Form 10-Q - Quarterly report [Sections 13 or 15(d)]

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 September 30, 2024

☐	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.)

1425 Ohlendorf Road

Osceola, AR 72370

(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 November 11, 2024 was 16,772,612.

ENVIROTECH VEHICLES, INC. AND SUBSIDIARIES

TABLE OF CONTENTS

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED September 30, 2024

		PAGE
Special Note Regarding Forward-Looking Statements		1

Part I. FINANCIAL INFORMATION

Item 1. Financial Statements:		2
	Unaudited Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023	2
	Unaudited Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2024 and 2023	3
	Unaudited Consolidated Statement of Stockholders’ Equity for the Three and Nine Months Ended September 30, 2024 and 2023	4
	Unaudited Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2024 and 2023	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 (“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,” “plan,” “potential,” “should,” “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 special note 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 include, among other things:

•

our ability to generate demand for our zero-emission commercial fleet vehicles 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 effectively and quickly from low volume production to high volume production;

	•	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 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;

•

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;

	•	our ability to respond and adapt to changes in electric vehicle 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; and

	•	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.

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. Factors that may cause or contribute to such differences include, but are not limited to, those discussed in greater detail, particularly 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 we 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 (the "SEC") on March 28, 2024. In light of the significant risks and uncertainties to which our forward-looking statements are subject, you should not place undue reliance on 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. 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)

	*September 30,*			*December 31,*
	*2024*			*2023*
ASSETS
Current assets:
Cash and cash equivalents	$	682,654		$	456,719
Accounts receivable, net of allowance of $17,611 and $20,929 respectively		1,090,399			692,102
Inventory, net		6,703,221			6,830,593
Inventory deposits		2,857,314			3,300,388
Prepaid expenses		726,628			614,238
Other current assets		177,930			162,119
Total current assets		12,238,146			12,056,159
Property and equipment, net		441,728			320,687
Right-of-use asset		316,767			538,932
Goodwill		9,583,836			9,583,836
Other non-current assets		252,807			153,555
Total assets	$	22,833,284		$	22,653,169

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,082,445		$	760,802
Accrued liabilities		1,114,307			452,236
Operating lease liability - short-term		313,479			291,263
Options liability, at fair value		471,014			—
Notes payable - current		590,274			269,245
Total current liabilities		3,571,519			1,773,546
Long-term liabilities
Operating lease liability - long-term		—			235,625
Related party note		303,000			—
Notes payable - long-term		5,731			10,420
Total liabilities		3,880,250			2,019,591

Stockholders’ equity:
Preferred stock, 5,000,000 authorized, $0.00001 par value per share, none issued and outstanding as of September 30, 2024, and December 31, 2023		—			—
Common stock, 350,000,000 authorized, $0.00001 par value per share, 16,772,612 and 15,171,748 issued and outstanding as of September 30, 2024, and December 31, 2023, respectively		170			152
Additional paid-in capital		90,087,804			85,245,925
Accumulated deficit		(71,134,940	)		(64,612,499	)
Total stockholders’ equity		18,953,034			20,633,578
Total liabilities and stockholders’ equity	$	22,833,284		$	22,653,169

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 Nine Months Ended*
	*September 30,*			*September 30,*			*September 30,*			*September 30,*
	*2024*			*2023*			*2024*			*2023*
Sales	$	—		$	100,024		$	1,623,260		$	2,756,103
Cost of sales		133,931			80,283			1,245,149			1,739,005
Gross profit		(133,931	)		19,741			378,111			1,017,098
Operating expenses
General and administrative		1,395,921			2,578,727			6,056,919			6,785,405
Consulting		55,000			(13,312	)		55,000			207,930
Research and development		20,470			46,734			152,351			175,546
Goodwill impairment charge		—			3,392,129			—			3,392,129
Total operating expenses, net		1,471,391			6,004,278			6,264,270			10,561,010
Loss from operations		(1,605,322	)		(5,984,537	)		(5,886,159	)		(9,543,912	)
Other (expense)/income:
Interest (expense) income, net		(30,874	)		(2,647	)		(38,084	)		43,455
Unrealized gain (loss) on financial instruments at fair value		403,625			—			(595,783	)		—
Other expense		(2,415	)		(1,239	)		(2,415	)		(9,903	)
Total other (expense)/income		370,336			(3,886	)		(636,282	)		33,552
Loss before income taxes		(1,234,986	)		(5,988,423	)		(6,522,441	)		(9,510,360	)
Income tax expense		—			—			—			—
Net loss	$	(1,234,986	)	$	(5,988,423	)	$	(6,522,441	)	$	(9,510,360	)
Net loss per share to common stockholders:
Basic and diluted	$	(0.08	)	$	(0.40	)	$	(0.41	)	$	(0.63	)
Weighted shares used in the computation of net loss per share:
Basic and diluted		16,302,177			15,068,208			15,872,826			15,036,967

See Accompanying Notes to Unaudited Consolidated Financial Statements.

ENVIROTECH VEHICLES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

Three and Nine Months Ended September 30, 2024 and 2023

(unaudited)

					*Additional*
	*Common Stock*				*Paid-In*		*Accumulated*			*Stockholders’*
	*Shares*		*Amount*		*Capital*		*Deficit*			*Equity*
Balance, December 31, 2023		15,171,748	$	152	$	85,245,925	$	(64,612,499	)	$	20,633,578
Common stock issued for cash		348,889	$	3		585,496					585,499
Stock based compensation		—		—		1,818,383		—			1,818,383
Net loss		—		—		—		(4,532,363	)		(4,532,363	)
Balance, March 31, 2024		15,520,637	$	155	$	87,649,804	$	(69,144,862	)	$	18,505,097
Common stock issued for cash		170,774		4		363,745		—			363,749
Stock based compensation		—		—		35,045		—			35,045
Net loss		—		—		—		(755,092	)		(755,092	)
Balance, June 30, 2024		15,691,411	$	159	$	88,048,594	$	(69,899,954	)	$	18,148,799
Common stock issued for cash		512,047		5		849,995		—			850,000
Conversion of short-term note to common stock		505,051		5		1,046,254		—			1,046,259
Common stock issued - commitment fee (equity line of credit)		64,103		1		124,999		—			125,000
Stock based compensation		—		—		17,962		—			17,962
Net loss		—		—		—		(1,234,986	)		(1,234,986	)
Balance, September 30, 2024		16,772,612	$	170	$	90,087,804	$	(71,134,940	)	$	18,953,034

					*Additional*
	*Common Stock*				*Paid-In*			*Accumulated*			*Stockholders’*
	*Shares*		*Amount*		*Capital*			*Deficit*			*Equity*
Balance, December 31, 2022		15,021,088	$	150	$	83,923,350		$	(51,928,520	)	$	31,994,980
Stock based compensation		—		—		87,144			—			87,144
Net loss		—		—		—			(2,267,908	)		(2,267,908	)
Balance, March 31, 2023		15,021,088	$	150	$	84,010,494		$	(54,196,428	)	$	29,814,216
Stock based compensation		—		—		105,166			—			105,166
Net loss		—		—		—			(1,254,029	)		(1,254,029	)
Balance, June 30, 2023		15,021,088	$	150	$	84,115,660		$	(55,450,457	)	$	28,665,353
Common stock issued for services		85,000		1		(1	)		—			—
Stock based compensation		—		—		1,105,074			—			1,105,074
Net loss		—		—		—			(5,988,423	)		(5,988,423	)
Balance, September 30, 2023		15,106,088	$	151	$	85,220,733		$	(61,438,880	)	$	23,782,004

See Accompanying Notes to Unaudited Consolidated Financial Statements.

ENVIROTECH VEHICLES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

	*Nine Months Ended*
	*September 30,*
	*2024*			*2023*
Cash flows from operating activities:
Net loss	$	(6,522,441	)	$	(9,510,360	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		112,174			93,737
Unrealized loss on marketable securities		595,783			9,903
Stock based compensation expense		1,871,386			1,297,384
Goodwill impairment charge		—			3,392,129
Changes in assets and liabilities:
Accounts receivable		(398,297	)		449,322
Inventory		127,372			(1,210,921	)
Inventory deposits		443,074			1,696,180
Prepaid expenses		(112,390	)		3,190
Other assets		232,102			(112,382	)
Accounts payable		317,456			90,272
Accrued liabilities		700,014			(238,030	)
Other liabilities		(215,109	)		—
Net cash used in operating activities		(2,848,876	)		(4,039,576	)
Cash flows from investing activities:
Purchase of property and equipment		(229,029	)		(36,331	)
Sale of marketable securities		—			2,342,643
Net cash (used in) provided by investing activities		(229,029	)		2,306,312
Cash flows from financing activities:
Proceeds from issuance of common stock		1,799,248			—
Proceeds from issuance of convertible note		901,000			—
Proceeds from related party loan		300,000			—
Proceeds from debt		648,937			—
Principal repayments on debt		(345,345	)		(213,161	)
Net cash provided by (used in) by financing activities		3,303,840			(213,161	)
Net change in cash, restricted cash and cash equivalents		225,935			(1,946,425	)
Cash and cash equivalents at the beginning of the period		456,719			2,825,467
Cash and cash equivalents at the end of the period	$	682,654		$	879,042
Supplemental cash flow disclosures:
Cash paid for interest expense	$	14,623		$	5,808
Non-cash common stock issued for services	$	—		$	1
Stock issued for equity line of credit commitment fees	$	125,000		$	—
Cancellation of Convertible note cancelled and transferred to Notes payable - current	$	1,025,743		$	—
Conversion of short-term note to common stock	$	1,046,259		$	—
Capital expenditures unpaid on 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. (the “Company”), including its consolidated subsidiaries, is a provider of purpose-built zero-emission electric vehicles focused on reducing the total cost of vehicle ownership and helping fleet operators unlock the benefits of green technology. The Company serves commercial and last-mile fleets, school districts, public and private transportation service companies, and colleges and universities to meet the increasing demand for light to heavy-duty electric vehicles. The Company’s vehicles address the challenges of traditional fuel price cost instability and local, state, and federal regulatory compliance.

2.	Summary of Significant Accounting Policies

Basis of Presentation—The consolidated financial statements and related disclosures include the consolidated balance sheet accounts as of September 30, 2024 and the consolidated results of operations for the three and nine months ended September 30, 2024 of Envirotech Vehicles, Inc. and subsidiaries. These consolidated financial statements are unaudited, pursuant to the rules and regulations of the SEC. 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, 2023 and 2022 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 28, 2024. The results of operations for the three and nine months ended September 30, 2024 are not necessarily indicative of the results to be expected for the full year.

Principles of Consolidation—The accompanying financial statements reflect the consolidation of the financial statements of Envirotech Vehicles, Inc. and its wholly owned subsidiaries. All significant 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 disclosed in Note 4 - 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. The Company recognizes revenue in accordance with 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. At September 30, 2024, the Company did have a concentration of customers; one customer balance accounts for approximately 74% of the outstanding accounts receivable. The Company did not record any revenue from the sale of vehicles for the three months ended September 30, 2024. One customer accounted for 73% or $1,179,000 of the reported revenue of $1,623,260 for the nine months ended September 30, 2024. The Company had accounts receivable, net of $1,090,399 and $692,102 on September 30, 2024 and December 31, 2023, respectively.

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 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 and 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.

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 $0 restricted cash at September 30, 2024 and December 31, 2023, respectively. 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 $0 marketable securities at September 30, 2024 and December 31, 2023, respectively.

