Electrovaya (NASDAQ: ELVA) inks Amazon deal with US$280M warrant tie

Rhea-AI Filing Summary

Electrovaya Inc. entered into a transaction agreement with Amazon.com Inc. under which Amazon.com NV Investment Holdings LLC received warrants to purchase up to 13,880,345 Electrovaya common shares at US$8.56 per share for ten years. The warrants were issued in connection with an expanded commercial relationship focused on deploying Electrovaya’s Infinity Battery Technology in Amazon’s material-handling, robotics and potential energy-storage applications.

Of the total warrants, 5,545,880 vested immediately, with the balance vesting in tranches as Amazon achieves incremental purchases up to US$280 million, with potential acceleration upon specified transactions. Unexercised warrants carry no voting or other shareholder rights. The underlying shares have conditional listing approval from the Toronto Stock Exchange, and the securities were issued in a private placement relying on Section 4(a)(2) of the U.S. Securities Act with customary registration rights and anti-dilution protections.

Key Figures

Warrant Shares: 13,880,345 shares Exercise Price: US$8.56 per share Warrant Term: 10 years +4 more

7 metrics

Warrant Shares 13,880,345 shares Maximum common shares issuable to Amazon upon full warrant exercise

Exercise Price US$8.56 per share Exercise price for Electrovaya warrants issued to Amazon

Warrant Term 10 years Period during which the Amazon warrants are exercisable from issuance

Immediately Vested Warrants 5,545,880 warrants Portion vesting upon execution of the commercial agreement

Purchase Milestone US$280 million Cumulative purchases by Amazon tied to full performance-based vesting

Conditional listing approval Toronto Stock Exchange Conditional approval to list common shares issuable under the warrants

Securities Act exemption Section 4(a)(2) Exemption relied upon for unregistered issuance of warrants and shares

Key Terms

anti-dilution provisions, registration rights, volume weighted average trading price, material change report, +1 more

5 terms

anti-dilution provisions financial

"The certificate representing the Warrants contains, among other provisions, anti-dilution provisions"

Anti-dilution provisions are contract terms that protect an investor’s percentage ownership when a company issues new shares at a lower price than the investor originally paid. They work like an automatic recalculation of split pieces when a pie gets cut into more slices, preserving the investor’s relative stake and reducing unexpected losses of ownership and voting power, which matters because it affects potential control, future returns, and valuation of an investment.

registration rights regulatory

"including customary registration rights with respect to the Warrant"

Registration rights are contractual promises that let investors require a company to file paperwork with securities regulators so those investors can sell their shares to the public. They matter because they create a path to liquidity and an exit plan—without them, investors may be stuck holding shares for a long time. Think of them like a reserved ticket that guarantees access to a public marketplace when the holder is ready to sell.

volume weighted average trading price financial

"exercise price based on the 5-day volume weighted average trading price"

Volume weighted average trading price (VWAP) is the average price of a security over a set period, calculated by giving more weight to prices where more shares were traded — in other words, prices with higher volume count more. Investors use VWAP as a benchmark to judge trade execution and market activity: it helps tell whether a buy or sell occurred at a better or worse price than the market’s typical traded level, like comparing your purchase to the crowd’s average.

material change report regulatory

"intends to file a material change report in respect of the transactions"

A material change report is a public notice that a company must file and share whenever new information or an event is significant enough to likely influence an investor’s decision. Think of it like an urgent update board that tells shareholders about big shifts—such as major deals, leadership changes, sudden losses, or legal issues—so investors can reassess risk and value with the same facts everyone else has.

Infinity Battery Technology technical

"continued deployment of Infinity Battery Technology in material handling operations"

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FAQ

What agreement did Electrovaya (ELVA) enter into with Amazon in July 2026?

Electrovaya entered into a transaction agreement with Amazon.com Inc. on July 14, 2026, tied to a continued commercial relationship and deployment of Infinity Battery Technology in material handling, robotics and potential energy-storage applications across Amazon’s operations.

How many Electrovaya (ELVA) shares can Amazon purchase under the warrants?

Amazon, through its subsidiary, received warrants exercisable to purchase up to 13,880,345 Electrovaya common shares. These “Warrant Shares” become available over time as vesting conditions are met, including incremental purchase milestones under the commercial arrangement between the two companies.

At what price and for how long are Electrovaya (ELVA) warrants to Amazon exercisable?

