8-K

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): February 3, 2022

ENVIROTECH VEHICLES, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-38078	46-0774222
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

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 (see General Instruction A.2. below):

☐ 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	OTC Markets Group Inc.

Indicate by check mark whether the registrant is an emerging growth company as defined in 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. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 3, 2022, Envirotech Vehicles, Inc. (the “Company”) announced the appointment of Christian S. Rodich as the Company’s Chief Financial Officer. Effective upon Mr. Rodich’s appointment on February 3, 2022, Ms. Sue Emry will no longer serve as the Company’s interim Chief Financial Officer. However, she will continue to serve as the Company’s Executive Vice President.

The Company entered into an offer letter with Mr. Rodich (the “Rodich Agreement”), pursuant to which Mr. Rodich will receive an annual base salary of $160,000, payable in semi-monthly installments consistent with the Company’s payroll practices. Mr. Rodich will also receive stock options to purchase 77,471 shares of the Company’s common stock, vesting over five years, subject to his continued service through the applicable vesting date. Mr. Rodich will also receive participation in medical insurance, dental insurance, and the Company’s other benefit plans. Under the Rodich Agreement, Mr. Rodich will also receive a signing/relocation bonus of $20,000.

The foregoing description of the Rodich Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Rodich Agreement, which is included as Exhibit 10.1 to this report and is incorporated herein by reference.

Mr. Rodich, 47, has over 20 years of finance and accounting experience in a variety of industries. From January 2014 through October 2021, Mr. Rodich was employed by Masterbrand Cabinets, a provider of premier cabinetry, where he served as the Director of Corporate Accounting and Compliance from January 2014 through May 2015, and from May 2015 through October 2021, he served as the Senior Director of Commercial (Channel) Finance. From October 2007 through December 2013, Mr. Rodich was Director of Internal Audit-North America for Smith & Nephew, a portfolio medical technology business with global operations. Mr. Rodich has prior experience as an Internal Audit Manager with Mueller Industries and as a Level-2 System Support with Pfizer. Mr. Rodich is a licensed CPA in Tennessee, with experience as a Senior Internal Auditor at Thomas & Betts/Arthur Andersen. Mr. Rodich holds a B.S. in Business Administration as well as a Master of Accountancy degree from the University of Tennessee.

Mr. Rodich has no family relationships that require disclosure pursuant to Item 401(d) of Regulation S-K and has not been involved in any transactions that require disclosure pursuant to Item 404(a) of Regulation S-K. There is no arrangement or understanding between Mr. Rodich and any other person pursuant to which Mr. Rodich was appointed as the Company’s Chief Financial Officer.

On February 3, 2022, the Company issued a press release announcing Mr. Rodich as its Chief Financial Officer. The press release is attached hereto as Exhibit 99.1. The information included in the press release in Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act of 1934, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Offer Letter with Christian S. Rodich dated February 3, 2022.
99.1	Press Release dated February 3, 2022.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.
Dated: February 8, 2022	By:	/s/ Susan M. Emry
		Susan M. Emry
		Executive Vice President

EX-10.1

Exhibit 10.1

Envirotech Vehicles, Inc.

February 3, 2022

Offer Letter

Mr. Christian S. Rodich

Nashville, TN

Dear Christian,

On behalf of Envirotech Vehicles, Inc., (“EVTV” or “Employer’’), I am pleased to offer you a position as Chief Financial Officer. Your starting compensation will be a semi-monthly base salary of $6,666.67, which equates to $160,000 annually. Please note that this salary is subject to deductions for taxes and other withholdings as required by law or the policies of the Company. This position is considered an exempt position for purposes of wage-hour law, which means you are not eligible for overtime pay for hours worked over 40 hours weekly or 8 hours daily. You will be subject to annual performance and salary reviews, the timing to be determined by the Compensation Committee and management.

A signing/relocation bonus of $20,000 will available to you should you accept this offer. It will consist of a cash payment of $10,000 to be paid on the first payroll processing date after you begin working; the remaining $10,000 to be paid on the first payroll processing date after you have moved into a permanent residence in Mississippi County, AR. In addition, options to purchase 22,222 shares of EVTV stock at an exercise price of $0.45/share, and additional options to purchase another $10,000 of stock at an exercise price that will equal the closing price on the day you begin work ( if the closing price was $0.30/share, that would be your exercise price, and you would be able to purchase 33,333 shares at that price when fully vested). Both groups of options will vest ratably at 1/ 60th per month over 5 years.

There is currently no formal bonus, retirement or life insurance plan in place. There is an employee incentive plan in place from which stock options and restricted stock may be issued. We intend to explore these other options with the intent to provide an appropriate set of benefits for all executives and employees. Until and unless such plans are in place, future discretionary bonuses and stock option/ restricted stock awards will be subject to Compensation Committee approval as additional performance-based compensation you are eligible to receive.

