Item 3.02 Unregistered Sales of Equity Securities.
The information set forth under Item 8.01 of this Current Report on Form 8-K is
incorporated by reference into this Item 3.02.
Item 8.01 Other Events.
On May 10, 2021, ADOMANI, Inc. (the "Company") issued a press release announcing
that it completed the second closing of its previously announced private
placement on May 7, 2021, resulting in $16.275 million of additional cash
proceeds.
As previously reported on the Current Report on Form 8-K of the Company filed on
December 28, 2020 (the "Previous Form 8-K"), the Company entered into a
Securities Purchase Agreement (the "Purchase Agreement") with certain
institutional and accredited investors, whereby the Company sold, and the
investors purchased, shares of common stock of the company, par value $0.00001
(the "Common Stock"), and warrants (the "Warrants") to purchase additional
shares of Common Stock (the "Financing").
Pursuant to the Securities Purchase Agreement, at the initial closing of the
Financing (the "Initial Closing") on December 31, 2020, the Company raised gross
proceeds of $5,750,000 through the sale and issuance of 11,500,000 shares of
Common Stock at a purchase price equal to $0.50 per share, and Warrants to
purchase up to an aggregate of 8,625,001 shares of Common Stock at an exercise
price of $0.50 per share.
Following the effectiveness of the Registration Statement on Form S-3 (File No.
333-255341) filed with the U.S. Securities and Exchange Commission (the "SEC")
on April 19, 2021, registering the shares of Common Stock sold, and issuable
under the Warrants, in connection with the Financing, and the closing of the
Company's acquisition of Envirotech Drive Systems, Inc. on March 16, 2021, the
Company completed the second closing of the Financing, at which the Company
raised aggregate gross proceeds of approximately $17,250,000 through the sale
and issuance of 38,333,334 shares of Common Stock at a purchase price equal to
$0.45 per share, and Warrants to purchase up to an aggregate of 19,166,670
shares of its Common Stock at an exercise price of $1.00 per share.
The foregoing description of the terms of the Purchase Agreement and the
Warrants is not complete and is qualified in its entirety by reference to the
terms of the Purchase Agreement and the Warrants, the forms of which were
attached as Exhibits 10.1, 4.1 and 10.2, respectively, to the Previous Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
99.1 Press Release of ADOMANI, Inc., dated May 10, 2021.
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