The warrants issued to Amazon are exercisable at US$8.56 per Electrovaya common share for a period of ten years from the issuance date. The exercise price is based on the five-day volume weighted average price immediately prior to the agreement date.

How do the Electrovaya (ELVA) warrants issued to Amazon vest?

A total of 5,545,880 warrants vested immediately when the commercial agreement was executed. The remaining warrants vest in tranches as Amazon achieves incremental purchase milestones, up to US$280 million in cumulative purchases, with potential earlier full vesting upon certain specified transactions.

Do the Electrovaya (ELVA) warrants give Amazon voting rights before exercise?

No, the warrants do not provide voting or other shareholder rights while unexercised. Only once Amazon exercises the warrants and receives common shares would shareholder rights attach to those issued shares, consistent with the warrant terms described by Electrovaya.

How were the Electrovaya (ELVA) warrants to Amazon structured under U.S. securities law?

The warrant issuance and underlying shares were treated as a private placement exempt from registration under Section 4(a)(2) of the U.S. Securities Act. The securities are unregistered and carry customary legends, with related registration rights outlined in the transaction agreement.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of July 2026

Commission File Number: 001-41726

ELECTROVAYA INC.

(Registrant)

6688 Kitimat Road

Mississauga, Ontario, Canada L5N 1P8

(Address of Principal Executive Offices) 

Indicate by check mark whether the Registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  ☐            Form 40-F  ☒

Entry into a Transaction Agreement

On July 14, 2026, Electrovaya Inc. (the “Company”) entered into a transaction agreement (the “Transaction Agreement”) with Amazon.com Inc. (the “Parent”) and issued warrants (“Warrants”) to Amazon.com NV Investment Holdings LLC (the “Warrantholder”), a wholly-owned subsidiary of the Parent, exercisable to purchase up to 13,880,345 common shares in the capital of the Company (“Warrant Shares”) at a price of US$8.56 per Warrant Share for a period of ten years from the issuance date. The Company issued the Warrants in connection with its continued commercial relationship with the Parent.

5,545,880 Warrants vested immediately upon execution of the commercial agreement, with the remainder of the Warrants vesting in tranches upon meeting performance conditions of incremental purchases under the commercial arrangement, up to cumulative purchases of US$280 million. The Warrants may be subject to earlier vesting in their entirety in certain circumstances, including the consummation of specified transactions.

So long as the Warrants are unexercised, the Warrants do not entitle the Warrantholder to any voting rights or any other shareholder rights. The Transaction Agreement contains provisions for the ownership of the Warrants and Warrant Shares, including customary registration rights with respect to the Warrant, representations and warranties and covenants of the Company and the Parent, and certain restrictions on the Warrantholder’s ability to transfer the Warrant. The certificate representing the Warrants contains, among other provisions, anti-dilution provisions, subject in certain cases to approval by the Toronto Stock Exchange (“TSX”) and in certain circumstances, the Company’s shareholders.

Each of Raj Das Gupta, the Company’s Chief Executive Officer, John Gibson, the Company’s Chief Financial Officer, and Sankar Das Gupta, the Company’s executive chairman, have entered into support agreements with the Parent to vote in favour of any shareholder resolution proposed at any meeting of shareholders for the purpose of approving any provision of the Warrants or Transaction Agreement as may be required under TSX rules.

In connection with the transaction, the Company issued a press release and material change report dated July 15, 2026, announcing the entry into the Transaction Agreement, the issuance of the Warrant and the related arrangements.

Copies of (i) the form of Warrant, (ii) the form of Transaction Agreement (which includes the form of Support Agreement), (iii) the press release and (iv) the material change report are attached hereto as Exhibits 4.1, 10.1, 99.1, and 99.2 respectively, and are incorporated herein by reference. The foregoing descriptions of the Warrant, the Transaction Agreement and the Support Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of those documents.

This report does not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.

The issuance of the Warrants and the Warrant Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or under any state securities law. The Company believes that the issuance of the Warrants and the underlying Warrant Shares is exempt from registration under Section 4(a)(2) of the Securities Act, and customary legends will be affixed to the Warrants and the Warrant Shares.

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, thereunto duly authorized.

