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~~September 30, 2025

☐	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

ENVIROTECH VEHICLES, INC.

(Exact name of registrant as specified in its charter)

Delaware	46-0774222
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

7510 Ardmore Street

Houston, TX 77054

(Address of principal executive offices, including zip code)

(870) 970-3355

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

	Trading	Name of each exchange
Title of each class	Symbol(s)	on which registered
Common Stock, par value $0.00001 per share	EVTV	Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares outstanding of the registrant’s common stock, $0.00001 par value per share, as of ~~August 12~~November 17, 2025 was 34,~~530~~829,~~546~~515.

ENVIROTECH VEHICLES, INC. AND SUBSIDIARIES

TABLE OF CONTENTS

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED ~~June~~September 30, 2025

		PAGE
Special Note Regarding Forward-Looking Statements		1
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements:		2
	Unaudited Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024	2
	Unaudited Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024	2
	Unaudited Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2025 and 2024	3
	Unaudited Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024	3
	Unaudited Consolidated Statement of Stockholders’ Equity for the Three and Six Months Ended June 30, 2025 and 2024	4
	Unaudited Consolidated Statement of Stockholders’ Equity for the Three and Nine Months Ended September 30, 2025 and 2024	4
	Unaudited Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2025 and 2024	5
	Unaudited Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024	5
	Notes to Unaudited Consolidated Financial Statements	6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		16
Item 3. Quantitative and Qualitative Disclosure about Market Risk		21
Item 4. Controls and Procedures		21
	Part II. OTHER INFORMATION
Item 1. Legal Proceedings		22
Item 1A. Risk Factors		22
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		22
Item 3. Defaults Upon Senior Securities		22
Item 4. Mine Safety Disclosures		22
Item 5. Other Information		22
Item 6. Exhibits		23
Signatures		24

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or our future financial performance or condition and involve known and unknown risks, uncertainties and other factors that could cause our actual results, levels of activity, performance or achievement to differ materially from those expressed or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “contemplate,” “plan,” “project,” “forecast,” “potential,” “possible,” “proposed,” “should,” “develop,” “opportunity,” “target,” “outlook,” “optimistic,” “poised,” “positioned,” “maintain,” “continue,” “aim,” “goal,” “will” and “would” or the negatives of these terms or other comparable terminology intended to identify statements about the future.

You should not place undue reliance on forward-looking statements. The cautionary statements set forth in this Quarterly Report, including in “Risk Factors” and elsewhere, identify important factors, which you should consider in evaluating our forward-looking statements. These factors could cause actual results and events to differ materially from those expressed or implied in any forward-looking statement and include, among other things:

• our ability to generate demand for our zero-emission commercial fleet vehicles and to attract and retain customers for our drone products in order to generate revenue;

•

our dependence upon external sources for the financing of our operations;

	•	our ability to effectively execute our business plan;

	•	our ability to successfully integrate and realize the benefits of strategic acquisitions;

• our ability and our suppliers’ ability to scale our zero-emission products assembling, ~~processes~~medical ~~effectively~~supplies production and ~~quickly~~drone ~~from~~manufacturing ~~low~~processes ~~volume~~effectively ~~production~~and ~~to high volume production~~quickly;

	•	our ability to manage our expansion, growth and operating expenses and reduce and adequately control the costs and expenses associated with operating our business;

	•	the potential impact of product recalls and product liability claims relating to the products we distribute and other litigation;

• our ability and our manufacturing partners’ ability to navigate current and future disruptions to the global supply chain and to procure the raw materials, parts, and components necessary to produce our vehicles, drones and medical supplies on terms acceptable to us and our customers;

•

our ability to obtain, retain and grow our customers, and our dependence on a limited number of customers;

	•	our ability to enter into, sustain and renew strategic relationships on favorable terms;

	•	our dependence on, and retention of, key personnel;

• our ability to achieve and sustain profitability; • the impact of legislation and/or government regulation on our business and industry, including, without limitation, the status of government subsidies, rebates and economic incentives that support the development and demand for our products and services within our electric vehicles segment and our ability to obtain required governmental authorizations for the sale and distribution of our drones; • our compliance with foreign laws and regulations related to the international expansion of our drone division; • ongoing and anticipated changes in the U.S. political environment, including those resulting from the new Presidential administration, and changes to regulatory agencies; • changes in trade policies and the imposition of tariffs and other trade barriers in the jurisdictions where we source our materials or sell our products;

•

our ability to evaluate and measure our current business and future prospects;

• our ability to compete and succeed in a highly competitive and evolving ~~industry~~industries;

• our ability to respond and adapt to changes in electric vehicle and drone technology; • the cost and adequacy of insurance coverage and increases in the number of severity of insurance and claims expenses;

	•	our ability to protect our intellectual property and to develop, maintain and enhance a strong brand;

	•	disruptions in our information technology systems, including, but not limited to, system failures, cyber-attacks, unauthorized physical or electronic access, or other natural or mad-made incidents or disasters; and

	•	our ability to maintain compliance with the listing requirements of the Nasdaq Stock Market LLC (“Nasdaq”) and the impact of any steps taken to maintain such compliance, including the Reverse Stock Split (as defined below) on our operations, stock price and future access to funds.

You should read this Quarterly Report and the documents that we reference elsewhere in this Quarterly Report completely and with the understanding that our actual results may differ materially from what we expect as expressed or implied by our forward-looking statements. Forward-looking statements are subject to a number of known and unknown risks, uncertainties, assumptions and other important factors, including, but not limited to, those discussed in Part I, Item 2 (Management’s Discussion and Analysis of Financial Condition and Results of Operations) and in Part II, Item 1A (Risk Factors) of this Quarterly Report as wewell as in Part I, Item 1 (Business) and Item 1A (Risk Factors and Part II, Item 7 (Management's Discussion and Analysis of Financial Condition and Results of Operations) of our Annual Report on Form 10-K filed with the United States Securities and Exchange Commission on April 15, 2025. In light of the significant risks and uncertainties to which our forward-looking statements are subject, you should not place undue reliance on such forward-looking statements or regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified timeframe, or at all. These forward-looking statements represent our estimates and assumptions only as of the date of this Quarterly Report regardless of the time of delivery of this Quarterly Report. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this Quarterly Report.

Unless expressly indicated or the context requires otherwise, references in this Quarterly Report to “Envirotech,” the “Company,” “we,” “our,” and “us” refer to Envirotech Vehicles, Inc., a Delaware corporation, and our consolidated subsidiaries, unless the context indicates otherwise.

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ENVIROTECH VEHICLES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(unaudited)

	June 30,			December 31,
	September 30,			December 31,
	2025			2024
ASSETS
Current assets:
Cash and cash equivalents	$	~~942~~77,~~241~~595		$	1,941,181
Accounts receivable, net of allowance of $406,690 and $15,306 respectively		440,292			1,016,666
Accounts receivable, net of allowance of $413,169 and $15,306 respectively		425,482			1,016,666
Receivable from related party, net of allowance of $40,633 and $6,700 respectively		2,155,247			993,300
Receivable from related party, net of allowance of $58,233 and $6,700 respectively		2,122,307			993,300
Inventory, net		4,855,679			6,416,377
Inventory deposits		7,465,129			6,036,809
Prepaid expenses		~~361~~336,~~217~~286			1,130,027
Other current assets		91195,~~481~~106			101,794
Total current assets		1615,~~311~~477,~~286~~584			17,636,154
Property and equipment, net		1,~~969~~864,~~713~~564			592,171
Right-of-use asset		~~608~~528,~~206~~825			108,508
Goodwill		—			10,103,048
Intangible assets, net		~~3,523,301~~—			3,968,301
Other non-current assets		~~331~~324,~~576~~597			263,120
Total assets	$	2218,~~744~~195,~~082~~570		$	32,671,302
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	2,~~164~~931,~~871~~956		$	1,470,102
Deferred revenue		6,525,081			4,240,666
Accrued liabilities		2,~~036~~768,~~395~~824			2,069,061
Operating lease liability - short-term		~~339~~311,~~693~~229			235,625
Options liability, at fair value		—134,918			132,412
Debt - current		53,~~365~~305,~~276~~008			3,596,805
Total current liabilities		1615,~~431~~977,~~316~~016			11,744,671
Long-term liabilities
Operating lease liability - long-term		~~404~~356,~~313~~456			—
Debt - long-term		~~1,042~~—			4,168
Total liabilities		16,~~836~~333,~~671~~472			11,748,839
Stockholders’ equity:
Preferred stock, 5,000,000 authorized, $0.00001 par value per share, none issued and outstanding as of June 30, 2025, and December 31, 2024		—			—
Preferred stock, 5,000,000 authorized, $0.00001 par value per share, none issued and outstanding as of September 30, 2025, and December 31, 2024		—			—
Common stock, 350,000,000 authorized, $0.00001 par value per share, 3,220,058 and 1,987,262 issued and outstanding as of June 30, 2025, and December 31, 2024, respectively		32			20
Common stock, 350,000,000 authorized, $0.00001 par value per share, 4,223,165 and 1,987,262 issued and outstanding as of September 30, 2025, and December 31, 2024, respectively		42			20
Additional paid-in capital		98100,~~551~~864,~~971~~205			94,383,917
Accumulated deficit		(9299,~~644~~002,~~592~~149	)		(73,461,474	)
Total stockholders’ equity		51,~~907~~862,~~411~~098			20,922,463
Total liabilities and stockholders’ equity	$	2218,~~744~~195,~~082~~570		$	32,671,302

See Accompanying Notes to Unaudited Consolidated Financial Statements.

ENVIROTECH VEHICLES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

	For the Three Months Ended						For the ~~Six~~Nine Months Ended
	June 30,			June 30,			June 30,			June 30,
	September 30,			September 30,			September 30,			September 30,
	2025			2024			2025			2024
Sales, net	$	1,~~047~~812,~~029~~461		$	~~812,770~~—		$	13,~~637~~450,~~595~~056		$	1,623,260
Cost of sales		21,~~504~~731,~~746~~667			~~608~~133,~~947~~931			24,~~975~~707,~~921~~588			1,~~111~~245,~~218~~149
Gross profit		(180,~~457,717~~794	)		~~203~~(133,~~823~~931	)		(1,~~338~~257,~~326~~532	)		~~512~~378,~~042~~111
Operating expenses
General and administrative		2,~~751~~781,~~788~~148			1,~~466~~395,~~748~~921			69,~~354~~136,~~896~~044			46,~~660~~056,~~999~~919
Consulting		—18,750			—55,000			4665,~~511~~261			—55,000
Research and development		~~590~~43,~~121~~289			6120,~~616~~470			~~688~~731,~~519~~808			~~131~~152,~~880~~351
Goodwill impairment		—			—			10,103,048			—
Goodwill impairment charge		—						10,103,048
Total operating expenses, net		3,341,909			1,528,364			17,192,974			4,792,879
Impairment of intangible assets		3,300,801			—			3,300,801			—
Loss from operations	$	(4,799,626	)	$	(1,324,541	)	$	(18,531,300	)	$	(4,280,837	)
Total operating expenses, net		6,143,988			1,471,391			23,336,962			6,264,270
Loss from operations	$	(6,063,194	)	$	(1,605,322	)	$	(24,594,494	)	$	(5,886,159	)
Other (expense)/income:
Interest income (expense), net		~~303~~21,979			(130,~~067~~874	)		1133,~~056~~035			(738,~~210~~084	)
Unrealized loss on financial instruments at fair value		(290,144	)		570,519			(573,937	)		(999,408	)
Unrealized (loss) / gain on financial instruments at fair value		(105,785	)		403,625			(679,722	)		(595,783	)
Realized loss on conversion of convertible notes		(76207,~~764~~027	)		—			(76283,~~764~~791	)		—
Other income/(expense)		19,494			(3	)		(12,173	)		—
Other expense		(3,530	)		(2,415	)		(15,703	)		(2,415	)
Total other expense		(~~347~~294,~~111~~363	)		~~569~~370,~~449~~336			(~~651~~946,~~818~~181	)		(1636,~~006,618~~282	)
Loss before income taxes		(56,~~146~~357,~~737~~557	)		(~~755~~1,~~092~~234,986	)		(1925,~~183~~540,~~118~~675	)		(56,~~287~~522,~~455~~441	)
Income tax expense		—			—			—			—
Net loss	$	(56,~~146~~357,~~737~~557	)	$	(~~755~~1,~~092~~234,986	)	$	(1925,~~183~~540,~~118~~675	)	$	(56,~~287~~522,~~455~~441	)
Net loss per share to common stockholders:
Basic and diluted	$	(21.0179	)	$	(0.4876	)	$	(89.1020	)	$	(34.4111	)
Weighted average shares used in the computation of net loss per share:
Basic and diluted		23,~~556~~557,~~204~~789			1,~~563~~630,~~136~~218			2,~~369~~776,~~404~~625			1,~~550~~587,~~321~~283

See Accompanying Notes to Unaudited Consolidated Financial Statements.

ENVIROTECH VEHICLES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2025 and 2024

(unaudited)

					Additional
	Common Stock				Paid-In		Accumulated			Stockholders’
	Shares		Amount		Capital		Deficit			Equity
Balance, December 31, 2024		1,987,262	$	20	$	94,383,917	$	(73,461,474	)	$	20,922,463
Convertible note conversion		323,378		3		1,738,202		—			1,738,205
Common stock issued from convertible notes conversion		323,378		3		1,738,202		—			1,738,205
Stock based compensation		—		—		546,576		—			546,576
Net loss		—		—		—		(14,036,381	)		(14,036,381	)
Balance, March 31, 2025		2,310,640	$	23	$	96,668,695	$	(87,497,855	)	$	9,170,863
Common stock issued from convertible notes conversion		909,418		9		1,842,797		—			1,842,806
Stock based compensation		—		—		40,479		—			40,479
Net loss		—		—		—		(5,146,737	)		(5,146,737	)
Balance, June 30, 2025		3,220,058	$	32	$	98,551,971	$	(92,644,592	)	$	5,907,411
Common stock issued from convertible notes conversion		1,003,045		10		2,284,982		—			2,284,992
Fractional shares - Reverse Stock Split		62		—		—		—			—
Stock based compensation		—		—		27,252		—			27,252
Net loss		—		—		—		(6,357,557	)		(6,357,557	)
Balance, September 30, 2025		4,223,165	$	42	$	100,864,205	$	(99,002,149	)	$	1,862,098

					Additional
	Common Stock				Paid-In		Accumulated			Stockholders’
	Shares		Amount		Capital		Deficit			Equity
Balance, December 31, 2023		1,517,175	$	15	$	85,246,062	$	(64,612,499	)	$	20,633,578
Common stock issued for cash		34,889		1		585,498		—			585,499
Stock based compensation		—		—		1,818,383		—			1,818,383
Net loss		—		—		—		(4,532,363	)		(4,532,363	)
Balance, March 31, 2024		1,552,064	$	16	$	87,649,943	$	(69,144,862	)	$	18,505,097
Common stock issued for cash		17,078		—		363,749		—			363,749
Stock based compensation		—		—		35,045		—			35,045
Net loss		—		—		—		(755,092	)		(755,092	)
Balance, June 30, 2024		1,569,142	$	16	$	88,048,737	$	(69,899,954	)	$	18,148,799
Common stock issued for cash		51,205		1		849,999		—			850,000
Conversion of short-term note to common stock		50,506		1		1,046,258		—			1,046,259
Common stock issued - commitment fee (equity line of credit)		6,410		—		125,000		—			125,000
Stock based compensation		—		—		17,962		—			17,962
Net loss		—		—		—		(1,234,986	)		(1,234,986	)
Balance, September 30, 2024		1,677,263	$	18	$	90,087,956	$	(71,134,940	)	$	18,953,034

See Accompanying Notes to Unaudited Consolidated Financial Statements.

