[8-K] Envirotech Vehicles, Inc. Reports Material Event

Rhea-AI Filing Summary

Envirotech Vehicles, Inc. appointed Jason Maddox as a Class II director effective August 6, 2025; he will serve until the 2025 annual meeting and was not assigned to any board committees. Mr. Maddox already serves as the company’s President and Interim Chief Financial Officer and previously led Maddox Defense and Maddox Industries.

The filing discloses the Company’s December 18, 2024 acquisition of Maddox Industries for 3,100,000 shares (approximately $4.3 million based on the closing price at closing) plus an earnout of up to $1 million, of which no payments were earned. It also reports related-party commercial activity: approximately $705,341 received from Maddox Defense and about $483,388 reimbursed to Maddox Defense through August 11, 2025. Mr. Maddox will receive no additional compensation for serving as a director.

Positive

• Experienced executive added to the board: Jason Maddox brings industry and executive leadership as former CEO of Maddox Defense and Maddox Industries.
• Transparent disclosure of acquisition terms: The filing specifies the 3,100,000-share consideration and the up-to-$1M earnout structure.
• Quantified related-party flows: The company disclosed precise amounts received (~$705,341) and reimbursed (~$483,388) to the affiliated buyer, which aids investor review.
• No additional director pay: Mr. Maddox will receive no extra compensation for his director role.

Negative

• Related-party overlap: Mr. Maddox is simultaneously a company executive, the seller of Maddox Industries and founder/sole stockholder of Maddox Defense, creating potential conflicts of interest.
• Board committee omission: Mr. Maddox was not appointed to any board committees, and the filing does not describe independent oversight or recusal procedures.
• Earnout unmet: No portion of the up-to-$1M earnout was earned during the earnout period, suggesting post-closing performance targets were not achieved.
• Substantial intercompany cash flows: The company received approximately $705,341 from Maddox Defense and reimbursed ~$483,388 to Maddox Defense through August 11, 2025, which may be material to governance and related-party review.

Insights

Corporate Governance Expert

TL;DR: appointing the seller and a current executive to the board raises clear related-party governance concerns that investors should note.

The appointment of Jason Maddox — who is simultaneously President, Interim CFO, a former owner of the acquired business and founder/sole stockholder of a related counterparty — creates overlapping roles that can present conflicts of interest. The filing transparently discloses the acquisition terms (3,100,000 shares plus an earnout up to $1 million) and the commercial flows between the entities (approximately $705,341 received and $483,388 reimbursed). While disclosure is appropriate, best-practice governance would ordinarily include independent review of related-party agreements, recusal policies and committee oversight; none of those mitigants are described here, and Mr. Maddox was not assigned to board committees.

Financial Analyst

TL;DR: transaction and related receipts are disclosed; financial impact is specified but limited context on materiality is provided.

The filing provides concrete deal economics: 3,100,000 shares issued at an implied aggregate ~ $4.3 million at closing and an unearned earnout pool of up to $1 million. It also quantifies intercompany cash flows: roughly $705,341 received from Maddox Defense and $483,388 reimbursed to Maddox Defense through August 11, 2025. These figures allow investors to see direct cash flows tied to the acquired business and its affiliate, but the company did not provide pro forma financial impact or commentary on margins, making it impossible from this filing alone to assess the net effect on revenue or profitability.

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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): August 6, 2025

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.)

7510 Ardmore Street

Houston, TX 77054

(Address of principal executive offices) (Zip Code)

(870) 970-3355

(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 Symbol(s)		Name of Each Exchange on Which Registered
Common stock, $0.00001 par value		EVTV		NASDAQ Stock Market LLC

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.

Appointment of Jason Maddox as a Class II Director

On August 5, 2025, the board of directors (the “Board”) of Envirotech Vehicles, Inc., a Delaware corporation (the “Company”), approved the appointment of Jason Maddox as a Class II director of the Company effective as of August 6, 2025, to serve until the 2025 Annual Meeting of Stockholders of the Company. Mr. Maddox has not been appointed to any committees of the Board.

