Nasdaq warns Envirotech Vehicles (EVTV) over delayed annual shareholder meeting

Rhea-AI Filing Summary

Envirotech Vehicles, Inc. received a notice from Nasdaq that it is not in compliance with Nasdaq Listing Rule 5620(a) because it has not held its annual stockholder meeting within twelve months of its fiscal year end. The company has 45 days from January 15, 2026, to submit a compliance plan, and, if accepted, may have until June 29, 2026, to regain compliance by holding the meeting.

The 2025 Annual Meeting, originally set for December 30, 2025, was adjourned first to January 20, 2026, and then again to February 3, 2026, due to a lack of quorum. Envirotech is actively soliciting additional votes, has retained proxy solicitor InvestorCom LLC for an estimated fee of about $12,500 plus expenses, and is encouraging stockholders of record as of November 13, 2025, to vote before the reconvened meeting.

Positive

• None.

Negative

• Nasdaq listing deficiency notice: Envirotech Vehicles is currently not in compliance with Nasdaq Rule 5620(a) for failing to hold its annual meeting within twelve months of fiscal year end, creating listing-risk until compliance is restored.

Insights

Equity governance and listing standards analyst

Nasdaq noncompliance notice raises listing-risk until the annual meeting is held.

Envirotech Vehicles has been notified by Nasdaq that it is out of compliance with Rule 5620(a) for failing to hold an annual meeting within twelve months of its fiscal year end. The company must submit a compliance plan within 45 days of the January 15, 2026 notice, and Nasdaq may allow up to June 29, 2026 to regain compliance by holding the meeting.

The 2025 annual meeting has already been adjourned twice, most recently to February 3, 2026, due to a lack of quorum. This shows meaningful stockholder engagement challenges, since routine annual meetings typically achieve quorum without multiple adjournments.

The company has hired proxy solicitor InvestorCom LLC with estimated fees of about $12,500 plus expenses to help secure enough votes. Actual resolution will depend on stockholder participation at or before the reconvened meeting on February 3, 2026, and on Nasdaq’s response to the company’s compliance plan.

8-K Event Classification

2 items: 3.01, 8.01

2 items

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice or transferred its listing to a different exchange.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Understanding 8-K Material Events →

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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): January 15, 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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On January 15, 2026, Envirotech Vehicles, Inc., a Delaware corporation (the “Company”), received a letter (the “Notice”) from the Listing Qualifications Department (the “Department”) of The Nasdaq Stock Market LLC (“Nasdaq”), notifying the Company that, since the Company had not yet held its annual meeting of stockholders within twelve months of the Company’s fiscal year end, it no longer complied with Nasdaq Listing Rule 5620(a). Under Nasdaq Listing Rule 5810(c)(2)(G), the Company has 45 calendar days following receipt of the Notice, or until March 2, 2026, to submit a plan to regain compliance (the “Compliance Plan”). If the Department accepts the Compliance Plan, the Department can grant an exception of up to 180 calendar days from the fiscal year end, or until June 29, 2026, for the Company to regain compliance.

As previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on December 30, 2025, the Company adjourned its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) until January 20, 2026, to allow the Company’s stockholders additional time to vote on the proposals described in the Company’s proxy statement for the Annual Meeting. As described in Item 8.01 below, the Annual Meeting was reconvened on January 20, 2026 and adjourned until February 3, 2026, at 9:00 a.m., Pacific Time, due to a lack of quorum.

Accordingly, the Company intends to submit the Compliance Plan within the required timeframe and, subject to the Department’s acceptance of such plan, regain compliance with Nasdaq’s continued listing requirements by holding its Annual Meeting prior to June 29, 2026.

Item 8.01. Other Events.

On January 20, 2026, the Company commenced the Annual Meeting, as previously scheduled following its initial adjournment on December 30, 2025, and adjourned the Annual Meeting until February 3, 2026, at 9:00 a.m., Pacific Time, due to a lack of quorum. The Annual Meeting was adjourned to allow the Company’s stockholders additional time to vote on the proposals described in the Company’s proxy statement for the Annual Meeting.

