Envirotech Vehicles, Inc. (NASDAQ:EVTV) Q1 2022 Earnings Conference Call May 16, 2022 5:00 PM ET Company Participants Phillip Oldridge – Chairman and Chief Executive Officer Susan M. Emry – Executive Vice President Christian S. Rodich – Chief Financial Officer Jennifer Belodeau – IMS Investor Relations Conference Call Participants Frank Jones – Barlow Capital Operator Good day, ladies and gentlemen, and welcome to Envirotech Vehicle, Inc. First Quarter 2022, Earnings Call. All lines have been placed in a li ...

Table of Contents Title of each classTrading Symbol(s)Name of each exchange on which registered Common Stock, par value $0.00001 per share EVTV OTC Markets Group Inc. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | --- | --- | |----------------------------------------------------------------------------|-------------------------------------------------| | For the transition period from __________t ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | --- | --- | |---------------------------------------------------------------------------------------|-----------------------------------------------------| | | | | For the transition period from ____ ...

PART I. FINANCIAL INFORMATION This section encompasses the company's unaudited consolidated financial statements, management's discussion and analysis, market risk disclosures, and internal controls and procedures [ITEM 1. FINANCIAL STATEMENTS](index=4&type=section&id=Item%201.%20Financial%20Statements) The financial statements present the unaudited consolidated balance sheets, statements of operations, stockholders' equity (deficit), and cash flows for ADOMANI, Inc. and its subsidiaries, including the impact of the EVTDS reverse acquisition. Key financial figures show significant changes in assets, liabilities, and operational results compared to the prior period, largely driven by the merger and related financing activities [Unaudited Consolidated Balance Sheets](index=4&type=section&id=Unaudited%20Consolidated%20Balance%20Sheets) Consolidated Balance Sheets (Unaudited) | ASSETS | | March 31, 2021 | | December 31, 2020 | |:---|:---|:---|:---|:---| | Current assets: ||||| | Cash and cash equivalents | $ | 8,255,333 | $ | 136,222 | | Restricted cash | | 258,083 | | 1,793,910 | | Accounts receivable | | 164,197 | | 9,000 | | Inventory, net | | 983,025 | | — | | Prepaid expenses | | 972,155 | | — | | Other current assets | | 15,029 | | — | | Total current assets | | 10,647,822 | | 1,939,132 | | Property and equipment, net | | 85,436 | | 227,561 | | Goodwill | | 49,546,910 | | — | | Other non-current assets | | 403,309 | | 242,025 | | **Total assets** | **$** | **60,683,477** | **$** | **2,408,718** | | LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) ||||| | Current liabilities: ||||| | Accounts payable | $ | 142,340 | $ | 345,383 | | Accrued liabilities | | 1,322,898 | | 2,382,660 | | Notes payable, net | | 404,203 | | — | | Total current liabilities | | 1,869,441 | | 2,728,043 | | Long-term liabilities ||||| | Other non-current liabilities | | 162,906 | | — | | Notes payable, net | | 13,511 | | 152,835 | | Total liabilities | | 2,045,858 | | 2,880,878 | | Stockholders' equity: ||||| | Preferred stock, 5,000,000 authorized $0.00001 par value, none issued and outstanding as of March 31, 2021 | | — | | — | | Common stock, 350,000,000 authorized $0.00001 par value, 255,233,558 and 1 issued and outstanding as of March 31, 2021 and December 31, 2020, respectively | | 2,552 | | 100 | | Additional paid-in capital | | 59,765,837 | | — | | Accumulated deficit | | (1,130,770) | | (472,260) | | Total stockholders' equity (deficit) | | 58,637,619 | | (472,160) | | **Total liabilities and stockholders' equity (deficit)** | **$** | **60,683,477** | **$** | **2,408,718** | [Unaudited Consolidated Statements of Operations](index=5&type=section&id=Unaudited%20Consolidated%20Statements%20of%20Operations) Consolidated Statements of Operations (Unaudited) | | For the Three Months Ended | |:---|:---|:---| | | March 31, 2021 | March 31, 2020 | | Sales | $ 470,793 | $ 86,735 | | Cost of sales | 313,434 | 73,310 | | Gross profit | 157,359 | 13,425 | | Operating expenses ||| | General and administrative | 585,903 | 88,185 | | Consulting | 10,250 | 22,500 | | Total