Accounts Receivable and Allowance for Doubtful Accounts—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 $1,108,010 as of September 30, 2024 and a recorded allowance for doubtful accounts of $17,611, resulting in a net trade accounts receivable balance of $1,090,399. The Company had trade accounts receivable of $713,031 as of December 31, 2023 and an allowance for doubtful accounts of $20,929, resulting in a net trade receivable balance of $692,102. A significant portion of the Company’s 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 sales made utilizing state grant funds, as those funds are guaranteed by the state(s) once awarded. The trade accounts receivable balance at September 30, 2024 is from credit-worthy customers, many of whom are fully or partially funded through state government sponsored programs.

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. The Company had finished goods inventory on hand of $6,715,650 and recorded an inventory valuation allowance of $12,429 related to three vehicles that the Company does not intend to sell in the future, resulting in a net inventory balance of $6,703,221 at September 30, 2024. The Company had finished goods inventory on hand and a related inventory valuation of $6,843,022 and $12,429 allowance as of December 31, 2023, resulting in a net inventory balance of $6,830,593.

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 sheet. 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 $2,857,314 and $3,300,388 as of September 30, 2024 and December 31, 2023, respectively. Deposits paid to one vendor accounted for 97% of the deposits outstanding at September 30, 2024.

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 September 30, 2024 and December 31, 2023, respectively, management did not identify any uncertain tax positions.

Net Income (Loss) Per Share—Basic net income (loss) per share is calculated by dividing the Company’s net income (loss) applicable to common stockholders by the weighted average number of shares of common stock outstanding during the period.

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 September 30, 2024, 5,641,252 shares of the Company’s common stock were subject to issuance upon the exercise of stock options then outstanding and 1,901,631 shares of the Company’s common stock were subject to issuance upon the exercise of warrants then outstanding.

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 Bank at September 30, 2024.

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, at September 30, 2024 and December 31, 2023, respectively.

Goodwill—Goodwill represents the excess 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 one reporting unit, and based on both qualitative and quantitative analysis, it is management’s assessment at September 30, 2024, that $9,583,836 in goodwill did not experience impairment. The Company recorded a non-cash goodwill impairment charge of $5,098,784 for the year ended December 31, 2023 resulting in a goodwill balance of $9,583,836 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 $20,470 and $152,351 during the three and nine months ended September 30, 2024, respectively. Research and development costs were $46,734 and $175,546 during the three and nine months ended September 30, 2023, respectively.

Stock-Based Compensation—The Company accounts for employee stock-based compensation in accordance with the guidance of ASC 718, Stock-Based Compensation ("ASC 718"), 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 $17,962 and $1,871,386 was recorded for the three and nine months ended September 30, 2024, respectively. Non-cash stock-based compensation expense of $1,105,074 and $1,297,384 was recorded for the three and nine months ended September 30, 2023, respectively.

Property and Equipment— Property and equipment are stated at cost, less accumulated depreciation and amortization. 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.

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 11 - 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.

Recent Accounting Pronouncements

ASU No. 2024-03, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses

On November 4, 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses," that improves financial reporting by requiring public companies to disclose additional information about certain expenses in the notes to the financial statements. The amendments in the ASU are effective for annual reporting periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of adopting ASU 2023-07 and intends to adopt and report on this topic as required by this ASU.

ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure”

On November 27, 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures," which requires public entities to disclose information about their reportable segments' significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as existing segment disclosures and reconciliation required under Accounting Standard Codification (“ASC”) 280 on an interim and annual basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for the interim periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-07 and intends to adopt and report on this topic within the Company’s Annual Report on Form 10-K for the year ending December 31, 2024.

3.	Property and Equipment, Net

Components of property and equipment, net, consist of the following as of September 30, 2024 and December 31, 2023:

	*September 30,*			*December 31,*
	*2024*			*2023*
Furniture and fixtures	$	70,136		$	56,646
Leasehold improvements		188,824			136,847
Machinery and equipment		272,775			172,527
Vehicles		365,440			297,940
Test/Demo vehicles		30,685			30,685
Total property and equipment		927,860			694,645
Less accumulated depreciation		(486,132	)		(373,958	)
Net property and equipment	$	441,728		$	320,687

Depreciation expense was $36,303 and $112,174 for the three and nine months ended September 30, 2024, respectively. Depreciation expense was $34,192 and $93,737 for the three and nine months ended September 30, 2023, respectively.

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 is $11,983 of which $6,252 is classified as Notes Payable - current and $5,731 is classified as Notes Payable - long term on the Company's consolidated balance sheets on September 30, 2024.

Effective August 20, 2023, the Company entered into a premium financing agreement with First Insurance Funding to finance insurance coverages other than its directors' and officers' insurance coverages. The $467,074 loan is payable over nine months, beginning in September 2023, and bears interest at 8.2% with monthly payments of $53,675. The balance of this note, including accrued interest, is $0 on September 30, 2024.

Effective June 15, 2024, the Company entered into a premium financing agreement with First Insurance Funding to finance its directors' and officers' insurance coverages. The $232,067 loan is payable over nine months, beginning in July 2024, and bears interest at 8.25% with monthly payments of $24,093. The balance of this note, including accrued interest, is $164,108 on September 30, 2024.

Effective 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, is $419,913 on September 30, 2024.

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 ("Investor"). The origination fee of the Note was $99,000 and the maturity date of the Note was September 30, 2024. The Investor was entitled to convert the Note into common stock at the greater of $1.50 per share or at 90% of the share price of the Company's common stock on the maturity date. The Investor also had a security interest in the assets of the Company in the event of non-payment of the Note. In addition, the Investor received options to purchase 800,000 share of the Company's common stock at $1.50 per share. These options expire two years from the date of the Note. On May 6, 2024, the Note was cancelled and replaced with a short-term note. During the third quarter of 2024, the short-term note was converted into 505,051 shares of common stock.

The Company has elected to measure the Note and options at fair value. In estimating the fair value of the Note, a Monte Carlo simulation model is applied. The required inputs include the current stock price, the risk-free rate and volatility of the common stock. The Note's fair value is classified as Level 2 under the fair value hierarchy as provided by ASC 820. 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 2 under the air value hierarchy as provided by ASC 820. The fair valuation of the Note and options uses inputs other than quoted prices that are observable either directly or indirectly.

The net proceeds of $901,000 are bifurcated between the Note and the options. The amount allocated to the options is $431,405 which is the fair value 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 September 30, 2024. As a result of this election, the Company recorded an unrealized gain of $0 and an unrealized loss $556,174 for the three and nine months ended September 30, 2024 for the Note, respectively, and an unrealized gain of $403,625 and an unrealized loss of $39,609 for the three and nine months ended September 30, 2024 for the Options, respectively.

Related Party Loan

On August 13, 2024, the Company entered into a long-term loan arrangement (the "Oldridge Loan") with Phillip W. Oldridge ("Mr. Oldridge") whereby Mr. Oldridge loaned $300,000 to EVTV. The loan carries an interest rate of 8% and matures on January 1, 2026. The balance of this loan, including accrued interest at September 30, 2024 is $303,000.

	*Amount*
2024	$	231,816
2025		379,079
2026		307,168
Total Payments	$	918,063

5.	Stockholders’ Equity

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 512,047 shares of the Company’s common stock at a price of $1.66 per share and warrants to purchase up to an aggregate of 512,047 shares of 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 $1.66 per share. The warrants expire on September 11, 2026. See Note 6 - Stock Warrants.

Standby Equity Purchase Agreement

On September 23, 2024 (the "Effective Date"), the Company entered into a standby equity purchase agreement ("Original SEPA") with YA II PN, Ltd. ("Yorkville"). Pursuant to the Original SEPA, subject to certain limitations and conditions, the Company, at its sole discretion, shall have the right, not the obligation, to sell to Yorkville, and the Yorkville agreed to purchase from the Company, an aggregate amount of up to $25,000,000 of the Company's shares of common stock at the Company's request any time from the Effective Date until the first day of the month next following the 36-month anniversary of the Effective Date. As a result of this Original SEPA, the Company issued 64,103 shares of the Company's common stock to Yorkville as a commitment fee. The Original SEPA was amended and restated October 31, 2024. See Note 12 - Subsequent Events for additional information.

6.	Stock Warrants

The Company’s outstanding warrants as of September 30, 2024 are summarized as follows, and all were exercisable at that date.

	*Number of Shares*		*Exercise Price*		*Remaining Contractual Life (years)*
Outstanding warrants expiring January 28, 2025		431,250	$	10.00		0.33
Outstanding warrants expiring May 7, 2026		958,334	$	20.00		1.60
Outstanding warrants expiring September 11, 2026		512,047	$	1.66		1.96
Outstanding warrants on September 30, 2024		1,901,631	$	12.79		1.41

December 2020 Warrants

The warrants issued pursuant to that certain Securities Purchase Agreement, dated as of December 24, 2020 (the "Purchase Agreement"), thatwethe Company entered into with certain institutional and accredited investors and pursuant to which, among other things,wethe Company sold and issued, and the investorspurchasespurchased, shares ofourthe Company’s common stock and related warrants to purchase additional shares ofourthe Company’s common stock in a series of two closings (the "Financing") contain a call provision whereby the Company, after the 13-monhthmonth 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.WarrantsFrom among these warrants, warrants for 12,833 shares of common stock expired in 2023., 431,250 warrants will expire on January 28, 2025 and 958,334 warrants will expire on May 7, 2026. As of September 30, 2024, these outstanding warrants have no intrinsic value.

September 2024 Warrants

See Note 5 - Stockholders' Equity for disclosures related to the warrants issued in conjunction with the private placements on September 12, 2024.

7.	Stock Options and Restricted Shares

The outstanding options at September 30, 2024 consisted of the following:

						*Weighted*
						*Average*
						*Remaining*
	*Number of*			*Exercise*		*Contractual Life*
	*Shares*			*Price*		*(years)*
Outstanding at December 31, 2023		1,207,888		$	3.71		8.28
Options granted (expired) during 9 months ended September 30, 2024:		(2,778	)	$	2.65
Options Granted at $2.11 Exercise Price		1,378,364		$	2.11
Options Granted at $2.66 Exercise Price		25,000		$	2.66
Options Granted at $2.44 Exercise Price		100,000		$	2.44
Options Granted at $1.50 Exercise Price		800,000		$	1.50
Options Granted at $2.75 Exercise Price		2,000,000		$	2.75
Options forfeited at $2.65 Exercise Price		(7,222	)	$	2.65
Options Granted at $1.76 Exercise Price		100,000		$	1.76
Options Granted at $1.49 Exercise Price		20,000		$	1.49
Options Granted at $2.20 Exercise Price		20,000		$	2.20
Outstanding at September 30, 2024		5,641,252
Outstanding Options at $2.00 Exercise Price		250,000		$	2.00		7.27
Outstanding Options at $2.40 Exercise Price		90,893		$	2.40		7.27
Outstanding Options at $9.00 Exercise Price		256,750		$	9.00		6.23
Outstanding Options at $26.20 Exercise Price		6,750		$	26.20		3.57
Outstanding options at $2.65 Exercise Price		5,000		$	2.65		8.55
Outstanding Options Granted at $2.10 Exercise Price		588,495		$	2.10		8.78
Outstanding Options at $2.11 Exercise Price		1,378,364		$	2.11		9.47
Outstanding Options at $2.66 Exercise Price		25,000		$	2.66		9.37
Outstanding Options at $2.44 Exercise Price		100,000		$	2.44		9.40
Outstanding Options at $1.50 Exercise Price		800,000		$	1.50		2.30
Outstanding Options at $2.75 Exercise Price		2,000,000		$	2.75		2.35
Options Granted at $1.76 Exercise Price		100,000		$	1.76		9.74
Options Granted at $1.49 Exercise Price		20,000		$	1.49		9.74
Options Granted at $2.20 Exercise Price		20,000		$	2.20		9.73
Outstanding at September 30, 2024		5,641,252		$	2.59		5.58

At September 30, 2024 3,498,196 of the outstanding stock options were exercisable.

