Electrovaya Inc 6-K, filed Aug 15, 2023

Electrovaya Inc. (ELVA)

6-K 2023-08-15 For: 2023-08-15

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Added on April 12, 2026

About this 6-K

Electrovaya Inc filed this 6-K on August 15, 2023.

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	ELECTROVAYA INC.
	(Registrant)

Date: August 15, 2023	By	/s/ Raj Das Gupta
		Raj Das Gupta
		Chief Executive Officer

Exhibit		Description of Exhibit

99.1		Unaudited Condensed Interim Consolidated Financial Statements for the three months ended June 30, 2023

99.2		Management’s Discussion and Analysis For the quarter ended June 30, 2023

99.3		Certification of Interim Filings CEO dated August 14, 2023

99.4		Certification of Interim Filings CFO dated August 14, 2023

99.5		Press Release dated August 14, 2023 – Electrovaya Reports Q3 FY2023 Results

	June 30,			September 30,
	2023			2022
Assets
Current assets
Cash and cash equivalents	$	723		$	626
Trade and other receivables (note 4)		10,149			6,309
Inventories (note 5)		5,898			4,477
Prepaid expenses and other (note 7(b))		6,246			3,895
Due from related party (note 7(a))		-			374
Total current assets		23,016			15,681

Non current assets
Property, plant and equipment		10,443			2,312
Long-term deposit		105			88
Total non-current assets		10,548			2,400

Total assets	$	33,564		$	18,081
Liabilities and Equity
Current liabilities
Trade and other payables (note 8)	$	7,398		$	4,147
Working capital facilities (note 9(a))		12,092			11,635
Promissory notes (note 9(b))		1,022			4,363
Deferred grant income		-			65
Deferred revenue (note 19)		-			5
Short term loans (note 10)		3,800			582
Lease inducement (note 11)		-			136
Relief and recovery fund payable (note 14)		57			28
Other payables		486			246
Lease liability – current portion (note 11)		201			164
Total current liabilities		25,056			21,371

Non-current liabilities
Lease liability – non-current portion (note 11)		2,168			2,235
Relief and recovery fund payable (note 14)		215			249
Other payables		140			145
Total non-current liabilities		2,523			2,629

Equity (Deficiency)
Share capital (note 12)		111,786			103,305
Contributed surplus		6,817			6,235
Warrants (note 12)		6,872			4,725
Accumulated other comprehensive gain		13,645			13,491
Revaluation surplus (note 6)		1,882			-
Deficit		(135,017	)		(133,675	)
Total Equity (Deficiency)		5,985			(5,919	)

Total liabilities and equity (deficiency)	$	33,564		$	18,081

See accompanying notes to unaudited condensed interim consolidated financial statements.

These unaudited condensed interim consolidated financial statements should be read in conjunction with the annual audited consolidated financial statements for the year ended September 30, 2022.

	Three months ended June 30,						Nine months ended June 30,
	2023			2022			2023			2022

Revenue (note 19)	$	10,531		$	4,305		$	28,769		$	9,845
Direct manufacturing costs (note 5(b))		7,569			3,218			21,189			7,310
Gross margin		2,962			1,087			7,580			2,535

Expenses
Research and development		685			944			2,675			2,910
Government assistance (note 16)		(109	)		(226	)		(326	)		(352	)
Sales and marketing		378			290			1,356			959
General and administrative		868			669			2,309			1,984
Stock based compensation		334			378			599			699
Finance cost (note 9, 10 and 12)		518			622			1,658			1,890
Patents and trademark expenses		30			24			90			61
		2,704			2,701			8,361			8,151

Income(loss) before the undernoted		258			(1,614	)		(781	)		(5,616	)

Amortization		198			100			392			301

Income(loss) from operations		60			(1,714	)		(1,173	)		(5,917	)

Foreign exchange gain(loss) and interest income		17			253			(165	)		50

Net income(loss) for the period		77			(1,461	)		(1,338	)		(5,867	)

Basic income(loss) per share		0.00		$	(0.05	)		(0.04	)	$	(0.20	)
Diluted income(loss) per share		0.00		$	(0.05	)		(0.04	)	$	(0.20	)

Weighted average number of shares											29,313,36
Outstanding, basic and fully diluted		32,975,228			29,327,152			32,568,110

See accompanying notes to unaudited condensed interim consolidated financial statements.