operating expenses, net | 596,153 | 110,685 | | Loss from operations | (438,794) | (97,260) | | Other income (expense): ||| | Interest income (expense), net | (922) | — | | Other income (expense) | (494) | — | | Total other income (expense) | (1,416) | — | | Loss before income taxes | (440,210) | (97,260) | | Income tax expense | (218,300) | — | | **Net loss** | **$ (658,510)** | **$ (97,260)** | | Net loss per share to common stockholders: ||| | Basic and diluted | $ (0.01) | $ (97,260) | | Weighted shares used in the computation of net loss per share: ||| | Basic and diluted | 45,374,856 | 1 | [Unaudited Consolidated Statements of Stockholders' Equity (Deficit)](index=6&type=section&id=Unaudited%20Consolidated%20Statements%20of%20Stockholders%27%20Equity%20%28Deficit%29) Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) | | Common Shares | Common Stock Amount | Additional Paid-In Capital | Accumulated Deficit | Stockholders' Equity (Deficit) | |:---|:---|:---|:---|:---|:---| | Balance, December 31, 2020 | 1 | $100 | $— | $(472,260) | $(472,160) | | Common stock issued for cash | 142,558,000 | 1,325 | 6,413,785 | — | 6,415,110 | | Common stock issued in merger | 112,675,557 | 1,127 | 53,508,495 | — | 53,509,622 | | Offering costs netted against proceeds | — | — | (156,443) | — | (156,443) | | Net loss | — | — | — | (658,510) | (658,510) | | **Balance, March 31, 2021** | **255,233,558** | **$2,552** | **$59,765,837** | **$(1,130,770)** | **$58,637,619** | [Unaudited Consolidated Statements of Cash Flows](index=7&type=section&id=Unaudited%20Consolidated%20Statements%20of%20Cash%20Flows) Consolidated Statements of Cash Flow Data (Unaudited) | | Three Months Ended | |:---|:---|:---| | Cash flows from operating activities: | March 31, 2021 | March 31, 2020 | | Net loss | $ (658,510) | $ (97,260) | | Adjustments to reconcile net loss to net cash used in operating activities: ||| | Depreciation and amortization | 7,996 | — | | Changes in assets and liabilities: ||| | Accounts receivable | (151,824) | (7,000) | | Prepaid Expenses | 38,705 | — | | Other current assets | 244,488 | — | | Inventory | (331,361) | — | | Accounts payable | (416,461) | (111,115) | | Accrued liabilities | (1,530,046) | — | | Other non-current liabilities | (98,866) | — | | Net cash used in operating activities | (2,895,880) | (215,375) | | Cash flows from investing activities: ||| | Cash acquired in merger | 3,373,332 | — | | Net cash provided by investing activities | 3,373,332 | — | | Cash flows from financing activities: ||| | Proceeds from issuance of common stock | 6,415,110 | — | | Payments for offering costs | (156,443) | — | | Principal repayments on long term debt (SBA) | (152,835) | — | | Net cash provided by financing activities | 6,105,832 | — | | Net change in cash, restricted cash, and cash equivalents | 6,583,284 | (215,375) | | Cash, restricted cash, and cash equivalents at the beginning of the period | 1,930,132 | 324,055 | | **Cash, restricted cash, and cash equivalents at the end of the period** | **$ 8,513,416** | **$ 108,680** | | Supplemental cash flow disclosures: ||| | Cash paid for interest expense | $ — | $ — | | Cash paid for income taxes | $ — | $ — | | Non-cash transactions: ||| | Fair value of shares issued for acquisition | $ 53,509,622 | $ — | [Notes to Unaudited Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Consolidated%20Financial%20Statements) [1. Organization and Operations](index=8&type=section&id=1.%20Organization%20and%20Operations) - **ADOMANI, Inc.** is a provider of purpose-built zero-emission electric vehicles for commercial and last-mile fleets, school districts, and transportation companies. On March 15, 2021, the Company completed the acquisition of **Envirotech Drive Systems, Inc. (EVTDS)**, a supplier of zero-emission trucks, cargo vans, and chassis[24](index=24&type=chunk) [2. Summary of Significant Accounting Policies](index=8&type=section&id=2.%20Summary%20of%20Significant%20Accounting%20Policies) - The financial statements are unaudited and reflect the consolidation of **EVTDS** for the entire three-month period ended March 31, 2021, and **ADOMANI, Inc.