Item 3.02 Unregistered Sales of Equity Securities.

As previously disclosed, on August 23, 2022, Enviro Technologies U.S., Inc. (the "Company") issued John A. DiBella a 6% unsecured convertible promissory note in the principal amount of $815,565, convertible at the option of Mr. DiBella at $0.06 per share, with a maturity date of September 6, 2023 (the "Payroll Note"). In addition, on September 6, 2022 the Company issued John A. DiBella a 6% unsecured promissory note in the principal amount of $139,000, in satisfaction of Mr. DiBella's advances to the Company with a maturity date of December 6, 2022 (the "Short Term Note"). Effective December 29, 2022 Mr. DiBella converted $60,000 of the principal amount of the Payroll Note for 1,000,000 shares of restricted common stock pursuant to the conversion terms of the Payroll Note (the "Conversion Shares"), reducing the principal amount under the Payroll Note to $755,565.

The issuance of the Conversion Shares was not registered under the Securities Act of 1933, as amended, in reliance on an exemption from registration under Section 3(a)(9) of the Securities Act, in that (a) the Conversion Shares are being issued in connection with the partial conversion of the Payroll Note; (b) there was no additional consideration of value being delivered by Mr. DiBella in connection with the conversion; and (c) there are no commissions or other remuneration being paid by the Company in connection with the conversion. The Conversion Shares contain a legend restricting their transferability absent registration or applicable exemption.




Item 8.01 Other Events.

To the extent required by this Item 8.01, the information included under Item 3.02 above is incorporated herein by reference. The Company and Mr. DiBella agreed to amend the Short Term Note to provide for repayment in three equal consecutive monthly installments, the initial payment due on December 31, 2022.


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