These unaudited condensed interim consolidated financial statements should be read in conjunction with the annual audited consolidated financial statements for the year ended September 30, 2022.

	Three months ended June 30,					Nine months ended June 30,
	2023		2022			2023			2022
Net income (loss) for the period	$	77	$	(1,461	)	$	(1,338	)	$	(5,867	)
Revaluation surplus (note 6)		1,882		-			1,882			-
Currency translation differences		204		17			154			25
Other comprehensive income for the period		2,086		17			2,036			25
Total Comprehensive income (loss) for the period		2,163		(1,444	)		698			(5,842	)

	Share Capital		Contributed Surplus			Deficit			Fair value of share purchase warrants		Accumulated other Comprehensive Income		Revaluation Surplus		Total
Balance – October 01, 2021	$	102,498	$	4,903		$	(127,128	)	$	4,687	$	13,344		-	$	(1,696	)
Stock-based compensation		-		699			-			-		-		-		699
Issue of shares		768		-			-			-		-		-		768
Net loss for the period		-		-			(5,867	)		-		-		-		(5,867	)
Currency translation differences		-		(27	)		-			-		25		-		(2	)
Balance – June 30, 2022	$	103,266	$	5,575		$	(132,995	)	$	4,687	$	13,369		-	$	(6,098	)

Balance – October 01, 2022	$	103,305	$	6,235		$	(133,675	)	$	4,725	$	13,491		-	$	(5,919	)
Stock-based compensation		-		599			-			-		-		-		599
Issue of shares		8,480		-			-			2,147		-		-		10,627
Unrealized gain on acquisition		-		-			-			-				1,882		1,882
Net loss for the period		-		-			(1,338	)		-		-		-		(1,338	)
Currency translation differences		1		(17	)		(4	)		-		154		-		134
Balance – June 30, 2023	$	111,786	$	6,817		$	(135,017	)	$	6,872	$	13,645		1,882	$	5,985

	June 30, 2023			June 30, 2022

Cash and cash equivalents provided by (used in)

Operating activities

Net income(loss) for the period	$	(1,338	)	$	(5,867	)
Items not involving cash:
Amortization		392			301
Stock based compensation expense		599			699
Cash and cash equivalents provided by (used in) operating activities		(347	)		(4,867	)
Net changes in working capital (note 14)		(4,191	)		(6,503	)
Cash and cash equivalents from (used in) operating activities		(4,538	)		(11,370	)

Investing activities
Purchase of property, plant and equipment		(6,555	)		(27	)
Cash and cash equivalents (used in) investing activities		(6,555	)		(27	)

Financing activities
Issue of shares		10,600			741
Change in loan payable		(5,049	)		7,743
Change in due from related party		381			-
Change in other payables		4,683			-
Change in non-current liabilities		243			(269	)
Change in long-term deposit		(13	)		(17	)
Payment of lease liability (interest portion)		(252	)		(279	)
Payment of lease liability (principal portion)		(124	)		(102	)
Cash and cash equivalents from (used in) financing activities		10,469			7,817

Increase (Decrease) in cash and cash equivalents		(624	)		(3,580	)
Exchange difference		694			333
Cash and cash equivalents, beginning of period		653			4,202
Cash and cash equivalents, end of period		723			955

Supplemental cash flow disclosures:
Income tax paid		-			-
Interest paid		1,564			1,747

See accompanying notes to unaudited condensed interim consolidated financial statements.

These unaudited condensed interim consolidated financial statements should be read in conjunction with the annual audited consolidated financial statements for the year ended September 30, 2022.

