Committed to be the most competitive technology-leading manufacturer of lithium batteries!

HGB

ADOMANI, Inc. (ADOM)

by:HGB     2020-06-06
Washington, D. C.
20549 (the exact name of the registrant specified in the articles of association) Delaware 3714 46-
0774222 (state or other jurisdiction registered or organized) (main Standard Industrial Classification Code) (I)R. S.
Employer Identification Number) Michael. Hedge Andrew D. Thorpe, Esq. Matthew A.
Susan Melissa V. Frayer, Esq.
Park Plaza, 12/F, Orrick Building, Irvine, California, 92614 Howard Street, 405 (949) 253-
0900 San Francisco, California 94105 (415) 773-
5700☒☐☐☐Largeacceleratedfiler☐Accelerated File☐Non
Accelerated File☒(Do not check if there is a smaller reporting company)☐Emerging growth companies☒☒Ownership of each class of securities in the registered unit, each class of securities consists of a common stock with a face value of $0.
$00001 per share and warrants for the purchase of shares of common stock (3) $-$ —
Warrants included in the unit (4) $-$ —
Total common stock of warrants included in unit (3): $103,500,000 $12,887 (1) for use only under rule 457 (o) the calculation of the registration fee is based on the revised Securities Act of 1933 or the Securities Act.
(2) include the issue price of additional units that may be sold to investors when the underwriters exercise excess
Subscription options.
(3) according to rule 416th of the Securities Law, securities registered under this agreement include securities that may be issued in connection with securities registered under this agreement as a result of stock segmentation, stock dividends or similar transactions.
(4) no additional registration fee is required under section 457th (g) of the Securities Act.
Subject to the completion of 2017 prospectus per unit, the public offering price is $ underwriting discount and commission (1) income is given to us, summary of prospectus on expense page 1 7 risk factors prior to issue 9 special Note on Forward
Outlook statement 34 Earnings of registrant common stock and related shareholder matters 35 market use 36 capitalization 37 dilution 39 Selected Consolidated Financial Data 40 Management Discussion and Analysis of Financial Position operational results 42 business 54 management 72 executive compensation 78 security ownership and management of certain beneficial owners 84 certain relationships and related party transactions 86 share capital description 87 materials United States of AmericaS.
Federal income tax consideration 92 underwriting 98 legal affairs 100 expert 100 where you can find additional information on the financial statements 100 Index
1 Summary of prospectus · cost and availability of energy storage technology, especially the cost and capacity of rechargeable lithium-ion batteries;
Provide grants, loans, tax cuts and other financial support for energy storage and electric vehicle research and development;
A specific percentage of the car manufacturer is required to be electric or other Zero
Vehicles discharged;
Automotive manufacturers are required to meet fuel economy standards for certain fleetsWide reference.
Authorizing government fleets to purchase a percentage of vehicles with low emissions, energy savings or alternative fuels;
Tasks for transport agencies or school districts to purchase or modify electric or other alternative fuel vehicles;
Rebates, tax credits and other incentives for the purchase or lease of electric or other alternative fuel vehicles;
The provision of charging stations and other charging infrastructure, in turn driven by government funds, tax credits, rebates and other incentives designed to increase the number of charging stations;
Electricity charge for charging plug-
In electric vehicles or electric vehicles, affected by special rates introduced by utilities;
Registration, emission testing and preferential treatment for access to highways, city centres and high occupancy vehicles or HOV lanes;
And the cost of conventional diesel or gasoline, and the incremental cost of owning and operating electric vehicles comparable to conventional fuels.
Difficulties in complying with existing and new federal and state emission restrictions and compliance requirements;
Save costs while managing high fuel, maintenance and repair costs;
Extend the service life of existing vehicles;
When fuel supply is interrupted, for example during a natural disaster, it is difficult to plan the operation of their fleet;
And the difficulties of improving these heavy environments.
Commercial fleet on duty· Add Emission-
Fleet vehicles and power systems that meet ADOMANI standards.
