Azio Ai Holdings, Inc 8-K, filed May 13, 2021
Azio Ai Holdings, Inc. (AZIO)
About this 8-K
Azio Ai Holdings, Inc filed this 8-K on May 13, 2021, reporting on events of May 7, 2021.
Items reported
- Item 3.02: Unregistered sale of equity
- 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 7, 2021
adomani, Inc.
(Exact name of registrant as specified in its charter)
|
Delaware |
|
001-38078 |
|
46-0774222 |
|
(State or other jurisdiction |
|
(Commission File Number) |
|
(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:
|
Title of each class |
Trading |
Name of each exchange on which registered |
|
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 3.02 |
Unregistered Sales of Equity Securities. |
The information set forth under Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
|
Item 8.01 |
Other Events. |
On May 10, 2021, ADOMANI, Inc. (the “Company”) issued a press release announcing that it completed the second closing of its previously announced private placement on May 7, 2021, resulting in $16.275 million of additional cash proceeds.
As previously reported on the Current Report on Form 8-K of the Company filed on December 28, 2020 (the “Previous Form 8-K”), the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional and accredited investors, whereby the Company sold, and the investors purchased, shares of common stock of the company, par value $0.00001 (the “Common Stock”), and warrants (the “Warrants”) to purchase additional shares of Common Stock (the “Financing”).
Pursuant to the Securities Purchase Agreement, at the initial closing of the Financing (the “Initial Closing”) on December 31, 2020, the Company raised gross proceeds of $5,750,000 through the sale and issuance of 11,500,000 shares of Common Stock at a purchase price equal to $0.50 per share, and Warrants to purchase up to an aggregate of 8,625,001 shares of Common Stock at an exercise price of $0.50 per share.
Following the effectiveness of the Registration Statement on Form S-3 (File No. 333-255341) filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 19, 2021, registering the shares of Common Stock sold, and issuable under the Warrants, in connection with the Financing, and the closing of the Company’s acquisition of Envirotech Drive Systems, Inc. on March 16, 2021, the Company completed the second closing of the Financing, at which the Company raised aggregate gross proceeds of approximately $17,250,000 through the sale and issuance of 38,333,334 shares of Common Stock at a purchase price equal to $0.45 per share, and Warrants to purchase up to an aggregate of 19,166,670 shares of its Common Stock at an exercise price of $1.00 per share.
The foregoing description of the terms of the Purchase Agreement and the Warrants is not complete and is qualified in its entirety by reference to the terms of the Purchase Agreement and the Warrants, the forms of which were attached as Exhibits 10.1, 4.1 and 10.2, respectively, to the Previous Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit Number |
|
Description |
|
99.1 |
|
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.
|
|
ADOMANI, Inc. |
|
|
|
|
|
|
Dated: May 13, 2021 |
By: |
/s/ Michael K. Menerey |
|
|
|
Michael K. Menerey |
|
|
|
Chief Financial Officer |
Exhibit 99.1
Envirotech Vehicles Completes Second Closing of Private Placement
This is the Second Closing of a Previously Announced $23 Million Private Placement
Corona, CA / ACCESSWIRE / May 10, 2021 / ADOMANI, Inc. (OTCQB: ADOM) (DBA Envirotech Vehicles) a provider of new zero-emission, purpose-built electric vehicles and drivetrain solutions (the “Company”), announced today that it completed the second closing of its previously announced private placement on May 7, 2021, resulting in $16.275 million of additional cash proceeds.
This private placement is the second and final closing under a securities purchase agreement entered into on December 24, 2020 to raise gross proceeds of up to $23 million resulting from the sale of shares of the Company’s common stock and warrants to purchase additional shares of its common stock through a private investment in public equity (PIPE) financing, which was to occur in two separate closings (the "PIPE Financing").
At the first closing of the PIPE Financing on December 29, 2020, the Company raised aggregate gross cash proceeds of $5,425,000. The second closing resulted in the sale and issuance of 38,333,333 shares of the Company’s common stock at a purchase price equal to $0.45 per share and warrants to purchase up to an aggregate of 19,166,667 shares of its common stock at an exercise price of $1.00 per share, which resulted in $16,275,001 cash proceeds. The share and warrant amounts in the second closing include 2,166,666 shares and 1,083,330 warrants issued in lieu of paying $975,000 of placement agent fees in cash.
Roth Capital Partners, LLC served as the sole placement agent for the PIPE Financing.
The securities sold in the PIPE Financing have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state or other applicable jurisdiction's securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state or other jurisdictions' securities laws. The Company has filed a registration statement with the SEC registering the resale of the shares of its common stock sold in the PIPE Financing and the shares of its common stock issuable upon exercise of the warrants (other than any securities issued to the placement agent).
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Envirotech Vehicles
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 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.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 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@ADOMANIelectric.com
SOURCE: ADOMANI, Inc. (DBA Envirotech Vehicles)