The close of business on November 13, 2025, will continue to be the record date for the determination of stockholders of the Company entitled to vote at the Annual Meeting. Stockholders may cast their votes by visiting https://www.iproxydirect.com/EVTV before the reconvened Annual Meeting or HTTPS://EDGE.MEDIASERVER.COM/MMC/GO/EVTV2025AGM during the reconvened Annual Meeting. Stockholders of the Company who have previously submitted their proxy or otherwise voted and who do not want to change their vote do not need to take any action. During the period of the adjournment, the Company will continue to solicit votes from its stockholders with respect to the proposals for the Annual Meeting.

The Company has engaged a proxy solicitor, InvestorCom LLC, to assist the Company’s Board of Directors and management in obtaining adequate votes to achieve the required quorum for the Annual Meeting. The Company estimates that its proxy solicitation fees payable to InvestorCom LLC will total approximately $12,500, plus customary out-of-pocket expenses.

The Company encourages all stockholders of record as of the close of business on November 13, 2025, who have not yet voted, to do so by February 2, 2026, at 8:59 p.m., Pacific Time. Notwithstanding the foregoing, any votes properly received before the close of the adjourned Annual Meeting on February 3, 2026, will be accepted.

Additional Information and Where to Find It

This document may be deemed to be solicitation material in respect of the Annual Meeting to be held on February 3, 2026. The Company previously filed a definitive proxy statement with the SEC on November 17, 2025. BEFORE MAKING ANY VOTING DECISIONS, SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE ADJOURNED MEETING. The definitive proxy statement has been mailed to stockholders who are entitled to vote at the Annual Meeting. No changes have been made in the proposals to be voted on by stockholders at the Annual Meeting. The Company’s proxy statement and any other materials filed by the Company with the SEC can be obtained free of charge at the SEC’s website at www.sec.gov.

Participants in the Solicitation

The Company and its directors and executive officers and other employees may be deemed to be participants in the solicitation of proxies in respect of the adjourned Annual Meeting.

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 and maintain compliance with Nasdaq’s continued listing requirements, 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.

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: January 20, 2026	By:	/s/  Phillip W. Oldridge
		Phillip W. Oldridge
		Chief Executive Officer

FAQ

Why did Envirotech Vehicles (EVTV) receive a Nasdaq noncompliance notice?

Envirotech Vehicles received a letter from Nasdaq’s Listing Qualifications Department on January 15, 2026, stating it is not in compliance with Listing Rule 5620(a) because it had not held its annual meeting of stockholders within twelve months of its fiscal year end.

How long does Envirotech Vehicles (EVTV) have to regain Nasdaq compliance?

The company has 45 calendar days from January 15, 2026, to submit a plan to regain compliance. If Nasdaq accepts the plan, it can grant an exception of up to 180 days from fiscal year end, through June 29, 2026, for Envirotech to hold its annual meeting and regain compliance.

What is happening with Envirotech Vehicles’ 2025 Annual Meeting of Stockholders?

The 2025 Annual Meeting was first adjourned from December 30, 2025, to January 20, 2026, and then adjourned again on January 20, 2026, to February 3, 2026, at 9:00 a.m. Pacific Time, both times due to a lack of quorum.

Who can vote at Envirotech Vehicles’ reconvened 2025 Annual Meeting and how?

Stockholders of record at the close of business on November 13, 2025, are entitled to vote. They may vote by visiting https://www.iproxydirect.com/EVTV before the reconvened meeting or HTTPS://EDGE.MEDIASERVER.COM/MMC/GO/EVTV2025AGM during the reconvened meeting.

Has Envirotech Vehicles hired a proxy solicitor for the 2025 Annual Meeting?

Yes. The company engaged InvestorCom LLC to assist its board and management in obtaining sufficient votes for quorum. Envirotech estimates proxy solicitation fees of approximately $12,500 plus customary out-of-pocket expenses.

What does Envirotech Vehicles plan to do to address the Nasdaq notice?

The company intends to submit a compliance plan to Nasdaq within the required timeframe and aims to regain compliance by holding its annual meeting before June 29, 2026, subject to Nasdaq’s acceptance of the plan.