Our commercial fleet vehicles and power systems are designed to reduce or eliminate the use of conventional fuels that generate greenhouse gases and particulate matter.
Reduce total cost of ownership.
Our technology is designed to reduce fuel budgets by eliminating or reducing dependence on conventional oil.
Based on fuel, instead use a more energy-efficient, lower-priced grid-
Provide electricity.
Extend the service life of existing vehicles. Zero-
The maintenance costs of discharging electric vehicles and hybrid vehicles are generally low.
These reduced maintenance costs may take the form of longer service intervals between brake system maintenance, reduction or elimination of changes in internal combustion engine oil and oil filters, reducing or eliminating changes in transmission oil and oil filters, reduce or eliminate changes in air filters, reduce or eliminate emissions system services, reduce or eliminate the use of diesel emission fluids, and eliminate emissions testing for conventional fuel vehicles (if converted to zero)
Discharge electric drive system) and cancel the certification test of high pressure storage tanks for propane, liquefied natural gas and compressed natural gas transport vehicles (if conversion is zero)
Electric Transmission system ).
Plans to deal with natural disasters when fuel supplies may be disrupted. Our zero-
The emissions system can be used as on-
Emergency support on site-
If the power supply of the power grid becomes intermittent or temporary in natural or human processes, increase the energy storagemade disasters.
Improve the environment around the vehicle.
Because of our zero
Emissions Systems, drivers, operators, customers and the communities they serve have a healthier environment within and around these vehicles.
Product diversity.
We have a variety of products, including zero-
Electric and hybrid transmission system, new use-built zero-
Emissions of electric vehicles and fixed energy storage solutions can therefore be extended-up, scale-
Cut or refine specific product lines according to market needs and evolving local, state and federal incentives.
In addition, in each product area, we have multiple suppliers of key transmission system components that allow the replacement parts required for our end product and product life to be price-flexible.
This allows us to meet the expectations and budget constraints of public or private commercial fleet operators.
Familiar with regulators.
By playing an active role in many trade industry groups and related activities, we have developed and made continuous efforts to participate in the growing zero-
The emissions and hybrid automotive industry.
To achieve their own positive emissions targets, these regulators encourage growth in zero emissions
Emissions of electric vehicles and hybrid systems, especially emissions of electric vehicles and hybrid systems related to heavy vehicles
Commercial fleet on duty
Relationship with the purchaser.
To help shorten the sales cycle of our products, we have identified and established relationships with key commercial operators with purchasing authority or influence on their organizations.
We are also able to leverage past sales and marketing relationships built by our experienced management team.
Additional sales potential.
We have additional sales potential with our commercial fleet customers.
These potential additional sales may include: an automatic charging infrastructure, an intelligent fixed energy storage system that can quickly improve the level of the vehicle
Charge, emergency-
Power supply for facilities used during power outages, enabling technology access to the developing China Power Grid
Connection opportunities for the total power available to large battery groups, or support technologies that can avoid power demand charging.
Unique market knowledge.
Based on more than 30 years of experience with our management team, we have specific and unique knowledge of the sales cycle.
Develop sales people.
We plan to hire and train our original sales staff to complement our current team.
The training will include familiarizing them with the various funding options available and how they can be obtained, or helping our clients to get them.
Network of dealers.
We intend to establish a network of third-party resellers for local sales and services in ADOMANI zero
Emission replacement drive system vehicles and new uses-built zero-
Emissions electric and hybrid commercial vehicles manufactured by or for us.
Develop a third party relationship.
We plan to complete existing negotiations with our partners and make our zero-
Emissions system.
Demo provided.
We will look for and respond to local, state and federal pilot demonstration opportunities in areas of interest where we have relevant current products, or, areas of interest that are consistent with products on our product development roadmap but still in the early stages of development.
Get approval for the incentive plan.
