[6-K] Electrovaya Inc. Current Report (Foreign Issuer)

Rhea-AI Filing Summary

ECD Automotive Design, Inc. (Nasdaq: ECDA) filed an 8-K summarising the outcomes of its 22-Jul-2025 annual meeting, where 53.46% of the 47.6 m outstanding shares were represented.

• Reverse stock split authority: Shareholders authorised the board to effect one or more reverse splits of up to 1-for-200 any time before 31-Jul-2026 (25.13 m FOR; 302k AGAINST).
• Nasdaq Rule 5635 share-issuance waiver: Approved issuance of shares tied to three June-2025 financing agreements in excess of the 19.99% cap and below the Nasdaq “Minimum Price” (25.02 m FOR; 410k AGAINST).
• Equity Incentive Plan expansion: Reserve lifted from 2.5 m to 15 m shares (25.00 m FOR; 437k AGAINST).
• Director election: Thomas Wood elected Class II director through the 2028 AGM (25.13 m FOR; 285k AGAINST).
• Auditor ratification: Barton CPA PLLC retained for fiscal 2025 (25.36 m FOR; 44k AGAINST).

All proposals passed comfortably; no other material financial data or forward guidance was provided.

Positive

• Capital-structure flexibility: Board now authorised to execute reverse split and raise equity beyond Nasdaq caps, improving odds of maintaining listing.
• Strong shareholder support: Each proposal passed with >98% of votes cast (except split authority at 53%), indicating investor alignment.
• Auditor continuity: Barton CPA PLLC ratified with 99.7% support, reducing audit-transition risk.

Negative

• Potential dilution: Approval to issue >20% new shares and increase incentive pool to 15 m shares could materially dilute existing holders.
• Reverse split signal: Authorization for a split up to 1:200 implies the share price may be at risk of breaching Nasdaq minimums.

Insights

Securities Analyst

TL;DR: All AGM proposals passed, providing financing flexibility but introducing dilution and signalling potential share-price weakness.

The meeting secured board authority for a reverse split of up to 1:200—typically used to regain Nasdaq price compliance—suggesting management anticipates continued share-price pressure. Shareholders also approved issuances above the 19.99% cap tied to recent financing agreements and expanded the equity incentive pool six-fold to 15 m shares; both moves are materially dilutive but give the company capital-raising latitude. Auditor ratification and director election are routine. Net impact is neutral: flexibility is positive, but dilution and split risk offset the benefit.

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 22, 2025

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 ☒

Indicate by check mark if the Registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the Registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

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 22, 2025	By	/s/ Raj Das Gupta
		Raj Das Gupta
		Chief Executive Officer

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EXHIBIT INDEX

Exhibit		Description of Exhibit
99.1		Press Release

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FAQ

What reverse stock split ratio did ECDA shareholders approve?

They authorised up to a 1-for-200 reverse split, executable any time before 31 Jul 2026 at the board’s discretion.

How many new shares can ECD Automotive Design issue under the June 2025 financing agreements?

Shareholders waived the 19.99% Nasdaq cap, allowing all shares required by the June 5 & 20, 2025 agreements to be issued, even below the “Minimum Price.”

How big is the increase to ECDA’s Equity Incentive Plan?

The reserve rises from 2.5 million to 15 million common shares.

Was the company’s auditor changed for 2025?

No. Barton CPA PLLC was ratified with 99.71% of votes cast.

Who was elected to ECDA’s board at the 2025 AGM?

Thomas Wood was elected as a Class II director through the 2028 annual meeting.