ENVIROTECH VEHICLES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

	Six Months Ended
	Nine Months Ended
	June 30,
	September 30,
	2025			2024
Cash flows from operating activities:
Net loss	$	(1925,~~183~~540,~~118~~675	)	$	(56,~~287~~522,~~455~~441	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		~~559~~886,~~255~~904			75112,~~871~~174
Unrealized loss on financial instruments at fair value		~~573~~679,~~937~~722			~~999~~595,~~408~~783
Realized loss on conversion of convertible notes		76283,~~764~~791			—
Goodwill impairment charge		10,103,048			—
Stock based compensation expense		587,055			1,853,428
Impairment of intangible assets		3,300,801
Stock based compensation expense		614,307			1,871,386
Changes in assets and liabilities:
Accounts receivable		~~576~~591,~~374~~184			(~~733~~398,~~998~~297	)
Receivable from related party		(1,~~161~~129,~~947~~007	)		—
Inventory		1,560,698			127,372
Inventory deposits		(2,743,291	)		443,074
Prepaid expenses		~~768~~793,~~810~~465			~~187~~(112,~~474~~390	)
Other current assets		10(93,~~313~~312	)		25,439
Other non-current assets		(~~568~~481,~~154~~795	)		~~139~~206,~~028~~663
Accounts payable		~~694~~1,~~769~~461,854			~~195~~317,~~786~~456
Accrued liabilities		~~(32~~700,~~666~~039	)		~~438~~700,~~089~~014
Deferred revenue		2,284,415			—
Other liabilities		~~508~~432,~~381~~060			(~~164~~215,~~079~~109	)
Net cash used in operating activities		(56,~~385~~295,~~357~~792	)		(12,~~700~~848,~~563~~876	)
Cash flows from investing activities:
Purchase of property and equipment		(176,828	)		(~~135~~229,~~288~~029	)
Net cash used in investing activities		(176,828	)		(~~135~~229,~~288~~029	)
Cash flows from financing activities:
Proceeds from issuance of common stock		—			~~949~~1,799,248
Proceeds from issuance of convertible note		4,750,500			901,000
Proceeds from debt		—			232,067
Proceeds from related party loan		—			300,000
Principal repayments on debt		(187,255	)		(266,119	)
Proceeds from debt					648,937
Net cash provided by financing activities		4,563,245			1,816,196
Principal repayments on debt		(141,466	)		(345,345	)
Net change in cash, restricted cash and cash equivalents		(998,940	)		(19,655	)
Net cash provided by financing activities		4,609,034			3,303,840
Net change in cash, restricted cash and cash equivalents		(1,863,586	)		225,935
Cash and cash equivalents at the beginning of the period		1,941,181			456,719
Cash and cash equivalents at the end of the period	$	~~942~~77,~~241~~595		$	~~437~~682,~~064~~654
Supplemental cash flow disclosures:
Cash paid for interest expense	$	812,~~804~~037		$	714,~~258~~263
Stock issues for equity line of credit commitment fees	$	—		$	125,000
Non-cash transfer of inventory deposits to property and equipment	$	1,314,971		$	—
Cancellation of Convertible note cancelled and transferred to Notes payable - current	$	—		$	1,025,743
Conversion of short-term note to common stock	$	32,~~581~~284,~~011~~994		$	—1,046,259
Capital expenditures unpaid on June 30, 2025 and June 30, 2024	$	—		$	4,187
Capital expenditures unpaid on September 30, 2025 and September 30, 2024	$	—		$	4,187

See Accompanying Notes to Unaudited Consolidated Financial Statements.

ENVIROTECH VEHICLES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.	Organization and Operations

Envirotech Vehicles, Inc., including its consolidated subsidiaries (the "Company"), is a ~~provider~~United States distributor of ~~purpose-built~~ zero-emission ~~electric~~commercial vehicles ~~focused on reducing the total cost of vehicle ownership~~ and ~~helping~~heavy ~~fleet~~capacity ~~operators~~drones ~~unlock~~engineered ~~the~~for ~~benefits of green technology. The Company serves commercial and last-mile fleets~~logistics, ~~school districts~~infrastructure, ~~public~~ and ~~private~~precision ~~transportation~~agriculture ~~service~~applications ~~companies, and colleges and universities to meet the increasing demand for light to heavy-duty electric vehicles~~worldwide. The Company’'s systems ~~vehicles~~enable ~~address~~a ~~the~~cleaner, ~~challenges~~safer, ~~of traditional fuel price cost instability~~ and ~~local,~~more ~~state,~~efficient ~~and~~future ~~federal~~for ~~regulatory~~critical ~~compliance.~~industrial operations. During the first quarter of 2025, the Company increased its business portfolio by adding two new business operations: (1) medical supplies and (2) drones.

On August 8, 2025, the Company effected a 1-for-10 reverse stock split of our common stock with no change to authorized shares of common stock (the "Reverse Stock Split"). All share, options, warrants, ~~restricted stock unit (“RSU”),~~ and per share information through this Quarterly Report on Form 10-Q has been retroactively adjusted to reflect the ~~reverse~~Reverse ~~stock~~Stock ~~split~~Split. The shares of common stock retain a par value of $0.00001 per share. Accordingly, an amount equal to the par value of the decreased shares resulting from the ~~reverse~~Reverse ~~stock~~Stock ~~split~~Split was reclassified from “Common Stock” to “Additional paid-capital.”

2.	Summary of Significant Accounting Policies

Basis of Presentation—These unaudited consolidated financial statements are prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (the "SEC") regarding interim financial reporting. Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States ("U.S.") generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. In the Company’s opinion, these unaudited financial statements include all adjustments (consisting only of normal recurring adjustments) necessary for the fair statement of the results for the interim periods. These unaudited financial statements should be read in conjunction with the Company's audited financial statements for the years ended December 31, 2024 and 2023 included in the Company’s Annual Report on Form 10-K filed with the SEC on April 15, 2025. The results of operations for the three and ~~six~~nine months ended ~~June~~September 30, 2025 are not necessarily indicative of the results to be expected for the full year.

Out of Period Adjustment—During the three months ended June 20, 2025, the Company recorded out-of-period adjustments to correct errors related to the understatement of the sales and the understatement of research and development expense that were incorrectly omitted from the financial statements for the period ended March 31, 2025. Regarding the adjustment to sales the Company did not record sales for the three-month period ended March 31, 2025 due to lack of evidence that the performance obligation was met. An adjustment of $126,535 was recorded in the current period's statement of operations to recognize revenue associated with medical supplies that were delivered during the period. The research and development expense error was the result of Management not recognizing the nature of a development contract that was entered into during the period ended March 31, 2025 and beginning to expense the associated costs but rather those costs remained on the balance sheet within inventory deposits. The adjustment of $400,000 was recorded in the current period's statement of operations to recognize research and development expense and a corresponding reduction in inventory deposits on the balance sheet. Management has evaluated the impact of the errors, both qualitatively and quantitatively, and determined that they were not material to the financial statements for the quarter ended March 31, 2025, or the current period.

Principles of Consolidation—The accompanying financial statements reflect the consolidation of the financial statements of Envirotech Vehicles, Inc. and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated.

Use of Estimates—The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Fair Value of Financial Instruments—The carrying values of the Company’s financial instruments, including cash, accounts receivable and accounts payable approximate their fair value due to the short-term nature of these financial instruments. Accounting Standards Codification ("ASC") 820, Fair Value Measurements ("ASC 820") defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. It also establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level 1: Observable inputs such as quoted prices in active markets;

Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

Level 3: Unobservable inputs that are supported by little or no market data and that require the reporting entity to develop its own assumptions.

The Company does not have any assets or liabilities that are required to be measured and recorded at fair value on a recurring basis other than the options liability and convertible note disclosed in Note 5 - Debt, in which the Company has elected the fair value option.

Revenue Recognition—The Company recognizes revenue from the sales of zero-emission electric vehicles and vehicle maintenance and inspection services and delivery of medical supplies to the customers of its related party. The Company recognizes revenue in accordance with Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers ("ASC 606"), which requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company ~~recorded~~did ~~net revenue~~not ofrecord ~~($25,237)~~any ~~from~~sales ~~the delivery~~ of electric vehicles for asthe athree ~~result~~months ofended September ~~certain~~30, ~~credits given to our customers for operational issues~~2025. The Company recorded net revenue of $1,~~072~~811,~~266~~ 460 from the delivery of medical supplies to a related party for the three months ended ~~June~~ September 30, 2025 for the Company's medical supplies segment. One customer ~~accounted for 100% of the net revenue for the three months ended June 30~~, ~~2025 from the delivery of an electric vehicle in the electric vehicle segment. Certain credit memos were issued to one customer due to one-time operational issues. One customer,~~ a related party, accounted for 100% of the net revenue for the three months ended ~~June~~ September 30, 2025 for the Company's medical supplies segment.

Net revenue recorded for the ~~six~~nine months ended ~~June~~ September 30, 2025 was $~~348~~349,063 and $13,~~289~~100,~~532~~ 993 for the electric vehicles segment and medical supplies segment, respectively. Two customers accounted for 100% of the net revenue for the delivery of electric vehicles in the electric vehicles segment for the ~~six~~ nine months ended ~~June~~ September 30, 2025. One customer, a related party, in the medical supplies segment accounted for 100% ~~or $1,289,532~~ of the net revenue for the ~~six~~ nine months ended ~~June~~September 30, 2025.

In applying ASC 606, the Company is required to:

(1)

identify any contracts with customers;

(2)

determine if multiple performance obligations exist;

(3)

determine the transaction price;

(4)

allocate the transaction price to the respective obligation; and

(5)

recognize the revenue as the obligation is satisfied.

Product revenue primarily includes the sale of electric trucks and cargo vans. These sales represent a single performance obligation and revenue is recognized when the vehicle is delivered, the customer has accepted the vehicle and signed the appropriate documentation acknowledging receipt of the vehicle. At this time, the title of the vehicle is transferred to the customer.

Medical supply revenue is recognized at the point in time when control transfers to the third-party customer, which in this arrangement, occurs when the gowns are delivered.

Cash and Cash Equivalents—The Company considers all highly liquid investments purchased with an original or remaining maturity of three months or less to be cash equivalents. The recorded value of our restricted cash and cash equivalents approximates their fair value. The Company had no restricted cash at both ~~June~~September 30, 2025 and December 31, 2024. See Concentration of Credit Risk below in this Note.

Marketable Securities—The Company invests in short-term, highly liquid, marketable securities, such as U.S. Treasury notes, U.S. Treasury bonds, and other government-backed securities. The Company classifies these marketable securities as held-to-maturity, as the intent is not to liquidate them prior to the respective stated maturity date. The Company had no marketable securities at both ~~June~~ September 30, 2025 and December 31, 2024.

Accounts Receivable and Allowance for Doubtful Accounts— The accounts receivable balance relates to the Company's electric vehicles segment. The Company establishes an allowance for bad debts through a review of several factors, including historical collection experience, current aging status of the customer accounts, and financial condition of its customers. The Company does not generally require collateral for its accounts receivable. The Company had trade accounts receivable of $~~846~~838,~~982~~ 651 as of ~~June~~September 30, 2025 and a recorded allowance for doubtful accounts of $~~406~~413,~~690~~169, resulting in a net trade accounts receivable balance of $~~440~~425,~~292~~482. The Company had trade accounts receivable of $1,031,972 as of December 31, 2024 and an allowance for doubtful accounts of $15,306, resulting in a net trade receivable balance of $1,016,666. A significant portion of the Company’s electric vehicle sales are made to customers who qualify for state-sponsored grant programs which can cover a significant portion, up to all of a vehicle’s purchase price. Grant monies are paid directly to vehicle dealers like the Company after the customer and the dealer meet state requirements related to the transaction; reimbursements to the Company may take two to nine months from the date of request before being received. The Company does not provide an allowance for doubtful accounts related to electric vehicle sales made utilizing state grant funds, as those funds are guaranteed by the state(s) once awarded. The trade accounts receivable balance at ~~June~~September 30, 2025 is primarily from credit-worthy customers, many of whom are fully or partially funded through state government sponsored programs. At ~~June~~September 30, 2025, the Company did have a concentration of customers; with five customer balances accounting for approximately 93% of the outstanding accounts receivable of the Company's electric vehicle segment.

Receivable from Related Party and Allowance for Doubtful Accounts—The receivable from related party relates to the Company's medical supplies segment. The allowance for doubtful accounts is established by reviewing several factors, including historical collection experience, current aging of the customer account and financial condition of its customer. The Company had receivable from related party of $2,~~195~~180,~~880~~ 540 and a recorded allowance of $4058,~~633~~233, resulting in a net receivable from related party of $2,~~155~~122,~~247~~ 307 as of ~~June~~ September 30, 2025. The Company had a receivable from related party of $1,000,000 and a recorded allowance of $6,700, resulting in a net receivable from related party of $993,300 as of December 31, 2024.