** for the post-merger period (March 16-31, 2021)[25](index=25&type=chunk) - Revenue is recognized from sales of zero-emission electric vehicles and vehicle maintenance/inspection services when title transfers or services are invoiced, in accordance with ASC Topic 606[32](index=32&type=chunk)[34](index=34&type=chunk)[36](index=36&type=chunk) - The Company recognized a full valuation allowance for all deferred tax assets as of March 31, 2021, resulting in an **income tax expense** of **$218,300** for the three months ended March 31, 2021[43](index=43&type=chunk) - No **stock-based compensation expense** was recorded for the three months ended March 31, 2021, as all outstanding unvested employee stock options became **fully vested** upon the merger close and change in control, and no new options were granted[55](index=55&type=chunk) [3. Merger](index=12&type=section&id=3.%20Merger) - On March 16, 2021, **ADOMANI, Inc.** completed the acquisition of **EVTDS**, with **EVTDS** surviving as a wholly-owned subsidiary. This was a reverse acquisition where **EVTDS** was the accounting acquirer, issuing 142,558,000 shares (**56%** of total outstanding) to former **EVTDS** stockholders[59](index=59&type=chunk) Estimated Allocation of Purchase Price for ADOMANI, Inc. Acquisition (as of March 15, 2021) | Item | Amount | |:---|:---| | Accounts receivable and other current assets | $ 1,680,926 | | Property and equipment | 86,873 | | Right of use asset | 369,987 | | Other assets | 59,510 | | Goodwill | 49,546,910 | | Accounts payable and accrued expenses | (820,389) | | Lease liability | (369,987) | | Notes payable | (417,540) | | **Purchase price, net of $3,373,332 cash acquired** | **$ 50,136,290** | Unaudited Pro Forma Combined Results of Operations | Pro forma combined results of operations | For the three months ended | | |:---|:---|:---| | | March 31, 2021 | March 31, 2020 | | Sales | $ 168,204 | $ 290,457 | | Net loss | $ (3,302,434) | $ (1,365,240) | [4. Property and Equipment, Net](index=14&type=section&id=4.%20Property%20and%20Equipment%2C%20Net) Components of Property and Equipment, Net | Item | March 31, 2021 | December 31, 2020 | |:---|:---|:---| | Furniture and fixtures | $ 41,798 | $ — | | Leasehold improvements | 35,042 | 30,166 | | Computers | 59,668 | — | | Machinery & equipment | 22,440 | 92,853 | | Vehicles | 72,299 | 128,999 | | Test/Demo vehicles | 15,784 | — | | Total property and equipment | $ 247,031 | $ 252,018 | | Less accumulated depreciation | (161,595) | (24,457) | | **Net property and equipment** | **$ 85,436** | **$ 227,561** | - Depreciation expense was **$7,996** for the three months ended March 31, 2021, compared to **$0** for the same period in 2020. The March 31, 2021 balances reflect **ADOMANI, Inc.** assets acquired in the Merger, as **EVTDS** sold its property and equipment in Q1 2021[68](index=68&type=chunk)[69](index=69&type=chunk) [5. Debt](index=14&type=section&id=5.%20Debt) - **EVTDS** repaid its **$150,000 SBA Economic Injury Disaster Loan (EIDL)** plus accrued interest of **$153,668** in connection with the Merger[70](index=70&type=chunk)[72](index=72&type=chunk) - **ADOMANI, Inc.** received a **$261,244 Paycheck Protection Program (PPP)** loan, for which **100%** forgiveness was internally approved by Wells Fargo and forwarded to SBA. As of March 31, 2021, the principal and accrued interest was **$263,582**[73](index=73&type=chunk) - **ADOMANI, Inc.** also received a **$150,000 SBA EIDL** loan, with principal and accrued interest of **$154,131** as of March 31, 2021, which was repaid on May 17, 2021[74](index=74&type=chunk)[110](index=110&type=chunk) - The company has an available line of credit from **Morgan Stanley**, secured by cash and cash equivalents, with a maximum borrowing capacity of approximately **$5.4 million** at March 31, 2021, but no outstanding principal[75](index=75&type=chunk)[146](index=146&type=chunk) [6. Common Stock](index=16&type=section&id=6.%20Common%20Stock) - In connection with the Merger, 142,558,000 **shares of ADOMANI, Inc. common stock** were issued to former **EVTDS** stockholders, increasing total outstanding shares to 255,233,558[77](index=77&type=chunk) - The first closing of a **financing round** on December 29, 2020, raised approximately **$5.3 million** net cash proceeds through the sale of 11,500,000 **common shares** and warrants to purchase up to 8,625,001 shares[79](index=79&type=chunk) [7. Stock Warrants](index=16&type=section&id=7.