Envirotech Vehicles Inc.

10/24/2025 | Press release | Distributed by Public on 10/24/2025 14:18

Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed in the Current Report on Form 8-K filed by Envirotech Vehicles, Inc., a Delaware corporation (the "Company"), with the U.S. Securities and Exchange Commission on November 5, 2024 (the "Initial Form 8-K"), the Company entered into a Membership Interest Purchase Agreement, dated October 30, 2024 (the "Purchase Agreement"), with Maddox Industries, LLC, a Puerto Rico limited liability company ("Maddox Industries"), and Jason Maddox, the sole member of Maddox Industries (the "Seller"), pursuant to which, subject to the terms and conditions of the Purchase Agreement, the Company purchased from the Seller all of the issued and outstanding membership interests (the "Purchased Interests") in Maddox Industries (the "Maddox Acquisition"). The Maddox Acquisition closed on December 18, 2024 (the "Closing"). A copy of the Purchase Agreement was filed as Exhibit 2.1 to the Initial Form 8-K.
As partial consideration for the Purchased Interests, the Seller was eligible, during the six-month period following the Closing (the "Earnout Period"), 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. The Earnout Payment payable to the Seller for each calendar month during the Earnout Period, if any, was equal to the aggregate amount of gross revenue received by Maddox Industries in respect of any Closing Receivable (as defined in the Purchase Agreement) during such calendar month, provided that all Earnout Payments payable by the Company to Seller under the Purchase Agreement may not exceed $1 million.
On October 20, 2025, the Company and the Seller agreed to amend the Purchase Agreement to extend the Earnout Period to June 17, 2026 (the "Extended Earnout Period"). Any Earnout Payment during the Extended Earnout Period is otherwise subject to the same terms and conditions set forth in the Purchase Agreement.
Jason Maddox has served as a director of the Company since August 6, 2025, 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 from January 2021 until the closing the Maddox Acquisition.
Maddox Industries is a party to a Manufacturing Agreement, dated September 9, 2024, with Maddox Defense, pursuant to which Maddox Industries manufactures medical gowns for sale by Maddox Defense and its affiliates. The Company is also a party to a three-year sublease arrangement with Maddox Defense (with renewal options) to lease a facility in Houston, Texas for its medical supplies operations.
Envirotech Vehicles Inc. published this content on October 24, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on October 24, 2025 at 20:18 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]