Property, plant and equipment	$	5,800

Current Liabilities
Due to related party		800
Vendor Promissory Note		3,950
Total net assets acquired		1,050

	June 30, 2023			September 30, 2022

Trade receivables, gross	$	9,343		$	6,312
Allowance for credit losses		(48	)		(54	)
Trade receivables		9,295			6,258
Other receivables		854			51
Trade and other receivables	$	10,149		$	6,309

	June 30, 2023			September 30, 2022
Beginning balance	$	54		$	-
Impairment loss		-			-
Allowance provided (reversed)		(9	)		54
Exchange translation		3			-
Ending balance	$	48		$	54

	June 30, 2023		September 30, 2022

Raw materials	$	4,820	$	3,983
Semi-finished		310		242
Finished goods		768		252
	$	5,898	$	4,477

	June 30, 2023		September 30, 2022
Trade Payables	$	5,759	$	3,132
Accruals		1,118		545
Other Payables		521		470

	June 30		September 30,
	2023		2022
Revolving credit facility	$	12,092	$	11,635

	June 30, 2023		September 30, 2022

Promissory Note ^(I)	$	-	$	4,363
Promissory Note ⁽ⁱⁱ⁾		1,022		-
	$	1,022	$	4,363

	June 30, 2023		Sep 30, 2022

Current	$	201	$	164
Non-current	$	2,168	$	2,235
Carrying amount – lease liability	$	2,369	$	2,399

	June 30,			Sep 30,
	2023			2022
Interest on lease liabilities	$	252		$	365
Incremental borrowing rate at time of transition		14.00	%		14.00	%
Total cash outflow for the lease	$	369		$	504

Year	Amount

2023	$	176

2024	$	714

2025	$	730

2026	$	746

2027	$	762
2028 and beyond	$	1,776

	Common Shares
	Number		Amount
Balance, September 30, 2022		29,437,372	$	103,305
Issuance of shares (i)		3,508,680		8,355
Issuance of shares note (12(b))		6,800		8
Issuance of shares (ii)		14,414		59
Transfer from contributed surplus		-		5
Balance, December 31, 2022		32,967,266	$	111,732
Issuance of shares note (12(b))		5,200		14
Transfer from contributed surplus		-		10
Balance, March 31, 2023		32,972,466	$	111,756
Issuance of shares note (iii)		8,376		30
Balance, June 30, 2023		32,980,842		111,786

	(i)	The Company completed a non‐brokered private placement of 3,508,680 units at a price of Cdn $4.2305 per Unit for aggregate gross proceeds of CAD$14.8 million. Each Unit comprised of one common share of the Company and one-half of one common share purchase warrant. The Company issued 1,754,340 share purchase warrants on November 09, 2022. The expiry date of these warrants was November 09, 2025. The warrants vested immediately and the exercise price was Cdn $5.30. The original fair value of the share purchase warrants is $2.1 million and represents the non-cash expenses adjusted against share equity as a cost of the transaction.
	(ii)	On December 20, 2022, the promissory note which was due to mature on December 31, 2022 and was amended to June 30, 2023 with an option to renew it further six months until December 31, 2023. The terms include a reduction in the interest rate calculation by 1%. All other terms and conditions are unchanged. In exchange for the extension, the company issued 14,414 shares at Cdn $5.55 as compensation for Canadian $80K extension fee.
	(iii)	On June 30, 2023, the promissory note which was due to mature on June 30, 2023 and was amended to September 29, 2023 with an option to renew it further three months until December 31, 2023. All other terms and conditions are unchanged. In exchange for the extension, the company issued 8,386 shares at Cdn $4.77 as compensation for Canadian $40K extension fee.
	(iv)	On June 13, 2023, the Company completed a reverse split of its issued and outstanding common stock at a ratio of 1 consolidated for 5 pre-consolidated shares. The Company initiated the reverse stock split in connection with its intention to meet the minimum bid price requirement and list the Common Shares for trading on the Nasdaq Capital Market. As a result of the reverse stock split, every five outstanding Common Shares were consolidated into one Common Share without any action from stockholders, reducing the number of outstanding Common Shares from approximately 164.86 million to approximately 32.97 million.