%20Stock%20Warrants) Outstanding Warrants as of March 31, 2021 | | Number of Shares | Exercise Price | Remaining Contractual Life (years) | |:---|:---|:---|:---| | Outstanding warrants expiring August 31, 2021 | 1,250,000 | 4.00 | 0.42 | | Outstanding warrants expiring June 19, 2022 | 199,659 | 6.00 | 1.21 | | Outstanding warrants expiring June 19, 2022 | 350,000 | 5.00 | 1.21 | | Outstanding warrants expiring January 9, 2023 | 256,667 | 3.75 | 1.78 | | Outstanding warrants expiring December 29, 2025 | 8,625,001 | 0.50 | 4.75 | | **Outstanding on March 31, 2021** | **10,681,327** | **$ 1.24 (Weighted Average)** | **2.80 (Weighted Average)** | - As of March 31, 2021, the **outstanding warrants** had no **intrinsic value**[82](index=82&type=chunk) [8. Stock Options](index=17&type=section&id=8.%20Stock%20Options) Outstanding Stock Options as of March 31, 2021 | | Number of Shares | Exercise Price | Weighted Average Remaining Contractual Life (years) | |:---|:---|:---|:---| | Outstanding Options at $0.10 | 5,000,000 | $0.010 | 0.96 | | Outstanding Options at $0.12 | 1,817,857 | $0.12 | 2.40 | | Outstanding Options at $0.45 | 5,845,000 | $0.45 | 8.51 | | Outstanding Options at $1.31 | 330,000 | $1.31 | 2.97 | | **Outstanding at March 31, 2021** | **12,992,857** | **$0.29 (Weighted Average)** | **4.61 (Weighted Average)** | - All **12,992,857 outstanding stock options** were **fully vested** as of March 31, 2021, with an **intrinsic value** of **$2,514,510**[84](index=84&type=chunk) [9. Related Party Transactions](index=17&type=section&id=9.%20Related%20Party%20Transactions) - The Company has a leasing agreement with **SRI Professional Services, Inc.**, a related party where the CEO also serves as an executive officer and director, for day-to-day operational services[85](index=85&type=chunk) [10. Commitments](index=17&type=section&id=10.%20Commitments) - The Company has several **operating leases** for office, warehouse space, vehicles, and trailers, with total monthly commitments of **$12,826** for **EVTDS** leases and additional leases for **ADOMANI, Inc.**[86](index=86&type=chunk)[87](index=87&type=chunk)[88](index=88&type=chunk)[91](index=91&type=chunk) Future Minimum Payments Under Contractual Commitments (excluding debt) as of March 31, 2021 | | Total | Less than one year | Payments due by 1 - 3 years | 4 - 5 years | More than 5 years | |:---|:---|:---|:---|:---|:---| | Operating lease obligations | $ 379,151 | $ 251,684 | $ 127,466 | $ — | $ — | | Employment contract | 112,500 | 112,500 | — | — | — | | **Total** | **$ 491,651** | **$ 364,184** | **$ 127,466** | **$ —** | **$ —** | [11. Contingencies](index=18&type=section&id=11.%20Contingencies) - The Company is involved in a lawsuit filed by **GreenPower Motor Company Inc.** against its CEO and affiliated entities, alleging breach of fiduciary duties. The Company believes the lawsuit is without merit and intends to vigorously defend the action[96](index=96&type=chunk)[172](index=172&type=chunk) - A purported class action lawsuit alleges materially false and misleading statements in the Company's June 2017 Regulation A offering documents. The Company denies the allegations and intends to vigorously defend the action[98](index=98&type=chunk)[173](index=173&type=chunk)[176](index=176&type=chunk) - An investor, **Alan K. Brooks**, filed a lawsuit alleging breach of contract and other claims, seeking **$13.5 million** in damages. The Company denies the allegations and intends to vigorously defend[101](index=101&type=chunk)[176](index=176&type=chunk) - The Company filed a complaint against **Ebus, Inc.** and its insiders to recover assets purchased in a foreclosure sale, as **Ebus** prevented full possession. **Ebus** filed a cross-complaint for unjust enrichment and conversion[102](index=102&type=chunk)[177](index=177&type=chunk) [12. Leases](index=20&type=section&id=12.