Azio Ai Holdings, Inc 8-K, filed Jun 2, 2021
Azio Ai Holdings, Inc. (AZIO)
About this 8-K
Azio Ai Holdings, Inc filed this 8-K on June 2, 2021, reporting on events of May 26, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- 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): May 26, 2021
Envirotech Vehicles, 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)
ADOMANI, INC.
(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.☒
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Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 28, 2021, Theodore (Ted) Thordarson resigned from his position as the Chief Operating Officer of Envirotech Vehicles, Inc. (the “Company”). Mr. Thordarson will continue to serve as the General Sales Manager of the Company. Mr. Thordarson’s resignation did not result from any disagreement with the Company or any matter relating to the Company’s operations, policies or practices.
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Item 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On May 26, 2021, the Company filed a Certificate of Amendment (the “Certificate of Amendment”) to its Amended and Restated Certificate of Incorporation (the “Restated Certificate”) with the Secretary of State of the State of Delaware, to change the Company’s name to “Envirotech Vehicles, Inc.”, effective as of May 26, 2021. The filing of the Certificate of Amendment was approved by the board of directors of the Company in accordance with Section 242(b)(1) of the General Corporation Law of the State of Delaware, which provides that no meeting or vote of the stockholders shall be required to adopt an amendment to the certificate of incorporation that only effects changes of a corporation’s name. The name change does not affect the rights of the Company’s stockholders and there were no other changes to the Restated Certificate.
The foregoing description is only a summary of the Certificate of Amendment and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.
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Item 8.01 |
Other Events. |
On June 1, 2021, the Company issued a press releases announcing the change of the Company’s name, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
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Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit Number |
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Description |
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3.1 |
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Certificate of Amendment of Amended and Restated Certificate of Incorporation. |
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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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ENVIROTECH VEHICLES, Inc. |
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Dated: June 2, 2021 |
By: |
/s/ Michael K. Menerey |
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Michael K. Menerey |
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Chief Financial Officer |
Exhibit 3.1
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “ADOMANI, INC.”, CHANGING ITS NAME FROM "ADOMANI, INC." TO "ENVIROTECH VEHICLES, INC.", FILED IN THIS OFFICE ON THE TWENTY-SIXTH DAY OF MAY,
A.D. 2021, AT 3:27 O`CLOCK P.M.
6232891 8100Authentication: 203303926
SR# 20212123084Date: 05-26-21
You may verify this certificate online at corp.delaware.gov/authver.shtml
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State of Delaware |
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Secretary of State |
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Division of Corporations |
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Delivered 03:27 PYI 05/26/2021 |
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FILED 03:27 PM 05/26/202 |
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SR 20212123084 - FileNumber 6232891 |
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CERTIFICATE OFAMENDMENT
OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
ADOMANI, INC.
a Delaware corporation
ADOMANI, Inc., a corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware (the "Corporation"), certifies that:
1. This Certificate of Amendment of its Amended and Restated Certificate of Incorporation was duly adopted by the Board of Directors of the Corporation in accordance with Section 242(b)(l) of the General Corporation Law of the State of Delaware, which provides that no meeting or vote of the stockholders shall be required to adopt an amendment to the certificate of incorporation that only effects changes of a corporation's name.
2. The Amended and Restated Certificate of Incorporation of the Corporation is hereby amended to reflect a change in the name of the Corporation by amending and restating ARTICLE 1 in its entirety as follows:
ARTICLE 1
The name of this corporation (the "Corporation") is as follows:
Envirotech Vehicles, Inc.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment of Amended and Restated Certificate of incorporation to be executed this 26th day of May, 2021.
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By: |
/s/ Michael K. Menerey |
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Name: |
Michael K. Menerey |
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Title: |
Chief Financial Officer |
Exhibit 99.1
ADOMANI® ANNOUNCES OFFICIAL NAME CHANGE TO ENVIROTECH VEHICLES, INC.
Corona, CA / ACCESSWIRE/ June 1, 2021 / ADOMANI, Inc. (OTCQB: ADOM) a provider of new zero-emission, purpose-built electric vehicles, announced today that it has officially changed the company name to Envirotech Vehicles, Inc. (Envirotech Vehicles). The Company will continue trading under the symbol ADOM and plans to change its ticker symbol at a later date.
“We have been doing business as Envirotech Vehicles for several months and are pleased to have received approval for this name change which reflects the transformation of our business into a leading-edge electric vehicle technology company utilizing proprietary systems and technology for purpose built electric vehicles. The name Envirotech better reflects our business going forward: Utilizing cutting-edge technology to provide customers with EV solutions that reduce their carbon footprint,” said Phillip Oldridge, Envirotech’s Chief Executive Officer.
Mr. Oldridge continued, “The market opportunity in front of us is massive, and we look forward to fulfilling the growing need for purpose built electric vehicles. We have begun to work with partners to build the new brand, increase our visibility, and expand our marketing and sales efforts around the Envirotech name.”
About Envirotech Vehicles
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 electric 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.EVTVUSA.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 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.
Contact Information
Investor Relations Contacts:
IMS Investor Relations
John Nesbett/Jennifer Belodeau
Telephone: 203.972.9200
Email: jnesbett@imsinvestorrelations.com
Envirotech Vehicles
Michael K. Menerey, Chief Financial Officer
Telephone: (951) 407-9860 ext. 1205
Email: mike.m@EVTVUSA.com
SOURCE: Envirotech Vehicles