We will seek approval for the use of our products for a variety of local, state and federal vehicle names and incentive programs, such as the California heavy duty voucher incentive program managed by CARB, designed to speed up the purchase of cleaner, more efficient trucks and buses in California.
Develop a portfolio of intellectual property rights, license our technology, and collaborate strategically.
We plan to take advantage of our existing intellectual property, knowledge base and patent portfolio while seeking licensing opportunities.
Label and collaborate with strategic partners who can deliver unique and complementary products and technologies.
Improve our manufacturing, installation and service capabilities.
Due to exceeding the facility space and technician time requirements of our partners, we intend to expand or relocate to a larger ADOMANI-
Own or lease our zero for manufacturing, installation and service
Emissions system.
Introduce new products.
With the development of the new market, we plan to expand our zero.
Emission systems in the vertical field of auxiliary products, such as charging infrastructure, also known as Electric Vehicle Service Equipment, fixed energy storage, vehiclesto-
Grid hardware and functionality.
Develop our international business.
We plan to develop our business in the world.
For example, we intend to seek opportunities in China through our wholly owned subsidiaries.
Adomani (Nantong) Automotive Technology Co. , Ltd. Ltd.
Or Adobe China.
While we believe that China is an important market for us, in part because it has publicly announced its emphasis on hybrid power and
Electric cars and a large population, we are still in the early stages of developing a business plan to seek this opportunity, including considering a proposal for a 18,000 square foot factory in Nantong, China to complete the conversion kit order in China, and continue to evaluate our zero with production and sales-
China\'s emission power system.
We may not be able to successfully execute our business plan, generate revenue in 2017 and create a trajectory for sustainable growth;
We have a history of losing money and may not be able to achieve or maintain profitability in the future;
Our independent CPA firm stated in its report on our audited consolidated financial statements that it had great doubts about our ability to continue as a continuous operation;
Our limited operating history makes it difficult for us to assess our current business and future prospects and may increase the risk of your investment;
Our future growth depends on the conversion needs of existing dieseland gasoline-
Power buses, trucks and other fleet vehicles to zero-
Emissions electric or hybrid systems and demand for new buses, trucks and other fleet vehicles with zero emissions
Emission power system;
We may not be able to compete successfully with current and future competitors;
Our sales cycle can be long and unpredictable, and it takes quite a bit of time and expense before executing the customer agreement, which can make the project difficult, if any, we will get new customers and generate revenue from these customers;
The development of alternative technologies or the improvement of internal combustion engines may have a significant adverse impact on the demand for electric vehicles and our power systems;
We may not be able to keep up with zero.
Technology for electric vehicles or hybrid vehicles;
Zero commercial demand-
Emissions from electric and hybrid vehicles may decrease, as this is partly dependent on the continuation of current trends resulting from dependence on fossil fuels;
We may not be able to reduce and fully control the costs and expenses associated with operating the business;
We may not be able to manage our growth effectively and we may not be able to execute our business plans, maintain a high level of service or adequately address competitive challenges; · our zero-
Emissions and hybrid systems may not operate as expected;
We rely on third parties to deliver raw materials, parts, components and services in a timely manner with appropriate quality and quantity, reasonable price, quality level and quantity;
The success of our business depends to a certain extent on the success of our strategic relationship with third parties;
We may not be able to effectively and quickly extend our manufacturing, assembly and conversion processes from small batch production to mass production;
We may be subject to claims for product liability;
We may be forced to recall our products;
We may not be able to design, develop, market and sell our zero
Emission electric and hybrid transmission systems or related products and services that meet more market opportunities;
Our growth depends to a certain extent on the availability and amount of government subsidies and incentives, as well as the implementation of regulations encouraging the shift to electric or hybrid vehicles;
Our service model may be costly for us and may not meet the service requirements of potential customers;
Our decentralized model of assembly, sales and service will present many challenges, and we may not be able to carry out the plan to establish sales, the services and assembly facilities in the urban areas we target, and our facilities in any of these markets may not perform well relative to our expectations;
We are subject to changing substantive regulation, adverse changes or our failure to comply with them can seriously harm the results of our operations and operations;
Any failure to protect our intellectual property rights may impair our ability to protect proprietary technology;
In our many zeros
We use a battery pack of lithium-
Ion batteries, if not properly managed and controlled, are rarely observed to catch fire or discharge smoke and flames;
We may not be able to take advantage of a large portion of our net operating losses or R & D tax credits carried forward, which may adversely affect our profitability.
