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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