Upon 30 days of employment, with the effective date being the 1st of the month following 30 days of employment, you may choose to enroll in the Company’s group health insurance, or you may also defer enrollment in a health plan until the next open enrollment period. Additionally, immediately with the company, you will be eligible to accrue three weeks vacation/PTO. From years 2 and on, you will continue to be eligible for 3 weeks’ vacation/PTO.

The essential job functions or duties of this position are those of a CFO of a public company.A job description will be provided to you when you commence work at EVTV. You are expected to work in our Osceola, Arkansas office, and will report to the Executive Vice President, the Chief Executive Officer, and the Board of Directors. Working remotely will be a limited option, subject to case by case approvals by the EVP.

EVTVUSA.com                         1215 Graphite Drive, Corona, CA 92881                                951.407.9860

Employee shall also perform such other duties as are customarily performed by other persons in similar positions, as well as such other duties as may be assigned from time to time by the Employer.

For purposes of federal immigration law, you will be required to provide to the Company documentary evidence of your identity and eligibility for employment in the United States. As a Company employee, you will be expected to abide by the Company’s rules and standards. Specifically, you will be asked to sign an acknowledgment that you have read and that you understand the Company’s rules of conduct which are included in the Company Handbook.

Your employment with our company is “at will”, which means that either you or the Company may terminate the relationship at any time. Should you have any questions, feel free to contact me at (909) 238-2998.

This offer of employment, if not previously accepted by you, will expire seven days from the date of this letter. Kindly indicate your understanding and acceptance of our offer by signing below and returning a copy via e-mail or physically to the location. We look forward to seeing you in Osceola soon!

Sincerely,

/s/ Susan M. Emry

Susan M. Emry, Executive Vice President

I agree to the terms of the employment set forth above.

/s/ Christian S. Rodich Date 1/26/2022

Christian S. Rodich

EVTVUSA.com                         1215 Graphite Drive, Corona, CA 92881                        951.407.9860

EX-99.1

Exhibit 99.1

Christian S. Rodich Joins Envirotech Vehicles as Chief Financial Officer

Corona, CA/ February 3, 2022 / Envirotech Vehicles, Inc. (OTCQX: EVTV), a provider of new zero-emission, purpose-built electric vehicles, today announced that Christian S. Rodich has joined the Company as Chief Financial Officer. He replaces Michael K. Menerey, who has served as acting CFO since retiring on January 2, 2022. Mr. Menerey is a 40-year veteran CFO who agreed to consult post-retirement in order to fill the interim role. He will continue consulting for a brief transition period. Mr. Rodich will oversee all aspects of the financial organization including compliance, financial planning, operational reporting, treasury, audit and tax at Envirotech. He will report to Envirotech Chairman and CEO Phillip Oldridge.

Mr. Rodich brings more than 20 years of finance and accounting experience across a variety of industries. He most recently served as Senior Director Commercial (Channel) Finance for Masterbrand Cabinets, a provider of premier cabinetry, where he had financial management and reporting responsibilities for several divisions which contributed approximately $1.6 billion in annual revenue. Before that, he served as Director of Corporate Accounting and Compliance for Masterbrand. Earlier in his career he was Director of Internal Audit-North America, for Smith & Nephew, a portfolio medical technology business with global operations. Mr. Rodich holds a BS in Business Administration as well as a Master of Accountancy degree from the University of Tennessee and has a Certified Public Accountant designation.

Mr. Rodich said “I’m energized by Envirotech’s people, its mission, and its strategies to provide all- electric purpose-built vehicles to its customers. I look forward to working with the Envirotech team in achieving its vision for the future.”

“We’re pleased to welcome Christian to Envirotech and look forward to leveraging his many years of financial, accounting, and leadership experiences as we continue to grow our Company’s profile and strategic position in the EV industry,” commented Phillip Oldridge, CEO of Envirotech Vehicles. “I’d also like to take this opportunity to thank Michael Menerey for his many contributions to Envirotech and wish him and his family all the best in his retirement.”

About Envirotech Vehicles

Envirotech Vehicles, Inc. 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 Envirotech Vehicles, Inc. (formerly ADOMANI, Inc.) 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

IMS Investor Relations

John Nesbett/Jennifer Belodeau

Telephone: 203.972.9200

Email: jnesbett@imsinvestorrelations.com

Envirotech Vehicles

Christian Rodich, Chief Financial Officer

Telephone: (951) 407-9860 ext. 1205

Email: christian.r@evtvusa.com

XML

Document and Entity Information	Feb. 03, 2022
Cover [Abstract]
Security Exchange Name	CBOE
Amendment Flag	false
Entity Central Index Key	0001563568
Document Type	8-K
Document Period End Date	Feb. 03, 2022
Entity Registrant Name	ENVIROTECH VEHICLES, INC.
Entity Incorporation State Country Code	DE
Entity File Number	001-38078
Entity Tax Identification Number	46-0774222
Entity Address, Address Line One	1215 Graphite Drive
Entity Address, City or Town	Corona
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92881
City Area Code	(951)
Local Phone Number	407-9860
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common stock, $0.00001 par value
Trading Symbol	EVTV
Entity Emerging Growth Company	true
Entity Ex Transition Period	true