In addition to any of the required unaudited interim financial statements, only two years of audited financial statements, corresponding to a reduction in the disclosure of \"Management\'s Discussion and Analysis of Financial Position and operational results;
Reduce disclosure of our executive compensation arrangements; · no non-
Conduct a binding advisory vote on executive compensation or golden parachute arrangements;
As well as waiving the auditor\'s certification requirements in assessing our internal control over financial reporting.
Issuer: ADOMANI, Inc.
Securities provided: the lowest and highest Securities, each unit consisting of one share of our common stock with a face value of $0.
00001 or ordinary shares, and warrants for the purchase of our common shares. Over-
Subscription option: we have granted oversubscription rights to underwriters.
Subscription options, within 30 days from the date of publication of this prospectus, sell up to one additional unit at a publicly issued price.
Issue price: each unit of the warrants included in the unit is feasible $: each warrant provided as part of the unit may be exercised at the end of this issuance and expire at 5: 00m.
New York time, the anniversary of the release date.
The exercise price of the warrants included in the unit: $ per share of common stock issued before this issuance: 68,070,930 ordinary shares to be issued after this issuance: shares, if the minimum number of units is sold, if the maximum number of units is sold, the shares are sold.
Shares of common stock that can be issued by the warrants issued before this issuance: 1,799,659 shares of common stock that can be issued by the warrants issued after this issuance: if the minimum number of shares is sold, if the maximum number of units is sold.
Do our best to issue: we hire Boustead Securities, LLC as underwriters to deliver these products to potential investors on a \"best effort\" basis.
The underwriters do not need to sell any units of any specific quantity or dollar amount provided in this prospectus, but will do their best to sell them.
We will not close this issue unless we sell the least units, and our underwriters will have the right to hire other brokers --
It decides to assist the distributor or agent who provides such products.
Use of Proceeds: if we sell all units, we estimate that our net income (after underwriting discounts and commissions and other issuance fees we estimate) is approximately $.
We intend to use the net proceeds from this issue primarily to prepay our outstanding security 9% Notes payable and working capital.
We can also use a portion of our net income to acquire or invest in technologies, solutions or businesses that complement our business, although we do not currently have any commitments or agreements to acquire or invest.
For more information, see use of revenue \".
Risk factors: investing in our securities involves a high degree of risk.
Please see \"Risk Factors\" at the beginning of page 9 of this prospectus for what you should consider before deciding to invest in our securities.
Common stock and warrants market: our common stock is listed on the NASDAQ Capital Market in the symbol \"ADOM.
\"However, there is no mature open trading market for warrants, and we do not expect the market to develop.
In addition, we do not intend to apply for the listing of warrants on any national stock exchange.
Warrants are immediately separated from shares of common stock provided as part of the unit.
As of June 30, 2017, 26,775,000 shares of common stock may be issued in the exercise of options that have not yet been issued, with a exercise price of $0. 10 per share;
· As of June 30, 2017, 3,600,000 shares of common stock may be issued in the exercise of options that have not yet been issued, with an exercise price of $10. 49 per share;
As of June 30, 2017, 15,000,000 shares of common stock issued under the 2017 equity incentive plan were retained;
As of June 30, 2017, 1,799,659 ordinary shares may be issued at the time of exercise of the guarantee, with a weighted average exercise price of $4. 42 per share;
· Shares of common stock that can be issued after fully exercising the warrants provided as part of the unit;
And the securities that we may issue when the underwriters overexercise them.
