UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K/A

 

☒   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2018

 

or

 

☐   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

 

ADOMANI, INC.

(Name of registrant as specified in its charter)

 

| Delaware                                                        |   | 46-0774222                            |
|-----------------------------------------------------------------|--------|---------------------------------------|
| (State or other jurisdiction of

incorporation or organization) |   | (I.R.S. Employer

Identification No.) |

 

4740 Green River Road, Suite 106

Corona, California 92880

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number including area code: (951) 407-9860

 

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

 

| Title of each class                       |   | Trading

Symbol(s) |   | Name of each exchange on which registered |
|-------------------------------------------|--------|--------------------|--------|-------------------------------------------|
| Common Stock, par value $.00001 per share |   | ADOM               |   | NASDAQ Stock Market                       |

 

Securities registered pursuant to Section 12(g) of the Act: None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes ☐ No ☒

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒

 

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 aggregate market value of the common stock held by non-affiliates of the registrant, based on the closing price reported by the Nasdaq Capital Market on June 29, 2018, was approximately $61.7 million.

 

As of February 8, 2019, 72,732,292 shares of the registrant’s common stock were issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

 

The information that is required to be included in Part III of this Annual Report on Form 10-K is incorporated by reference to either a definitive proxy statement or an amendment to this Annual Report on Form 10-K to be filed by the registrant within 120 days of December 31, 2018. Only those portions of any such definitive proxy statement that are specifically incorporated by reference herein shall constitute a part of this Annual Report on Form 10-K.

 

 

 

 

----

 

EXPLANATORY NOTE

 

We are filing this Amendment No. 1 on Form 10-K/A to the Adomani, Inc. quarterly report on Form 10-K for the quarterly period ended December 31, 2018 filed with the Securities and Exchange Commission on February 19, 2019 (the original Form 10-K) solely to include missing language in the introductory section of paragraph 4, as well as to subsection (b) of paragraph 4 of Exhibits 31.1 and 31.2.

No other changes have been made to the original Form 10-K.  This Amendment No. 1 is presented as of the filing date of the original Form 10-K, does not reflect events that may have occurred subsequent to that date, and does not modify or update in any way disclosures made in the original Form 10-K, other than as described above.

 

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Part IV

| Item 15. | Exhibits, Financial Statement Schedules |
|----------|-----------------------------------------|

| (a) | The following documents are filed as part of this Annual Report: |
|-----|------------------------------------------------------------------|

|   | (1) | Financial Statements. |
|--------|-----|-----------------------|

The financial statements filed as part of this Annual Report are listed in the “Index to Consolidated Financial Statements” under Part II, Item 8 of this Annual Report.

|   | (2) | Financial Statement Schedules. |
|--------|-----|--------------------------------|

Schedules are omitted because the required information is not present or is not present in amounts sufficient to require submission of the schedule or because the information required is given in the consolidated financial statements or the notes thereto.

|   | (3) | Exhibits. |
|--------|-----|-----------|

The following exhibits are filed (or incorporated by reference herein) as part of this Annual Report:

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Exhibit Index

 