Inventory and Inventory Valuation Allowance—The Company records inventory at the lower of cost or market, and uses a First In, First Out accounting valuation methodology and establishes an inventory valuation allowance for vehicles that it does not intend to sell in the future or when their cost has fallen below net realizable value. The Company had finished goods inventory on hand of $6,040,410 as of ~~June~~September 30, 2025 and recorded an inventory valuation allowance of $1,184,731 related to vehicles that the Company does not intend to sell in the future, resulting in a net inventory balance of $4,855,679 at ~~June~~September 30, 2025. The Company had finished goods inventory on hand and a related inventory valuation allowance of $6,428,806 and $12,429, respectively, as of December 31, 2024, resulting in a net inventory balance of $6,416,377 as of December 31, 2024.

Inventory Deposits—Certain of our vendors require the Company to pay upfront deposits before they commence manufacturing our vehicles and then require progress deposits through the production cycle and before the finished vehicles are shipped. These deposits are classified as inventory deposits in the consolidated balance sheets. Upon completion of production acceptance by the Company, and passage of title to the Company, deposits are reclassified to inventory. The Company had inventory deposits of $7,465,129 and $6,036,809 as of ~~June~~September 30, 2025 and December 31, 2024, respectively. Funds obtained for the Company's electric buses are deposited within inventory deposits. Three vendors account for 100% of the inventory deposit balance at ~~June~~September 30, 2025.

Income Taxes—The Company uses the liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes.

Accounting for Uncertainty in Income Taxes—The Company evaluates its uncertain tax positions and will recognize a loss contingency when it is probable that a liability has been incurred as of the date of the financial statements and the amount of the loss can be reasonably estimated. The amount recognized is subject to estimate and management judgment with respect to the likely outcome of each uncertain tax position. The amount that is ultimately sustained for an individual uncertain tax position or for all uncertain tax positions in the aggregate could differ from the amount recognized. At ~~June~~September 30, 2025 and December 31, 2024, respectively, management did not identify any uncertain tax positions.

Net Loss Per Share—Basic net loss per share is calculated by dividing the Company’s net loss applicable to common stockholders by the weighted average number of shares of common stock outstanding during the period. For the periods presented, the diluted loss per share and basic loss per share calculations are the same as the diluted loss per share calculation would be anti-dilutive.

Diluted net loss per share is calculated by dividing the Company’s net loss applicable to common stockholders by the diluted weighted average number of shares of common stock outstanding during the period. The diluted weighted average number of shares of common stock outstanding is the basic weighted number of shares of common stock adjusted for any potentially dilutive debt or equity securities. As of ~~June~~September 30, 2025, 977,250 shares of the Company’s common stock were subject to issuance upon the exercise of stock options then outstanding and 147,039 shares of the Company’s common stock were subject to issuance upon the exercise of warrants then outstanding. The Company also has convertible notes that may potentially be converted into shares of the Company’s common stock, however, the conversion is based on several market factors, and as such, the number of shares of the Company’s common stock to be converted is not known.

Concentration of Credit Risk—The Company has credit risks related to cash and cash equivalents on deposit with a federally insured bank, as at times it exceeds the $250,000 maximum amount insured by the Federal Deposit Insurance Corporation (“FDIC”). Additionally, the Company may maintain cash and short-term securities invested at Arvest Bank, National Association (“Arvest”). Between FDIC and the Securities Investor Protection Corporation (“SIPC”) coverage, funds up to $750,000, which may include cash up to $500,000, are insured. In addition, Arvest provides excess insurance acquired by them from SIPC for unlimited per customer securities up to a $1 billion cap. There were no short-term securities invested at Arvest at ~~June~~September 30, 2025. Additionally, the Company had a concentration in accounts payable, as ~~three~~two vendors and two vendors made up greater than 10% individually, and 6052% and 50% in the aggregate of the outstanding accounts payable balance as of ~~June~~ September 30, 2025 and December 31, 2024, respectively.

Impairment of Long-Lived Assets—Long-lived assets, including property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company evaluates these assets to determine potential impairment by comparing the carrying amount to the undiscounted estimated future cash flows of the related assets. If the estimated undiscounted cash flows are less than the carrying value of the assets, the assets are written down to their fair value. There was no impairment of long-lived assets, or property and equipment, as of ~~June~~September 30, 2025 and December 31, 2024, respectively.

Goodwill—Goodwill represents the excess of acquisition cost over the fair value of the net tangible and intangible assets acquired. Goodwill is not amortized and is subject to annual impairment testing on or between annual tests if an event or change in circumstance occurs that would more likely than not reduce the fair value of a reporting unit below its carrying value. In testing for goodwill impairment, the Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances lead to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events and circumstances, the Company concludes that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, it can conclude the assessment. If the Company concludes otherwise, the Company is required to perform a quantitative analysis to determine the amount of impairment, if any.

The Company has determined that it has three reporting units, and based on both qualitative and quantitative analysis and based on management’s assessment, the Company recorded a non-cash impairment of $10,103,048 during the first quarter of 2025 on the Company's Consolidated Statements of Operations. No impairment was recorded for the year ended December 31, 2024 resulting in a goodwill balance of $10,103,048 on that date.

Research and Development—Costs incurred in connection with the development of new products and manufacturing methods are charged to operating expenses as incurred. Research and development costs were $~~590~~43,~~121~~289 and $~~688~~731,~~519~~808 during the three and ~~six~~ nine months ended ~~June~~ September 30, 2025, respectively. Research and development costs were $6120,~~616~~ 470 and $~~131~~152,~~880~~ 351 during the three and ~~six~~ nine months ended ~~June~~ September 30, 2024, respectively.

Stock-Based Compensation—The Company accounts for employee stock-based compensation in accordance with the guidance of ASC 718, Stock-Based Compensation, which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital over the period during which services are rendered. Non-cash stock-based compensation expense of $4027,~~479~~252 and $~~587~~614,~~055~~307 was recorded for the three and ~~six~~ nine months ended ~~June~~ September 30, 2025, respectively. Non-cash stock-based compensation expense of $3517,~~045~~ 962 and $1,~~853~~871,~~428~~ 386 was recorded for the three and nine ~~six~~ months ended ~~June~~ September 30, 2024, respectively.

Property and Equipment— Property and equipment are stated at cost, less accumulated depreciation. The Company provides for depreciation using the straight-line method over the estimated useful lives of the assets, which range from three to five years, except leasehold improvements, which are being amortized over the life of the lease term. Property and equipment qualify for capitalization if the purchase price exceeds $2,000. Major repairs and replacements, which extend the useful lives of equipment, are capitalized and depreciated over the estimated useful lives of the property. All other maintenance and repairs are expensed as incurred. See Note 3 - Property and Equipment, net.

Other Intangibles— ~~Other~~The Company's other intangibles consist of customer relationships and tradenames and trademarks and are stated at cost, less accumulated amortization and impairment charge. The Company records amortization expense using the straight-line method over the estimated useful lives of these assets, which range from three to ten years. The Company reviews these intangibles for impairment whenever events or circumstances indicate that the carrying amount of these intangibles may not be recoverable. During the third quarter of 2025, the Company identified indicators of impairment related to its other intangibles. The Company performed a recoverability test by comparing the undiscounted future cash flows of the asset group to its carrying amount. The analysis indicated that the carrying amount was not recoverable. As a result, the Company measured the impairment loss as the excess of carrying amount over fair value, determined by using a discounted cash flow approach. Accordingly, the Company recorded a non-cash impairment charge of $3,300,801 in the Consolidated Statements of Operations for the three and nine months ended September 30, 2025. See Note 4 - Goodwill and Other Intangibles.

Leases—The Company accounts for leases in accordance with ASC 842, Leases (“ASC 842”). At the inception or modification of a contract, the Company determines whether a lease exists and classifies its leases as an operating or finance lease at commencement. Right-of-use ("ROU") assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent their obligation to make lease payments arising from the lease. See Note 1211 - Leases.

As most of the Company’s leases do not provide an implicit interest rate, the lease liability is calculated at lease commencement as the present value of unpaid lease payments using the Company’s estimated incremental borrowing rate. The incremental borrowing rate represents the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term and is determined using a portfolio approach based on information available at the commencement date of the lease.

The lease asset also reflects any prepaid rent, initial direct costs incurred, and lease incentives received. The Company’s lease terms may include optional extension periods when it is reasonably certain that those options will be exercised.

Leases with an initial expected term of 12 months or less are not recorded in the Company's consolidated balance sheets and the related lease expense is recognized on a straight-line basis over the lease term. For certain classes of underlying assets, the Company has elected to not separate fixed lease components from the fixed non-lease components.

Recently Issued Accounting Pronouncements Not Yet Adopted

ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"), which requires public entities, on an annual basis, to provide disclosure of specific categories in the reconciliation of the effective tax rate, as well as disclosure of income taxes paid, disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-09 and will adopt the guidance when it becomes effective on a prospective basis.

ASU No. 2024-03, “Income Statement (Subtopic 220-40): Disaggregation of Income Statement Expenses”

In November 2024, the FASB issued ASU 2024-03, Income Statement (Subtopic 220-40): Disaggregation of Income Statement Expenses ("ASU 2024-03"), which requires additional information about certain expenses in the notes to the financial statements. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03 and will adopt the guidance when it becomes effective on a prospective basis.

3.	Property and Equipment, Net

Components of property and equipment, net, consist of the following as of ~~June~~September 30, 2025 and December 31, 2024:

	June 30,			December 31,
	September 30,			December 31,
	2025			2024
Furniture and fixtures	$	125,620		$	90,641
Leasehold improvements		380,286			359,529
Machinery and equipment		388,466			272,774
Electric buses		1,314,~~970~~971			—
Vehicles		376,748			371,350
Test/Demo vehicles		30,685			30,685
Total property and equipment		2,616,~~775~~776			1,124,979
Less accumulated depreciation		(~~647~~752,~~062~~212	)		(532,808	)
Net property and equipment	$	1,~~969~~864,~~713~~564		$	592,171

Depreciation expense was $56105,~~071~~150 and $36,~~659~~ 303 for the three months ended ~~June~~September 30, 2025 and 2024, respectively. Depreciation expense was $~~114~~219,~~254~~404 and $75112,~~871~~174 for the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, respectively.

4.	Goodwill and Other Intangibles

During the first quarter of 2025, the Company concluded that a triggering event had occurred as a result of a decline of the Company's stock price. Consequently, the Company conducted an impairment test for the first quarter of 2025 and recorded a non-cash impairment of $10,103,048 for the three months ended March 31, 2025.

The following table presents a reconciliation of the carrying amount of goodwill for the ~~six~~nine months ended ~~June~~ September 30, 2025.

	Total
Goodwill as of December 31, 2023	$	9,583,836
Increase due to acquisitions		519,212
Goodwill as of December 31, 2024		10,103,048
Goodwill Impairment		(10,103,048	)
Goodwill as of June 30, 2025	$	-
Goodwill as of September 30, 2025	$	-

	As of June 30, 2025
								Weighted average amortization period (in years)
	Gross carrying amount		Accumulated amortization			Net amount
Intangible assets:
Customer relationships	$	2,100,000	$	(374,932	)	$	1,725,068		2.46
Trade names and trademarks		1,900,000		(101,767	)	$	1,798,233		9.46
Intangible assets, net	$	4,000,000	$	(476,699	)	$	3,523,301

The Company recorded a non-cash impairment charge of $3,300,801 to its other intangible assets after determining that its carrying value exceeded its fair value. The impairment charge was measured as the excess of carrying value over fair value.

	*Gross carrying amount*		*Accumulated amortization*			*Impairment*			*Net amount*
Intangibles as of December 31, 2024	$	4,000,000	$	(31,699	)	$	-		$	3,968,301
Amortization expense		-		(667,500	)		-			(667,500	)
Impairment charge		-		-			(3,300,801	)		(3,300,801	)
Intangibles as of September 30, 2025	$	4,000,000	$	(699,199	)		(3,300,801	)	$	-

	As of September 30, 2025
											Weighted average amortization period (in years)
	Gross carrying amount		Accumulated amortization			Impairment			Net amount
Intangible assets:
Customer relationships	$	2,100,000	$	(549,932	)	$	(1,550,068	)	$	-		-
Trade names and trademarks		1,900,000		(149,267	)		(1,750,733	)	$	-		-
Intangible assets, net	$	4,000,000	$	(699,199	)		(3,300,801	)	$	-

	*As of December 31, 2024*
								*Weighted average amortization period (in years)*
	*Gross carrying amount*		*Accumulated amortization*			*Net amount*
Intangible assets:
Customer relationships	$	2,100,000	$	(24,932	)	$	2,075,068		2.96
Trade names and trademarks		1,900,000		(6,767	)	$	1,893,233		9.96
Intangible assets, net	$	4,000,000	$	(31,699	)	$	3,968,301

Amortization expense was $222,500 and $~~445~~667,~~000~~500 for the three and ~~six~~ nine months ended ~~June~~ September 30, 2025, respectively.

	Amortization expense
Remainder of 2025	$	445,000
2026	$	890,000
2027	$	865,068
2028	$	190,000
2029 and beyond	$	1,133,233

Debt

Notes Payable

On July 15, 2022, the Company entered into an equipment financing agreement with Wells Fargo Bank, N.A. in connection with the purchase of facility grounds equipment. The $25,007 loan is payable over 36 months, beginning in August 2022, with monthly payments of $521. The balance of this note was $75,~~294~~ 731 as of ~~June~~September 30, 2025, of which $65,~~252~~ 731 is classified as Notes Payable - current ~~and $1,042 is classified as Notes Payable - long term~~ on the Company's consolidated balance sheets as of ~~June~~September 30, 2025.

On June 15, ~~2024~~2025, the Company entered into a premium financing agreement with ~~First~~AFCO Insurance ~~Funding~~Premium Finance to finance its directors' and officers' insurance coverages. The $~~232~~140,~~067~~400 loan is payable over nine months, beginning in July 2024, and bears interest at 8.2524% with monthly payments of $2414,~~093~~576. ~~This~~The ~~note~~balance ~~was~~of ~~paid~~this ~~off~~note was $99,284 as of ~~June~~September 30, 2025.

On ~~June~~August 1520, 2025, the Company entered into a premium financing agreement with AFCO Insurance Premium Finance to finance certain insurance coverages other than its directors' and officers' insurance coverages. The $~~140~~114,~~400~~ 140 loan is payable over ~~nine~~ eleven months, beginning in ~~July~~September ~~2024~~2025, and bears interest at 8.24% with monthly payments of $147,~~576~~809 and an initial down payment of $39,515. The balance of this note , including accrued interest, was $~~140~~114,~~400~~ 762 as of ~~June~~ September 30, 2025 as the down payment and initial payment due in September 2025 had not yet been paid.