On January 18, 2024, in conjunction with the Note disclosed in Note 4 - Debt, the Company issued 800,000 options to purchase 800,000 shares of the Company's common stock with an exercise price of $1.50 to the Investor. See Note 4 - Debt, for additional disclosures related to this issuance.

On February 14, 2024, the Compensation Committee(the "Compensation Committee") of the Company's Board of Directors (the "Board") granted an employee options to purchase 25,000 shares of the Company's common stock at an exercise price of $2.66 per share. The options vest ratably over 36 months and expire on the tenth anniversary of the grant date.

On February 23, 2024, the Compensation Committee granted to Franklin Lim, the Company’s Chief Financial Officer, options to purchase 100,000 shares of the Company's common stock at an exercise price of $2.44 per share. The options vested immediately upon grant and expire on the tenth anniversary of the grant date.

On April 17, 2024, the Compensation Committee granted to an employee options to purchase 20,000 shares of the Company's common stock at an exercise price of $2.20 per share. The options vest ratably over 36 months and expire on the tenth anniversary of the grant date.

On June 3, 2024, the Compensation Committee granted to an employee options to purchase 20,000 shares of the Company's common stock at an exercise price of $1.49 per share. The options vest ratably over 36 months and expire on the tenth anniversary of the grant date.

On June 17, 2024, the Compensation Committee granted to an employee options to purchase 100,000 shares of the Company's common stock at an exercise price of $1.76 per share. The options vest ratably over 36 months and expire on the tenth anniversary of the grant date.

As of September 30, 2024, the outstanding stock options had intrinsic value of $250,200.

On February 28, 2024, the Company issued options to an external party to purchase 2,000,000 shares of the Company's common stock at an exercise price of $2.75 per share, contingent upon achieving certain sales targets. On September 30, 2024, the sales targets were not met and therefore, no compensation expense was recorded. These options expire on February 5, 2027.

Restricted Shares

In November 2023, the Company awarded 65,660 restricted shares to a vendor that will vest over a six-month period in exchange for marketing services to be provided over the same period. As a result, the Company recorded stock compensation expense of $0 and $58,671 during the three and nine months ended September 30, 2024.

8.	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. 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 separate 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 $69,936 for the three and nine months ended September 30, 2024, 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 $45,000 for the three and nine months ended September 30, 2024, respectively, in connection with the ABCI Office Lease.

The Company incurred $37,500 and $112,500 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 for the three and nine months ended September 30, 2024, respectively.

See Note 4 - Debt for disclosures related to the Oldridge Loan, a related party loan that was transacted during the third quarter of 2024.

9.	Commitments

Other Agreements

On December 31, 2021, the Company entered into employment agreements with Phillip W. Oldridge (the “Oldridge Agreement”), its Chief Executive Officer, and with Susan M. Emry (the “Emry Agreement”), its then Executive Vice President. According to the Oldridge Agreement, effective as of March 1, 2021, Mr. Oldridge will receive an annual base salary of $300,000, payable in semi-monthly installments consistent with the Company’s payroll practices. Mr. Oldridge will also receive participation in medical insurance, dental insurance, and the Company’s other benefit plans. Under the Oldridge Agreement, Mr. Oldridge will also receive an amount equal to 5% of the net income of the Company on an annual basis and will be eligible for a bonus at the sole discretion of the Board. The Oldridge Agreement also provides for an automobile monthly allowance of $1,500. Mr. Oldridge’s employment shall continue until terminated in accordance with the Oldridge Agreement. If Mr. Oldridge is terminated without cause or if he terminates his employment for good reason, Mr. Oldridge will be entitled to receive (i) one-year of base salary, (ii) reimbursement of reimbursable expenses in accordance with the Oldridge Agreement, (iii) any bonus that would have been payable within the twelve months following the date of termination, and (iv) the value of any accrued and unused paid time off as of the date of termination. There are no future minimum payments under the terms of the Oldridge Agreement as Mr. Oldridge has the right to terminate the Oldridge Agreement without any contractual payments other than what has been stated in the Oldridge Agreement. According to the Emry Agreement, effective on January 1, 2022, Mrs. Emry would receive an annual base salary of $200,000 and was eligible for a bonus at the sole discretion of the Board. Mrs. Emry would also receive participation in medical insurance, dental insurance, and the Company’s other benefit plans. The Emry Agreement provided that Mrs. Emry’s employment would continue until terminated in accordance with the Emry Agreement. If Mrs. Emry was terminated without cause or if she terminated her employment for good reason, Mrs. Emry was entitled to receive (i) one-year of base salary, (ii) reimbursement of reimbursable expenses in accordance with the Emry Agreement, and (iii) the value of any accrued and unused paid time off as of the date of termination. Ms. Emry terminated her employment with the Company on October 15, 2024.

On March 28, 2023, the Company entered into an agreement 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 lease is two years and two months with a turnover date of July 1, 2023 and a rental commencement of September 1, 2023. The Company intends to use the leased space as a production facility as it seeks to expand its business presence in that region and the United States. See Note 11 - Leases for further information.

On March 18, 2024, the Company entered into a Sale and Purchase Agreement (the "PlugD Agreement") with PlugD Commercial Electric Leasing and Rentals Inc. ("PlugD"), a Texas-based commercial electric vehicle leasing company. Under the terms of the PlugD Agreement, the Company will deliver 200 electric high roof vans and trucks to PlugD for a total of approximately $16.2 million. The sale will take place over the next 13 months.

10.

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.

11.

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 in the fourth quarter of 2023 that the term renewal options are reasonably certain to be exercised. As a result of changes in certain circumstances related to some of the Company's short-term leases, the Company was required to classify such leases as operating leases 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 Berthaphil Sublease with Berthaphil to sublease approximately 3,600 square yards of a warehouse building based in the Clark Freeport Zone in the Philippines. 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 intends to use the leased space as a production facility as it seeks 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.

On July 1, 2024, the Company entered into a month-to-month lease contract with Southern Management Corporation 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 expense.

On August 26, 2024, the Company entered into a one-year lease contract with 120 Park SD, LLC 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 into a month-to-month arrangement. This lease is treated as a short-term lease expense.

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.

ROU assets at September 30, 2024 were $316,767. Short-term and long-term operating lease liabilities were $313,479 and $0 at September 30, 2024, respectively.

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

	*Nine Months Ended*
	*September 30,*
	*2024*			*2023*
Lease expenses
Operating lease expenses	$	267,803		$	—
Short-term lease expenses		66,831			177,397
Total lease cost	$	334,634		$	177,397
Other information
Cash paid for the amounts included in the measurement of lease liabilities for operating leases:
Operating cash flows	$	259,048		$	—
Weighted-average remaining lease term (in years):
Operating leases		1.00			—
Weighted-average discount rate:
Operating leases		14	%		—	%

Future minimum payments under operating leases are as follows:

2024	$	87,924
2025		248,873
Total payments	$	336,797

12.

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.

Amended and Restated Standby Equity Purchase Agreement

On October 31, 2024 (the "Effective Date"), the Company entered into an amended and restated standby equity purchase agreement (the "A&R SEPA") that amends and restates in its entirety the Original SEPA with Yorkville. The terms of the A&R SEPA are substantially consistent with the terms of the Original SEPA, except that, pursuant to the A&R SEPA, Yorkville agreed to advance to the Company, subject to certain conditions, the principal amount of $3,000,000 (the "Prepaid Advance") which be evidenced by convertible promissory notes in two tranches. The first tranche of the Prepaid Advance was disbursed on October 31, 2024 in the principal amount of $2,000,000. Pursuant to the A&R SEPA, a discount of 5% was applied to the principal amount. The net cash amount received (less discount and fees) was approximately $1,752,000.

Maddox acquisition

On October 30, 2024, the Company entered into a membership interest purchase agreement (the “MIPA”) with Maddox Industries, LLC (“Maddox Industries”), a provider of government contracting solutions based in Puerto Rico, and Jason Maddox, the sole member of Maddox Industries, to acquire all of the outstanding membership interests in Maddox Industries from Mr. Maddox. As consideration for the acquisition of Maddox Industries, at the closing, the Company will issue 3,100,000 shares of the Company’s common stock to Mr. Maddox (the “Stock Consideration”), provided that the number of shares of common stock constituting the Stock Consideration will be reduced by any number of whole shares of common stock exceeding 19.99% of the outstanding shares of common stock as of immediately prior to the closing. As additional consideration for the acquisition, during the six-month period following the closing (the “Earnout Period”), Mr. Maddox will be eligible to receive up to six monthly cash payments in an aggregate amount of up to $1 million (each such monthly payment, an “Earnout Payment”) in accordance with the terms of the MIPA. The Earnout Payment payable to Mr. Maddox for each calendar month during the Earnout Period, if any, will be equal to the aggregate amount of gross revenue received by Maddox Industries in respect of any accounts receivable from any existing customer outstanding as of the closing during such calendar month, provided that all Earnout Payments payable by the Company to Mr. Maddox under the MIPA may not exceed $1 million. The acquisition includes a three-year contract manufacturing agreement to be executed at the Company’s expansive 580,000 square-foot facility in Osceola, Arkansas. The Board appointed Jason Maddox the President of the Company effective as of October 16, 2024.

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 March 28, 2024. 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

We are a provider of purpose-built zero-emission electric vehicles focused on reducing the total cost of vehicle ownership and helping fleet operators unlock the benefits of green technology. We serve commercial and last-mile fleets, school districts, public and private transportation service companies and colleges and universities to meet the increasing demand for light to heavy-duty electric vehicles. Our vehicles address the challenges of traditional fuel price instability and local, state and federal regulatory compliance.

For the three months ended September 30, 2024 and 2023 , we generated sales revenue of $0 and $100,024, respectively, and our net loss for the three months ended September 30, 2024 and September 30, 2023 was $1,356,782 and $5,988,423, respectively. Included in our net loss for the three months ended September 30, 2024 is a non-cash unrealized gain on financial instruments of $403,625. Included in our net loss for the three months ended September 30, 2023 is a non-cash goodwill impairment charge of $3,392,129.

For the nine months ended September 30, 2024 and 2023 , we generated sales revenue of $1,623,260 and $2,756,103, respectively, and our net loss for the nine months ended September 30, 2024 and September 30, 2023 was $6,644,237 and $9,510,360, respectively. 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. Included in our net loss for the nine months ended September 30, 2023 is a non-cash goodwill impairment charge of $3,392,129.

On October 30, 2024, we entered into the MIPA with Maddox Industries, a provider of government contracting solutions based in Puerto Rico, and Jason Maddox, the sole member of Maddox Industries, to acquire all of the outstanding membership interests in Maddox Industries from Mr. Maddox. As consideration for the acquisition of Maddox Industries, at the closing, we will issue 3,100,000 shares of our common stock to Mr. Maddox (referred to herein as the “Stock Consideration”), provided that the number of shares of common stock constituting the Stock Consideration will be reduced by any number of whole shares of common stock exceeding 19.99% of the outstanding shares of common stock as of immediately prior to the closing. As additional consideration for the acquisition, during the six-month Earnout Period following the closing, Mr. Maddox will be eligible to receive up to six monthly cash payments in an aggregate amount of up to $1 million (each referred to herein as an “Earnout Payment”) in accordance with the terms of the MIPA. The Earnout Payment payable to Mr. Maddox for each calendar month during the Earnout Period, if any, will be equal to the aggregate amount of gross revenue received by Maddox Industries in respect of any accounts receivable from any existing customer outstanding as of the closing during such calendar month, provided that all Earnout Payments payable by us to Mr. Maddox under the MIPA may not exceed $1 million. The acquisition includes a three-year contract manufacturing agreement to be executed at our expansive 580,000 square-foot facility in Osceola, Arkansas. The Board appointed Jason Maddox our President effective as of October 16, 2024.