|    |   |                                                                                                                                                                                                                        |   |    |   | Incorporated by Reference |   |       |
|---------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------|--------|---------------------------|--------|------------|
| Exhibit |   |                                                                                                                                                                                                                        |   |    |   |                      |   | Filing     |   |   |   | Filed |
| Number  |   | Description of Exhibit                                                                                                                                                                                                      |   | Form    |   | File No.             |   | Date       |   | Exhibit |   | Herewith |
|    |   |                                                                                                                                                                                                                        |   |    |   |                      |   |       |   |   |   |   |
| 3.1     |   | Amended and Restated Certificate of Incorporation of the Company                                                                                                                                                            |   | 1-A POS |   | 024-10656                 |   | 6/15/2017  |   | 2.7 |   |   |
|    |   |                                                                                                                                                                                                                        |   |    |   |                      |   |       |   |   |   |   |
| 3.2     |   | Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company                                                                                                                                |   | 8-K     |   | 001-38078                 |   | 6/11/2018  |   | 3.1 |   |   |
|    |   |                                                                                                                                                                                                                        |   |    |   |                      |   |       |   |   |   |   |
| 3.3     |   | Amended and Restated Bylaws of the Company                                                                                                                                                                                  |   | 1-A POS |   | 024-10656                 |   | 6/15/2017  |   | 2.8 |   |   |
|    |   |                                                                                                                                                                                                                        |   |    |   |                      |   |       |   |   |   |   |
| 4.1     |   | Specimen Common Stock Certificate                                                                                                                                                                                           |   | S-1/A   |   | 333-220983                |   | 12/15/2017 |   | 4.1 |   |   |
|    |   |                                                                                                                                                                                                                        |   |    |   |                      |   |       |   |   |   |   |
| 4.2     |   | Form of Secured Promissory Note                                                                                                                                                                                             |   | 1-A     |   | 024-10656                 |   | 12/21/2016 |   | 3.1 |   |   |
|    |   |                                                                                                                                                                                                                        |   |    |   |                      |   |       |   |   |   |   |
| 4.3     |   | Common Stock Purchase Warrant, dated June 26, 2017, issued to Boustead Securities, LLC                                                                                                                                      |   | 10-Q    |   | 001-38078                 |   | 8/14/2017  |   | 4.1 |   |   |
|    |   |                                                                                                                                                                                                                        |   |    |   |                      |   |       |   |   |   |   |
| 4.4     |   | Common Stock Purchase Warrant, dated June 19, 2017, issued to Redwood Group International Limited                                                                                                                           |   | 10-Q    |   | 001-38078                 |   | 8/14/2017  |   | 4.2 |   |   |
|    |   |                                                                                                                                                                                                                        |   |    |   |                      |   |       |   |   |   |   |
| 4.5     |   | Form of Common Stock Purchase Warrant, dated January 5, 2018                                                                                                                                                                |   | 8-K     |   | 001-38078                 |   | 1/8/2018   |   | 4.1 |   |   |
|    |   |                                                                                                                                                                                                                        |   |    |   |                      |   |       |   |   |   |   |
| 4.6     |   | Form of Placement Agent Warrant, dated January 5, 2018                                                                                                                                                                      |   | 8-K     |   | 001-38078                 |   | 1/8/2018   |   | 4.2 |   |   |
|    |   |                                                                                                                                                                                                                        |   |    |   |                      |   |       |   |   |   |   |
| 4.7     |   | Form of Unit Certificate                                                                                                                                                                                                    |   | S-1/A   |   | 333-220983                |   | 1/4/2018   |   | 4.7 |   |   |
|    |   |                                                                                                                                                                                                                        |   |    |   |                      |   |       |   |   |   |   |
| 9.1     |   | Voting Trust Agreement, by and among Provident Trust Group FBO Cornelia P. Doherty ROTH IRA, Connie Doherty Living Trust Dated May 1, 1996, Gary Nettles as Voting Trustee, and the Company, dated March 20, 2017 |   | 1-A/A   |   | 024-10656                 |   | 4/7/2017   |   | 5.1 |   |   |
|    |   |                                                                                                                                                                                                                        |   |    |   |                      |   |       |   |   |   |   |
| 10.1+   |   | 2012 Stock Option and Stock Incentive Plan, and forms of agreement thereunder                                                                                                                                               |   | 1-A     |   | 024-10656                 |   | 12/21/2016 |   | 6.4 |   |   |
|    |   |                                                                                                                                                                                                                        |   |    |   |                      |   |       |   |   |   |   |
| 10.2+   |   | Employment Offer Letter, by and between James L. Reynolds and the Company, dated September 1, 2014                                                                                                                          |   | 1-A     |   | 024-10656                 |   | 12/21/2016 |   | 6.6 |   |   |
|    |   |                                                                                                                                                                                                                        |   |    |   |                      |   |       |   |   |   |   |
| 10.3+   |   | Employment Offer Letter, by and between Edward R. Monfort and the Company, effective June 1, 2016                                                                                                                           |   | 1-A     |   | 024-10656                 |   | 12/21/2016 |   | 6.7 |   |   |
|    |   |                                                                                                                                                                                                                        |   |    |   |                      |   |       |   |   |   |   |
| 10.4+   |   | Form of Indemnity Agreement                                                                                                                                                                                                 |   | 1-A     |   | 024-10656                 |   | 12/21/2016 |   | 6.8 |   |   |
|    |   |                                                                                                                                                                                                                        |   |    |   |                      |   |       |   |   |   |   |
| 10.5    |   | Patent License-Use and Manufacturing Agreement, by and between Silicon Turbine Systems, Inc. and the Company, dated November 7, 2014                                                                                        |   | 1-A     |   | 024-10656                 |   | 12/21/2016 |   | 6.9 |   |   |
|    |   |                                                                                                                                                                                                                        |   |    |   |                      |   |       |   |   |   |   |
| 10.6    |   | Consulting Agreement, by and between Redwood Group International Limited and the Company, dated November 14, 2016                                                                                                           |   | 1-A     |   | 024-10656                 |   | 12/21/2016 |   | 6.10 |   |   |

