Azio Ai Holdings, Inc 8-K, filed Mar 26, 2021
Azio Ai Holdings, Inc. (AZIO)
About this 8-K
Azio Ai Holdings, Inc filed this 8-K on March 26, 2021, reporting on events of March 22, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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): March 22, 2021
adomani, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-38078 |
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46-0774222 |
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(State or other jurisdiction |
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(Commission File Number) |
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(I.R.S. Employer |
1215 Graphite Drive
Corona, California 92881
(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:
☐ 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:
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Title of each class |
Trading |
Name of each exchange on which registered |
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Common stock, $0.00001 par value |
ADOM |
OTC Markets Group Inc. |
Indicate by check mark whether the registrant is an emerging growth company 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 5.02 Appointment of Certain Officers; Departure of Directors or Certain Officers.
On March 22, 2020, the board of directors of ADOMANI, Inc. (the “Company”) appointed Theodore (Ted) Thordarson, age 63, to the position of Chief Operating Officer of the Company.
In connection with the appointment of Mr. Thordarson, Richard A. Eckert, relinquished the position of Chief Operating Officer of the Company and transitioned to the role of Executive Vice President of the Company.
Mr. Thordarson is a seasoned executive with broad operational experience as a developer, manager, and sales executive and expertise in planning, operations, sales and financial management. Before joining the Company, Mr. Thordarson served as President of TJ Thordarson Ltd., where he will continue to serve as a member of its board of directors. From 2000 until 2011, Mr. Thordarson served as the President and Development Director of Thormun Developments, Inc., a residential and commercial contracting land development company that he founded. From 2000 until 2011, Mr. Thordarson was President and Development Manager of 455417 BC, a real property development company. From 1995 until 1999, he served as the President and Operations Manager of Total Projects Corporation, a residential and commercial contractor and project management company founded by Mr. Thordarson. Mr. Thordarson is a graduate of the BCIT School of Business within the British Columbia Institute of Technology.
Mr. Thordarson currently serves as a member of the board of directors of the Company, a position he has held since the completion of the Company’s previously announced acquisition of Envirotech Drive Systems, Inc., a Delaware corporation (“EVT”), pursuant to that certain Agreement and Plan of Merger, dated February 16, 2021 (the “Merger Agreement”), among the Company, EVT, and EVT Acquisition Company, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub was merged with and into EVT, with EVT surviving as a wholly owned subsidiary of the Company (the “Merger”). In accordance with the Merger Agreement, on March 16, 2021, Mr. Thordarson was appointed to the board of directors of the Company, to fill an existing vacancy and to serve as a Class II director for a term expiring at the Company’s 2022 annual meeting of the stockholders.
Except as otherwise described in the Current Report on Form 8-K, there are no arrangements or understandings between Mr. Thordarson and any other persons pursuant to which he was selected as an officer of the Company. There are also no family relationships between Mr. Thordarson and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 8.01 Other Events.
On March 22, 2021, the Company issued a press release announcing Mr. Thordarson’s appointment. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number |
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Description |
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99.1 |
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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.
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ADOMANI, Inc. |
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Dated: March 26, 2021 |
By: |
/s/ Michael K. Menerey |
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Michael K. Menerey |
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Chief Financial Officer |
Exhibit 99.1
Envirotech Vehicles Appoints Theodore Thordarson Chief Operating Officer
Corona, CA / ACCESSWIRE/ March 22, 2021 / ADOMANI, Inc. (OTCQB: ADOM), DBA Envirotech Vehicles, a provider of new purpose-built electric vehicles, announces the appointment of Theodore (Ted) Thordarson as its Chief Operating Officer effective as of March 1, 2021. Mr. Thordarson was also appointed as a director of the company upon the closing of its previously announced merger with Envirotech Drive Systems, Inc. on March 16, 2021. In connection with the appointment of Mr. Thordarson as Chief Operating Officer, Richard A. Eckert, ADOMANI’s former Chief Operating Officer, transitioned to the role of Executive Vice President.
“With the recent closing of our merger with Envirotech Drive Systems, Inc., Envirotech Vehicles is building strong momentum in the commercial electric vehicle space. Ted is a seasoned executive with broad operational experience and a proven track record. We’re pleased to add him to our senior team to oversee our anticipated growth and manage our expected ramp-up across the country and we’re confident that Ted’s leadership capabilities and energy will be an asset as we seek to build long-term value for our stockholders,” stated Phillip Oldridge, Envirotech Vehicles’ Chief Executive Officer.
Mr. Thordarson, a veteran real estate and corporate executive with expertise in planning, operations, sales and financial management, brings extensive experience as a developer, manager, and sales executive. Previously, he served as President of TJ Thordarson Ltd., where he will continue to serve as a board member. Mr. Thordarson was formerly a board member of Thormun Developments, Inc. and Total Projects Corp., whose business activities include land development, residential/commercial contracting and commercial real estate holdings. Mr Thordarson has also been actively involved in sourcing, building and managing various investments in Canada and the U.S. throughout his career. Mr. Thordarson is a graduate of British Columbia Technical Institute’s School of Business.
ADOMANI, Inc. (DBA Envirotech Vehicles) is a provider of purpose-built zero-emission electric vehicles focused on reducing the total cost of vehicle ownership and helping fleet operators unlock the benefits of green technology. We serve commercial and last-mile fleets, school districts, public and private transportation service companies and colleges and universities to meet the increasing demand for heavy duty electic vehicles. Our vehicles address the challenges of traditional fuel price cost instability and local, state and federal environmental regulatory compliance. For more information visit www.ADOMANIelectric.com.
Cautionary Statement Regarding Forward-Looking Statements
Statements made in this press release that relate to future plans, events, financial results, prospects or performance are forward-looking statements. While they are based on the current expectations and beliefs of management, such forward-looking statements are subject to a number of risks, uncertainties, assumptions and other factors that could cause actual results to differ materially from the expectations expressed in this press release, including the risks and uncertainties disclosed in reports filed by ADOMANI, Inc. (DBA Envirotech Vehicles) with the Securities and Exchange Commission, all of which are available online at www.sec.gov. All statements, other than statements of historical fact, are statements
504257556.3
Exhibit 99.1
that could be deemed forward-looking statements, including statements containing the words “planned,” “expected,” “believes,” “strategy,” “opportunity,” “anticipated,” “outlook,” “designed” and similar words. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Except as required by law, Envirotech Vehicles undertakes no obligation to update or revise any forward-looking statements to reflect new information, changed circumstances or unanticipated events.
Investor Relations Contacts:
Envirotech Vehicles
Michael K. Menerey, Chief Financial Officer
Telephone: (951) 407-9860 ext. 1205
Email: mike.m@ADOMANIelectric.com
IMS Investor Relations
John Nesbett/Jennifer Belodeau
Telephone: (203) 972-9200
Email: jnesbett@imsinvestorrelations.com
SOURCE: ADOMANI, Inc. (DBA Envirotech Vehicles)
504257556.3