	Number outstanding			Weighted average exercise price
Outstanding, September 30, 2022		3,727,588		$	2.30
Exercised		(6,800	)	$	1.05
Outstanding, December 31, 2022		3,720,788		$	2.40
Exercised		(5,200	)	$	2.55
Cancelled or expired		(3,200	)	$	2.60
Outstanding, March 31, 2023		3,712,388		$	2.40
Granted		1,060,000		$	4.04
Outstanding, June 30, 2023		4,772,388		$	2.49

											Options exercisable
Exercise price							Number Outstanding		Weighted average remaining life (years)		Number exercisable		Weighted average exercise price
$	2.72	(	Cdn	$	3.60	)		256,400		0.64		256,400	$	2.72
$	3.93	(	Cdn	$	5.20	)		3,000		0.69		3,000	$	3.93
$	3.85	(	Cdn	$	5.10	)		8,200		0.90		8,200	$	3.85
$	2.46	(	Cdn	$	3.25	)		35,499		1.64		35,499	$	2.46
$	3.44	(	Cdn	$	4.55	)		12,000		1.89		12,000	$	3.44
$	2.61	(	Cdn	$	3.45	)		42,900		2.25		42,900	$	2.61
$	2.99	(	Cdn	$	3.95	)		9,600		2.62		9,600	$	2.99
$	8.05	(	Cdn	$	10.65	)		101,121		3.50		101,121	$	8.05
$	4.61	(	Cdn	$	6.10	)		10,667		4.09		10,667	$	4.61
$	1.06	(	Cdn	$	1.40	)		120,066		4.65		120,066	$	1.06
$	1.13	(	Cdn	$	1.50	)		1,024,000		6.09		1,024,000	$	1.13
$	2.49	(	Cdn	$	3.30	)		274,268		7.21		183,092	$	2.49
$	3.78	(	Cdn	$	5.00	)		1,494,667		8.21		648,002	$	3.78
$	4.35	(	Cdn	$	5.75	)		20,000		8.42		20,000	$	4.35
$	2.15	(	Cdn	$	2.85	)		150,000		8.98		123,333	$	2.15
$	2.15	(	Cdn	$	2.85	)		150,000		8.98		50,004	$	2.15
$	4.04	(	Cdn	$	5.35	)		1,060,000		9.79		41,000	$	4.04
								4,772,388		7.35		2,688,884	$	2.49

Grant date		April 10,2023
No of options		1,060,000
Exercise price	$	4.04
Average expected life in years		10
Volatility		79.30	%
Risk-free weighted interest rate		2.92	%
Dividend yield		-
Fair-value of options granted	$	4,282


	Number Outstanding			Exercise Price

Outstanding, September 30, 2021 and September 30, 2022		2,035,019		$	2.30
Issued during the quarter ended December 31, 2022		1,754,340		$	3.90
Expired during the quarter ended December 31, 2022		(80,869	)	$	5.80
Outstanding, December 31, 2022		3,708,490		$	3.00
Expired during the quarter ended March 31, 2023		(242,222	)	$	6.45
Outstanding, March 31, 2023 & June 30, 2023		3,466,268		$	2.75

	June 30, 2023				September 30, 2022
	USD		CDN		USD		CDN
Shareholder guaranteed loan (Dec. 2017)	$	-	$	-	$	364	$	500
Shareholder guaranteed loan (June 2019)		-		-		218	$	300
	$	-	$	-	$	582	$	800

	i)	The promissory note is secured by the pledge of 7,000,000 Common Shares by Dr Sankar Das Gupta in favor of the lender.
	ii)	The promissory note was also secured by the personal guarantee of Dr. Sankar Das Gupta, as well as a pledge of 25,700,000 Common Shares by Dr. Das Gupta in favor of the lender. All Common Shares were released after the repayment of the promissory note on November 14, 2022.