On August 20, 2024, the Company entered into a premium financing agreement with AFCO Insurance Premium Finance to finance insurance coverages other than its directors' and officers' insurance coverages. The $417,051 loan is payable over eleven months, beginning in September 2024, and bears interest at 8.24% with monthly payments of $39,493. The balance of this note, including accrued interest, was $39,224 as of June 30, 2025.

Convertible Note

On January 18, 2024, the Company entered into a convertible promissory note agreement ("Note") for $1,000,000 with an unrelated third-party investor (the "Holder"). In addition, the Holder received options to purchase 80,000 shares of the Company's common stock at $15.00 per share. During the third quarter of 2024, the short-term note was converted into 50,505 shares of common stock in satisfaction of the convertible note payable.

The Company has elected to measure the remaining options at fair value. In estimating the fair value of the options, the Black-Scholes Merton Model is used. The required inputs include the current stock price, the exercise price, the term of the options, the risk-free rate and the volatility of the common stock. The options' fair value is classified a Level 3 under the fair value hierarchy as provided by ASC 820. The fair valuation of the options uses inputs other than quoted prices that are observable either directly or indirectly.

The net proceeds of $901,000 received by the Company from the issuance of the Note are bifurcated between the Note and the options. The amount allocated to the options is $431,405 which is the fair value of the options on the date of the Note. The remaining proceeds received are allocated to the Note. Under the fair valuation election, both the Note and options are remeasured to their respective fair values at the reporting date. Changes in fair values for the Note and options are recorded as an unrealized gain or loss on convertible note fair value in Other (Expense)/Income in the Company's consolidated statements of operations for the three and nine months ended ~~March 31~~September 30, 2025. As a result of this election, the Company recorded an unrealized gain of $~~1,323~~0 and an unrealized loss $556,174 for the three and nine ~~six~~ months ended ~~June~~ September 30, 2024, respectively, for the Note.

The Company recorded an unrealized ~~gain~~ loss of $0 134,918 and $~~132~~2,~~412~~506 for the options for the three and ~~six~~nine months ended ~~June~~ September 30, 2025 ~~for the options~~, respectively. The Company recorded an unrealized gain of $~~569~~403,~~196~~ 625 and an unrealized loss of $~~443~~39,~~234~~ 609 for the options for the three and nine ~~six~~ months ended ~~June~~ September 30, 2024, respectively~~, for the Options~~.

Amended and Restated Standby Equity Purchase Agreement ("A&R SEPA") - to be updated

On October 31, 2024, the Company entered into A&R SEPA with YA II PN, Ltd. (the "Investor"). The A&R SEPA amends and restates in its entirety the standby equity purchase agreement, dated September 23, 2024, by and between the Company and the Investor (the “Original SEPA”).

Pursuant to the A&R SEPA, except for so long as there is a balance outstanding under the Promissory Notes (as defined below) and the Additional Promissory Notes (as defined below), the Company has the right, from time to time, until November 1, 2027, to require the Investor to purchase up to $25 million of shares of common stock, subject to certain limitations and conditions set forth in the A&R SEPA, by delivering written notice to the Investor. Pursuant to the A&R SEPA, the Investor advanced to the Company the principal amount of $3 million (the “Pre-Paid Advance”) in exchange for the Company’s issuance to the Investor of convertible promissory notes (the “Promissory Notes”) in two tranches, resulting in net proceeds (net of discounts and fees) to the Company of $2,635,500. The Company received the first tranche of the Pre-Paid Advance in the principal amount of $2 million on October 31, 2024 in exchange for the Promissory Note dated October 31, 2024 (the “EVTV-1 Promissory Note”), and the second tranche of the Pre-Paid Advance in the principal amount of $1 million on December 17, 2024 in exchange for the Promissory Note dated December 17, 2024 (the “EVTV-2 Promissory Note”). The Promissory Notes accrue interest on the outstanding principal balance at an annual rate equal to 0%, which will increase to an annual rate of 18% upon the occurrence of an Event of Default (as defined in the Promissory Notes) or a Registration Event (as defined in the Promissory Notes) for so long as such event remains uncured. Prior to the Company’s entry into the Supplemental Agreement (as defined below), the Promissory Notes were initially set to mature on November 13, 2025 and were convertible at a conversion price equal to the lower of (i) $21.4800 per share or (ii) 93% of the lowest daily volume weighted average price of the Company’s common stock on Nasdaq Stock Market LLC (“Nasdaq”) as reported by Bloomberg L.P. (“VWAP”) during the five consecutive trading days immediately preceding the conversion date (but no lower than the “floor price” then in effect, which was $3.5800 per share, subject to adjustment from time to time in accordance with the terms contained in the Promissory Notes). Pursuant to the terms of the Original SEPA, the Company issued 6,410 shares of common stock to the Investor as a commitment fee.

During the ~~same~~ first quarter of 2025, the obligation under the EVTV-1 Promissory Note was partially satisfied through the conversion of the EVTV-1 Promissory Note into shares of the Company's common stock. As a result of this conversion, 149,030 shares of the Company's common stock were issued at a weighted average price of $4.10. During the second quarter of 2025, the obligation under the EVTV-1 Promissory Note was partially satisfied through the conversion of the EVTV-1 Promissory Note into shares of the Company's common stock. As a result of this conversion, 56,144 shares of the Company's common stock were issued at a weighted average price of $2.38. The remaining principal balance of the EVTV-1 Promissory Note on ~~June~~ September 30, 2025, was $1,250,000. No conversion transacted under the EVTV-1 Promissory Note during the third quarter of 2025. As a result of ~~this conversion~~these conversions, a realized ~~gains~~gain of $4,145 ~~and $4,145 were~~was recognized for the ~~three~~EVTV-1 ~~and~~Promissory ~~six~~Note for the nine months ended ~~June~~ September 30, 2025.

The Company has elected to measure the Promissory Notes at fair value. In estimating the fair value of the Promissory Notes, a lattice model is applied. The required inputs include the current stock price, the term, the conversion price, the risk-free rate and volatility of the common stock. The Promissory Notes' fair values are classified as Level 3 under the fair value hierarchy as provided by ASC 820. As a result of this election, the Company recorded an unrealized gain of $17 0 and $762 for the EVTV-1 Promissory Note for the three and ~~six~~ nine months ended ~~June~~ September 30, 2025, respectively. The Company also recorded an unrealized gain of $0 and $350 for the EVTV-2 Promissory Note for the three and ~~six~~ nine months ended ~~June~~ September 30, 2025, respectively.

Supplemental Agreement to A&R SEPA

On February 24, 2025, the Company entered into a supplemental agreement, dated February 24, 2025 (the “Supplemental Agreement”), with the Investor, which amends and supplements the A&R SEPA to: (i) provide for the advancement by the Investor to the Company, subject to the satisfaction of certain conditions as set forth in the Supplemental Agreement, of $5 million under the A&R SEPA (the “Additional Pre-Paid Advance”), to be evidenced by convertible promissory notes (the “Additional Promissory Notes”) in two tranches, (ii) amend the maturity date for the EVTV-1 Promissory Note to March 9, 2026, and (iii) amend the floor price for the ~~Note~~ EVTV-1 Promissory Note to $0.7130 per share.

The Additional Promissory Notes accrue interest on the outstanding principal balance at an annual rate equal to 5%, which will increase to an annual rate of 18% upon the occurrence of an Event of Default (as defined in the Additional Promissory Notes) or a Registration Event (as defined in the Additional Promissory Notes) for so long as such event remains uncured. The Additional Promissory Notes will mature on March 9, 2026, which may be extended at the option of the Investor. The Additional Promissory Notes are convertible at a conversion price equal to the lower of (i) $10.00 per share or (ii) 93% of the lowest daily VWAP during the five consecutive trading days immediately preceding the conversion date (but no lower than the “floor price” then in effect, which is $0.7130 per share, subject to adjustment from time to time in accordance with the terms contained in the Additional Promissory Notes).

The first tranche of the Additional Pre-Paid Advance was disbursed on February 25, 2025 in the principal amount of $3 million (with net proceeds to the Company of approximately $2.7 million after deducting discounts and fees) as evidenced by an Additional Promissory Note issued by the Company to the Investor on February 24, 2025 (the “EVTV-3 Additional Promissory Note”). During the third quarter of 2025, the obligation under the EVTV-3 Additional Promissory Note in the principal amount of $3 million was partially satisfied through the conversion of the EVTV-3 Additional Promissory Note into shares of the Company's common stock. As a result of this conversion, 692,589 shares of the Company's common stock were issued at a weighted average price of $2.47. The remaining principal balance of the EVTV-3 Additional Promissory Note on September 30, 2025, was $1,600,000. A realized loss of $175,126 was recognized as a result of this conversion for the three months ended September 30, 2025.

The second tranche of the Additional Pre-Paid Advance in the principal amount of $2 million (with net proceeds of approximately $1.8 million after deducting discounts and fees) was disbursed to the Company on May 7, 2025 (the "EVTV-4 Additional Promissory Note"). During the second quarter of 2025, the obligation under the EVTV-4 Additional Promissory Note in the principal amount of $2 million was partially satisfied through the conversion of the EVTV-4 Additional Promissory Note into shares of the Company's common stock. As a result of this conversion, 853,275 shares of the Company's common stock were issued at a weighted average price of $1.77. ~~The~~A realized loss of $80,909 was recognized as a result of this conversion for the three months ended June 30, 2025. During the third quarter of 2025, the remaining ~~principal~~obligation ~~balance~~under the EVTV-4 Additional Promissory Note was fully satisfied through the conversion of the EVTV-4 Additional Promissory Note ~~on June~~into 30shares of the Company's common stock. As a result of this conversion, ~~2025~~310,456 ~~was~~shares of the Company's common stock were issued at a weighted average price of $~~500,000~~1.84. A realized loss of $8031,~~909~~900 was recognized as a result of this conversion for the three months ended ~~June~~September 30, 2025.The principal balance of the EVTV-4 Additional Promissory Note was zero on September 30, 2025.

The Company has elected to measure the Additional Promissory Notes at fair value. In estimating the fair value of the Additional Promissory Notes, a lattice model is applied. The required inputs include the current stock price, the term, the conversion price, the risk-free rate and volatility of the Company's common stock. The Additional Promissory Notes' fair values are classified as Level 3 under the fair value hierarchy as provided by ASC 820. As a result of this election, the Company recorded an unrealized ~~loss~~ gain of $2729,~~200~~ 133 and an unrealized loss of $~~444~~415,~~500~~367 for the EVTV-3 Additional Promissory Note for the three and ~~six~~ nine months ended ~~June~~ September 30, 2025, respectively. The Company also recorded an unrealized gain of $0 and $262,961 for the EVTV-4 Additional Promissory Note for the three and nine months ended ~~June~~ September 30, 2025, respectively.

The following table depicts the future annual minimum payments of the Company's outstanding debt as of ~~June~~ September 30, 2025:

	Amount
Remainder of 2025	$	1,~~380~~366,~~073~~040
2026		31,~~562~~509,~~471~~323
Total Payments	$	42,~~942~~875,~~544~~363

6.	Stockholders’ Equity

The Company has 5,000,000 authorized shares of its preferred stock, par value $0.00001 per share, on ~~June~~ September 30, 2025 and December 31, 2024. There was no outstanding shares of preferred stock on ~~June~~ September 30, 2025 and December 31, 2024.

The Company has 350,000,000 authorized shares of its common stock, par value $0.00001 per share, of which 34,~~220~~223,~~058~~165 and 1,987,262 shares of the Company's common stock were outstanding on ~~June~~ September 30, 2025 and December 31, 2024, respectively.

A&R SEPA

On September 23, 2024, the Company entered into the Original SEPA, which was amended and restated pursuant to the A&R SEPA on October 31, 2024. Pursuant to the A&R SEPA, except for so long as there is a balance outstanding under the Promissory Notes and the Additional Promissory Notes and subject to certain limitations and conditions set forth therein, the Company has the right, but not the obligation, to sell to the Investor, and the Investor agreed to purchase from the Company, an aggregate amount of up to $25,000,000 of shares of the Company’s common stock at the Company's request, from time to time, until November 1, 2027. See Note 6 – Debt.

7.	Stock Warrants

The Company’s outstanding warrants as of ~~June~~September 30, 2025 are summarized as follows, and all were exercisable at that date.

	Number of Shares		Exercise Price		Remaining Contractual Life (years)
Outstanding warrants expiring May 7, 2026		95,834	$	200.00		0.8560
Outstanding warrants expiring September 11, 2026		51,205	$	16.60		10.2196
Outstanding warrants at June 30, 2025		147,039
Outstanding warrants at September 30, 2025		147,039

December 2020 Warrants

The warrants issued pursuant to a securities purchase agreement, dated as of December 24, 2020, that the Company entered into with certain institutional and accredited investors and pursuant to which, among other things, the Company sold and issued, and the investors purchased, shares of the Company’s common stock and related warrants to purchase additional shares of the Company’s common stock in a series of two closings, contain a call provision whereby the Company, after the 13-month anniversary of the issuance date, and if the volume weighted average price of the common stock for such date exceeds four times the exercise price of the warrants for 20 consecutive trading days, may call the warrants that have not previously been exercised, and the warrant holders have ten trading days within which to exercise before the warrants may be cancelled. From among these warrants, warrants for 1,283 shares of common stock expired in 2023, warrants for 43,125 shares of common stock expired on January 28, 2025, and warrants for 95,834 shares of common stock will expire on May 7, 2026.

September 2024 Warrants

On September 12, 2024, the Company entered into securities purchase agreements with four private investors with respect to the private placement of an aggregate of 51,205 shares of the Company’s common stock at a price of $16.60 per share and warrants to purchase up to an aggregate of 51,205 shares of the Company's common stock. The Company received aggregate gross cash proceeds from this private placement (exclusive of proceeds from any future exercise of the warrants) of $850,000. The warrants have a term of two years and are exercisable at any time after September 16, 2024, at an exercise price of $16.60 per share. The warrants expire on September 11, 2026.