Subscription options for the sale of additional securities.
Continue to invest in R & D and improve our zero
Emission products and services;
Design, develop and manufacture our transmission system and its components;
Increase our sales and marketing to get new customers;
Add our general and administrative functions to support our growing business.
Views on zero
Discharge the quality, safety design, performance and cost of electric vehicles, especially in the event of adverse events or accidents related to the quality or safety of any electric vehicle;
The View on technical restrictions has limited scope
Emissions electric vehicles can be driven by a single battery charge (additional batteries are required for an increase in distance, which adds weight and at some point, too much weight will reduce the extra distance sought before a charge is required );
Overall view on vehicle safety, especially safety issues that may result from the use of advanced technology;
Availability of alternative fuel vehicles, including improvements in fuel economy for competitive vehicles and internal combustion engines, may result in slower speeds
Demand drop to zero-
Electric vehicles;
Availability of zero services
Electric vehicles;
Environmental awareness of diesel car owners --and gasoline-
Motor buses, trucks and other fleet vehicles;
Changes in oil and gasoline costs;
Government regulations and economic incentives, including changes in the administration and legislation of the federal and state governments to improve fuel efficiency and alternative forms of energy;
· Access to public and private charging stations, standardized charging systems for electric vehicles, and views on the convenience and cost of charging for electric vehicles;
Provide tax and other government incentives for the purchase and operation of electric vehicles, or require an increase in future regulations for the use of pollution-free vehicles;
Views on alternative fuels and actual costs;
Macroeconomic factors.
Establish adequate sales, service and service facilities in a timely manner;
Forecast production and income;
Training new personnel;
Control the costs and investments expected to expand the business;
Establishment or expansion of design, manufacturing, sales and service facilities;
Implement and strengthen administrative infrastructure, systems and processes;
Opening up new markets;
Expand the business and increase the number of personnel, including manufacturing personnel, designers, engineers and service technicians.
· Changes to regulations on lithium assembly and transportion batteries;
· Revise the United States motor vehicle safety law to further improve the overall safety of motor vehicles and ensure that electric vehicles reach a level of safety commensurate with other vehicles and trucks, buses may increase costs associated with the manufacture, assembly and conversion of components and our transmission systems;
As well as amendments to the consumer protection law to ensure that consumers are fully aware of the specific operational features of the vehicle, which may increase our costs associated with the dissemination of warning labels or other relevant customer information.
Difficulties in staffing and managing foreign and geographically dispersed operations;
The United States and international law, including export control law and U. S. law, must be observedS.
Anti-Corruption Act of 1977 and Anti-Corruption Act
Law on money laundering;
Obtaining permission or approval for different regulatory requirements for the sale of our products;
Changes or uncertainties in foreign rules and regulations may affect our ability to sell products, provide services or return profits to the United States;
Tariff and trade barriers, export regulations and other regulatory and contractual restrictions on our ability to sell products in certain foreign markets;
Fluctuations in foreign currency exchange rates;
Impose restrictions or increase withholding and other taxes on remittances and other payments by foreign subsidiaries or joint ventures;
Implementation of different labor laws and standards;
Economic, political or social instability in foreign countries and regions;
· Inability or decline in ability to protect our intellectual property, including our patent zero
The design of the emission power system, including any impact of the mandatory licensing of government actions;
And the provision of government subsidies or other incentives that benefit our competitors who are not available in the local market.
Cease the provision or use of technology or the production, use, development or sale of vehicles or conversions containing the intellectual property rights in question;
Payment of legal fees, settlement fees or other expenses or damages;
Obtain a license for the sale or use of the relevant technology on reasonable terms or not available at all;
Or redesign the technology or our vehicle to avoid infringement.
While we believe that our existing cash and cash equivalents, including the net proceeds from our issuance of common stock in June 2017, at least at the end of 2018, will be sufficient to fund our operations. We expect that in the near future, we will not be able to meet our cash needs only through product sales, so, we want to fund our operations by relying on our previous offering and the net proceeds from this one.
