UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): ~~February~~March 96, 2026

ENVIROTECH VEHICLES, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-38078		46-0774222
(Commission File Number)		(IRS Employer Identification No.)
7510 Ardmore Street Houston, TX		77054
(Address of Principal Executive Offices)		(Zip Code)

(870) 970-3355

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

☐ Pre -commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

☐ Pre -commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 31.01. ~~Notice~~Entry ofinto ~~Delisting or Failure to Satisfy~~ a ~~Continued~~Material ~~Listing~~Definitive ~~Rule or Standard; Transfer of Listing~~Agreement.

AsOn ~~previously~~March ~~reported~~6, in2026, ~~the Current Report on Form 8-K filed by~~ Envirotech Vehicles, Inc., a Delaware corporation (the “Company”), ~~with~~entered ~~the~~into ~~Securities~~a ~~and~~securities ~~Exchange~~purchase ~~Commission~~agreement (the “~~SEC~~Purchase Agreement”) onwith ~~November~~YA ~~17,~~II ~~2025~~PN, onLtd. ~~November~~(the 12“Buyer”), ~~2025,~~pursuant ~~Melissa~~to ~~Barcellos~~which ~~informed~~ the Company ~~that~~agreed ~~she~~to ~~would~~issue ~~not~~and ~~stand~~sell ~~for~~to ~~re-election~~the Buyer, and the Buyer agreed to purchase from the Company’s, ~~Board~~debentures (the “Debentures”) in the aggregate principal amount of ~~Directors~~$11,000,000 (the “~~Board~~Subscription Amount”) ~~upon~~in ~~expiration~~two tranches with the purchase price of ~~her~~the ~~current~~Debentures ~~term~~in aseach atranche ~~Class~~being IIequal ~~director~~to at96% of the Subscription Amount to be purchased. The closing of the initial tranche of Debentures occurred on March 6, 2026 (the “First Closing”), in which the Company’s ~~2025~~issued ~~Annual~~Debentures ~~Meeting~~in the aggregate principal amount of ~~Stockholders~~$4,000,000 (the “~~2025~~First ~~Annual~~Closing ~~Meeting~~Debentures”) to the Buyer. ~~The~~Pursuant ~~2025~~to ~~Annual~~the ~~Meeting~~Purchase ~~was~~Agreement, ~~reconvened~~the Company and ~~held~~the onBuyer ~~February~~have 3agreed that the closing of the second tranche of the remaining $7,000,000 ~~2026~~in aggregate principal amount of the Debentures (the “Second Closing” and such Debentures, ~~after~~the ~~being~~“Second ~~adjourned~~Closing Debentures”) will occur on ~~each~~or before the first business day after the registration statement filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) registering the resale of ~~December~~the 30shares of the Company’s common stock, ~~2025~~$0.00001 par value per share (“Common Stock”), issuable upon exercise of the Warrants (as defined below) and ~~January~~no 20less than 10,000,000 ~~2026~~shares of Common Stock issuable pursuant to the Amended and Restated Standby Equity Purchase Agreement, ~~due~~dated October 31, 2024, by and between the Company and the Buyer, as amended and supplemented by the Supplemental Agreement, dated February 24, 2025 (such registration statement, the “Resale Registration Statement”), has been declared effective (such date, the “Effective Date”) and subject to the satisfaction or waiver of customary closing conditions set forth in the Purchase Agreement. The sale of the Debentures to the Buyer is expected to result in gross proceeds to the Company of approximately $10.5 million, after deducting a ~~lack~~one-time due diligence and structuring fee to the Buyer of ~~quorum~~$25,000 but before deducting any other fees and expenses.

