statement and any other materials filed by the Company with the SEC can be obtained free of charge at the SEC’s website at www.sec.gov.
Participants in the Solicitation
The Company and its directors and executive officers and other employees may be deemed to be participants in the solicitation of proxies in respect of the adjourned Annual Meeting.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events, expectations or actions and involve known and unknown risks, uncertainties and other factors that could cause the Company’s actual results, levels of activity, performance or achievement to differ materially from those expressed or implied by these forward-looking statements. These risks and uncertainties include the Company’s ability to regain and maintain compliance with Nasdaq’s continued listing requirements, market conditions and other risks detailed in the Company’s most recent Annual Report on Form 10-K and the Company’s subsequent periodic reports and other filings with the SEC. You are cautioned not to place undue reliance on forward-looking statements, which are based on the Company’s current expectations and assumptions and speak only as of the date of this Current Report on Form 8-K. The Company does not intend to revise or update any forward-looking statement in this Current Report on Form 8-K as a result of new information, future events or otherwise, except as required by law.
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. | |||
| Date: January 20, 2026 | By: | /s/ Phillip W. Oldridge | |
| Phillip W. Oldridge | |||
| Chief Executive Officer | |||