8.	Stock Options and Restricted Shares

The outstanding options at ~~June~~September 30, 2025 consisted of the following:

						Weighted
						Average
						Remaining
	Number of			Exercise		Contractual Life
	Shares			Price		(years)
Outstanding at December 31, 2024		564,126
Options Granted at $2.50 Exercise Price		415,000		$	2.50
Options Expired at $26.50 Exercise Price		(277	)	$	26.50
Options Expired at $21.10 Exercise Price		(1,377	)	$	21.10
Options Expired at $24.40 Exercise Price		(10,000	)	$	24.40
Options forfeited at $26.50 Exercise Price		(222	)	$	26.50
Options Granted at $2.10 Exercise Price		10,000		$	2.10
Outstanding at June 30, 2025		977,250
Outstanding at September 30, 2025		977,250
Outstanding Options at $20.00 Exercise Price		25,000		$	20.00		6.5227
Outstanding Options at $24.00 Exercise Price		9,090		$	24.00		6.5227
Outstanding Options at $90.00 Exercise Price		25,675		$	90.00		5.4823
Outstanding Options at $262.00Exercise Price		675		$	262.00		2.8257
Outstanding Options at $21.00 Exercise Price		58,850		$	21.00		87.0378
Outstanding Options at $21.10 Exercise Price		136,460		$	21.10		8.7247
Outstanding Options at $26.60 Exercise Price		2,500		$	26.60		8.6237
Outstanding Options at $15.00 Exercise Price		80,000		$	15.00		1.5530
Outstanding Options at $27.50 Exercise Price		200,000		$	27.50		1.6035
Outstanding Option at $17.60 Exercise Price		10,000		$	17.60		8.9974
Outstanding Options at $14.90 Exercise Price		2,000		$	14.90		8.9974
Outstanding Options at $22.00 Exercise Price		2,000		$	22.00		8.9873
Outstanding Options at $2.50 Exercise Price		415,000		$	2.50		9.850
Options Granted at $2.10 Exercise Price		10,000		$	2.10		8.5
Outstanding Options at $2.10 Exercise Price		10,000		$	2.10		8.25
Outstanding at June 30, 2025		977,250
Outstanding at September 30, 2025		977,250

AtAs of ~~June~~September 30, 2025 ~~944~~752,~~026~~901 of the outstanding stock options were exercisable. Unrecognized compensation for unvested shares was $~~161~~134,~~833~~417 as of September 30, 2025.

On March 10, 2025, the Compensation Committee (the "Compensation Committee") of the Company's Board of Directors (the "Board") granted the non-employee directors and certain executives and consultants options to purchase 415,000 shares of common stock at an exercise price of $2.50 per share, of which 385,000 of these options vested immediately upon grant and expire on the tenth anniversary of the grant date. The remaining 30,000 options vest on the one-year anniversary of the grant date and expire on the tenth anniversary of the grant date.

On May 21, 2025, the Compensation Committee ~~(the "Compensation Committee") of the Company's Board of Directors (the "Board")~~ granted a consultant options to purchase 10,000 shares of common stock at an exercise price of $2.10 per share, all of which vested immediately upon grant and expire on the tenth anniversary of the grant date.

As of ~~June~~September 30, 2025, the outstanding stock options had intrinsic value of $0.

Performance Options

On February 28, 2024, the Company issued options to an external party to purchase 200,000 shares of the Company's common stock at an exercise price of $27.50 per share, contingent upon achieving certain sales targets. On ~~June~~ September 30, 2025, the sales targets were not met and therefore, no compensation expense was recorded for the three and ~~six~~ nine months ended ~~June~~ September 30, 2025~~, respectively~~. The Company does not believe that the criteria will be met. These options expire on February 5, 2027.

9.	Related Party Transactions

The Company has entered into lease agreements with SRI Professional Services, Incorporated (“SRI”), pursuant to which the Company leases equipment used in connection with the operation of its business (the “SRI Equipment Leases”). Phillip W. Oldridge, the Company’s Chief Executive Officer and Chairman of the Board, serves as an executive officer and a member of the board of directors of SRI. Two of the SRI Equipment Leases provide for the leasing of two vehicles that commenced on January 1, 2020 and the combined rent under such leases is $3,880 per month, and a third SRI Equipment Lease provides for a trailer lease that commenced on December 1, 2019, under which the rent is $3,891 per month. The total monthly payment obligation of the Company under the SRI Equipment Leases is $7,771. As a result of the SRI Equipment Leases, the Company recorded rent expense of $23,312 and $4669,~~624~~ 936 for the three and ~~six~~ nine months ended ~~June~~September 30, 2025, respectively.

The Company has entered into a commercial lease agreement (the “ABCI Office Lease”) with Alpha Bravo Charlie, Inc. (“ABCI”) that commenced on April 1, 2020, for the lease of office space in Porterville, California. The monthly rent for this facility is approximately $5,000. Phillip W. Oldridge, the Company’s Chief Executive Officer and Chairman of the Board, is a director of ABCI. The Company recorded rent expense of $15,000 and $3045,000 for the three and ~~six~~ nine months ended ~~June~~September 30, 2025, respectively, in connection with the ABCI Office Lease.

The Company incurred $37,500 and $75,000 for the three and ~~six~~ nine months ended ~~June~~ September 30, 2025, respectively, of costs related to engineering consulting services from 42Motorsports LTD, the owner of which is a sibling of the Company's Chief Executive Officer and Chairman of the Board.

The Company also expensed $45131,000 and $90221,000 for the three and ~~six~~ nine months ended ~~June~~ September 30, 2025, respectively, to Shell Castle LLC, an entity owned by Jason Maddox for services rendered as President and Interim Chief Financial Officer of the Company in lieu of wages. In addition, the Company also expensed $4515,000 and $90105,000 for the three and ~~six~~ nine months ended ~~June~~ September 30, 2025, respectively, to Met Consulting LLC, an entity owned by Elgin Tracy for services rendered as Chief Operating Officer of the Company in lieu of wages.

~~All~~During the ~~revenue~~first ~~earned~~quarter ~~for~~of 2025, the ~~three~~Company engaged a consultant, Franklin Lim, to assist in its financial reporting and ~~six~~accounting ~~months~~process. ~~ended June~~At ~~30,~~the end of the third quarter of 2025, by the Company's ~~medical~~appointed ~~supplies~~the ~~segment~~consultant ~~was~~as ~~from~~Vice ~~Maddox Defense~~President, ~~Inc.,~~Finance afor ~~company~~the ~~owned~~Company. The byCompany ~~Jason~~expensed $46,000 ~~Maddox~~and $136,500 for ~~President~~the three and ~~Interim~~nine months ~~Chief~~ended September 30, ~~Financial~~2025, ~~Officer~~respectively, offor ~~the~~these ~~Company~~services.

~~The~~All revenue earned for the three and nine months ended September 30, 2025 by the Company's ~~also~~medical ~~maintains~~supplies asegment ~~procurement~~was ~~contract~~from ~~with~~Maddox ~~EVTV~~Defense, ~~Canada~~Inc. ("Maddox Defense"), a ~~related~~company ~~party~~owned ~~whereby~~by ~~one~~Jason Maddox, President and Interim Chief Financial Officer of ~~its~~the ~~officers~~Company, through a contract that Maddox Defense holds with a ~~significant~~third ~~number~~party of(that ~~shares~~supplies inmedical gowns, among other things, to the federal government) that is fulfilled by Maddox Industries, a wholly-owned subsidiary of the Company. .

~~10.~~The ~~Commitments~~Company also maintains a procurement contract for electric vehicles and their components and accessories with EVTV Canada, a related party whereby one of its officers holds a significant number of shares in the Company.

On April 1, 2025, the Company entered into a three-year sub-lease arrangement with Maddox Defense (with renewal options), an entity of which Jason Maddox, the President and Interim Chief Financial Officer of the Company, is the sole stockholder, to lease a facility in Houston, Texas for its medical supplies operations. See Note 13 11 - Leases for ~~further~~additional ~~information~~disclosures.

1110. Commitments and Contingencies

Commitments

See Note 11 - Leases for further information.

Contingencies

Except as set forth below, we know of no material, existing or pending, legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder of more than 5% of our common stock, or any associate of any of the foregoing persons, is an adverse party or has a material interest adverse to our interest.

GreenPower Litigation

On December 17, 2019, GreenPower Motor Company Inc., a public company incorporated under the laws of British Columbia (“GreenPower”), of which Phillip W. Oldridge, the Company’s Chief Executive Officer and Chairman of the Board, previously served as a senior officer and a member of its board of directors, filed a notice of civil claim, captioned GreenPower Motor Company Inc. v. Phillip Oldridge et al., Action No. S-1914285, in the Supreme Court of British Columbia, against Phillip Oldridge, his trust, Envirotech Drive Systems, Inc. and certain other companies affiliated therewith. On February 2, 2020, the Company and the other companies affiliated therewith named in the notice of civil claim filed a response to the civil claim in which they denied certain of the allegations. Fact discovery, through document disclosure and examinations for discoveries, in this matter remains ongoing. The Company believes it has meritorious defenses against GreenPower's claims and intends to vigorously defend itself against those claims.

On or about July 18, 2021, GreenPower and GP GreenPower Industries Inc. (collectively “the GreenPower entities”), filed a counterclaim against David Oldridge, Phillip Oldridge, the Company and other companies in Supreme Court of British Columbia Action No. S207532. The pleadings in this lawsuit have not closed and the Company intends to vigorously defend itself against the counterclaim.

On February 8, 2022, GreenPower Motor Company, Inc., a Delaware corporation, and GreenPower Motor Company Inc., a Canadian corporation, filed a complaint captioned GreenPower Motor Company, Inc. v. Phillip Oldridge, et al., Case No. 5:22-cv-00252 in the United States District Court for the Central District of California. The complaint’s allegations are centered around the same assertions in the pending Canadian litigation.

On May 10, 2022, the Company, together with other defendants, filed a Motion to Dismiss and/or Stay the lawsuit in the United States District Court for the Central District of California pending the outcome of the Canadian litigation. The Court issued stay of this case pending resolution of parallel litigation in Canada between similar parties. GreenPower and defendants have agreed that the U.S. GreenPower case will not proceed while Canadian litigation is pending. The Company believes that it has meritorious defenses against the Greenpower entities' claims and intends to vigorously defend itself against such claims.

1211. Leases

Operating leases

The Company has active operating lease arrangements for office space and warehouse facilities. The Company is typically required to make fixed minimum rent payments relating to its right to use the underlying leased assets. Although these leases have terms that are either month-to-month or terms that are one year or less (with renewal options), the Company concluded that the term renewal options are reasonably certain to be exercised, and the Company classified such leases as operating leases in accordance with the provisions of ASC 842.

On April 1, 2025, the Company entered into a three-year sub-lease arrangement with Maddox Defense (with renewal options), an entity of which Jason Maddox, the President and Interim Chief Financial Officer of the Company, is the sole stockholder, to lease a facility in Houston, Texas for its medical supplies operations. This lease is treated as an operating lease in accordance with the provisions of ASC 842. Therefore, the Company recognized operating lease liabilities with corresponding ROU assets based on the present value of the minimum rental payments of such leases.

On March 28, 2023, the Company entered into ~~the~~an ~~Berthaphil~~agreement ~~Sublease~~ with Berthaphil, Inc. ("Berthaphil") to sublease approximately 3,600 square yards of a warehouse building based in the Clark Freeport Zone in the Philippines (the “Berthaphil Sublease”). The term of the Berthaphil Sublease is two years and two months with a turnover date of July 1, 2023 (the "turnover date") and a rental commencement of September 1, 2023. However, the warehouse building was not available for use to the Company until the early part of the fourth quarter of 2023. Therefore, the commencement date was deferred until the fourth quarter of 2023, which is when the Company was given access to use the warehouse building. There was a grace period of two months for rental payments starting from the turnover date. The monthly rent for the first year is $15,000, escalating to $15,750 for the second year and $16,530 for the remaining term. In addition to the monthly rent, the Company is required to pay an additional 5% of the monthly rent as common area maintenance costs. The Berthaphil Sublease may be renewed for an additional period that is mutually agreed upon subject to certain terms and conditions. The Company intended to use the leased space as a production facility as it sought to expand its business presence in the region and the United States. The Company accounted for this lease as an operating lease under ASC 842 and recorded an operating lease liability and a corresponding ROU asset for this lease. However, the Company decided not to use this facility for its original intended purpose and recorded a full impairment on its ROU asset in December 2024.

On July 1, 2024, the Company entered into a month-to-month lease contract to lease a residence in Osceola, Arkansas for the purpose of housing certain of the Company's employees. The monthly lease cost is $3,000. This lease is treated as a short-term lease.

On August 26, 2024, the Company entered into a one-year lease contract to lease a location in Manalapan, New Jersey with the purpose of servicing the Company's New Jersey customers. The monthly lease cost is $2,900 and at the end of the one-year lease term, the lease ~~converts~~ converted into a month-to-month arrangement. This lease is treated as a short-term lease.

The Company's lease agreements do not provide an implicit borrowing rate. Therefore, the Company used a benchmark approach to derive an appropriate incremental borrowing rate. The Company benchmarked itself against other companies of similar credit ratings and comparable credit quality and derived an incremental borrowing rate to discount each of its lease liabilities based on the remaining lease terms.

Quantitative information regarding the Company’s leases is as follows:

	Three Months Ended						~~Six~~Nine Months Ended
	June 30,						June 30,
	September 30,						September 30,
	2025			2024			2025			2024
Lease expenses
Operating lease expenses	$	99,863		$	89,~~268~~240		$	~~138~~238,~~175~~038		$	~~178~~267,~~536~~803
Short-term lease expenses		5030,~~747~~076			733,~~886~~774			97127,~~573~~649			3366,~~057~~831
Total lease cost	$	~~150~~129,~~610~~939		$	97123,~~154~~014		$	~~235~~365,~~748~~687		$	~~211~~334,~~593~~634
Other information
Cash paid for the amounts included in the measurement of lease liabilities for operating leases:
Operating cash flows	$	97,402		$	8587,~~562~~924		$	~~135~~233,~~714~~116		$	~~171~~259,~~124~~048
Weighted-average remaining lease term (in years):
Operating leases		2.1850			1.2500			2.1850			1.2500
Weighted-average discount rate:
Operating leases		14	%		14	%		14	%		14	%

Future minimum payments under operating leases are as follows:

Remainder of 2025	$	~~291~~311,~~015~~210
2026	$	243,454
2027	$	253,192
2028	$	85,217
Total payments	$	~~872~~893,~~878~~073

1312. Segment Reporting

The Chief Operating Decision Maker is the Chief Executive Officer, who reviews the segment operating results in order to allocate resources and assess performance.

The Company has identified three segments:

(1) Electric vehicles,

(2) Medical supplies, and

(3) Drones .