3

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|    |   |                                                                                                                                                              |   |   |   | Incorporated by Reference |   |       |
|---------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|--------|---------------------------|--------|------------|
| Exhibit |   |                                                                                                                                                              |   |   |   |                      |   | Filing     |   |   |   | Filed |
| Number  |   | Description of Exhibit                                                                                                                                            |   | Form   |   | File No.             |   | Date       |   | Exhibit |   | Herewith |
|    |   |                                                                                                                                                              |   |   |   |                      |   |       |   |   |   |   |
| 10.7    |   | Consulting Services Agreement, by and between TriplePoint, LLC and the Company, dated February 17, 2016                                                           |   | 1-A    |   | 024-10656                 |   | 12/21/2016 |   | 6.12 |   |   |
|    |   |                                                                                                                                                              |   |   |   |                      |   |       |   |   |   |   |
| 10.8    |   | Advisor Agreement, by and between Dennis R. Di Ricco and the Company, dated September 1, 2016, as amended                                                         |   | 1-A    |   | 024-10656                 |   | 12/21/2016 |   | 6.14 |   |   |
|    |   |                                                                                                                                                              |   |   |   |                      |   |       |   |   |   |   |
| 10.9+   |   | Employment Agreement, by and between Michael K. Menerey and the Company, dated January 1, 2017                                                                    |   | 1-A/A  |   | 024-10656                 |   | 1/17/2017  |   | 6.15 |   |   |
|    |   |                                                                                                                                                              |   |   |   |                      |   |       |   |   |   |   |
| 10.10   |   | Termination Agreement, by and between Dennis Di Ricco and the Company, dated March 20, 2017                                                                       |   | 1-A/A  |   | 024-10656                 |   | 4/7/2017   |   | 6.16 |   |   |
|    |   |                                                                                                                                                              |   |   |   |                      |   |       |   |   |   |   |
| 10.11+  |   | 2017 Equity Incentive Plan                                                                                                                                        |   | 1-A/A  |   | 024-10656                 |   | 4/7/2017   |   | 6.17 |   |   |
|    |   |                                                                                                                                                              |   |   |   |                      |   |       |   |   |   |   |
| 10.12+  |   | Form of Stock Option Agreement for 2017 Equity Incentive Plan                                                                                                     |   | 1-A/A  |   | 024-10656                 |   | 4/7/2017   |   | 6.18 |   |   |
|    |   |                                                                                                                                                              |   |   |   |                      |   |       |   |   |   |   |
| 10.13+  |   | Form of Notice of Grant of Stock Option for 2017 Equity Incentive Plan                                                                                            |   | 1-A/A  |   | 024-10656                 |   | 4/7/2017   |   | 6.19 |   |   |
|    |   |                                                                                                                                                              |   |   |   |                      |   |       |   |   |   |   |
| 10.14   |   | Office Lease, dated July 11, 2017, by and between HGN Corona Partners, LLC and the Company                                                                        |   | S-1    |   | 333-220983                |   | 10/16/2017 |   | 10.14 |   |   |
|    |   |                                                                                                                                                              |   |   |   |                      |   |       |   |   |   |   |
| 10.15   |   | Securities Purchase Agreement, dated January 5, 2018, by and among the Company and certain investors set forth therein                                            |   | 8-K    |   | 001-38078                 |   | 1/8/2018   |   | 10.1 |   |   |
|    |   |                                                                                                                                                              |   |   |   |                      |   |       |   |   |   |   |
| 10.16   |   | Form of Subscription Agreement                                                                                                                                    |   | 1-A/A  |   | 024-10656                 |   | 2/13/2017  |   | 4.1 |   |   |
|    |   |                                                                                                                                                              |   |   |   |                      |   |       |   |   |   |   |
| 10.17   |   | Form of Escrow Deposit Agreement                                                                                                                                  |   | 1-A/A  |   | 024-10656                 |   | 2/13/2017  |   | 8.1 |   |   |
|    |   |                                                                                                                                                              |   |   |   |                      |   |       |   |   |   |   |
| 10.18   |   | Form of Leak-Out Agreement, dated January 5, 2018                                                                                                                 |   | 8-K    |   | 001-38078                 |   | 1/8/2018   |   | 10.2 |   |   |
|    |   |                                                                                                                                                              |   |   |   |                      |   |       |   |   |   |   |
| 21.1    |   | Subsidiaries of the Company                                                                                                                                       |   | S-1    |   | 333-220983                |   | 10/16/2017 |   | 21.1 |   |  