%20Leases) - The Company accounts for leases under ASC Topic 842, classifying all current leases as **operating leases** and applying the short-term lease exception for leases of one year or less[103](index=103&type=chunk) Quantitative Lease Information | | Three months ended | | |:---|:---|:---| | Lease cost | 2021 | March 31, 2020 | | Operating lease cost | $ 11,415 | $ — | | Short-term lease cost | $ 574,884 | $ 55,177 | | **Total lease cost** | **$ 586,299** | **$ 55,177** | | Other information ||| | Cash paid for the amounts included in the measurement of lease liabilities for operating leases: ||| | Operating cash flows | $ 28,673 | $ 55,177 | | Weighted-average remaining lease term (in years): ||| | Operating leases | 2.04 | — | | Weighted-average discount rate: ||| | Operating leases | 14% | — | [13. Subsequent Events](index=21&type=section&id=13.%20Subsequent%20Events) - On May 7, 2021, the second closing of the **financing round** was completed, raising approximately **$17.25 million** in gross proceeds through the sale of 38,333,334 **common shares** and warrants for 19,166,670 shares[109](index=109&type=chunk) - On May 17, 2021, **ADOMANI, Inc.** fully repaid its **EIDL** loan plus accrued interest[110](index=110&type=chunk) [ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=22&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section discusses the company's financial condition and operational results, highlighting the impact of the EVTDS reverse acquisition. It covers key factors affecting performance, components of financial results, liquidity, cash flows, and accounting policies, emphasizing the significant changes due to the merger and ongoing operational challenges [Overview](index=22&type=section&id=Overview) - **ADOMANI, Inc.** is a provider of purpose-built zero-emission electric vehicles focused on reducing the total cost of vehicle ownership for commercial and last-mile fleets, school districts, and transportation companies[113](index=113&type=chunk) - **Net losses** for the three months ended March 31, 2021 and 2020 were **$658,510** and **$97,260**, respectively, with the 2021 results reflecting the **EVTDS** reverse acquisition[114](index=114&type=chunk) [Factors Affecting Our Performance](index=22&type=section&id=Factors%20Affecting%20Our%20Performance) - The COVID-19 pandemic has negatively impacted the company's ability to procure and sell products and provide services, necessitating adaptive plans[115](index=115&type=chunk) - Growth is highly dependent on the availability of government subsidies, rebates, and economic incentives for zero-emission vehicles, with the company exploring leasing as an alternative[116](index=116&type=chunk) - Challenges include competing for new customers, helping them secure financing, and addressing inadequate electrical services at customer facilities[117](index=117&type=chunk) - The company plans to invest in R&D, sales and marketing, and general and administrative functions for long-term growth, which will increase operating expenses in the near term[118](index=118&type=chunk) - A robust dealer and service network requires appropriately trained technicians with zero-emission electric vehicle experience, which may be difficult to find and costly to train[120](index=120&type=chunk) - Market growth for all-electric solutions is expected, but product purchases remain largely dependent on government financing subsidies[121](index=121&type=chunk) - The company seeks to expand product offerings and enter additional international geographic markets[122](index=122&type=chunk) - Reliance on third-party contractors, suppliers, and manufacturers for raw materials, parts, components, and services is a key factor[123](index=123&type=chunk)[124](index=124&type=chunk) [Components of Results of Operations](index=23&type=section&id=Components%20of%20Results%20of%20Operations) - **Sales:** Recognized from new zero-emission electric vehicle sales and vehicle maintenance/safety inspection services (ASC Topic 606)[125](index=125&type=chunk) - **Cost of Sales:** Includes material, freight, labor, and other costs related to product development, manufacture, distribution, and inventory valuation adjustments[126](index=126&type=chunk) - **General and Administrative Expenses:** Covers corporate and administrative functions, personnel, stock-based compensation, investor relations, warranty costs, consulting, and marketing[127](index=127&type=chunk) - **Consulting and Research and Development Costs:** Expenses related to consulting and R&D activities[129](index=129&type=chunk) - **Other