The electric vehicle segment consists of sales of commercial electric vehicles to customers. A significant portion of such sales are through state subsidized or funded programs. The medical supplies segment consists solely of sales to Maddox Defense, a related party based on an agreement to supply refurbished medical gowns on a cost-plus pricing arrangement. Through the Company's drone operations, it is also diversifying its portfolio of assets by engaging in the future production and supply of drones that will be used in the agricultural environment. Currently, activity within the ~~Drones~~drones segment is limited to start up expenses and research and development activities.

The table below summarizes the operating results of the Company's segments for the three and ~~six~~ nine months ended ~~June~~ September 30, 2025:

	Three months ended September 30, 2025
	Electric vehicles			Medical Supplies			Drones			Total
Sales, net	$	~~(25,237~~-	)	$	1,~~072~~812,~~266~~461		$	-		$	1,~~047~~812,~~029~~461
Operating loss	$	(3,274,582	)	$	(951,437	)	$	(573,607	)	$	(4,799,626	)
Operating (Loss) Income	$	(3,057,470	)	$	(2,994,693	)	$	(11,031	)	$	(6,063,194	)
Interest income (expense), net											~~303~~21,979
Unrealized loss on financial instruments at fair value											(~~290~~105,~~144~~785	)
Realized loss on conversion of convertible notes											(76207,~~764~~027	)
Other expense											19(3,~~494~~530	)
Income tax expense											-
Net loss										$	(56,~~146~~357,~~737~~557	)

	Six months ended June 30th , 2025
	Nine months ended September 30, 2025
	Electric vehicles			Medical Supplies			Drones			Total
Sales, net	$	348,063		$	13,~~289~~101,~~532~~993		$	-		$	13,~~637~~450,~~595~~056
Operating loss	$	(1619,~~524~~581,~~991~~724	)	$	(14,~~339~~335,~~675~~105	)	$	(~~666~~677,~~634~~665	)	$	(1824,~~531~~594,~~300~~494	)
Interest income (expense), net											1133,~~056~~035
Unrealized loss on financial instruments at fair value											(~~573~~679,~~937~~722	)
Realized loss on conversion of convertible notes											(76283,~~764~~791	)
Other expense											(1215,~~173~~703	)
Income tax expense											-
Net loss										$	(1925,~~183~~540,~~118~~675	)

1413. Subsequent Events

The Company evaluates subsequent events that have occurred after the balance sheet date but before the consolidated financial statements are issued. There are two types of subsequent events: (1) recognized, or those that provide additional evidence with respect to conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements, and (2) non-recognized, or those that provide evidence with respect to conditions that did not exist at the date of the balance sheet but arose subsequent to that date.

~~Reverse~~In November 1-2025, Priority Workforce, which provides employee leasing services in the Company's medical supplies segment, petitioned the Company for~~-10~~ ~~stock~~an ~~split~~undisclosed amount related to outstanding unpaid invoices. Priority Workforce has transferred the leased employees to the Company at the time of filing. These unpaid invoices represent employee leasing services through October 31, 2025. The Company is in the process of negotiating with Priority Workforce to structure a payment plan over three to 12 months and the Company believes that the negotiations will be settled in the fourth quarter of 2025.

On August 6, 2025 (the “Split Effective Time”), the Company effected a reverse stock split of its Common Stock at a ratio of 1-for-10 (the “Reverse Stock Split”). Pursuant to the Reverse Stock Split, every 10 shares of Common Stock issued and outstanding immediately prior to the Split Effective Time were automatically combined into one issued and outstanding share of Common Stock without any change in the par value per share or the total number of authorized shares. Proportional adjustments were made to the exercise price and number of shares of Common Stock issuable upon exercise of the Company's outstanding stock options and warrants and the shares reserved for issuance under the Company’s 2017 Equity Incentive Plan. The Company’s common stock began trading on a post-split basis on the Nasdaq Capital Market on August 8, 2025.

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.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and the results of operations should be read in conjunction with the unaudited consolidated financial statements and notes thereto included in this Quarterly Report ~~on Form 10-Q (“Quarterly Report”)~~ and the audited financial statements and notes thereto included in our Annual Report on Form 10-K filed with the SEC on April 15, 2025. This discussion contains forward-looking statements that are subject to known and unknown risks, uncertainties, and other factors that may cause our actual results to differ materially from those expressed or implied by such forward-looking statements. These risks, uncertainties, and other factors include, among others, those identified under the “Special Note Regarding Forward-Looking Statements” above in this Quarterly Report.

Overview

WeEnvirotech ~~are~~Vehicles, aInc., ~~provider~~including ofits ~~purpose-built~~consolidated ~~zero-emission~~subsidiaries ~~electric~~(the ~~vehicles~~"Company"), ~~focused~~is ona ~~reducing~~United ~~the~~States ~~total cost~~ distributor of ~~vehicle~~zero-emission ~~ownership~~commercial vehicles and ~~helping~~heavy ~~fleet~~capacity ~~operators~~drones ~~unlock~~engineered ~~the~~for ~~benefits of green technology. We serve commercial and last-mile fleets~~logistics, ~~school districts~~infrastructure, ~~public~~ and ~~private~~precision ~~transportation~~agriculture ~~service~~applications ~~companies and colleges and universities to meet the increasing demand for light to heavy-duty electric vehicles~~worldwide. ~~Our~~The ~~vehicles~~Company's systems ~~address~~enable ~~the~~a ~~challenges~~cleaner, ofsafer, ~~traditional fuel price instability~~ and ~~local,~~more ~~state~~efficient ~~and~~future ~~federal~~for ~~regulatory~~critical ~~compliance~~industrial operations. Beginning in January 2025, the Company operates under three segments: electric vehicles, medical supplies and drones.

For the three months ended ~~June~~September 30, 2025 and 2024 , we generated sales revenue of $1,~~047~~812,~~029~~461 and $~~812~~0 respectively,~~770,~~ ~~respect ively,~~ and our net loss for the three months ended ~~June~~September 30, 2025 and ~~June~~September 30, 2024 was $56,~~146~~357,~~737~~ 557 and $~~755~~1,~~092~~234,986, respectively. ~~For~~Included in our net loss for the ~~six~~ three months ended ~~June~~ September 30, 2025 is ~~and~~a ~~2024 ,~~realized weloss ~~generated~~on ~~sales~~conversion ~~revenue~~of convertible notes of $1207,~~637~~027,~~595~~ an unrealized loss on financial instruments measured at fair value of $105,785 and a non-cash impairment charge on our intangibles assets of $1 3,~~623~~300,~~260,~~801. Included ~~respect ively,~~in ~~and~~ our net loss for the ~~six~~three months ended ~~June~~ September 30, ~~2025 and~~2024 ~~June~~is ~~30,~~a ~~2024~~non-cash unrealized ~~was~~gain on ~~$19,183,118~~financial ~~and~~instruments of $5 403,~~287,455, respectively~~625.

~~Included~~For ~~i n our net loss for~~ the ~~three~~ nine months ended ~~June~~September 30, 2025 is aand ~~non-cash unrealized~~2024, ~~loss on~~we ~~financial~~generated ~~instruments~~sales revenue of $~~290~~3,~~144~~ 450,056 and ~~a non-cash realized loss from conversion of our convertible notes of~~ $761,~~764. Included~~623,260, inrespectively, and our net loss for the ~~three~~ nine months ended September ~~June~~ 30, ~~2024~~2025 isand aSeptember ~~non-cash unrealized~~30, ~~gain~~2024 onwas ~~financial~~$25,540,675 and ~~instruments of~~ $~~570~~6,~~519~~522,441, respectively. Included in our net loss for the ~~six~~ nine months ended ~~June~~ September 30, 2025 is a ~~non-cash unrealized~~realized loss on ~~financial~~conversion ~~instruments~~of convertible notes of $~~573~~283,~~937~~791, aan ~~non-cash~~unrealized ~~realized~~ loss ~~from~~on ~~conversion~~financial ofinstruments ~~our~~measured ~~convertible~~at ~~notes~~fair value of $76679,~~764 and~~722, a non-cash impairment charge ~~related to our goodwill~~ of $10,103,048. ~~Included in our net loss~~ for ~~the six months ended June 30, 2024~~goodwill isand a non-cash ~~unrealized~~impairment ~~loss~~ charge on ~~financial~~our ~~instruments~~intangible assets of $~~999~~ 3,~~408~~300,801.

Included in our net loss for the nine months ended September 30, 2024 is a non-cash unrealized loss on financial instruments of $595,783.

One Big, Beautiful Bill Act (the "Act")

The demand for our vehicles may be affected adversely from the Act due to significant reductions in electric vehicle credits made available to consumers. This may affect our future profitability.

Import Tariffs

Tariffs imposed by the current administration may significantly affect demand for our vehicles or reduce our gross profits if we are unable to pass such tariffs to our customers. We are currently assessing the impact and will take appropriate action to minimize the impact of such tariffs on our electric vehicle strategy.

Nasdaq Deficiency Notice

On March 6, 2025, we received a letter ~~(the “Notice”)~~ from the Nasdaq Listing Qualifications Department, notifying us that, based upon the closing bid price of our common stock for the 30 consecutive business days from January 21, 2025 to March 5, 2025, we no longer meet the requirement to maintain a minimum bid price of $1 per share, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), Nasdaq has provided us with 180 calendar days, or until September 2, 2025 (the “Compliance Date”), to regain compliance with the Minimum Bid Price Requirement. The Notice has no immediate effect on the listing of our common stock, which will continue to trade on the Nasdaq Capital Market under the symbol “EVTV”, subject to our compliance with the other continued listing requirements of the Nasdaq Capital Market.

On August 6, 2025, we filed a certificate of amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect ~~a 1-for-10 reverse stock split of~~ the ~~shares~~Reverse ofStock ~~the~~Split ~~Company’s~~at ~~common~~a ~~stock~~ratio ~~(the “Reverse Stock Split”)~~of 1-for-10. The Company’s common stock began trading on a post-split basis on the Nasdaq Capital Market as of the open of trading on August 8, 2025. ~~Upon~~ (the ~~effectiveness~~“Split ofEffective Time”). Pursuant to the Reverse Stock Split, every 10 shares of our common stock issued and outstanding ~~shares~~immediately ofprior to the ~~Company’s~~Split ~~common~~Effective ~~stock~~Time were automatically combined into one issued and outstanding share of our common stock, without any change in the par value per share. Noor ~~fractional shares were issued as a result of~~ the ~~Reverse~~total ~~Stock~~number ~~Split. Instead, any fractional shares~~ of ~~Common~~authorized ~~Stock that would have otherwise resulted from the Reverse Stock Split were rounded up to the nearest whole share~~shares. Proportional adjustments were made to the exercise price and number of shares of ~~the~~our ~~Company’s~~ common stock issuable upon exercise of ~~the Company's~~ outstanding stock options and warrants, ~~as well as the applicable exercise prices, and~~ to ~~the~~purchase ~~number of~~ shares ~~issuable under the Company’s 2017 Equity Incentive Plan. The Reverse Stock Split did not affect the number~~ of ~~authorized~~our ~~shares of the Company’s~~ common stock. ~~All references made to share or per share amounts in the accompanying unaudited interim condensed consolidated financial statements~~ and ~~applicable disclosures have been retroactively adjusted for all periods presented to reflect~~ the ~~applicable~~shares ~~effects~~reserved ~~of the Reverse Stock Split. Under Nasdaq Listing Rules, to regain compliance, the closing bid price of the Company’s common stock must be at least $1 per share~~ for aissuance ~~minimum~~under ofour ~~ten~~2017 ~~consecutive~~Equity ~~business~~Incentive ~~days to regain compliance with the Minimum Bid Price Requirement~~Plan.

~~There~~On ~~can~~August be25, no2025, ~~assurance that~~ we ~~will~~received bea ~~able~~letter tofrom ~~regain compliance with~~ the ~~Minimum~~Nasdaq ~~Bid~~Listing ~~Price~~Qualifications ~~Requirement~~Department orconfirming that we ~~will~~had beregained ~~able to remain in~~ compliance with the ~~applicable~~Minimum ~~Nasdaq~~Bid ~~listing~~Price ~~requirements on an ongoing basis~~Requirement.

Factors Affecting Our Performance

We believe that the growth and future success of our business depend on various opportunities, challenges and other factors, including the following:

Availability of government subsidies, rebates and economic incentives. We believe that the availability of government subsidies, rebates, and economic incentives is currently a critical factor considered by our customers when purchasing our zero-emission systems or converting their existing vehicles to zero-emission-electric or hybrids, and that our growth depends in large part on the availability and amounts of these subsidies and economic incentives. As an alternative to being dependent on such funding, however, we are exploring the possibility of leasing our vehicles to our customers as well.

New customers. We are competing with other companies and technologies to help fleet managers and their districts/companies more efficiently and cost-effectively manage their fleet operations. Once these fleet managers have decided they want to buy from us, we still face challenges with helping them to obtain financing options to reduce the cost barriers to purchasing. We may also encounter customers with inadequate electrical services at their facilities that may delay their ability to purchase from us.

Dependence on external sources of financing of our operations. We have historically depended on external sources of capital to finance our operations. Accordingly, our future performance will depend in part upon our ability to achieve independence from external sources for the financing of our operations.

Investment in growth. We plan to continue to invest for long-term growth. We anticipate that our operating expenses will increase in the foreseeable future as we invest in research and development to enhance our zero-emission electric vehicles and systems; design, develop and manufacture our commercial fleet vehicles and their components; increase our sales and marketing to acquire new customers; and increase our general and administrative functions to support our growing operations. We believe that these investments will contribute to our long-term growth, although they will adversely affect our results of operations in the near term. In addition, the timing of these investments can result in fluctuations in our annual and quarterly operating results.

Zero-emission electric vehicle experience. Our dealer and service network is not currently completely established, although we do have certain agreements in place. One issue they may have, and we may encounter, is finding appropriately trained technicians with zero-emission electric fleet vehicle experience. Our performance will depend on having a robust dealer and service network, which will require appropriately trained technicians to be successful. Because vehicles that utilize our technology are based on a different technology platform than traditional internal combustion engines, individuals with sufficient training in zero-emission electric vehicles may not be available to hire, and we may need to expend significant time and expense training the employees we do hire. If we are not able to attract, assimilate, train or retain additional highly qualified personnel in the future, or do so cost-effectively, our performance would be significantly and adversely affected.

Market growth. We believe the market for all-electric solutions for alternative fuel technology, specifically all-electric vehicles, will continue to grow as more purchases of new zero-emission vehicles and as more conversions of existing fleet vehicles to zero-emission vehicles are made. However, unless the costs to produce such vehicles decrease dramatically, purchasers of our products will continue to depend in large part on financing subsidies from government agencies. We cannot be assured of the continued availability, the amounts of such assistance to our customers, or our ability to access such funds.