	ELECTROVAYA INC.
	(Registrant)
Date: July 15, 2026	By	/s/ Raj Das Gupta
		Raj Das Gupta
		Chief Executive Officer

EXHIBIT INDEX 

Exhibit		Description of Exhibit
4.1		Form of Warrant
10.1		Form of Transaction Agreement
99.1		Press Release dated July 15, 2026
99.2		Material Change Report dated July 15, 2026

Exhibit 99.1

News for Immediate Release

Electrovaya Announces Commercial Relationship with Amazon

Relationship expected to support continued deployment of Infinity Battery Technology across material handling operations and potential for expanded engagement around Electrovaya’s battery platforms for robotics and energy storage

Toronto, Ontario – July 15, 2026 – Electrovaya Inc. (“Electrovaya” or the “Company”) (Nasdaq: ELVA, TSX: ELVA), a leading lithium-ion battery technology and manufacturing company, today announced a commercial agreement and a warrant transaction with Amazon (Nasdaq: AMZN). This relationship is expected to support the continued deployment of Infinity Battery Technology in material handling operations and potential expanded engagement on robotics and energy storage.

Electrovaya’s energy storage systems are based on the Infinity Technology which has a perfect field safety record, enables reduced environmental footprint and lower total cost of ownership compared to conventional lithium-ion technologies. Systems currently under development combine the Company’s proprietary Infinity lithium-ion technology with high-power architectures for data center, industrial and logistics applications with enhanced safety, cycle life, and rapid charging capability.

"Electrovaya's Infinity Battery Technology has demonstrated real performance in demanding material handling environments, and this agreement with Amazon reflects our confidence in the opportunity ahead. We look forward to building on that foundation in other industrial applications where safety and longevity are critical." — Raj DasGupta, Chief Executive Officer, Electrovaya

As part of the agreement, Amazon will receive warrants to purchase up to 13,880,345   common shares of Electrovaya, which become fully vested upon Amazon achieving cumulative future purchases of US$280 million, with a portion of the warrants vesting immediately upon execution of the agreement, and an exercise price based on the 5-day volume weighted average trading price (“VWAP”) immediately prior to the date of the agreement.

Additional Information

The Corporation intends to file a material change report in respect of the transactions described in this news release, which will be available under the Corporation’s profile on SEDAR+ and corresponding filings on EDGAR. Copies of the relevant material agreements relating to the warrant transaction will also be filed with applicable Canadian and United States securities regulators.

The Toronto Stock Exchange has conditionally approved the listing of the common shares issuable pursuant to the Warrants, subject to the satisfaction of customary listing conditions.

The foregoing summary of the Warrants and related transactions is qualified in its entirety by the full text of the applicable transaction documents to be filed by the Corporation.

Electrovaya Media Contact:

Thomas Parks

ICR Inc.

electrovaya@icrinc.com

Amazon Media Contact:

Alexandra Miller

Principal, Business & Corporate Development Communications

amazon-pr@amazon.com

About Electrovaya Inc.

Electrovaya Inc. (NASDAQ: ELVA; TSX: ELVA) is a technology-driven lithium-ion battery company commercializing its proprietary Infinity Battery Technology, designed for superior safety, longevity, and performance in mission-critical industrial, robotics, defense and energy-storage applications. The Company leverages a strong intellectual-property portfolio and advanced materials expertise to deliver durable, high-value battery solutions to global OEMs and end users. To support growing demand and advancing energy-security and national-security objectives, Electrovaya is expanding U.S. manufacturing through its 52-acre Jamestown, New York site, which includes a 137,000-square-foot facility planned as its first gigafactory. Electrovaya also operates two Canadian sites focused on research, engineering, and product commercialization. For more information, please visit www.electrovaya.com.

Forward-Looking Statements

This press release contains forward-looking statements including with respect to the expectation that the agreement between Electrovaya and Amazon will contribute to revenue and be meaningfully accretive to Electrovaya’s earnings and cash flows over time, provide other benefits and opportunities including but not limited to potential adoption of Electrovaya’s products and technology in new applications such as energy storage, autonomous vehicles, robotics; the performance-based vesting of the warrants to be issued to Amazon and the listing of the underlying shares on the Toronto Stock Exchange and Nasdaq. Such forward-looking statements can generally be identified by the use of words such as “may”, “will”, “could”, “should”, “would”, “likely”, "possible", “expect”, “intend”, “estimate”, “anticipate”, “believe”, “plan”, “objective”, “seed”, “growing” and “continue” (or the negative thereof) and words and expressions of similar import. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed on such statements. Certain material factors and assumptions are applied in making forward-looking statements, and actual results may differ materially from those expressed or implied in such statements. Statements with respect to new technologies, products and production roadmaps, aggregate sales are based on an assumption that the Company’s customers and users, including Amazon, will collaborate on development of and deploy its products in accordance with communicated intentions. Important factors that could cause actual results to differ materially from expectations include but are not limited to macroeconomic effects on the Company and its business and on the Company’s customers, including inflation and tightening credit availability due to systemic bank risk, economic conditions generally and their effect on consumer demand and capital availability, labor shortages, supply chain constraints, and end users’ demand for and use of products, which effects are not predictable. Additional information about material factors that could cause actual results to differ materially from expectations and about material factors or assumptions applied in making forward-looking statements may be found in the Company’s Annual Information Form for the year ended September 30, 2025 under “Risk Factors”, and in the Company’s most recent annual Management’s Discussion and Analysis under “Qualitative And Quantitative Disclosures about Risk and Uncertainties” as well as in other public disclosure documents filed with Canadian securities regulatory authorities. The Company does not undertake any obligation to update publicly or to revise any of the forward-looking statements contained in this document, whether as a result of new information, future events or otherwise, except as required by law.