OnIn ~~February 9~~addition, ~~2026,~~in ~~the~~connection ~~Company~~with ~~notified~~the ~~The~~First ~~Nasdaq Stock Market LLC (“Nasdaq”) that~~Closing, ~~due~~as toa ~~the~~commitment ~~resignation~~fee offor ~~Ms. Barcellos from~~ the ~~Board~~transactions ~~and~~contemplated ~~its~~by ~~committees effective as of~~ the ~~2025~~Purchase ~~Annual Meeting~~Agreement, the Company ~~was~~issued noto ~~longer~~the inBuyer ~~compliance~~warrants ~~with~~to ~~Nasdaq~~purchase ~~Listing~~up ~~Rule~~to ~~5605(b)(~~1),291,778 ~~requiring~~shares ~~that~~of aCommon ~~majority~~Stock ofat ~~the~~an ~~Board~~exercise ~~consist~~price of ~~independent~~$0.01 ~~directors,~~per ~~and~~share ~~Nasdaq~~(the ~~Listing~~“Warrants”). ~~Rule~~The ~~5605(c)(2)(A),~~Warrants ~~requiring~~are ~~that~~immediately ~~the~~exercisable ~~Audit~~and ~~Committee~~will ofexpire ~~the~~60 ~~Board~~months (from the ~~“Audit~~date ~~Committee”)~~of ~~consist~~issuance. ofThe atWarrants ~~least~~include ~~three~~customary ~~members~~adjustment ~~meeting~~provisions ~~the~~for ~~criteria~~stock ~~set~~splits, ~~forth~~combinations ~~therein~~and similar events.

OnThe ~~February~~Debentures ~~12,~~bear ~~2026,~~interest ~~the~~at ~~Company~~a ~~received~~rate of 5.0% per annum, subject to a ~~notice~~potential ~~from~~increase to 18.0% per annum upon the ~~Listing~~occurrence ~~Qualifications~~of ~~Department~~certain events of ~~Nasdaq~~default. ~~confirming~~The Debentures mature on March 6, 2027 (the ~~availability~~“Maturity ofDate”). The Company will repay the ~~cure~~outstanding ~~period~~principal ~~under~~of ~~Nasdaq~~the ~~Listing~~Debentures ~~Rule~~in ~~5605~~monthly installments of (bi)~~(1)(A)~~ ~~and~~$363,636 ~~Nasdaq~~for ~~Listing~~the ~~Rule~~First ~~5605~~Closing Debentures and (cii)~~(4)~~ $636,364 ~~permitting~~for the ~~Company~~Second toClosing ~~regain~~Debentures, ~~compliance~~in ~~with~~each ~~Nasdaq~~case, ~~Listing~~plus ~~Rule~~accrued ~~5605(b)(1)~~ and ~~Nasdaq~~unpaid ~~Listing~~interest, ~~Rule~~in ~~5605(c)(2)(A)~~cash, bybeginning on the earlier of the ~~Company’s~~30th ~~next~~calendar ~~annual~~day ~~meeting~~following the effectiveness of ~~stockholders~~the Resale Registration Statement or ~~February~~June 36, ~~2027~~2026, ~~or,~~with ifall remaining outstanding principal plus accrued and unpaid interest due in full on the ~~next~~Maturity ~~annual~~Date. ~~meeting~~Any outstanding principal amount of, ~~stockholders~~and isaccrued ~~held~~and ~~before~~unpaid ~~August~~interest 3on, ~~2026,~~the ~~then~~Debentures as of the ~~Company~~Maturity ~~must~~Date ~~evidence~~will ~~compliance~~be nodue ~~later~~and ~~than~~payable ~~August~~on 3,the ~~2026~~Maturity Date.

The Debentures provide the Company ~~intends~~with an optional redemption right pursuant to ~~regain~~which ~~compliance~~the asCompany, ~~soon~~at asany ~~possible~~time, ~~and~~may ~~the~~redeem ~~Board~~in ~~will~~cash, ~~add~~in awhole ~~new~~or ~~independent~~in ~~director~~part, ~~who~~all ~~satisfies~~amounts outstanding under the ~~applicable~~Debentures ~~requirements~~prior ofto the ~~Nasdaq~~Maturity ~~Listing~~Date. ~~Rules~~The ~~prior~~redemption amount shall be equal to the ~~expiration~~outstanding principal balance of the ~~cure~~Debentures ~~period~~being ~~described~~redeemed ~~above~~by the Company, plus all accrued and unpaid interest thereon as of such redemption date.

~~Item~~The 8Purchase Agreement contains customary representations, warranties, conditions and indemnification obligations of the parties.~~01. Other~~ ~~Events~~The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the parties.