It is not possible to integrate or benefit from the technology or services that have been acquired in a profitable manner;
Unexpected costs or liabilities related to the acquisition;
The acquisition took place-related costs;
· It is difficult to integrate the accounting system, operations and personnel of the acquisition business;
Difficulties and additional costs related to supporting legacy products and hosting infrastructure of the acquired enterprise;
It is difficult to convert customers of the acquisition business into our applications and contract terms, including differences in the revenue, licensing, support or professional service model of the acquisition company;
Shift management\'s attention from other business issues;
Acquisition adversely affects our existing business relationships with business partners and customers;
Potential losses to key employees;
Use the resources needed for the rest of our business;
And use most of our existing cash to complete the acquisition.
The overall performance of the stock market;
Development and sustainability of our common stock active trading market;
Our business performance and the performance of other similar companies;
· Changes in estimates of operating results that we provide to the public, we fail to meet these projections or choose to track changes suggested by securities analysts of our common stock;
Press releases or other announcements issued by us or others, including the documents we submit to the SEC;
Changes in market perception --
Effectiveness of electric and hybrid products and services, especially our products and services;
Announce the technological innovation, new application, function or enhancement of products, services or products and services by us or our competitors;
We or our competitors announce acquisitions, strategic alliances, or major agreements;
Announcement of customer increase and customer cancellation or customer purchase delay;
An announcement concerning our proceedings;
Recruitment or resignation of key personnel;
Changes in our capital structure, such as future issuance of debt or equity securities;
We enter the new market;
Regulatory Development in the United States or foreign countries;
The whole economy, the market situation of our industry and the industry of our customers;
Expiration of market deadlock or contract lockup agreements;
The floating scale of our market;
And any other factors discussed in this prospectus.
Authorize the issuance of \"blank checks\" preferred shares that can be issued by our board of directors to resist acquisition attempts;
The establishment of a classified board of directors, therefore, the successor of the directors whose term expires will be elected to serve from the date of the election and qualification examination to the third annual meeting after the election;
Directors are required to leave the company only after voting by a super majority shareholder;
Provision for vacancies in the board of directors, including newly established directors, to be filled only by a majority vote of the directors in office at that time and not by the shareholders;
Prevent special meetings of shareholders;
And prohibit shareholders from taking action through written consent, requiring all actions to be taken at the shareholders\' meeting.
Our ability to create demand for our zero demand
Emissions or hybrid drive systems and conversion kits for revenue generation;
We rely on external sources to finance our business, especially considering the report of our independently registered public accounting firm on the consolidated financial statements for the year ended December 31, 2016 as part of this prospectus, contains a statement on our ability to continue to operate as people on an ongoing basis;
Ability to effectively execute business plans;
We are able to effectively and quickly extend the manufacturing, assembly and conversion processes from small batch production to mass production;
We have the ability to manage our expansion, growth and operating expenses and reduce and fully control the costs and expenses associated with operating our business;
Our ability to acquire, retain and develop our customers;
Our ability to build, maintain and update strategic relationships on favourable terms;
Ability to achieve and maintain profitability;
Ability to assess and measure our current business and future prospects;
Our ability to compete and succeed in a highly competitive and evolving industry;
Our ability to cope with and adapt to changes in electric or hybrid technologies;
Protect our intellectual property rights and develop, maintain and enhance the capabilities of strong brands.
Minimum issue amount maximum issue amount percentage repayment 9% % inventory of notes payable $ % Additional Personnel $ % general working capital $ % Total $100. 00 % $ $ 100.
As of the second quarter of December 31, 2017 (from June 15-20, 2017 to June 30), the fiscal year 00% high (US dollar) low (US dollar) 17. 30 6.
53 third quarter 18. 31 6.
11 fourth quarter (to October 13, 2017) 7. 20 6.