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 continue increasing for 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 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.

Components of Results of Operations

Sales

Sales are recognized from the sales of new, purpose-built zero-emission electric vehicles and from providing vehicle maintenance and safety inspection services. 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 includes those costs related to the development, manufacture, and distribution of our products. Specifically, we include in cost of sales each of the following: material costs (including commodity costs); freight costs; labor and other costs related to the development and manufacture of our products; and other associated costs. Cost of sales also includes costs related to the valuation of inventory due to impairment, obsolescence, or shrinkage.

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.

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.

Results of Operations

The following discussion compares our results of operations for the three and nine months ended September 30, 2024 to the corresponding periods ended September 30, 2023:

Sales

Sales for the three months ended September 30, 2024 and 2023 were $0 and $100,024, respectively. Sales for the three months ended September 30, 2023 consisted of logistics cargo vans. The decrease in sales was primarily due to among other things, less favorable market conditions in 2024 as compared to 2023 and our focus during the third quarter of 2024 on building up our facility for future anticipated sales.

Sales for the nine months ended September 30, 2024 and 2023 were $1,623,260 and $2,756,103, respectively. Sales for the nine months ended September 30, 2024 consisted primarily of 11 logistics cargo van, three cab and chassis trucks, one passenger van, two zippers, one sweeper and one forklift. Sales for the nine months ended September 30, 2023 consisted of 25 logistics cargo vans and one cab and chassis truck. The decrease in sales was primarily due to among other things, lower number of units sold, unfavorable product mix and less favorable market conditions in 2024 as compared to 2023.

Cost of Sales

Cost of sales for the three months ended September 30, 2024 and 2023 were $133,931 and $80,283, respectively. Cost of sales for the nine months ended September 30, 2024 and 2023 were $1,245,149 and $1,739,005, respectively. Cost of sales for the three months ended September 30, 2024 consisted primarily of certain service costs related to our vehicles.

Gross margin percentage was 20% for the three months ended September 30, 2023. Gross margin percentage was 23% and 37% for the nine months ended September 30, 2024 and 2023, respectively. The decrease in gross margin percentage was primarily due to less favorable product mix.

General and Administrative ("G&A") Expenses

G&A expenses were $1,395,921 and $2,578,727 for the three months ended September 30, 2024 and 2023, respectively. G&A expenses decreased by $1,182,806 primarily due to a decrease of $1,087,112 in stock compensation expense as a result of equity awards that vested immediately during the three months ended September 30, 2023, and lower costs of $95,694 during the three months ended September 30, 2024.

G&A expenses were $6,056,919 and $6,785,405 for the nine months ended September 30, 2024 and 2023, respectively. G&A expenses decreased by $728,486 primarily due lower legal and litigation costs of $489,484, lower marketing costs of $251,888, lower travel costs of $310,224, lower contract labor costs of $291,235, lower payroll costs of $115,231, lower investor relations costs and lower other expenses of $37,223, most of which were due to our cost savings initiative implemented to conserve spending, partially offset by an increase of $574,007 in stock compensation expense due to equity awarded during the first quarter of 2024 that vested immediately, and higher insurance costs of $192,792 due to higher overall premiums during the nine months ended September 30, 2024.

Consulting Expenses

Consulting expenses were $55,000 and ($13,312) for the three months ended September 30, 2024 and 2023, respectively. Consulting expenses were $55,000 and $207,930 for the nine months ended September 30, 2024 and 2023, respectively. The increase in consulting expenses for the three months ended September 30, 2024 versus the same period in 2023 was due to search and other labor costs for employees in anticipation of future expansion in the Osceola, Arkansas region. The decrease in consulting expenses for the nine months ended September 30, 2024 compared to the same period in 2023 was due to a decrease in search costs for key employees.

Research and Development ("R&D") Expenses

R&D expenses were $20,470 and $46,734 for the three months ended September 30, 2024 and 2023, respectively, as the level of activity was significantly reduced. R&D expenses were $152,351 and $175,546 for the nine months ended September 30, 2024 and 2023, respectively as the level of activity was significantly reduced.

Goodwill Impairment Charge

Due to our declining stock price, we conducted an impairment test related to our goodwill. As a result of this test, we recorded an impairment charge of $3,392,129 related to our goodwill for the three and nine months ended September 30, 2023. No impairment charges were recorded for the three and nine months ended September 30, 2024.

Unrealized loss on financial instruments at fair value

We recorded a non-cash unrealized gain of $403,625 and an unrealized loss of $595,783 for the three and nine months ended September 30, 2024, respectively, on our financial instruments that we elected to measure at fair value.

Cash Flows

The following table summarizes our cash flows from operating, investing, and financing activities for the nine months ended September 30, 2024 and 2023:

	Nine months ended September 30,
	2024			2023
Cash flows used in operating activities	$	(2,848,876	)	$	(4,039,576	)
Cash flows (used in) provided by investing activities		(229,029	)		2,306,312
Cash flows provided by (used in) financing activities		3,303,840			(213,161	)
Net change in cash, restricted cash and cash equivalents	$	225,935		$	(1,946,425	)

Operating Activities

Net cash used in operating activities for the nine months ended September 30, 2024 was $2,848,876, primarily due to a net loss of $6,644,237, partially offset by changes in operating assets and liabilities, net of $1,094,222 and non-cash operating charges of $2,701,139. The changes in operating assets and liabilities, net was due to a decrease in inventory deposits of $443,074, a decrease in inventory of $127,372, a decrease in other assets of $232,102, an increase in accounts payable of $317,456 and an increase in accrued liabilities of $700,014, partially offset by an increase in accounts receivable of $398,297, a decrease in other liabilities of $215,109 and an increase in prepaid expenses of $112,390.

Net cash used in operating activities for the nine months ended September 30, 2023 was $4,039,576, primarily due to a net loss of $9,510,360, partially offset by changes in operating assets and liabilities, net of $677,631 and non-cash operating charges of $4,793,153, of which $3,392,192 was related to a non-cash goodwill impairment charge and $1,297,384 was related to non-cash stock-based compensation expense. The changes in operating assets and liabilities, net was due to a decrease in accounts receivable of $449,322 as cash collections outpaced sales, a decrease of $1,696,180 in inventory deposits, a decrease in prepaid expenses of $3,190, an increase in accounts payable of $90,272, partially offset by an increase in inventory of $1,210,921, an increase in other assets of $112,382 and decrease in accrued liabilities of $238,030.

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; and the amount of expenses we incur to satisfy future warranty claims.

Investing Activities

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

Net cash provided by investing activities during the nine months ended September 30, 2023 was $2,306,312, primarily due to the sale of our marketable securities of $2,342,643, partially offset by $36,331 of capital expenditures.

Financing Activities

Net cash provided by financing activities during the nine months ended September 30, 2024 was $3,303,840, primarily due to proceeds from the issuance of our common stock of $1,799,248, proceeds from the issuance of a convertible note of $901,000, proceeds from the Oldridge loan of $300,000 and proceeds from issuance of debt for $648,937, partially offset by the repayment of debt of $345,345.

Net cash used in financing activities during the nine months ended September 30, 2023 was $213,161, primarily due to the principal repayments on debt.

Liquidity and Capital Resources

As of September 30, 2024, we had cash and cash equivalents of $682,654 and working capital of approximately $8,666,627. We believe that our existing cash and cash equivalents will 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 Osceola, Arkansas as the site of our state-of-the-art manufacturing facility and new corporate offices. The facility of approximately 580,000 square feet is currently our headquarters and is planned to become our primary manufacturing facility. We are currently in final stages of due diligence and contract negotiation with the City of Osceola and the Arkansas Economic Development Commission. However, additional debt and/or equity capital will be required in order to purchase related equipment and set up production lines and is expected to require significant investment through the foreseeable future. We expect that investments and employee hiring requirements over the next 10 years will provide an opportunity for us to obtain significant local tax incentives, provided that the qualifying expenditures are made, and other related conditions are met. We are not currentlycontractually obligated to make these expenditures.

Line of Credit

Effective August 4, 2022, we secured a line of credit from Centennial Bank. Borrowings under the line of credit bore interest at 2.75% annually. There was no maturity date for the line, but Centennial Bank could at any time, in its sole discretion and without cause, demand us to immediately repay any and all outstanding obligations under the line of credit in whole or in part. The line was secured by the cash and cash equivalents maintained by us in our Centennial Bank accounts. Borrowings under the line could not exceed cash, cash equivalents, and marketable securities balances up to $1,000,000. This line was closed during the third quarter of 2023 and there was no principal amount outstanding at the time of closing.

Equity Line of Credit

On the Effective Date, we entered into the Original SEPA with Yorkville which was amended and restated on October 31, 2024 pursuant to the A&R SEPA (together with the Original SEPA, the “SEPA”). Pursuant to the SEPA, Yorkville will advance to us, subject to the satisfaction of certain conditions as set forth therein, the principal amount of $3 million (the “Pre-Paid Advance”), which will be evidenced by convertible promissory notes (the “Promissory Notes”) in two tranches. 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 Yorkville. The Promissory Notes are convertible at a conversion price equal to the lower of (i) $2.1480 per share or (ii) 93% of the lowest daily volume weighted average price of our common stock on 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 is $0.3580 per share, subject to adjustment from time to time in accordance with the terms contained in the Promissory Notes).

The first tranche of the Pre-Paid Advance was disbursed on October 31, 2024 in the principal amount of $2 million. The second tranche of the Pre-Paid Advance will be in the principal amount of $1 million and advanced on the second trading day after the effectiveness of the registration statement filed for resale of all shares of common stock that are to be offered and sold to Yorkville pursuant to the SEPA. At the closing of each Pre-Paid Advance, Yorkville will advance to the Company the principal amount of the applicable tranche of the Pre-Paid Advance, less a discount in the amount equal to 5% of the principal amount of such tranche of the Pre-Paid Advance netted from the purchase price due and structured as an original issue discount. SeeNote 5 - Stockholders' Equity and Note 12 - Subsequent Events for additional information related to the SEPA.

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 Osceola Arkansas facility.

Contractual Obligations

Other than as disclosed in the unaudited consolidated financial statements in Item 1 of this Quarterly Report on Form 10-Q for the period ended September 30, 2024, 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 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”)) as of September 30, 2024. 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 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 10 - Contingencies, there were no material developments during the quarter ended September 30, 2024 in the legal proceedings described in our Annual Report on Form 10-K for the year ended December 31, 2023

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, 2023.

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

On September 16, 2024, the Company, through a private placement exempt from registration under the Securities Act, sold 60,241 shares of Common Stock at a price of $1.66 per share and a warrant to purchase up to 60,241 shares of Common Stock to a private investor for a purchase price of $1.66 (exclusive of proceeds from any future exercise of the warrant). The warrant has a term of two years and is exercisable at any time after September 16, 2024, at an exercise price of $1.66 per share.

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

2.1

Membership Interest Purchase Agreement, dated as of October 30, 2024, by and among Maddox Industries, LLC, Jason Maddox, and Envirotech Vehicles, Inc.

8-K

001-38078

2.1

11/5/2024

10.1

Standby Equity Purchase Agreement, dated September 23, 2024, by and between Envirotech Vehicles, Inc. and YA II PN, Ltd.