Exhibit 99.2

form 51-102f3

material change report

Item 1 Name and Address of Company

Electrovaya Inc. (the “Company”)

6688 Kitimat Road

Mississauga, Ontario

L5N 1P8

Item 2 Date of Material Change

July 14, 2026

Item 3 News Release

The Company issued a news release on July 15, 2026, announcing the material change, which was disseminated through the facilities of Globe Newswire and subsequently filed on SEDAR+ and EDGAR.

Item 4 Summary of Material Change

On July 14, 2026, the Company entered into a transaction agreement (the “Transaction Agreement”) with Amazon.com Inc. (the “Parent”) and issued warrants (“Warrants”) to Amazon.com NV Investment Holdings LLC (the “Warrantholder”), a wholly-owned subsidiary of the Parent, exercisable to purchase up to 13,880,345 common shares in the capital of the Company (“Warrant Shares”) at a price of US$8.56 per Warrant Share for a period of ten years from the issuance date. The Company issued the Warrants in connection with its continued commercial relationship with the Parent.

Item 5 Full Description of Material Change

The Company has issued Warrants to purchase up to 13,880,345 Warrant Shares to the Warrantholder, exercisable at a price of US$8.56 per Warrant Share for a period of ten years from the issuance date. 5,545,880 Warrants vested immediately upon execution of the commercial agreement, with the remainder of the Warrants vesting in tranches upon meeting performance conditions of incremental purchases under the commercial arrangement, up to cumulative purchases of US$280 million. The Warrants may be subject to earlier vesting in their entirety in certain circumstances, including the consummation of specified transactions. So long as the Warrants are unexercised, the Warrants do not entitle the Warrantholder to any voting rights or any other shareholder rights.

The Transaction Agreement contains provisions for the ownership of the Warrants and Warrant Shares, including customary registration rights with respect to the Warrant, representations and warranties and covenants of the Company and the Parent, and certain restrictions on the Warrantholder’s ability to transfer the Warrant.

- 2 - 

The certificate representing the Warrants contains, among other provisions, anti-dilution provisions, subject in certain cases to approval by the Toronto Stock Exchange (“TSX”) and in certain circumstances, the Company’s shareholders.

Each of Raj Das Gupta, the Company’s Chief Executive Officer, John Gibson, the Company’s Chief Financial Officer, and Sankar Das Gupta, the Company’s executive chairman, have entered into support agreements with the Parent to vote in favour of any shareholder resolution proposed at any meeting of shareholders for the purpose approving any provision of the Warrants or Transaction Agreement as may be required under TSX rules.

The information with respect to and the description of the Transaction Agreement and the Warrants included herein is not complete and readers should refer to the complete Transaction Agreement and Warrant certificate filed on the Company’s profile on SEDAR+ and EDGAR for the terms thereof.

The issuance of the Warrants and the Warrant Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or under any state securities law. The Company believes that the issuance of the Warrants and the underlying Warrant Shares is exempt from registration under Section 4(a)(2) of the Securities Act, and customary legends will be affixed to the Warrants and the Warrant Shares.

Item 6 Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7 Omitted Information

None.

Item 8 Executive Officer

Inquiries in respect of the material change referred to herein may be made to:

Raj Das Gupta

Chief Executive Officer

Tel.: 905-855-4627

Item 9 Date of Report

July 15, 2026

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 17.4 KB
• EX-99.2 EXHIBIT 99.2 14.6 KB

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 788.7 KB

Other Documents

• EX-4.1 EXHIBIT 4.1 183.5 KB