Income/Expenses, Net:** Non-operating income and expenses, including interest[130](index=130&type=chunk) - **Provision for Income Taxes:** Accounts for deferred income tax assets and liabilities, with a valuation allowance provided for deferred tax assets due to historical losses[131](index=131&type=chunk) [Results of Operations](index=24&type=section&id=Results%20of%20Operations) Operating Data for the Three Months Ended March 31, 2021 vs. 2020 | Metric | March 31, 2021 | March 31, 2020 | Change (2021 vs 2020) | |:---|:---|:---|:---| | Sales | $470,793 | $86,735 | +$384,058 | | Cost of Sales | $313,434 | $73,310 | +$240,124 | | General and Administrative Expenses | $585,903 | $88,185 | +$497,718 | | Consulting Expenses | $10,250 | $22,500 | -$12,250 | - **Sales** increased significantly due to four cargo vans sold to **ADOMANI, Inc.** prior to the merger, a box truck sale, and maintenance services[132](index=132&type=chunk) - The increase in **General and Administrative expenses** was primarily driven by **$388,487** in legal and professional fees, with **$274,073** related to the Merger[134](index=134&type=chunk) - **Consulting expenses** decreased due to non-recurring office move expenses in the prior year[136](index=136&type=chunk) [Liquidity and Capital Resources](index=25&type=section&id=Liquidity%20and%20Capital%20Resources) - As of March 31, 2021, the company had **$8,513,416** in **cash and cash equivalents**[138](index=138&type=chunk) - The company believes existing cash, combined with approximately **$16.3 million** net cash proceeds from the second closing of financing on May 7, 2021, will be sufficient to fund operations for the next eighteen months and beyond[138](index=138&type=chunk)[141](index=141&type=chunk) - The first closing of financing in December 2020 raised approximately **$5.3 million** net cash proceeds[140](index=140&type=chunk) - All **12,992,857 outstanding options** to purchase common stock are **fully vested**, and if exercised, would generate approximately **$3.8 million** in proceeds[142](index=142&type=chunk)[143](index=143&type=chunk) - The company has an available line of credit from **Morgan Stanley**, with a maximum borrowing capacity of approximately **$5.4 million** at March 31, 2021, but no outstanding principal[144](index=144&type=chunk)[146](index=146&type=chunk) [Cash Flows](index=26&type=section&id=Cash%20Flows) Consolidated Statements of Cash Flow Data | Consolidated Statements of Cash Flow Data: | Three Months March 31, 2021 | Ended March 31, 2020 | |:---|:---|:---| | Net cash used in operating activities | $ (2,895,880) | $ (215,375) | | Net cash provided by investing activities | $ 3,373,332 | $ — | | Net cash provided by financing activities | $ 6,105,832 | $ — | | **Net change in cash and cash equivalents** | **$ 6,583,284** | **$ (215,375)** | - **Net cash used in operating activities** increased by **$2,680,505** to **$2,895,880**, primarily due to an increased **net loss** and a net increase in operating assets and liabilities requiring cash use[150](index=150&type=chunk) - **Net cash provided by investing activities** was **$3,373,332**, entirely due to cash acquired in the Merger[152](index=152&type=chunk) - **Net cash provided by financing activities** was **$6,105,832**, resulting from proceeds from common stock issuance (**$6.4 million**), offset by offering costs and **SBA EIDL** loan repayment[154](index=154&type=chunk) [Contractual Obligations](index=27&type=section&id=Contractual%20Obligations) - No material changes in contractual obligations and commitments were reported during the three months ended March 31, 2021, compared to previous filings[155](index=155&type=chunk) [Off-Balance Sheet Arrangements](index=27&type=section&id=Off-Balance%20Sheet%20Arrangements) - The company did not have any off-balance sheet arrangements during the periods presented[156](index=156&type=chunk) [Contingencies](index=27&type=section&id=Contingencies) - Management assesses contingent liabilities, including legal proceedings, and accrues estimated liabilities when probable and estimable. If not probable but reasonably possible, or probable but not estimable, disclosure is made[157](index=157&type=chunk) [Stock-Based Compensation](index=27&type=section&id=Stock-Based%20Compensation) - The