8-K

001-38078

10.1

9/27/2024

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: November 14, 2024	By:	/s/ Phillip W. Oldridge
		Phillip W. Oldridge
		Chief Executive Officer
		(Principal Executive Officer)

Date: November 14, 2024	By:	/s/ Franklin Lim
		Franklin Lim
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

Exhibit 31.1

Certification Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934

I, Phillip W. Oldridge, certify that:

I have reviewed this Quarterly Report on Form 10-Q of Envirotech Vehicles, Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 14, 2024

By: /s/ Phillip W. Oldridge

Phillip W. Oldridge

Chief Executive Officer

(Principal Executive Officer)

Exhibit 31.2

Certification Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act Of 1934

I, Franklin Lim, certify that:

I have reviewed this Quarterly Report on Form 10-Q of Envirotech Vehicles, Inc.;

(a)

(b)

(c)

(d)

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 14, 2024

By: /s/ Franklin Lim

Franklin Lim

Chief Financial Officer

(Principal Financial Officer)

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the Quarterly Report of Envirotech Vehicles, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Phillip W. Oldridge, Chief Executive Officer of the Company, hereby certify as of the date hereof, solely for purposes of Title 18, Chapter 63, Section 1350 of the United States Code, that to the best of my knowledge:

(i)

the Report fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 14, 2024

By: /s/ Phillip W. Oldridge

Name Phillip W. Oldridge

Title: Chief Executive Officer

(Principal Executive Officer)

A signed original of this written statement required by 18 U.S.C. Section 1350 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. This certification will not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that Section. This certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates it by reference.

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the Quarterly Report of Envirotech Vehicles, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Franklin Lim, Chief Financial Officer of the Company, hereby certify as of the date hereof, solely for purposes of Title 18, Chapter 63, Section 1350 of the United States Code, that to the best of my knowledge:

(i)

the Report fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 14, 2024

By: /s/ Franklin Lim

Franklin Lim

Chief Financial Officer

(Principal Financial Officer)

Document And Entity Information - shares	9 Months Ended
Document And Entity Information - shares	Sep. 30, 2024	Nov. 11, 2024
Document Information [Line Items]
Entity Central Index Key	0001563568
Entity Registrant Name	Envirotech Vehicles, Inc.
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2024
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2024
Document Transition Report	false
Entity File Number	001-38078
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	46-0774222
Entity Address, Address Line One	1425 Ohlendorf Road
Entity Address, City or Town	Osceola
Entity Address, State or Province	AR
Entity Address, Postal Zip Code	72370
City Area Code	870
Local Phone Number	970-3355
Title of 12(b) Security	Common Stock, par value $0.00001 per share
Trading Symbol	EVTV
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		16,772,612

Consolidated Balance Sheets (Current Period Unaudited) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
ASSETS
Cash and cash equivalents	$ 682,654	$ 456,719
Accounts receivable, net of allowance of $17,611 and $20,929 respectively	1,090,399	692,102
Inventory, net	6,703,221	6,830,593
Inventory deposits	2,857,314	3,300,388
Prepaid expenses	726,628	614,238
Other current assets	177,930	162,119
Total current assets	12,238,146	12,056,159
Property and equipment, net	441,728	320,687
Right-of-use asset	316,767	538,932
Goodwill	9,583,836	9,583,836
Other non-current assets	252,807	153,555
Total assets	22,833,284	22,653,169
Current liabilities:
Accounts payable	1,082,445	760,802
Accrued liabilities	1,114,307	452,236
Operating lease liability - short-term	313,479	291,263
Options liability, at fair value	471,014	0
Notes payable - current	590,274	269,245
Total current liabilities	3,571,519	1,773,546
Long-term liabilities
Operating lease liability - long-term	0	235,625
Related party note	918,063
Notes Payable	5,731	10,420
Total liabilities	3,880,250	2,019,591
Stockholders’ equity:
Preferred stock, 5,000,000 authorized, $0.00001 par value per share, none issued and outstanding as of September 30, 2024, and December 31, 2023	0	0
Common stock, 350,000,000 authorized, $0.00001 par value per share, 16,772,612 and 15,171,748 issued and outstanding as of September 30, 2024, and December 31, 2023, respectively	170	152
Additional paid-in capital	90,087,804	85,245,925
Accumulated deficit	(71,134,940)	(64,612,499)
Total stockholders’ equity	18,953,034	20,633,578
Total liabilities and stockholders’ equity	22,833,284	22,653,169
Related Party [Member]
Long-term liabilities
Related party note	$ 303,000	$ 0

Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Allowance	$ 17,611	$ 20,929
Preferred Stock, Shares Authorized (in shares)	5,000,000	5,000,000
Preferred stock, par value (in dollars per share)	$ 0.00001	$ 0.00001
Preferred Stock, Shares Outstanding (in shares)	0	0
Preferred stock, shares issued (in shares)	0	0
Common stock, authorized (in shares)	350,000,000	350,000,000
Common stock, par value (in dollars per share)	$ 0.00001	$ 0.00001
Common stock, issued (in shares)	16,772,612	15,171,748
Common stock, oustanding (in shares)	16,772,612	15,171,748

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Sales	$ 0	$ 100,024	$ 1,623,260	$ 2,756,103
Cost of sales	133,931	80,283	1,245,149	1,739,005
Gross profit	(133,931)	19,741	378,111	1,017,098
Operating expenses
General and administrative	1,395,921	2,578,727	6,056,919	6,785,405
Consulting	55,000	(13,312)	55,000	207,930
Research and development	20,470	46,734	152,351	175,546
Goodwill impairment charge	0	3,392,129	0	3,392,129
Total operating expenses, net	1,471,391	6,004,278	6,264,270	10,561,010
Loss from operations	(1,605,322)	(5,984,537)	(5,886,159)	(9,543,912)
Other (expense)/income:
Interest (expense) income, net	(30,874)	(2,647)	(38,084)	43,455
Unrealized gain (loss) on financial instruments at fair value	403,625	0	(595,783)	0
Other expense	(2,415)	(1,239)	(2,415)	(9,903)
Total other (expense)/income	370,336	(3,886)	(636,282)	33,552
Loss before income taxes	(1,234,986)	(5,988,423)	(6,522,441)	(9,510,360)
Income tax expense	0	0	0	0
Net loss	$ (1,234,986)	$ (5,988,423)	$ (6,522,441)	$ (9,510,360)
Net loss per share to common stockholders:
Basic and diluted (in dollars per share)	$ (0.08)	$ (0.4)	$ (0.41)	$ (0.63)
Weighted shares used in the computation of net loss per share:
Basic and diluted (in shares)	16,302,177	15,068,208	15,872,826	15,036,967

Consolidated Statement of Stockholders' Equity (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance (in shares) at Dec. 31, 2022	15,021,088
Balance at Dec. 31, 2022	$ 150	$ 83,923,350	$ (51,928,520)	$ 31,994,980
Stock based compensation	0	87,144	0	87,144
Net loss	$ 0	0	(2,267,908)	(2,267,908)
Balance (in shares) at Mar. 31, 2023	15,021,088
Balance at Mar. 31, 2023	$ 150	84,010,494	(54,196,428)	29,814,216
Balance (in shares) at Dec. 31, 2022	15,021,088
Balance at Dec. 31, 2022	$ 150	83,923,350	(51,928,520)	31,994,980
Net loss				(9,510,360)
Balance (in shares) at Sep. 30, 2023	15,106,088
Balance at Sep. 30, 2023	$ 151	85,220,733	(61,438,880)	23,782,004
Balance (in shares) at Mar. 31, 2023	15,021,088
Balance at Mar. 31, 2023	$ 150	84,010,494	(54,196,428)	29,814,216
Stock based compensation	0	105,166	0	105,166
Net loss	$ 0	0	(1,254,029)	(1,254,029)
Balance (in shares) at Jun. 30, 2023	15,021,088
Balance at Jun. 30, 2023	$ 150	84,115,660	(55,450,457)	28,665,353
Stock based compensation	0	1,105,074	0	1,105,074
Net loss	$ 0	0	(5,988,423)	(5,988,423)
Balance (in shares) at Sep. 30, 2023	15,106,088
Balance at Sep. 30, 2023	$ 151	85,220,733	(61,438,880)	23,782,004
Common stock issued for services (in shares)	85,000
Common stock issued for services	$ 1	(1)	0	0
Balance (in shares) at Dec. 31, 2023	15,171,748
Balance at Dec. 31, 2023	$ 152	85,245,925	(64,612,499)	20,633,578
Common stock issued for cash (in shares)	348,889
Common stock issued for cash	$ 3	585,496		585,499
Stock based compensation	0	1,818,383	0	1,818,383
Net loss	$ 0	0	(4,532,363)	(4,532,363)
Balance (in shares) at Mar. 31, 2024	15,520,637
Balance at Mar. 31, 2024	$ 155	87,649,804	(69,144,862)	18,505,097
Balance (in shares) at Dec. 31, 2023	15,171,748
Balance at Dec. 31, 2023	$ 152	85,245,925	(64,612,499)	20,633,578
Net loss				(6,522,441)
Balance (in shares) at Sep. 30, 2024	16,772,612
Balance at Sep. 30, 2024	$ 170	90,087,804	(71,134,940)	18,953,034
Balance (in shares) at Mar. 31, 2024	15,520,637
Balance at Mar. 31, 2024	$ 155	87,649,804	(69,144,862)	18,505,097
Common stock issued for cash (in shares)	170,774
Common stock issued for cash	$ 4	363,745	0	363,749
Stock based compensation	0	35,045	0	35,045
Net loss	$ 0	0	(755,092)	(755,092)
Balance (in shares) at Jun. 30, 2024	15,691,411
Balance at Jun. 30, 2024	$ 159	88,048,594	(69,899,954)	18,148,799
Common stock issued for cash (in shares)	512,047
Common stock issued for cash	$ 5	849,995	0	850,000
Stock based compensation	0	17,962	0	17,962
Net loss	$ 0	0	(1,234,986)	(1,234,986)
Conversion of short-term note to common stock (in shares)	505,051
Conversion of short-term note to common stock	$ 5	1,046,254	0	1,046,259
Common stock issued - commitment fee (equity line of credit) (in shares)	64,103
Common stock issued - commitment fee (equity line of credit)	$ 1	124,999	0	125,000
Balance (in shares) at Sep. 30, 2024	16,772,612
Balance at Sep. 30, 2024	$ 170	$ 90,087,804	$ (71,134,940)	$ 18,953,034

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended				9 Months Ended		12 Months Ended
	Sep. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Cash flows from operating activities:
Net loss	$ (1,234,986)	$ (4,532,363)	$ (5,988,423)	$ (2,267,908)	$ (6,522,441)	$ (9,510,360)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation					112,174	93,737
Unrealized loss on marketable securities					595,783	9,903
Stock based compensation expense					1,871,386	1,297,384
Goodwill impairment charge	0		3,392,129		0	3,392,129	$ 5,098,784
Changes in assets and liabilities:
Accounts receivable					(398,297)	449,322
Inventory					127,372	(1,210,921)
Inventory deposits					443,074	1,696,180
Prepaid expenses					(112,390)	3,190
Other assets					232,102	(112,382)
Accounts payable					317,456	90,272
Accrued liabilities					700,014	(238,030)
Other liabilities					(215,109)	0
Net cash used in operating activities					(2,848,876)	(4,039,576)
Cash flows from investing activities:
Purchase of property and equipment					(229,029)	(36,331)
Sale of marketable securities					0	2,342,643
Net cash (used in) provided by investing activities					(229,029)	2,306,312
Cash flows from financing activities:
Proceeds from issuance of common stock					1,799,248	0
Proceeds from issuance of convertible note					901,000	0
Proceeds from related party loan					300,000	0
Proceeds from debt					648,937	0
Principal repayments on debt					(345,345)	(213,161)
Net cash provided by (used in) by financing activities					3,303,840	(213,161)
Net change in cash, restricted cash and cash equivalents					225,935	(1,946,425)
Cash and cash equivalents at the beginning of the period		$ 456,719		$ 2,825,467	456,719	2,825,467	2,825,467
Cash and cash equivalents at the end of the period	$ 682,654		$ 879,042		682,654	879,042	$ 456,719
Supplemental cash flow disclosures:
Cash paid for interest expense					14,623	5,808
Non-cash common stock issued for services					0	1
Stock issued for equity line of credit commitment fees					125,000	0
Cancellation of Convertible note cancelled and transferred to Notes payable - current					1,025,743	0
Conversion of short-term note to common stock					1,046,259	0
Capital expenditures unpaid on September 30, 2024					$ 4,187	$ 0

Note 1 - Organization and Operations

9 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Nature of Operations [Text Block]

1.	Organization and Operations

Note 2 - Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Significant Accounting Policies [Text Block]

2.	Summary of Significant Accounting Policies

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.