Sales revenue growth from additional products. We seek to add to our product offerings additional zero-emission vehicles of all sizes to be marketed, sold, warrantied and serviced through our developing distribution and service network, as well as add other ancillary products discussed elsewhere in this Quarterly Report.

Third-party contractors, suppliers and manufacturers. We rely upon third parties to supply us with raw materials, parts, components and services in adequate quantity in a timely manner and at reasonable prices, quality levels, and volumes acceptable to us. We also are solely reliant on one vendor which is a related party to provide all vehicles as there is currently no manufacturing in the United States.

Components of Results of Operations

Sales

~~Sales~~Under the vehicles segment, sales are recognized from the sales of new, purpose-built zero-emission electric vehicles and from providing vehicle maintenance and safety inspection services. ~~Revenue~~ Under the medical supplies segment, revenue is recognized at the point in time when control transfers to the customer, which ~~in this arrangement,~~ occurs when the medical gowns are delivered to the third party. Sales are recognized in accordance with ASC 606, as discussed in Note 2 to our unaudited consolidated financial statements included in this Quarterly Report.

Cost of Sales

Cost of sales for our electric vehicles segment includes those costs related to the development, manufacture, and distribution of our electric vehicles. Specifically, we include in cost of sales for our electric vehicles segment each of the following: material costs (including commodity costs); freight costs; labor and other costs related to the development and manufacture of our electric vehicles; and other associated costs. Cost of sales also includes costs related to the valuation of inventory due to impairment, obsolescence, or shrinkage. Cost of sales included in our medical supplies activities include direct labor and accessories such as tape, glues, etc. The main materials of our medical supplies segment are supplied by the customer.

General and Administrative Expenses

Selling, general and administrative expenses include all corporate and administrative functions that support our Company, including personnel-related expense and stock-based compensation costs; costs related to investor relations activities; including product recall and customer satisfaction program costs; consulting costs; marketing-related expenses; and other expenses that cannot be included in cost of sales.

Consulting and Research and Development Costs

These expenses are related to our consulting and research and development activity.

Other (Expense)Income, Net

Other (expense)/income include non-operating income and expenses, including interest income and expense, realized gain/(loss) on conversion of convertible notes and unrealized gain (loss) of financial instruments at fair value.

Provision for Income Taxes

We account for income taxes in accordance with ASC 740 which requires the recognition of deferred income tax assets and liabilities for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that we will not realize tax assets through future operations. Because we have incurred only losses to this point, no provision for income taxes has been made in ~~2024~~2025.

Results of Operations

The following discussion compares our results of operations for the three and ~~six~~nine months ended ~~June~~September 30, 2025 to the corresponding periods ended ~~June~~September 30, 2024:

Sales

Sales for the three months ended ~~June~~September 30, 2025 and 2024 were $1,~~047~~812,~~029~~461 and $~~812~~0,~~770,~~ respectively. Sales for the three months ended ~~June~~September 30, 2025 of our electric vehicle segment were ($~~25,237) as certain credit memos were issued for operational purposes~~0. Sales of our medical supplies segment consisted of delivery of medical supplies totaling $1,~~072~~812,~~266~~461 to a related party. Sales for the three months ended ~~June~~September 30, 2024 consisted primarily of five logistics cargo vans, one cab and chassis truck, one electric sweeper and one passenger van. The sales decrease in our electric vehicle segment was primarily due to less favorable market conditions.

Sales for the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024 were $13,~~637~~450,~~595~~056 and $1,623,260, respectively. Sales for the ~~six~~nine months ended ~~June~~September 30, 2025 of our electric vehicle segment were $348,063 and consisted primarily of two logistics cargo vans and two cab and chassis trucks. Sales of our medical supplies segment consisted of delivery of medical supplies totaling $13,~~289~~450,~~532~~056 to a related party. Sales for our medical supplies segment is based on a cost-plus pricing structure. The sales decrease in our electric vehicle segment was primarily due to less favorable market conditions.

Cost of Sales

Cost of sales for the three months ended ~~June~~September 30, 2025 and 2024 were $21,~~504~~731,~~746~~667 and $~~608~~133,~~947~~931, respectively. Cost of sales of our electric vehicles segment was $123,~~523,713~~311 for the three months ended ~~June~~September 30, 2025. Cost of sales of our medical supplies segment was $~~981~~1,~~033~~708,357 for the three months ended ~~June~~September 30, 2025. Cost of sales for our electric vehicles segment was related to ~~the~~certain ~~sales~~input ofcosts ~~the trucks~~ and ~~van~~certain ~~and~~miscellaneous ~~additional~~expenses ~~inventory~~incurred ~~write-downs~~ while cost of sales for our medical supplies segment was based on a cost-plus pricing structure to a related party. Cost of sales for the three months ended ~~June~~September 30, 2024 consisted of the costs related to the sale of the electric vehicles sold as described above.

Cost of sales for the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024 were $24,~~975~~707,~~921~~588 and $1,~~111~~245,~~218,~~149 respectively. Cost of sales of our electric vehicles segment was $1,~~788~~811,~~075~~386 for the ~~six~~nine months ended ~~June~~September 30, 2025. Cost of sales of our medical supplies segment was $12,~~187~~896,~~845~~202 for the ~~six~~nine months ended ~~June~~September 30, 2025. Cost of sales for our electric vehicles segment was related to the sales of ~~the~~electric ~~trucks~~vehicles and ~~van and~~ additional inventory write-downs of $1,172,302 while cost of sales for our medical supplies segment was based on a cost-plus pricing structure to a related party. Cost of sales for the ~~six~~nine months ended ~~June~~September 30, 2024 consisted of the costs related to the sale of the electric vehicles sold as described above.

General and Administrative ("G&A") Expenses

G&A expenses were $2,~~751~~781,~~788~~ 148 and $1,~~466~~395,~~748~~921 for the three months ended ~~June~~September 30, 2025 and 2024, respectively. G&A expenses increased primarily due to higher provision for doubtful receivables, higher legal and accounting costs due to additional resources required for compliance and other matters, higher commissions as investment banking fees for the convertible notes, higher rents due to the Houston facility, additional rentals for housing and equipment and higher amortization expense from the Maddox Acquisition.

G&A expenses were $69,~~354~~136,~~896~~044 and $46,~~660~~056,~~999~~919 for the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, respectively. G&A expenses increased primarily due to higher provision for doubtful receivables, higher legal and accounting costs due to additional resources required for compliance and other matters, higher payroll and contract labor for various operational projects at the Arkansas and Houston facilities, higher commissions as investment banking fees for the convertible notes, higher rents due to the Houston facility, additional rentals for housing and equipment and higher amortization expense from the Maddox Acquisition, partially offset by lower stock compensation costs due to favorable changes in the inputs to the valuation model.

Consulting Expenses

Consulting expenses were $4618,~~511~~750 and $55,000 for the ~~six~~three months ended ~~June~~September 30, 2025 and 2024, respectively. Consulting expenses were $65,261 and $55,000 for the nine months ended September 30, 2025 and 2024, respectively. These costs were incurred primarily for certain consulting services related to our medical supplies segment.

Research and Development ("R&D") Expenses

R&D expenses were $~~590~~43,~~121~~ 289 and $6120,~~616~~ 470 for the three months ended ~~June~~September 30, 2025 and 2024, respectively, as the level of activity increased. R&D expenses were $~~688~~731,~~519~~ 808 and $~~131~~152,~~880~~351 for the ~~six~~ nine months ended ~~June~~September 30, 2025 and 2024, respectively, primarily due to costs incurred in our drone segment to build certain prototypes.

Goodwill Impairment Charge

Due to our declining stock price, we conducted an impairment test related to our goodwill in the first quarter of 2025. As a result of this test, we recorded an impairment charge of $10,103,048 related to our goodwill for the three and ~~six~~ nine months ended ~~June~~ September 30, 2025. No impairment charges were recorded for the three and ~~six~~ nine months ended ~~June~~ September 30, 2024.

Impairment of Intangible Assets

During the third quarter of 2025, we conducted an impairment test related to our intangible assets due to among other things, the business environment within the medical supplies segment. As a result of this test, we recorded a non-cash impairment charge of $3,300,801 for the three and nine months ended September 30, 2025.

Unrealized loss on financial instruments at fair value

We recorded a non-cash unrealized loss of $~~290~~105,~~144~~785 for the three months ended ~~June~~ September 30, 2025 and an unrealized gain of $~~570~~403,~~519~~625 for the three months ended ~~June~~September 30, 2024, on our financial instruments that we elected to measure at fair value. We recorded a non-cash unrealized loss of $~~573~~679,~~937~~722 and $~~999~~595,~~408~~783 for the ~~six~~nine months ended ~~June~~ September 30, 2025 and 2024, respectively, on our financial instruments that we elected to measure at fair value. These valuations are directly impacted by the changes in our stock price which declined since the instruments were issued.

Realized loss on conversion of convertible notes

We recognized a loss of $76207,~~764~~027 and $283,791 due to the conversion of the Promissory Notes and Additional Promissory Notes into the shares of the Company's common stock for the three and ~~six~~ nine months ended ~~June~~ September 30, 2025., respectively

Cash Flows

The following table summarizes our cash flows from operating, investing, and financing activities for the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024:

	Six months ended June 30,
	Nine months ended September 30,
	2025			2024
Cash flows used in operating activities	$	(56,~~385~~295,~~357~~792	)	$	(12,~~700~~848,~~563~~876	)
Cash flows used in investing activities		(176,828	)		(~~135~~229,~~288~~029	)
Cash flows provided by financing activities		4,~~563~~609,~~245~~034			13,~~816~~303,~~196~~840
Net change in cash, restricted cash and cash equivalents	$	(~~998~~1,~~940~~863,586	)	$	~~(19~~225,~~655~~935	)

Operating Activities

Net cash used in operating activities for the ~~six~~nine months ended ~~June~~September 30, 2025 was $56,~~385~~295,~~357~~792, primarily due to a net loss of $1925,~~183~~540,~~118~~675, partially offset by changes in operating assets and liabilities, net of $13,~~897~~376,~~702~~ 310 and non-cash operating ~~changes~~charges of $1115,~~900~~868,~~059~~573. The changes in operating assets and liabilities, net ~~was~~ were due to a decrease in accounts receivable of $~~576~~591,~~374~~184, a decrease in inventory of $1,560,698, (as a ~~decrease~~result of an increase in ~~prepaid~~reserves ~~expenses~~of ~~and~~$1,184,731), ~~other~~a ~~current~~decrease ~~assets~~in prepaid expenses of $~~779~~793,~~123~~465, an increase in accounts payable of $~~694~~1,~~769~~461,854, an increase in ~~deferred~~accrued ~~revenue~~liabilities of $2700,~~284~~039,~~415~~ asan aincrease ~~result~~in ofdeferred ~~fundings~~revenue ~~from~~of ~~the EPA grants~~ $2,284,415 and an increase ~~of $508,381~~ in other liabilities ~~primarily from the capitalization~~ of ~~the Houston lease~~$432, 060, partially offset by an increase in receivables from a related party ~~receivable~~ of $1,~~161~~129,~~947 from our medical supplies segment~~007, an increase ~~in inventory deposits~~ of $2,743,291 in inventory deposits, an increase in other non-current assets of $~~568~~481,~~154~~795 (primarily from the ~~capitalization~~establishment of ~~the Houston lease as~~ a ROU asset) and aan ~~decrease~~increase in ~~accrued~~current ~~liabilities~~assets of $3293,~~666~~312.

Net cash used in operating activities for the ~~six~~nine months ended ~~June~~September 30, 2024 was $12,~~700~~848,~~563~~876, primarily due to a net loss of $56,~~287~~644,~~455~~237, partially offset by changes in operating assets and liabilities, net of $~~658~~1,~~185~~094,222 and non-cash operating charges of $2,~~928~~701,~~519~~139. The changes in operating assets and liabilities, net ~~was~~ were due to a decrease in inventory deposits of $443,074, a decrease in ~~prepaid expenses of $187,474, a decrease in~~ inventory of $127,372, a decrease in other assets of $~~164~~232,~~467~~102, an increase in accounts payable of $~~195~~317,~~786~~456 and an increase in accrued liabilities of $~~438~~700,~~089~~014, partially offset by an increase in accounts receivable of $~~733~~398,~~998~~297, ~~and~~ a decrease in other liabilities of $~~164~~215,~~079~~109 and an increase in prepaid expenses of $112,390.

We expect cash used in operating activities to fluctuate significantly in future periods as a result of a number of factors, some of which are outside of our control, including, among others: the success we achieve in generating revenue; the success we have in helping our customers obtain financing and government incentives to subsidize their purchases of our products; our ability to efficiently develop our dealer and service network; the costs of batteries and other materials utilized to make our products; the extent to which we need to invest additional funds in research and development; the amount of expenses we incur to satisfy future warranty claims, and the ability to engage in ~~supply~~ providing medical supplies to the federal government on a long-term basis.

Investing Activities

Net cash used in investing activities during the ~~six~~ nine months ended ~~June~~ September 30, 2025 was $176,828, primarily from the purchase of property and equipment ~~that is~~ used in our current operations.

Net cash used in investing activities during the ~~six~~ nine months ended ~~June~~ September 30, 2024 was $~~135~~229,~~288~~029, primarily from the purchase of property and equipment ~~that is~~ used in our current operations.

Financing Activities

Net cash provided by financing activities during the ~~six~~nine months ended ~~June~~ September 30, 2025 was $4,~~563~~609,~~245~~034 primarily from the issuance of the Additional Promissory Notes for $4,750,500 in net proceeds, partially offset by loan repayments of $~~187~~114,~~255~~466.

Net cash provided by financing activities during the ~~six~~ nine months ended ~~June~~September 30, 2024 was $13,~~816~~303,~~196~~840, primarily due to proceeds from the issuance of our common stock of $~~949~~1,799,248, proceeds from the issuance of a convertible note of $901,000, proceeds from the long-term loan arrangement with Phillip W, Oldridge of $300,000 and proceeds from issuance of debt for $~~232~~648,~~067~~937, partially offset by the repayment of debt of $~~266~~345,~~119~~345. ~~See Note 5~~ ~~- Debt to our unaudited consolidated financial statements included in this Quarterly Report for additional information regarding these financing activities.~~

Liquidity and Capital Resources

As of ~~June~~September 30, 2025, we had cash and cash equivalents of $~~942~~77,~~241~~ 595 and negative working capital of approximately $~~120~~499,~~030~~432. We believe that our existing cash and cash equivalents and current business plan that provides us with third-party financing may be sufficient to fund our operations during the next twelve months and beyond. However, we may not successfully execute our business plan, and if we do not, we may need additional capital to continue our operations and support the increased working capital requirements associated with the fulfillment of purchase orders.