Jason Maddox has served as the Interim Chief Financial Officer of the Company since January 21, 2025, the President of the Company since October 16, 2024, the Chief Executive Officer of Maddox Defense, Inc. (“Maddox Defense”) since June 2008 and the Chief Executive Officer of Maddox Industries LLC (“Maddox Industries”) from January 2021 until the acquisition of Maddox Industries by the Company in December 2024. He delivers years of large company executive leadership, successfully building Maddox Defense to one of the major players in government contracting. Mr. Maddox graduated from the University of Colorado with a Bachelor of Science degree in mechanical engineering and journalism and mass communication. He also holds a master’s in entrepreneurship from the Babson F.W. Olin Graduate School and a post-graduate certificate in entrepreneurship studies from Harvard Business School.

Mr. Maddox will receive no additional compensation for his role as a director. There were no arrangements or understandings between Mr. Maddox and any person pursuant to which he was selected as a director. There are no family relationships between Mr. Maddox and any director or executive officer of the Company, and Mr. Maddox does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K, except as described below:

On December 18, 2024 (the “Closing Date”), the Company acquired all of the issued and outstanding membership interests in Maddox Industries (the “Purchased Interests”) from Jason Maddox, the sole member of Maddox Industries immediately prior to the Closing Date, in exchange for 3,100,000 shares of the Company’s common stock, $0.00001 par value per share (“Common Stock”) (with an aggregate value of approximately $4.3 million based on the closing price of the Common Stock on the Nasdaq Capital Market as of the Closing Date), pursuant to that certain Membership Interest Purchase Agreement, dated October 30, 2024 (the “Purchase Agreement”), by and among Maddox Industries, Jason Maddox and the Company. As additional consideration for the Purchased Interests, during the six-month period following the Closing Date (the “Earnout Period”), Mr. Maddox was eligible to receive up to six monthly cash payments in an aggregate amount of up to $1 million (each such monthly payment, an “Earnout Payment”) in accordance with the terms of the Purchase Agreement. No portion of any Earnout Payment was earned during the Earnout Period.

The Company’s entry into the Purchase Agreement was disclosed in a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on November 5, 2024, which is incorporated herein by reference.

Maddox Industries is a party to a Manufacturing Agreement, dated September 9, 2024, with Maddox Defense (the “Manufacturing Agreement”), pursuant to which Maddox Industries manufactures medical gowns for sale by Maddox Defense and its affiliates. During the last completed fiscal year and through August 11, 2025, the Company has received payments of approximately $705,341 from Maddox Defense under the Manufacturing Agreement and reimbursed expenses of approximately $483,388 to Maddox Defense as required by the Manufacturing Agreement. Jason Maddox, the Company's President and Interim Chief Financial Officer, is the founder and sole stockholder of Maddox Defense.

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: August 12, 2025	By:	/s/ Phillip W. Oldridge
		Phillip W. Oldridge
		Chief Executive Officer

FAQ

Who was appointed to Envirotech's (EVTV) board?

Jason Maddox was appointed as a Class II director effective August 6, 2025 and will serve until the 2025 annual meeting.

What roles does Jason Maddox currently hold at EVTV?

He serves as President and Interim Chief Financial Officer of the company in addition to his board appointment.

What were the terms of the Maddox Industries acquisition disclosed by EVTV?

EVTV acquired Maddox Industries for 3,100,000 shares (approximately $4.3 million at closing) plus an earnout of up to $1,000,000; no earnout payments were earned.

Were there related-party transactions disclosed involving Maddox Defense?

Yes. The company received approximately $705,341 from Maddox Defense and reimbursed about $483,388 to Maddox Defense through August 11, 2025.

Will Mr. Maddox receive additional compensation for serving as a director?

No. The filing states he will receive no additional compensation for his role as a director.