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.

Recent Accounting Pronouncements

ASU No. 2024-03, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses

ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure”

Note 3 - Property and Equipment, Net

9 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Property, Plant and Equipment Disclosure [Text Block]

3.	Property and Equipment, Net

Components of property and equipment, net, consist of the following as of September 30, 2024 and December 31, 2023:

	*September 30,*			*December 31,*
	*2024*			*2023*
Furniture and fixtures	$	70,136		$	56,646
Leasehold improvements		188,824			136,847
Machinery and equipment		272,775			172,527
Vehicles		365,440			297,940
Test/Demo vehicles		30,685			30,685
Total property and equipment		927,860			694,645
Less accumulated depreciation		(486,132	)		(373,958	)
Net property and equipment	$	441,728		$	320,687

Note 4 - Debt

9 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Debt Disclosure [Text Block]

Debt

Notes Payable

Convertible Note

Related Party Loan

	*Amount*
2024	$	231,816
2025		379,079
2026		307,168
Total Payments	$	918,063

Note 5 - Stockholders' Equity

9 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Equity [Text Block]

5.	Stockholders’ Equity

Standby Equity Purchase Agreement

Note 6 - Stock Warrants

9 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Warrants [Text Block]

6.	Stock Warrants

The Company’s outstanding warrants as of September 30, 2024 are summarized as follows, and all were exercisable at that date.

	*Number of Shares*		*Exercise Price*		*Remaining Contractual Life (years)*
Outstanding warrants expiring January 28, 2025		431,250	$	10.00		0.33
Outstanding warrants expiring May 7, 2026		958,334	$	20.00		1.60
Outstanding warrants expiring September 11, 2026		512,047	$	1.66		1.96
Outstanding warrants on September 30, 2024		1,901,631	$	12.79		1.41

December 2020 Warrants

September 2024 Warrants

See Note 5 - Stockholders' Equity for disclosures related to the warrants issued in conjunction with the private placements on September 12, 2024.

Note 7 - Stock Options and Restricted Shares

9 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Share-Based Payment Arrangement [Text Block]

7.	Stock Options and Restricted Shares

The outstanding options at September 30, 2024 consisted of the following:

						*Weighted*
						*Average*
						*Remaining*
	*Number of*			*Exercise*		*Contractual Life*
	*Shares*			*Price*		*(years)*
Outstanding at December 31, 2023		1,207,888		$	3.71		8.28
Options granted (expired) during 9 months ended September 30, 2024:		(2,778	)	$	2.65
Options Granted at $2.11 Exercise Price		1,378,364		$	2.11
Options Granted at $2.66 Exercise Price		25,000		$	2.66
Options Granted at $2.44 Exercise Price		100,000		$	2.44
Options Granted at $1.50 Exercise Price		800,000		$	1.50
Options Granted at $2.75 Exercise Price		2,000,000		$	2.75
Options forfeited at $2.65 Exercise Price		(7,222	)	$	2.65
Options Granted at $1.76 Exercise Price		100,000		$	1.76
Options Granted at $1.49 Exercise Price		20,000		$	1.49
Options Granted at $2.20 Exercise Price		20,000		$	2.20
Outstanding at September 30, 2024		5,641,252
Outstanding Options at $2.00 Exercise Price		250,000		$	2.00		7.27
Outstanding Options at $2.40 Exercise Price		90,893		$	2.40		7.27
Outstanding Options at $9.00 Exercise Price		256,750		$	9.00		6.23
Outstanding Options at $26.20 Exercise Price		6,750		$	26.20		3.57
Outstanding options at $2.65 Exercise Price		5,000		$	2.65		8.55
Outstanding Options Granted at $2.10 Exercise Price		588,495		$	2.10		8.78
Outstanding Options at $2.11 Exercise Price		1,378,364		$	2.11		9.47
Outstanding Options at $2.66 Exercise Price		25,000		$	2.66		9.37
Outstanding Options at $2.44 Exercise Price		100,000		$	2.44		9.40
Outstanding Options at $1.50 Exercise Price		800,000		$	1.50		2.30
Outstanding Options at $2.75 Exercise Price		2,000,000		$	2.75		2.35
Options Granted at $1.76 Exercise Price		100,000		$	1.76		9.74
Options Granted at $1.49 Exercise Price		20,000		$	1.49		9.74
Options Granted at $2.20 Exercise Price		20,000		$	2.20		9.73
Outstanding at September 30, 2024		5,641,252		$	2.59		5.58

At September 30, 2024 3,498,196 of the outstanding stock options were exercisable.

As of September 30, 2024, the outstanding stock options had intrinsic value of $250,200.

Restricted Shares

Note 8 - Related Party Transactions

9 Months Ended

Sep. 30, 2024

Notes to Financial Statements

8.	Related Party Transactions

See Note 4 - Debt for disclosures related to the Oldridge Loan, a related party loan that was transacted during the third quarter of 2024.

Note 9 - Commitments

9 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Commitments Disclosure [Text Block]

9.	Commitments

Other Agreements

Note 10 - Contingencies

9 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Legal Matters and Contingencies [Text Block]

10.

Contingencies

GreenPower Litigation

Note 11 - Leases

9 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Lessee, Operating Leases [Text Block]

11.

Leases

Operating leases

ROU assets at September 30, 2024 were $316,767. Short-term and long-term operating lease liabilities were $313,479 and $0 at September 30, 2024, respectively.

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

	*Nine Months Ended*
	*September 30,*
	*2024*			*2023*
Lease expenses
Operating lease expenses	$	267,803		$	—
Short-term lease expenses		66,831			177,397
Total lease cost	$	334,634		$	177,397
Other information
Cash paid for the amounts included in the measurement of lease liabilities for operating leases:
Operating cash flows	$	259,048		$	—
Weighted-average remaining lease term (in years):
Operating leases		1.00			—
Weighted-average discount rate:
Operating leases		14	%		—	%

Future minimum payments under operating leases are as follows:

2024	$	87,924
2025		248,873
Total payments	$	336,797

Note 12 - Subsequent Events

9 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Subsequent Events [Text Block]

12.

Subsequent Events

Amended and Restated Standby Equity Purchase Agreement

Maddox acquisition

Insider Trading Arrangements	3 Months Ended	9 Months Ended
Insider Trading Arrangements	Sep. 30, 2024	Sep. 30, 2024
Insider Trading Arr Line Items
Material Terms of Trading Arrangement [Text Block]		ITEM 5. OTHER INFORMATION None.
Rule 10b5-1 Arrangement Terminated [Flag]	false
Rule 10b5-1 Arrangement Adopted [Flag]	false
Non-Rule 10b5-1 Arrangement Terminated [Flag]	false
Non-Rule 10b5-1 Arrangement Adopted [Flag]	false

Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Basis of Accounting, Policy [Policy Text Block]

Consolidation, Policy [Policy Text Block]

Use of Estimates, Policy [Policy Text Block]

Fair Value of Financial Instruments, Policy [Policy Text Block]

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.

Revenue from Contract with Customer [Policy Text Block]

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.

Cash and Cash Equivalents, Policy [Policy Text Block]

Marketable Securities, Policy [Policy Text Block]

Accounts Receivable [Policy Text Block]

Inventory, Policy [Policy Text Block]

Income Tax, Policy [Policy Text Block]

Earnings Per Share, Policy [Policy Text Block]

Concentration Risk, Credit Risk, Policy [Policy Text Block]

Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block]

Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block]

Research and Development Expense, Policy [Policy Text Block]

Share-Based Payment Arrangement [Policy Text Block]

Property, Plant and Equipment, Policy [Policy Text Block]

Lessee, Leases [Policy Text Block]

New Accounting Pronouncements, Policy [Policy Text Block]

Recent Accounting Pronouncements

ASU No. 2024-03, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses

ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure”

Note 3 - Property and Equipment, Net (Tables)

9 Months Ended

Sep. 30, 2024

Notes Tables

Property, Plant and Equipment [Table Text Block]

	*September 30,*			*December 31,*
	*2024*			*2023*
Furniture and fixtures	$	70,136		$	56,646
Leasehold improvements		188,824			136,847
Machinery and equipment		272,775			172,527
Vehicles		365,440			297,940
Test/Demo vehicles		30,685			30,685
Total property and equipment		927,860			694,645
Less accumulated depreciation		(486,132	)		(373,958	)
Net property and equipment	$	441,728		$	320,687

Note 4 - Debt (Tables)

9 Months Ended

Sep. 30, 2024

Notes Tables

Schedule of Maturities of Long-Term Debt [Table Text Block]

	*Amount*
2024	$	231,816
2025		379,079
2026		307,168
Total Payments	$	918,063

Note 6 - Stock Warrants (Tables)

9 Months Ended

Sep. 30, 2024

Notes Tables

Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block]

	*Number of Shares*		*Exercise Price*		*Remaining Contractual Life (years)*
Outstanding warrants expiring January 28, 2025		431,250	$	10.00		0.33
Outstanding warrants expiring May 7, 2026		958,334	$	20.00		1.60
Outstanding warrants expiring September 11, 2026		512,047	$	1.66		1.96
Outstanding warrants on September 30, 2024		1,901,631	$	12.79		1.41

Note 7 - Stock Options and Restricted Shares (Tables)

9 Months Ended

Sep. 30, 2024

Notes Tables

Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding [Table Text Block]

						*Weighted*
						*Average*
						*Remaining*
	*Number of*			*Exercise*		*Contractual Life*
	*Shares*			*Price*		*(years)*
Outstanding at December 31, 2023		1,207,888		$	3.71		8.28
Options granted (expired) during 9 months ended September 30, 2024:		(2,778	)	$	2.65
Options Granted at $2.11 Exercise Price		1,378,364		$	2.11
Options Granted at $2.66 Exercise Price		25,000		$	2.66
Options Granted at $2.44 Exercise Price		100,000		$	2.44
Options Granted at $1.50 Exercise Price		800,000		$	1.50
Options Granted at $2.75 Exercise Price		2,000,000		$	2.75
Options forfeited at $2.65 Exercise Price		(7,222	)	$	2.65
Options Granted at $1.76 Exercise Price		100,000		$	1.76
Options Granted at $1.49 Exercise Price		20,000		$	1.49
Options Granted at $2.20 Exercise Price		20,000		$	2.20
Outstanding at September 30, 2024		5,641,252
Outstanding Options at $2.00 Exercise Price		250,000		$	2.00		7.27
Outstanding Options at $2.40 Exercise Price		90,893		$	2.40		7.27
Outstanding Options at $9.00 Exercise Price		256,750		$	9.00		6.23
Outstanding Options at $26.20 Exercise Price		6,750		$	26.20		3.57
Outstanding options at $2.65 Exercise Price		5,000		$	2.65		8.55
Outstanding Options Granted at $2.10 Exercise Price		588,495		$	2.10		8.78
Outstanding Options at $2.11 Exercise Price		1,378,364		$	2.11		9.47
Outstanding Options at $2.66 Exercise Price		25,000		$	2.66		9.37
Outstanding Options at $2.44 Exercise Price		100,000		$	2.44		9.40
Outstanding Options at $1.50 Exercise Price		800,000		$	1.50		2.30
Outstanding Options at $2.75 Exercise Price		2,000,000		$	2.75		2.35
Options Granted at $1.76 Exercise Price		100,000		$	1.76		9.74
Options Granted at $1.49 Exercise Price		20,000		$	1.49		9.74
Options Granted at $2.20 Exercise Price		20,000		$	2.20		9.73
Outstanding at September 30, 2024		5,641,252		$	2.59		5.58