In February 2022, we announced the planned acquisition of a manufacturing facility located in Osceola, Arkansas. The facility, comprising approximately 580,000 square feet, currently serves as our operational base and is intended to become our primary manufacturing site. While we commenced investment in the facility and operations are active under a lease structure, the underlying property transaction remains subject to final closing. We continue to work collaboratively with the City of Osceola to finalize terms related to site development, easements, and purchase conditions.

On February 12, 2025, we announced the relocation of our corporate headquarters and the establishment of a new 86,000 square foot facility in Houston, Texas. This strategic move reinforces our commitment to expanding U.S. manufacturing, strengthening fleet services, and supporting the growing demand for commercial electric vehicles. We opened our new corporate headquarters and manufacturing facility in 2025. ~~As a result of this relocation, we may incur additional capital expenditure and one-time relocation costs, which at the time of filing, are being estimated.~~

Amended and Restated Standby Equity Purchase Agreement

On October 31, 2024, ~~the~~we ~~Company~~ entered into the A&R SEPA with the Investor. The A&R SEPA amends and restates in its entirety the Original SEPA.

Pursuant to the A&R SEPA, except for so long as there is a balance outstanding under the Promissory Notes, we have the right, from time to time, until November 1, 2027, to require the Investor to purchase up to $25 million of shares of common stock, subject to certain limitations and conditions set forth in the A&R SEPA, by delivering written notice to the Investor. Pursuant to the A&R SEPA, the Investor advanced to ~~the~~us ~~Company~~ the Pre-Paid Advance in the amount of $3 million in exchange for ~~the Company’s~~ our issuance to the Investor of the Promissory Notes in two tranches, resulting in net proceeds (net of discounts and fees) to ~~the Company~~ us of $2,635,500. ~~The~~We ~~Company~~ received the first tranche of the Pre-Paid Advance in the principal amount of $2 million on October 31, 2024 in exchange for the Promissory Note dated October 31, 2024, and the second tranche of the Pre-Paid Advance in the principal amount of $1 million on December 17, 2024 in exchange for the Promissory Note dated December 17, 2024. The Promissory Notes will accrue interest on the outstanding principal balance at an annual rate equal to 0%, which will increase to an annual rate of 18% upon the occurrence of an Event of Default (as defined in the Promissory Notes) or a Registration Event (as defined in the Promissory Notes) for so long as such event remains uncured. The Promissory Notes will mature on November 13, 2025, which may be extended at the option of the Investor. The Promissory Notes are convertible at a conversion price equal to the lower of (i) $21.4800 per share or (ii) 93% of the lowest daily volume weighted average price of the Common Stock on Nasdaq as reported by Bloomberg L.P. during the five consecutive trading days immediately preceding the conversion date (but no lower than the “floor price” then in effect, which is $3.5800 per share, subject to adjustment from time to time in accordance with the terms contained in the Promissory Notes). Pursuant to the terms of the Original SEPA, ~~the Company~~ we issued 6,410 shares of common stock to the Investor as a commitment fee.

During the first quarter of 2025, the obligation under the EVTV-2 Promissory Note in the principal amount of $1 million was fully satisfied through the conversion of the EVTV-2 Promissory Note into shares of our common stock. As a result of this conversion, 174,348 shares of our common stock were issued at a weighted average price of $5.70. The ~~During the same quarter, the obligation under the EVTV-1 Promissory Note in the~~ principal ~~amount~~balance of ~~$2 million was partially satisfied through~~ the ~~conversion of the~~ EVTV-12 Promissory Note ~~into~~was ~~shares~~zero ~~of our common stock. As a result of this conversion~~on September 30, ~~149,030 shares of our common stock were issued at a weighted average price of $4~~2025.~~10.~~

During the ~~second~~first quarter of 2025, the obligation under the EVTV-1 Promissory Note in the principal amount of $2 million was partially satisfied through the conversion of the EVTV-1 Promissory ~~Notes~~Note into shares of our common stock. As a result of this conversion, 56149,~~144~~030 shares of our common stock were issued at a weighted average price of $24.5010. ~~The~~During ~~remaining~~the ~~principal~~second ~~balance~~quarter of 2025, the obligation under the EVTV-1 Promissory ~~Notes~~Note onwas ~~June~~partially ~~30,~~satisfied ~~2025~~through ~~was~~the $conversion of the EVTV-1~~,250,000.~~ APromissory ~~realized~~Note ~~gain~~into shares of ~~$4,145~~our ~~was~~common ~~recognized~~stock. asAs a result of this conversion, ~~for~~56,144 shares of our common stock were issued at a weighted average price of $2.38. The remaining principal balance of the ~~three~~EVTV-1 ~~months~~Promissory ~~ended~~Note ~~June~~on September 30, 2025, was $1,250,000.

Supplemental Agreement to A&R SEPA

On February 24, 2025, we entered into the Supplemental Agreement with the Investor, which amends and supplements the A&R SEPA to: (i) provide for the advancement by the Investor to us, subject to the satisfaction of certain conditions as set forth in the Supplemental Agreement, of the Additional Pre-Paid Advance in the principal amount of $5 million to be evidenced by the Additional Promissory Notes in two tranches, (ii) amend the maturity date for the EVTV-1 Promissory Note to March 9, 2026, and (iii) amend the floor price for the Note EVTV-1 to $0.7130 per share.

The Additional Promissory Notes accrue interest on the outstanding principal balance at an annual rate equal to 5%, which will increase to an annual rate of 18% upon the occurrence of an Event of Default (as defined in the Additional Promissory Notes) or a Registration Event (as defined in the Additional Promissory Notes) for so long as such event remains uncured. The Additional Promissory Notes will mature on March 9, 2026, which may be extended at the option of the Investor. The Additional Promissory Notes are convertible at a conversion price equal to the lower of (i) $10.00 per share or (ii) 93% of the lowest daily VWAP during the five consecutive trading days immediately preceding the conversion date (but no lower than the “floor price” then in effect, which is $0.7130 per share, subject to adjustment from time to time in accordance with the terms contained in the Additional Promissory Notes).

The first tranche of the Additional Pre-Paid Advance was disbursed on February 25, 2025 in the principal amount of $3 million (with net proceeds to us of approximately $2.7 million after deducting discounts and fees) as evidenced by the EVTV-3 Additional Promissory Note issued to the Investor on February 24, 2025. ~~The~~During ~~second~~the ~~tranche~~third quarter of 2025, the ~~Additional~~obligation ~~Pre~~under the EVTV-~~Paid~~3 Additional ~~Advance~~Promissory Note in the principal amount of $2 3 million was ~~advanced~~partially satisfied bythrough the ~~Investor~~conversion toof usthe ~~upon~~EVTV-3 Additional ~~approval~~Promissory byNote ~~our~~into ~~stockholders,~~shares atof aour ~~special~~common ~~meeting~~stock. ofAs ~~stockholders~~a ~~held~~result onof ~~May~~this 1conversion, ~~2025~~692,589 shares of ~~the~~our ~~issuance~~common ofstock ~~shares~~were issued at a weighted average price of ~~our~~$2.47. ~~common~~The ~~stock~~remaining inprincipal ~~excess~~balance of the ~~Exchange~~EVTV-3 Additional ~~Cap~~Promissory ~~(as~~Note ~~defined~~on inSeptember ~~the~~30, ~~A&R~~2025, ~~SEPA)~~was $1,600,000.

The second tranche of the Additional Pre-Paid Advance in the principal amount of $2 million was advanced by the Investor to us upon approval by our stockholders, at a special meeting of stockholders held on May 1, 2025, of the issuance of shares of our common stock in excess of the Exchange Cap (as defined in the A&R SEPA). The EVTV-4 Additional Promissory Note was disbursed to us on May 7, 2025. During the second quarter of 2025, the obligation under the EVTV-4 Promissory Note in the principal amount of $2 million was partially satisfied through the conversion of the EVTV-4 Promissory Note into shares of our common stock. As a result of this conversion, 853,275 shares of our common stock were issued at a weighted average price of $2.00. The remaining principal balance of the EVTV-4 Promissory Note on June 30, 2025, was $500,000. A realized loss of $80,909 was recognized as a result of this conversion for the three months ended June 30, 2025. During the third quarter of 2025, the remaining obligation under the EVTV-4 Additional Promissory Note was fully satisfied through the conversion of the EVTV-4 Additional Promissory Note into shares of our common stock. As a result of this conversion, 310,456 shares of the Company's common stock were issued at a weighted average price of $1.84.The principal balance of the EVTV-4 Additional Promissory Note was zero on September 30, 2025.

Capital Expenditures

We do not have any contractual obligations for ongoing capital expenditures at this time. We do, however, purchase equipment necessary to conduct our operations on an as needed basis and will continue increasing those expenditures as we transfer assembly and corporate functions to the Houston, Texas facility.

Contractual Obligations

Other than as disclosed in the unaudited consolidated financial statements in Item 1 of this Quarterly Report for the period ended ~~June~~September 30, 2025, we have no contractual obligations.

Critical Accounting Policies and Significant Judgments and Estimates

Our consolidated financial statements are prepared in accordance with GAAP. The preparation of our consolidated financial statements and related disclosures requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, costs and expenses, and the disclosure of contingent assets and liabilities in our financial statements. We base our estimates on historical experience, known trends and events and various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimates under different assumptions or conditions.

We define our critical accounting policies as those accounting principles under GAAP that require us to make subjective estimates and judgments about matters that are uncertain and are likely to have a material impact on our financial condition and results of operations as well as the specific manner in which we apply those principles.

Smaller Reporting Company Status

We are a “smaller reporting company” as defined in Rule 12b-2 under the Exchange Act. We may continue to be a smaller reporting company if either (i) the market value of our shares held by non-affiliates is less than $250 million measured on the last business day of our most recently completed second fiscal quarter or (ii) our annual revenue is less than $100 million during the most recently completed fiscal year and the market value of our shares held by non-affiliates is less than $700 million as of the last business day of our most recently completed second fiscal quarter. We may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not smaller reporting companies, including reduced disclosure about our executive compensation arrangements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

We are exposed to market risks in the ordinary course of our business. We do not currently face material market risks such as interest rate fluctuation risk ~~and foreign currency exchange risk~~. Our cash and cash equivalents include cash in readily available checking and money market accounts. These investments are not dependent on interest rate fluctuations that may cause the principal amount of these investments to fluctuate, and we do not expect such fluctuation will have a material impact on our financial conditions. If we issue additional debt in the future, we will be subject to interest rate risk. The majority of our expenses are denominated in the U.S. dollar.

We may face risks associated with the costs of raw materials, primarily batteries, as we go into production. To the extent these and other risks materialize, they could have a material effect on our operating results or financial condition. We currently anticipate that our international selling, marketing and administrative costs related to foreign sales, if any, will be largely denominated in United States dollars, which may create foreign currency exchange risk exposure.

ITEM 4. CONTROLS AND PROCEDURES

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, cannot provide absolute assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs. Similarly, an evaluation of controls cannot provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) for the quarter ended ~~June~~ September 30, 2025. Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures were not effective as of such time due to the material weakness described below:

We have been unable to maintain appropriate segregation of duties. We have yet to fully resolve such deficiencies as of the date of this filing. We have engaged, and continue to seek additional, experienced accounting professionals with relevant expertise to provide additional accounting services to supplement our efforts and mitigate the negative effects of our limited accounting staff.

Changes in Internal Control over Financial Reporting

There was no change in the Company’s internal control over financial reporting during the most recent three-month period covered by this Quarterly Report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Except as described in Note 11 - Contingencies, there were no material developments during the quarter ended ~~June~~September 30, 2025 in the legal proceedings described in our Annual Report on Form 10-K for the year ended December 31, 2024

ITEM 1A. RISK FACTORS

There were no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

A list of exhibits is set forth at the end of this Quarterly Report on Form 10-Q for the information required by this item.

Incorporated by Reference

Exhibit

Number

Exhibit Description

Form

File No.

Exhibit

Filing

Date

Filed

Herewith

3.1

Amended and Restated Certificate of Incorporation of the Company

1-A POS

024-10656

2.7

6/15/2017

3.2

Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company filed with the Secretary of State of Delaware on June 8, 2018

8-K

001-38078

3.1

6/11/2018

3.3

Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company filed with the Secretary of State of Delaware on May 26, 2021

8-K

001-38078

3.1

6/2/2021

3.4

Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company filed with the Secretary of State of Delaware on June 24, 2022

8-K

001-38078

3.1

6/28/2022

3.5

Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company filed with the Secretary of State of Delaware on August 6, 2025

8-K

001-38078

3.1

8/6/2025

3.6

Amended and Restated Bylaws of the Company

1-A POS

024-10656

2.8

6/15/2017

31.1

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

31.2

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

32.1#

18 U.S.C. Section 1350 Certification of Chief Executive Officer, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2#

18 U.S.C. Section 1350 Certification of Chief Financial Officer, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS

Inline XBRL Instance Document*

101.SCH

Inline XBRL Taxonomy Extension Schema Document*

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document*

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document*

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document*

101.DEF

Inline XBRL Taxonomy Extension Definitions Linkbase Document*

104

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

The information in Exhibits 32.1 and 32.2 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act (including this Quarterly Report), unless the Registrant specifically incorporates the foregoing information into those documents by reference.

*	In accordance with Rule 402 of Regulation S-T, this interactive data file is deemed not filed or part of this Quarterly Report for purposes of Sections 11 or 12 of the Securities Act or Section 18 of the Exchange Act and otherwise is not subject to liability under these sections.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Quarterly Report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Envirotech Vehicles, Inc.
Date: August 18, 2025	By:	/s/ Phillip W. Oldridge
Date: November 19, 2025	By:	/s/ Phillip W. Oldridge
		Phillip W. Oldridge
		Chief Executive Officer
		(Principal Executive Officer)
Date: August 18, 2025	By:	/s/ Jason Maddox
Date: November 19, 2025	By:	/s/ Jason Maddox
		Jason Maddox
		President and Interim Chief Financial Officer
		(Principal Financial and Accounting Officer)

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