cost of services for equity instrument awards is measured at fair value on the grant date and recognized over the vesting period. No **stock-based compensation** was recorded for the three months ended March 31, 2021, as all unvested options became **fully vested** upon the Merger close, and no new options were granted[158](index=158&type=chunk) [Fair Value Measurement](index=28&type=section&id=Fair%20Value%20Measurement) - The carrying values of financial instruments like cash, notes receivable, and accounts payable approximate their fair value due to their short-term nature. The company uses a three-tier fair value hierarchy (Level 1, 2, 3)[160](index=160&type=chunk) - Other than items related to the reverse acquisition's purchase accounting, the company has no assets or liabilities measured and recorded at fair value on a recurring basis[161](index=161&type=chunk) [Jumpstart Our Business Startups Act of 2012 ("JOBS Act")](index=28&type=section&id=Jumpstart%20Our%20Business%20Startups%20Act%20of%202012%20%28%22JOBS%20Act%22%29) - The company is an "emerging growth company" under the **JOBS Act** and has irrevocably elected not to use the extended transition period for new or revised accounting standards. It relies on other exemptions and reduced reporting requirements provided by the Act[162](index=162&type=chunk) [ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK](index=29&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosure%20about%20Market%20Risk) The company's market risk exposure is currently limited, primarily due to its cash and cash equivalents not being significantly impacted by interest rate fluctuations. However, future international commercialization efforts could introduce foreign currency exchange risk, and raw material costs, especially for batteries, pose a potential risk - The company currently faces no material market risks from interest rate fluctuations. Future international commercialization may introduce foreign currency exchange risk (primarily Chinese Yuan) and risks associated with raw material costs, especially batteries[164](index=164&type=chunk)[165](index=165&type=chunk) [ITEM 4. CONTROLS AND PROCEDURES](index=29&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were not effective as of March 31, 2021. No material changes in internal control over financial reporting occurred during the period, and management acknowledges the inherent limitations of any control system in providing absolute assurance [Evaluation of Disclosure Controls and Procedures](index=29&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) - Management concluded that the company's disclosure controls and procedures were not effective as of March 31, 2021[166](index=166&type=chunk) [Changes in Internal Control over Financial Reporting](index=29&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) - There were no changes in internal control over financial reporting during the three months ended March 31, 2021, that materially affected, or are reasonably likely to materially affect, internal control over financial reporting[167](index=167&type=chunk) [Limitations on Effectiveness of Controls and Procedures](index=29&type=section&id=Limitations%20on%20Effectiveness%20of%20Controls%20and%20Procedures) - Management acknowledges that no controls and procedures, regardless of design, can provide absolute assurance of achieving desired control objectives, and evaluations cannot guarantee that all misstatements or fraud will be detected[168](index=168&type=chunk) PART II. OTHER INFORMATION This section covers legal proceedings, risk factors, equity sales, defaults, mine safety disclosures, other information, and a list of exhibits [ITEM 1. LEGAL PROCEEDINGS](index=30&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in several legal proceedings, including a lawsuit from GreenPower alleging breach of fiduciary duties, a purported class action lawsuit regarding misleading statements in a prior offering, a lawsuit from an investor for breach of contract, and a complaint against Ebus for asset recovery. The company intends to vigorously defend these actions - **GreenPower Motor Company Inc. v. Phillip Oldridge et al.:** A lawsuit alleging breach of fiduciary duties by the CEO and affiliated