Note 11 - Leases (Tables)

9 Months Ended

Sep. 30, 2024

Notes Tables

Lease, Cost [Table Text Block]

	*Nine Months Ended*
	*September 30,*
	*2024*			*2023*
Lease expenses
Operating lease expenses	$	267,803		$	—
Short-term lease expenses		66,831			177,397
Total lease cost	$	334,634		$	177,397
Other information
Cash paid for the amounts included in the measurement of lease liabilities for operating leases:
Operating cash flows	$	259,048		$	—
Weighted-average remaining lease term (in years):
Operating leases		1.00			—
Weighted-average discount rate:
Operating leases		14	%		—	%

Lessee, Operating Lease, Liability, to be Paid, Maturity [Table Text Block]

2024	$	87,924
2025		248,873
Total payments	$	336,797

Note 2 - Summary of Significant Accounting Policies (Details Textual)	3 Months Ended		6 Months Ended	9 Months Ended		12 Months Ended
	Sep. 30, 2024 USD ($) shares	Sep. 30, 2023 USD ($)	Jun. 30, 2024	Sep. 30, 2024 USD ($) shares	Sep. 30, 2023 USD ($)	Dec. 31, 2023 USD ($) shares
Revenue from Contract with Customer, Including Assessed Tax	$ 0	$ 100,024		$ 1,623,260	$ 2,756,103
Accounts Receivable, after Allowance for Credit Loss, Current	1,090,399			1,090,399		$ 692,102
Restricted Cash, Current	0			0		0
Accounts Receivable, before Allowance for Credit Loss, Current	1,108,010			1,108,010		713,031
Accounts Receivable, Allowance for Credit Loss, Current	17,611			17,611		20,929
Inventory, Finished Goods, Gross	6,715,650			6,715,650		6,843,022
Inventory Valuation Reserves						12,429
Inventory, Net	6,703,221			6,703,221		6,830,593
Inventory Deposits	$ 2,857,314			$ 2,857,314		$ 3,300,388
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number (in shares) \| shares	5,641,252			5,641,252		1,207,888
Class of Warrant or Right, Outstanding (in shares) \| shares	1,901,631			1,901,631
Maximum Insured Funds, FDIC and SPIC	$ 750,000			$ 750,000
Maximum Cash Insured	500,000			500,000
Extra Insurance by SPIC, Cap, Unlimited Per Customer Securities	1,000,000,000			1,000,000,000
Impairment, Long-Lived Asset, Held-for-Use				$ 0
Number of Reporting Units				1
Goodwill	9,583,836			$ 9,583,836		$ 9,583,836
Goodwill, Impairment Loss	0	3,392,129		0	3,392,129	$ 5,098,784
Research and Development Expense	20,470	46,734		152,351	175,546
Share-Based Payment Arrangement, Expense	$ 17,962	$ 1,105,074		$ 1,871,386	$ 1,297,384
Minimum [Member]
Property, Plant and Equipment, Useful Life (Year)	3 years			3 years
Maximum [Member]
Property, Plant and Equipment, Useful Life (Year)	5 years			5 years
Three Vehicles [Member]
Inventory Valuation Reserves	$ 12,429			$ 12,429
Customer Concentration Risk [Member] \| Accounts Receivable [Member]
Number of Major Customers				1
Customer Concentration Risk [Member] \| Accounts Receivable [Member] \| One Customer [Member]
Concentration Risk, Percentage				74.00%
Customer Concentration Risk [Member] \| Revenue Benchmark [Member]
Number of Major Customers	1
Customer Concentration Risk [Member] \| Revenue Benchmark [Member] \| One Customer [Member]
Concentration Risk, Percentage			73.00%
Revenue from Contract with Customer, Including Assessed Tax				$ 1,179,000
Supplier Concentration Risk [Member] \| Deposits Outstanding [Member]
Number of Vendors				1
Supplier Concentration Risk [Member] \| Deposits Outstanding [Member] \| One Vendor [Member]
Concentration Risk, Percentage				97.00%

Note 3 - Property and Equipment, Net (Details Textual) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Depreciation	$ 36,303	$ 34,192	$ 112,174	$ 93,737

Note 3 - Property and Equipment, Net - Components of Property and Equipment, Net (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Total property and equipment	$ 927,860	$ 694,645
Less accumulated depreciation	(486,132)	(373,958)
Net property and equipment	441,728	320,687
Furniture and Fixtures [Member]
Total property and equipment	70,136	56,646
Leasehold Improvements [Member]
Total property and equipment	188,824	136,847
Machinery and Equipment [Member]
Total property and equipment	272,775	172,527
Vehicles [Member]
Total property and equipment	365,440	297,940
Test/Demo Vehicles [Member]
Total property and equipment	$ 30,685	$ 30,685

Note 4 - Debt (Details Textual) - USD ($)					3 Months Ended		6 Months Ended	9 Months Ended
Note 4 - Debt (Details Textual) - USD ($)	Jun. 15, 2024	Jan. 18, 2024	Aug. 20, 2023	Jul. 15, 2022	Sep. 30, 2024	Sep. 30, 2023	Jun. 30, 2024	Sep. 30, 2024	Sep. 30, 2023	Aug. 13, 2024	Dec. 31, 2023
Notes Payable, Current					$ 590,274			$ 590,274			$ 269,245
Notes Payable, Noncurrent					5,731			5,731			10,420
Proceeds from Convertible Debt								901,000	$ 0
Derivative Liability, Current					471,014			471,014			$ 0
Unrealized Gain (Loss) on Hybrid Instrument, Net					$ 403,625	$ 0		(595,783)	$ 0
Conversion of Convertible Note [Member]
Debt Conversion, Converted Instrument, Shares Issued (in shares)					505,051
Second Premium Financing Agreement [Member]
Debt Instrument, Face Amount			$ 467,074
Debt Instrument, Term (Month)			9 months
Debt Instrument, Periodic Payment			$ 53,675
Notes Payable							$ 0
Debt Instrument, Interest Rate, Stated Percentage			8.20%
Premium Financing Agreement [Member]
Debt Instrument, Face Amount	$ 232,067
Debt Instrument, Term (Month)	9 months
Debt Instrument, Periodic Payment	$ 24,093
Debt Instrument, Interest Rate, Stated Percentage	8.25%
Premium Financing Agreement [Member] \| AFCO Insurance Premium Finance [Member]
Debt Instrument, Face Amount			$ 417,051
Debt Instrument, Term (Month)			11 months
Debt Instrument, Periodic Payment			$ 39,493
Notes Payable					$ 419,913			419,913
Debt Instrument, Interest Rate, Stated Percentage			8.24%
August 2024 Loan Arrangement With Phillip W Oldridge [Member]
Notes Payable					164,108			164,108
August 2024 Loan Arrangement With Phillip W Oldridge [Member] \| Chief Executive Officer [Member]
Debt Instrument, Face Amount										$ 300,000
Debt Instrument, Interest Rate, Stated Percentage										8.00%
Loans Payable					303,000			303,000
Convertible Note Agreement [Member]
Debt Instrument, Face Amount		$ 1,000,000
Debt Instrument, Fee Amount		$ 99,000
Debt Instrument, Convertible, Conversion Price (in dollars per share)		$ 1.5
Debt Instrument, Convertible Price, Percentage of Share Price		90.00%
Derivative Options, Granted (in shares)		800,000
Derivative Options, Value Per Share (in dollars per share)		$ 1.5
Derivative Options, Term (Year)		2 years
Proceeds from Convertible Debt							901,000
Derivative Liability, Current							$ 431,405
Convertible Note Agreement [Member] \| Note Portion of Hybrid Note [Member]
Unrealized Gain (Loss) on Hybrid Instrument, Net					0			(556,174)
Convertible Note Agreement [Member] \| Option Portion of Hybrid Note [Member]
Unrealized Gain (Loss) on Hybrid Instrument, Net					403,625			(39,609)
Facility Grounds Equipment Loans [Member]
Debt Instrument, Face Amount				$ 25,007
Debt Instrument, Term (Month)				36 months
Debt Instrument, Periodic Payment				$ 521
Notes Payable					11,983			11,983
Notes Payable, Current					6,252			6,252
Notes Payable, Noncurrent					$ 5,731			$ 5,731

Note 4 - Debt - Future Annual Minimum Principal Payments (Details)	Sep. 30, 2024 USD ($)
2024	$ 231,816
2025	379,079
2026	307,168
Total Payments	$ 918,063

Note 5 - Stockholders' Equity (Details Textual) - USD ($)			3 Months Ended
	Aug. 23, 2024	Aug. 12, 2024	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024
Stock Issued During Period, Value, New Issues			$ 850,000	$ 363,749	$ 585,499
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)			$ 12.79
Private Placement Warrants [Member]
Warrants and Rights Outstanding, Term (Year)		2 years
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)		$ 1.66
Private Placement [Member]
Stock Issued During Period, Shares, New Issues (in shares)		512,047
Shares Issued, Price Per Share (in dollars per share)		$ 1.66
Stock Issued During Period, Value, New Issues		$ 850,000
Standby Equity Purchase Agreement [Member]
Standby Equity Purchase Agreement, Maximum Funding Available from Investor	$ 25,000,000
Stock Issued During Period, Shares, Commitment Fee for Equity Line of Credit (in shares)	64,103

Note 6 - Stock Warrants (Details Textual) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2024	Jun. 30, 2024
Class of Warrants or Rights, Expired During Period (in shares)	12,833
Class of Warrant or Right, Outstanding (in shares)		1,901,631
Class of Warrant or Right, Intrinsic Value			$ 0
Warrants Expiring on January 28th, 2025 [Member]
Class of Warrant or Right, Outstanding (in shares)		431,250
Warrants Expiring May 7th, 2026 [Member]
Class of Warrant or Right, Outstanding (in shares)		958,334

Note 6 - Stock Warrants - Summary of Warrants (Details)	9 Months Ended
Note 6 - Stock Warrants - Summary of Warrants (Details)	Sep. 30, 2024 $ / shares shares
Number of shares (in shares) \| shares	1,901,631
Exercise price (in dollars per share) \| $ / shares	$ 12.79
Remaining contractual life (Year)	1 year 4 months 28 days
Warrant One [Member]
Number of shares (in shares) \| shares	431,250
Exercise price (in dollars per share) \| $ / shares	$ 10
Remaining contractual life (Year)	3 months 29 days
Warrant Two [Member]
Number of shares (in shares) \| shares	958,334
Exercise price (in dollars per share) \| $ / shares	$ 20
Remaining contractual life (Year)	1 year 7 months 6 days
Warrant Three [Member]
Number of shares (in shares) \| shares	512,047
Exercise price (in dollars per share) \| $ / shares	$ 1.66
Remaining contractual life (Year)	1 year 11 months 15 days

Note 6 - Stock Warrants - Summary of Warrants (Details) (Parentheticals)	Sep. 30, 2024
Warrant One [Member]
Maturity date	Jan. 28, 2025
Warrant Two [Member]
Maturity date	May 07, 2026
Warrant Three [Member]
Maturity date	Sep. 11, 2026