AsThe ~~previously~~foregoing ~~reported~~descriptions inof the ~~Company’s~~Purchase ~~Current~~Agreement, ~~Report~~the onDebentures ~~Form~~and ~~8-K~~the ~~filed~~Warrants ~~with~~do ~~the~~not ~~SEC~~purport onto ~~January~~be ~~20,~~complete ~~2026,~~and ~~the~~are qualified ~~Company~~in ~~received~~their aentirety ~~letter~~by ~~from~~reference to the ~~Listing~~full ~~Qualifications~~text ~~Department~~ of ~~Nasdaq notifying~~ the ~~Company~~Purchase ~~that~~Agreement, ~~since~~ the ~~Company~~form ~~had~~of ~~not~~Debenture ~~yet~~and ~~held~~the ~~its~~form ~~annual meeting~~ of ~~stockholders~~Warrant, ~~within~~copies ~~twelve~~of ~~months~~which ofare ~~the~~filed ~~Company’s~~herewith ~~fiscal~~as ~~year~~Exhibits ~~end~~10.1, it4.1 noand ~~longer~~4.2, ~~complied~~respectively, ~~with~~and ~~Nasdaq~~are ~~Listing~~incorporated ~~Rule~~herein ~~5620(a)~~by reference.

AsItem ~~previously~~2.03. Creation ~~reported~~of ina ~~the~~Direct ~~Company’s~~Financial ~~Current~~Obligation ~~Report~~or onan ~~Form~~Obligation ~~8-K~~under ~~filed~~an ~~with~~Off-Balance ~~the~~Sheet ~~SEC~~Arrangement onof ~~February~~a ~~4, 2026, the Company reconvened and held its 2025 Annual Meeting on February 3, 2026~~Registrant.

OnThe ~~February~~information ~~12,~~contained ~~2026,~~in ~~the~~Item ~~Company~~1.01 ~~received notice from the Listing Qualifications Department~~ of ~~Nasdaq~~this ~~that~~Current ~~the~~Report ~~Company~~on ~~has~~Form ~~regained~~8-K ~~compliance~~is ~~with~~incorporated ~~Nasdaq~~by ~~Listing~~reference ~~Rule~~herein ~~5620(a)~~in ~~and~~its ~~that the matter is now closed~~entirety.

Item 3.02. Unregistered Sales of Equity Securities.

The information contained in Item 1.01 of this Current Report on Form 8-K relating to the Warrants is incorporated by reference herein. Based in part of the representations of the Buyer in the Purchase Agreement, the Warrants were, and the shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”) will be, issued by the Company in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and the offer and sale of the Warrants and the Warrant Shares by the Company has not been registered under the Securities Act or any state securities laws. Such Warrants and Warrant Shares may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the securities discussed herein, nor shall there be any offer, solicitation or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events, expectations or actions and involve known and unknown risks, uncertainties and other factors that could cause the Company’s actual results, levels of activity, performance or achievement to differ materially from those expressed or implied by these forward-looking statements. These risks and uncertainties include the Company’s ability to ~~regain~~satisfy ~~and~~the ~~maintain~~conditions ~~compliance~~under ~~with~~the ~~Nasdaq’s~~Purchase ~~continued listing requirements~~Agreement, market conditions and other risks detailed in the Company’s most recent Annual Report on Form 10-K and the Company’s subsequent periodic reports and other filings with the SEC. You are cautioned not to place undue reliance on forward-looking statements, which are based on the Company’s current expectations and assumptions and speak only as of the date of this Current Report on Form 8-K. The Company does not intend to revise or update any forward-looking statement in this Current Report on Form 8-K as a result of new information, future events or otherwise, except as required by law.

Item 9.01 Financial Statements and Exhibits

(a) Exhibits

Number		Description
4.1		Form of Debenture.
4.2		Form of Warrant.
10.1*		Securities Purchase Agreement, dated as of March 6, 2026, between Envirotech Vehicles, Inc. and the investor listed on Schedule I thereto.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Certain schedules and exhibits have been omitted in accordance with Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ENVIROTECH VEHICLES, INC.
Date: February 13, 2026	By:	/s/ Phillip W. Oldridge
Date: March 9, 2026	By:	/s/ Phillip W. Oldridge
		Phillip W. Oldridge
		Chief Executive Officer

Filing Compare · Envirotech Vehicles, Inc.