	June 30
	2023			2022

Trade and other receivables	$	(3,840	)	$	(1,643	)
Inventories		(1,421	)		(426	)
Prepaid expenses and other		(2,351	)		(3,166	)
Trade and other payables		3,251			(575	)
Deferred grant income		(65	)		170
Deferred revenue		(5	)		(631	)
Other payable		240			(232	)
	$	(4,191	)	$	(6,503	)

	-	Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities, either directly or indirectly.

	-	Level 2 – Inputs, other than Level 1 inputs that are observable for assets and liabilities, either directly or indirectly. Level 2 inputs include quoted market prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

	-	Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

	As at June 30, 2023								As at September 30, 2022

Financial assets:	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Cash and cash equivalents	$	723		-		-	$	723	$	626		-		-	$	626
Trade and other receivables	$	10,149		-		-	$	10,149	$	6,309		-		-	$	6,309
Financial liabilities:
Working capital facilities	$	12,092		-		-	$	12,092	$	11,635		-		-	$	11,635
Trade and other payables	$	7,398		-		-	$	7,398	$	4,147		-		-	$	4,147
Current lease liability	$	201		-		-	$	201	$	164		-		-	$	164
Short term loans		-	$	3,800		-	$	3,800		-	$	582		-	$	582
Other payables	$	486		-		-	$	486	$	246		-		-	$	246
Promissory notes		-	$	1,022		-	$	1,022		-	$	4,363		-	$	4,363
Non-current liabilities		-	$	2,168		-	$	2,168		-	$	2,235		-	$	2,235

	·	to ensure the Group's ability to continue as a going concern.
	·	to provide an adequate return to shareholders by pricing products and services commensurately with the level of risk.

	June 30		September 30
	2023		2022
Total Equity (Deficiency)	5,985		(5,919	)
Cash and cash equivalents	(723	)	(626	)
Capital	5,262		(6,545	)

Total Equity (Deficiency)	5,985		(5,919	)
Promissory Note	1,022		4,363
Short-term loans	3,857		582
Working capital facilities	12,092		11,635
Other Long-term liabilities	2,523		2,629
Overall Financing	25,479		13,290
Capital to Overall financing Ratio	0.21		-0.49

	2023		2022
Large format batteries	$	9,629	$	4,223
Other		902		82
	$	10,531	$	4,305

	2023		2022
Revenue with customers
Sale of batteries and battery systems	$	9,629	$	4,223
Sale of services		192		9
Grant income
Research grant		451		-
Others		259		73
	$	10,531	$	4,305

	2023		2022
Canada	$	605	$	90
United States		9,745		4,194
Others		181		21
	$	10,531	$	4,305

1.	OUR BUSINESS	4
2.	OUR STRATEGY	5
3.	RECENT DEVELOPMENTS	6
4.	SELECTED QUARTERLY FINANCIAL INFORMATION	8
5.	OUTSTANDING SHARE DATA	16
6.	OFF-BALANCE SHEET ARRANGEMENTS	17
7.	RELATED PARTY TRANSACTIONS	17
8.	CRITICAL ACCOUNTING ESTIMATES	19
9.	CHANGES IN ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS	20
10.	FINANCIAL AND OTHER INSTRUMENTS	20
11.	DISCLOSURE CONTROLS	20
12.	INTERNAL CONTROL OVER FINANCIAL REPORTING	20
13.	QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT RISKS AND UNCERTAINTIES	21
14.	COVID-19 BASED RISKS	25

	(a)	lithium ion battery systems to power MHEV including fork-lifts as well as accessories such as battery chargers to charge the batteries;

	(b)	lithium ion batteries for other transportation applications;

	(c)	products for stationary energy storage applications; and,

	(d)	energy services, battery analytics and data services