34. On a practical basis;
· In form, it is assumed that the minimum number of shares were sold in this issue, and each unit of USD was sold to the public at the hypothetical public offering price, this is the last time we have announced the sale price of common stock on the NASDAQ Capital Market, 2017 resulting in net income of US dollars (excluding underwriting discounts and commissions of US dollars, and other issuance fees estimated by US as US dollars );
And in form, assuming that the maximum number of shares are sold in this offering, the sale of each unit of US dollars to the public at the hypothetical public offering price, this is the last time we have announced the sale price of common stock on the NASDAQ Capital Market, 2017 resulting in net income of US dollars (excluding underwriting discounts and commissions of US dollars, and other issuance fees we estimate of US dollars ).
According to the adjusted form, it is assumed that the minimum number of shares were sold in this issue and sold to the public at the hypothetical public offering price of $ per unit, this is the last time we have announced the sale price of common stock on the NASDAQ Capital Market, 2017 resulting in net income of US dollars (excluding underwriting discounts and commissions of US dollars, and other issuance fees we estimate of US dollars ), and to enable our outstanding security 9% Notes payable to be repaid.
· According to the adjusted form, assume the maximum number of shares sold in this issue, and sell each unit of USD to the public at the hypothetical public offering price, this is the last time we have announced the sale price of common stock on the NASDAQ Capital Market, 2017 resulting in net income of US dollars (excluding underwriting discounts and commissions of US dollars, and other issuance fees we estimate of US dollars ), and to enable our outstanding security 9% Notes payable to be repaid. (1) A $1.
00 assume that an increase (decrease) in the price of a public offering will increase (decrease) net income by approximately USD after deducting underwriting discounts and commissions, suppose the minimum number of units we provide on the cover of this prospectus remains the same.
Similarly, each increase (decrease) in the number of 1 million units will increase (decrease) the net income obtained from this issue by approximately US $ million, assuming that the assumed public offering price remains the same, after deducting the underwriting discount and Commission and the estimated issuance fee. (2) A $1.
00 assume that an increase (decrease) in the price of a public offering will increase (decrease) net income by approximately USD after deducting underwriting discounts and commissions, suppose the maximum number of units we provide on the cover of this prospectus remains the same.
Similarly, each increase (decrease) in the number of 1 million units will increase (decrease) the net income obtained from this issue by approximately US $ million, assuming that the assumed public offering price remains the same, after deducting the underwriting discount and Commission and the estimated issuance fee.
(3) the adjusted form of information brings into effect the repayment of our outstanding guarantee 9% Notes payable.
As of June 30, 2017, 26,775,000 shares of common stock may be issued in the exercise of options that have not yet been issued, with a exercise price of $0. 10 per share;
· As of June 30, 2017, 3,600,000 shares of common stock may be issued in the exercise of options that have not yet been issued, with an exercise price of $10. 49 per share;
As of June 30, 2017, 15,000,000 shares of common stock issued under the 2017 equity incentive plan were retained;
As of June 30, 2017, 1,799,659 ordinary shares may be issued at the time of exercise of the guarantee, with a weighted average exercise price of $4.
42. shares of common stock that may be issued after full exercise of the warrants provided as part of the unit;
And the securities that we may issue when the underwriters overexercise them.
Subscription options for the sale of additional securities.
As of June 30, the public offering price per share assumed by dilution was net tangible book value per share, 2017 $4,361,903 each increase in tangible book value attributable to the adjustment of tangible book value in the form of this issuance investors diluted per share after this issuance provide $26,775,000 shares may be issued in the exercise of options not yet issued as of June 30, 2017 common stock, the exercise price is $0. 10 per share;
· As of June 30, 2017, 3,600,000 shares of common stock may be issued in the exercise of options that have not yet been issued, with an exercise price of $10. 49 per share;
As of June 30, 2017, 15,000,000 shares of common stock issued under the 2017 equity incentive plan were retained;
As of June 30, 2017, 1,799,659 ordinary shares may be issued at the time of exercise of the guarantee, with a weighted average exercise price of $4. 42 per share;
· Shares of common stock that can be issued after fully exercising the warrants provided as part of the unit;
And the securities that we may issue when the underwriters overexercise them.