  |
|    |   |                                                                                                                                                              |   |   |   |                      |   |       |   |   |   |   |
| 31.1    |   | Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer                                                                                               |   |   |   |                      |   |       |   |   |   | X |
|    |   |                                                                                                                                                              |   |   |   |                      |   |       |   |   |   |   |
| 31.2    |   | Rule 13a-14(a) / 15d-14(a) Certification of Chief Financial Officer                                                                                               |   |   |   |                      |   |       |   |   |   | X |
|    |   |                                                                                                                                                              |   |   |   |                      |   |       |   |   |   |   |
| 32.1#   |   | 18 U.S.C. Section 1350 Certification of Chief Executive Officer and Chief Financial Officer, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |   |   |   |                      |   |       |   |   |   | X |

 

| + | Indicates a management contract or compensatory plan. |
|---|-------------------------------------------------------|

| # | The information in Exhibit 32.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or |
|---|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

4

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|  | the Securities Act, or the Exchange Act (including this 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 Annual Report on Form 10-K 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. |
|---|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

5

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

|                    |   | ADOMANI, INC. |
|-------------------------|--------|---------------|
|                    |   |          |   |
| Date: May 22, 2019 |   | By:           | /s/ James L. Reynolds |
|                    |   |          | James L. Reynolds |
|                    |   |          | Chief Executive Officer and President |

 

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James L. Reynolds and Michael K. Menerey, jointly and severally, his attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any amendments to this report, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.

 

| Signature                 |   | Title                                                     |   | Date         |
|---------------------------|--------|-----------------------------------------------------------|--------|--------------|
|                      |   |                                                      |   |         |
| /s/ James L. Reynolds     |   | Chief Executive Officer, President, Chairman of the       |   | May 22, 2019 |
| James L. Reynolds         |   |  Board (Principal Executive Officer)                 |   |         |
|                      |   |                                                      |   |         |
| /s/ Michael K. Menerey    |   | Chief Financial Officer and Director (Principal           |   | May 22, 2019 |
| Michael K. Menerey        |   |  Financial Officer and Principal Accounting Officer) |   |         |
|                      |   |                                                      |   |         |
| /s/ Gary W. Nettles       |   | Director                                                  |   | May 22, 2019 |
| Gary W. Nettles           |   |                                                      |   |         |
|  

/s/ Janet Boydell |   |  

Director                                          |   | May 22, 2019 |
| Janet Boydell             |   |                                                      |   |         |
|                      |   |                                                      |   |         |
| /s/ John F. Perkowski     |   | Director                                        |   | May 22, 2019 |
| John F. Perkowski         |   |                                                      |   |         |

 

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