Note 7 - Stock Options and Restricted Shares (Details Textual) - USD ($)									1 Months Ended	3 Months Ended		9 Months Ended
	Jun. 17, 2024	Jun. 03, 2024	Apr. 17, 2024	Feb. 28, 2024	Feb. 23, 2024	Feb. 14, 2024	Jan. 18, 2024	Jan. 07, 2022	Nov. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Number (in shares)										3,498,196		3,498,196
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares)												2,778
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share)												$ 2.65
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Intrinsic Value										$ 250,200		$ 250,200
Share-Based Payment Arrangement, Expense										17,962	$ 1,105,074	1,871,386	$ 1,297,384
Chief Financial Officer [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares)					100,000
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share)					$ 2.44
Share-Based Payment Arrangement, Option [Member] \| Chief Financial Officer [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period (Year)					10 years
Performance Options [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares)				2,000,000
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share)				$ 2.75
Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year)									6 months
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares)									65,660
Share-Based Payment Arrangement, Expense										$ 0		$ 58,671
Share-Based Payment Arrangement, Employee [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares)	100,000	20,000	20,000			25,000
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share)	$ 1.76	$ 1.49	$ 2.2			$ 2.66
Share-Based Payment Arrangement, Employee [Member] \| Share-Based Payment Arrangement, Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year)	36 months	36 months	36 months			36 years
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period (Year)	10 years	10 years	10 years					10 years
Convertible Note Agreement [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares)							800,000
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share)							$ 1.5

Note 7 - Stock Options and Restricted Shares - Stock Options Outstanding (Details) - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Outstanding (in shares)	1,207,888
Outstanding Options, weighted average exercise price (in dollars per share)	$ 3.71
Outstanding, weighted average remaining contractual term (Year)	5 years 6 months 29 days	8 years 3 months 10 days
Options Granted (in shares)	(2,778)
Options Granted, Exercise Price (in dollars per share)	$ 2.65
Options Granted (in shares)	2,778
Outstanding (in shares)	5,641,252	1,207,888
Outstanding Options, weighted average exercise price (in dollars per share)	$ 2.59	$ 3.71
Options at 2.11 [Member]
Outstanding, weighted average remaining contractual term (Year)	9 years 5 months 19 days
Options Granted (in shares)	(1,378,364)
Options Granted, Exercise Price (in dollars per share)	$ 2.11
Options Granted (in shares)	1,378,364
Outstanding (in shares)	1,378,364
Outstanding Options, weighted average exercise price (in dollars per share)	$ 2.11
Options at 2.66 [Member]
Outstanding, weighted average remaining contractual term (Year)	9 years 4 months 13 days
Options Granted (in shares)	(25,000)
Options Granted, Exercise Price (in dollars per share)	$ 2.66
Options Granted (in shares)	25,000
Outstanding (in shares)	25,000
Outstanding Options, weighted average exercise price (in dollars per share)	$ 2.66
Options at $2.44 [Member]
Outstanding, weighted average remaining contractual term (Year)	9 years 4 months 24 days
Options Granted (in shares)	(100,000)
Options Granted, Exercise Price (in dollars per share)	$ 2.44
Options Granted (in shares)	100,000
Outstanding (in shares)	100,000
Outstanding Options, weighted average exercise price (in dollars per share)	$ 2.44
Options at $1.50 [Member]
Outstanding, weighted average remaining contractual term (Year)	2 years 3 months 18 days
Options Granted (in shares)	(800,000)
Options Granted, Exercise Price (in dollars per share)	$ 1.5
Options Granted (in shares)	800,000
Outstanding (in shares)	800,000
Outstanding Options, weighted average exercise price (in dollars per share)	$ 1.5
Options at $2.75 [Member]
Outstanding, weighted average remaining contractual term (Year)	2 years 4 months 6 days
Options Granted (in shares)	(2,000,000)
Options Granted, Exercise Price (in dollars per share)	$ 2.75
Options Granted (in shares)	2,000,000
Outstanding (in shares)	2,000,000
Outstanding Options, weighted average exercise price (in dollars per share)	$ 2.75
Option at $2.65 [Member]
Outstanding, weighted average remaining contractual term (Year)	8 years 6 months 18 days
Options Forfeited (in shares)	(7,222)
Options Forfeited, Exercise Price (in dollars per share)	$ 2.65
Outstanding (in shares)	5,000
Outstanding Options, weighted average exercise price (in dollars per share)	$ 2.65
Options at $1.76 [Member]
Outstanding, weighted average remaining contractual term (Year)	9 years 8 months 26 days
Options Granted (in shares)	(100,000)
Options Granted, Exercise Price (in dollars per share)	$ 1.76
Options Granted (in shares)	100,000
Outstanding (in shares)	100,000
Outstanding Options, weighted average exercise price (in dollars per share)	$ 1.76
Options at $1.49 [Member]
Outstanding, weighted average remaining contractual term (Year)	9 years 8 months 26 days
Options Granted (in shares)	(20,000)
Options Granted, Exercise Price (in dollars per share)	$ 1.49
Options Granted (in shares)	20,000
Outstanding (in shares)	20,000
Outstanding Options, weighted average exercise price (in dollars per share)	$ 1.49
Options at $2.20 [Member]
Outstanding, weighted average remaining contractual term (Year)	9 years 8 months 23 days
Options Granted (in shares)	(20,000)
Options Granted, Exercise Price (in dollars per share)	$ 2.2
Options Granted (in shares)	20,000
Outstanding (in shares)	20,000
Outstanding Options, weighted average exercise price (in dollars per share)	$ 2.2
Option at 2.00 [Member]
Outstanding, weighted average remaining contractual term (Year)	7 years 3 months 7 days
Outstanding (in shares)	250,000
Outstanding Options, weighted average exercise price (in dollars per share)	$ 2
Options at $2.40 [Member]
Outstanding, weighted average remaining contractual term (Year)	7 years 3 months 7 days
Outstanding (in shares)	90,893
Outstanding Options, weighted average exercise price (in dollars per share)	$ 2.4
Option at $9.00 [Member]
Outstanding, weighted average remaining contractual term (Year)	6 years 2 months 23 days
Outstanding (in shares)	256,750
Outstanding Options, weighted average exercise price (in dollars per share)	$ 9
Options at 26.20 [Member]
Outstanding, weighted average remaining contractual term (Year)	3 years 6 months 25 days
Outstanding (in shares)	6,750
Outstanding Options, weighted average exercise price (in dollars per share)	$ 26.2
Option at $2.10 [Member]
Outstanding, weighted average remaining contractual term (Year)	8 years 9 months 10 days
Outstanding (in shares)	588,495
Outstanding Options, weighted average exercise price (in dollars per share)	$ 2.1

Note 8 - Related Party Transactions (Details Textual) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2024	Apr. 01, 2020	Jan. 01, 2020	Dec. 01, 2019
S R I Equipment Leases [Member] \| SRI Professional Services, Incorporated [Member]
Operating Lease Monthly Payment					$ 7,771
Operating Lease, Expense	$ 23,312	$ 69,936
S R I Equipment Leases [Member] \| SRI Professional Services, Incorporated [Member] \| Two Vehicles [Member]
Operating Lease Monthly Payment				$ 3,880
S R I Equipment Leases [Member] \| SRI Professional Services, Incorporated [Member] \| Trailer [Member]
Operating Lease Monthly Payment					$ 3,891
A B C I Office Lease [Member] \| Alpha Bravo Charlie, Inc. (“ABCI”) [Member]
Operating Lease Monthly Payment			$ 5,000
Operating Lease, Expense	15,000	45,000
Engineering Consulting Services [Member] \| 42Motorsports [Member]
Related Party Transaction, Amounts of Transaction	$ 37,500	$ 112,500

Note 9 - Commitments (Details Textual)	1 Months Ended	12 Months Ended
Note 9 - Commitments (Details Textual)	Mar. 31, 2023 yd²	Dec. 31, 2021 USD ($)	Dec. 21, 2021 USD ($)	Mar. 18, 2024 USD ($)
PlugD Commercial Electric Leasing and Rentals Inc. [Member]
Contract with Customer, Asset, after Allowance for Credit Loss				$ 16,200,000
Sublease of Warehouse Building in Clark Freeport Zone in Philippines [Member]
Area of Real Estate Property (Square Yard) \| yd²	3,600
Lessor, Operating Lease, Grace Period (Month)	2 months
Chief Executive Officer [Member]
Salary and Wage, Officer, Excluding Cost of Good and Service Sold		$ 300,000
Executive Officer Compensation, Percentage of Net Income		5.00%
Automobile Monthly Allowance			$ 1,500
Executive Vice President [Member]
Salary and Wage, Officer, Excluding Cost of Good and Service Sold		$ 200,000

Note 11 - Leases (Details Textual)	1 Months Ended
Note 11 - Leases (Details Textual)	Mar. 31, 2023 USD ($) yd²	Sep. 30, 2024 USD ($)	Aug. 26, 2024 USD ($)	Jul. 01, 2024 USD ($)	Dec. 31, 2023 USD ($)
Operating Lease, Right-of-Use Asset		$ 316,767			$ 538,932
Operating Lease, Liability, Current		313,479			291,263
Operating Lease, Liability, Noncurrent		$ 0			$ 235,625
Sublease of Warehouse Building in Clark Freeport Zone in Philippines [Member]
Area of Real Estate Property (Square Yard) \| yd²	3,600
Lessor, Operating Lease, Grace Period (Month)	2 months
Lessor, Operating Lease, Monthly Rent, First Year	$ 15,000
Lessor, Operating Lease, Monthly Rent, Year Two	15,750
Lessor, Operating Lease, Monthly Rent, Remaining Term	$ 16,530
Common Area Maintenance Costs, Percent of Monthly Rent	5.00%
Leased Residence in Osceola, Arkansas [Member]
Operating Lease Monthly Payment				$ 3,000
Leased Location in Manalapan, New Jersey [Member]
Operating Lease Monthly Payment			$ 2,900

Note 11 - Leases - Schedule of Information Regarding Leases (Details) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Lease expenses
Operating lease expenses	$ 267,803	$ 0
Short-term lease expenses	66,831	177,397
Total lease cost	334,634	177,397
Operating cash flows	$ 259,048	$ 0
Operating leases (Year)	1 year
Operating leases	14.00%	0.00%

Note 11 - Leases - Future Minimum Lease Payments (Details)	Sep. 30, 2024 USD ($)
2024	$ 87,924
2025	248,873
Total payments	$ 336,797

Note 12 - Subsequent Events (Details Textual)			9 Months Ended
Note 12 - Subsequent Events (Details Textual)	Oct. 31, 2024 USD ($) ft²	Oct. 30, 2024 USD ($) shares	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Oct. 03, 2024 USD ($)
Proceeds from Issuance of Debt			$ 648,937	$ 0
Subsequent Event [Member] \| Facility in Osceola, Arkansas [Member]
Area of Real Estate Property (Square Yard) \| ft²	580,000
Subsequent Event [Member] \| Maddox Industries, LLC [Member]
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) \| shares		3,100,000
Subsequent Event [Member] \| Maddox Industries, LLC [Member] \| Earnout Payment [Member]
Business Combination, Consideration Transferred, Liabilities Incurred		$ 1,000,000
Amended and Restated Standby Equity Purchase Agreement [Member] \| Subsequent Event [Member]
Debt Instrument, Face Amount	$ 3,000,000				$ 2,000,000
Debt Instrument, Discount Rate Applied to Principal	5.00%
Proceeds from Issuance of Debt	$ 1,752,000

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