Envirotech Vehicles, Inc. (EVTV) Earnings Call Transcript & Summary

Greetings. Welcome to the 2025 Special Meeting of Envirotech Vehicles Inc. [Operator Instructions] Please note, this conference is being recorded. I will now turn the conference over to your host, Phillip Oldridge, Chief Executive Officer and Chairman. Phil, please go ahead.

Good morning. Good morning, and hello, and welcome to the Special Meeting of the Stockholders of Envirotech Vehicles, Inc. My name is Phillip Oldridge, and I am the Chief Executive Officer and Chairman of the Board of Directors and will act as Chairman of the special meeting of the stockholders. Before I call the meeting to order, I would like to introduce the other members of the Board and the officers who are with us in person and virtually today. The other members of the Board that are in attendance for this meeting are Ms. Terri Elk White (sic) [ Ms. Terri White Elk ], Mr. Michael Di Pietro and Ms. Melissa Barcelos. Further and also in attendance today are our Chief Operating Officer, Elgin Tracy; our President and Interim Chief Financial Officer, Jason Maddox; and our Chief Communications Officer, Marek Albert. Okay, call to order. It is approximately 9:00 a.m. Pacific Time and 12:00 a.m. Eastern Time and -- okay. Call to order. It is approximately 9:00 a.m. Pacific Time and in accordance with the meeting notice on behalf of the Board of Directors, I call to order the special meeting of the stockholders. Record and date of proof of mailing of the notice. Will the Secretary please report at this time with respect to the record date, stockholders list and the mailing list of notice of the special meeting.

March 14, 2025, was set by resolutions of the Board of Directors as the record date for today's special meeting. A list of the registered stockholders on the record date was available for inspection by stockholders during the 10-day period prior to this meeting and will be available via the link on your virtual stockholder meeting screen. Notice of the special meeting was made available online and mailed on or about April 1, 2025, to all stockholders entitled to vote as of the record date, and the transfer agent has delivered an affidavit of mailing to show that notice of this meeting was given.

Inspector of Elections. At this time, I'd like to introduce Emily White of Issuer Direct Corporation, who has been appointed as the inspector of elections at this meeting. She has taken and described the customary oath of office to execute the duties of the Inspector of Elections with strict impartiality. We will file this oath with the records of the meeting. The function of the inspector of elections is to decide upon the qualification of voters, accept their votes and when balloting on all matters is complete to totality and their final notes. As of the record date, there were 23,106,392 shares of common stock outstanding and entitled to vote. Will the Secretary please report at this time with respect to the existence of a quorum?

Announcements of a quorum present. We have been informed by the inspector of elections that a preliminary count of the shares of common stock represented at this meeting virtually or by proxy show that the holders of more than a majority of the outstanding shares of common stock entitled to vote at the meeting is represented.

This constitutes a quorum for the meeting today. The meeting is now duly convened for the purposes of transacting business properly before it. Consideration of business listed in the notice of this meeting. We will now proceed with the formal business of this meeting. There are 3 proposals to be considered by the stockholders at this meeting, which I will summarize and are more fully described in the proxy statement for this meeting, which has been filed with the Securities and Exchange Commission and made available to the stockholders. Proposal 1, NASDAQ share issuance proposal. The first item of business is the approval for the purpose of NASDAQ Listing Rule 5635, subsection D of the issuance of shares of the company's common stock to YA II PN - Limited pursuant that to the certain amendment and restricted or restated standby equity purchase agreements dated October 31, 2024, as amended by the supplemental agreement dated February 24, 2025. We refer to this proposal as the NASDAQ share issuance proposal. Is there any discussions regarding this proposal at this time? With no discussions, I now move on to Proposal 2, reverse stock split proposal. The second item of business is the approval of an amendment to the company's amended and restated certificate of incorporation as amended to effect at the discretion of the company's Board of Directors, a reverse stock split of the common stock at a ratio in the range of 1:5 or to 1:10 with such ratio to be determined at the discretion of the Board. We refer to this proposal as the reverse stock split proposal. Is there any discussion regarding this proposal at this time? Moving on, Proposal 3, adjournment proposal. The third item of business is approved for one or more adjournments of the special meeting. If necessary, to solicit additional proxies in the event that there are not sufficient votes at this time of this meeting to approve the NASDAQ share issuance proposal or the reverse stock split, we refer to this proposal as the adjourned proposal. Is there any discussion regarding this proposal? That was the final proposal for today's meeting. The Secretary will now open the polls and describe the voting procedure.

The time is 9:08 a.m. Pacific Standard Time, and the polls are now open for voting on all matters to be presented. If you have already voted by proxy, then you do not need to vote in person at this meeting unless you would like to change your vote. If there is any stockholder present, whether or not you already submitted a proxy, who now wants to vote in person, please submit your votes via the virtual portal. [Voting]

It appears that no additional votes are coming in. The time is now 9:10 a.m. Pacific Standard Time, and the polls are now closed for voting.

Announcement of results of voting. Will the Inspector of Elections please report the preliminary vote count.

Inspector of Elections covering the proposals presented at this meeting is as follows: one, the holders of a majority and voting power of shares of common stock present virtually or represented by proxy and entitled to vote have approved the NASDAQ share issuance proposal; two, the highest number of votes cast on the reverse stock split proposal has voted to approve this proposal; three, the holders of a majority and voting power of the shares of common stock present virtually or represented by proxy and entitled to vote have approved the adjournment proposal. A full tally of the votes will be published in the current report on the Form 8-K, which will be filed with the Securities and Exchange Commission within 4 business days.

Thank you for attending today's meeting. The meeting is now adjourned.