entities. The company believes it is without merit and intends to vigorously defend the action[172](index=172&type=chunk) - **M.D. Ariful Mollik v. ADOMANI, Inc. et al. (Class Action):** A purported class action alleging materially false and misleading statements in the June 2017 Regulation A offering. The company denies allegations and intends to vigorously defend the action[173](index=173&type=chunk)[176](index=176&type=chunk) - **Alan K. Brooks v. ADOMANI, Inc. et al.:** An investor lawsuit alleging breach of contract and other claims, seeking **$13.5 million** in damages. The company denies allegations and intends to vigorously defend[176](index=176&type=chunk) - **ADOMANI, Inc. v. Ebus, Inc., et al.:** A complaint filed by the company to recover assets from **Ebus** after a foreclosure sale, with **Ebus** filing a cross-complaint for unjust enrichment and conversion[177](index=177&type=chunk) [ITEM 1A. RISK FACTORS](index=32&type=section&id=Item%201A.%20Risk%20Factors) There were no material changes to the risk factors previously disclosed in the company's audited financial statements for the year ended December 31, 2020, as amended - No material changes from the risk factors previously disclosed in the audited financial statements of **Envirotech Drive Systems, Inc.** for the year ended December 31, 2020, or **ADOMANI, Inc.'s** Annual Report on Form 10-K for the year ended December 31, 2020[179](index=179&type=chunk) [ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS](index=32&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities or use of proceeds during the period - None[180](index=180&type=chunk) [ITEM 3. DEFAULTS UPON SENIOR SECURITIES](index=32&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities during the period - None[181](index=181&type=chunk) [ITEM 4. MINE SAFETY DISCLOSURES](index=32&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Mine safety disclosures are not applicable to the company's operations - Not applicable[182](index=182&type=chunk) [ITEM 5. OTHER INFORMATION](index=32&type=section&id=Item%205.%20Other%20Information) The company reported no other information required for disclosure under this item - None[182](index=182&type=chunk) [ITEM 6. EXHIBITS](index=33&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Quarterly Report, including certifications from the CEO and CFO, and XBRL taxonomy documents - Rule 13a-14(a)/15d-14(a) Certifications of Chief Executive Officer and Chief Financial Officer (Exhibits 31.1, 31.2)[184](index=184&type=chunk) - 18 U.S.C. Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer (Exhibits 32.1, 32.2)[184](index=184&type=chunk) - XBRL Instance Document and Taxonomy Extension Documents (Exhibits 101.INS, 101.SCH, 101.CAL, 101.LAB, 101.PRE, 101.DEF)[184](index=184&type=chunk) [SIGNATURES](index=34&type=section&id=Signatures) The report is duly signed on behalf of ADOMANI, Inc. by its Chief Executive Officer, Phillip W. Oldridge, and Chief Financial Officer, Michael K. Menerey, as of May 25, 2021 - The report is signed by **Phillip W. Oldridge**, Chief Executive Officer, and **Michael K. Menerey**, Chief Financial Officer, on May 25, 2021[192](index=192&type=chunk)[193](index=193&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________to_________ Commission file number: 001-38078 ADOMANI, INC. (Name of registrant as specified in its charter) Delaware 46-0774222 (State or other jurisdiction of inc ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ___________ Commission File Number: 001-38078 ADOMANI, INC. (Exact name of registrant as specified in its charter) Delaware 46-0774222 (State or other ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ___________ Commission File Number: 001-38078 ADOMANI, INC. (Exact name of registrant as specified in its charter) Delaware 46-0774222 (State or other juri ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ___________ Commission File Number: 001-38078 ADOMANI, INC. (Exact name of registrant as specified in its charter) Delaware 46-0774222 (State or other jur ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________to_________ Commission file number: 001-38078 ADOMANI, INC. (Name of registrant as specified in its charter) Delaware 46-0774222 (State or other jurisdiction of inc ...