Subscription options for the sale of additional securities.
As of December 31 of selected with financial data Annual as at June 30, 2016 of six a month 2015 2017 2016 (without Audit) (except per share data the to thousands)$ —
Sales cost $50-$68—
Gross profit 18-50—
18 Operating expenses: salary expenses 782 813 912 424 General administration 8,616 cm 3,820 cm 5,735 cm 1,668 cm consultation 117 cm 135 cm 2,163 cm 238 cm research and development 37 549 519 9,552 months total business expenses 5,317 9,329 2,346 9,534 Operating income at a loss) (5,317) (9,329) (2,328) Other income (expenses): Interest expenses (1,148) (702) (362) (557) Other income (expenses) (3) (16) 49 1 Income tax before loss of income tax (1,151) (718) (313) (556) (10,685) (6,035) (9,642) (2,884-—(2 ) —
Net loss of $ (10,685) $ (6,035) $ (9,644) $ (2,884) $ () Net loss per share to shareholders of common stock: Basic and diluted $(0. 16 ) $ (0. 07 ) $ (0. 15 ) $ (0.
04) weighted stock used in calculating net loss per share: as of December 31, basic and diluted 66,585,580 82,611,477 64,978,905 73,276,408 2015, as of June 30, 2016, 2017 (unaudited) except for per share data) with assets Sheet Data: Cash and cash equivalents $938 $4,537 $6,868 $3,369 flow funds (4,049) 3,916 3,406 Total assets 4,700 9,193 6,113 Total liabilities 5,546 4,589 additional pay-
Capital 18,366 9,542 35,321 cumulative deficit (21,074) (10,389) (30,718) (2,707) total shareholder equity (deficit) (846) 4,604 Management\'s Discussion and Analysis of the financial position and operational results for the six months ended June 30, 2017 net sales in June 30, 2016-
$68 sales cost
Gross profit-50
18 operation cost: General and administrative [1] 6,647 2,092 advisory 2,163 238 R & D 519 16 total operation cost operation Net loss 9,329 2,346 (9,329) (2,328) Other income (cost ): interest expenditure (362) (557) Other income 49 1 Total other income (expenses) (313) (556) Loss before income tax (9,642) (2,884) Income tax expenses (2 )-
Net loss of $ (9,644) $ (2,884) Net loss per share to shareholders of common stock: Basic and diluted $(0. 15 ) $ (0.
04) per share calculation net loss when \"with the weighted stock: as at June 30, 2017 of six a month in basic and dilution 64,978,905 73,276,408 5,044 June 30, 2016 General and administrative cost 1,278 total stock-
5,044 1,278. personnel-
Related expenses including inventory
Cost of compensation;
Costs associated with raising capital and becoming an open reporting company;
Business Development-
Related fees.
Consolidated cash flow statement data for the first half of June 30, 2017 June 30, 2016: cash flow for operating activities $ (3,408) $ (1,656) Cash flow for investment activities (534) (56) 9,872 (242) cash and cash equivalents provided (for) increased (reduced) cash flow by financing activities $5,930 $ (1,954) December 31, 2016 December 31, 2015 68 Net sales $-
Sales cost 50-
Gross profit 18-
Operating expenses: General and administrative (monthly) 9,398 4,633 consultation 117 135 R & D 37 549 operations with a total expenditure of 9,552 5,317 9,534 losses (5,317), () Other income (expenses ): other expenses (3) (16) Total other income (expenses) Interest expenses (1,148) (702) (1,151) (718) Loss before income tax (10,685) (6,035) Income tax expenses-—
Net loss of $ (10,685) $ (6,035) Net loss per share to shareholders of common stock: Basic and diluted $(0. 16 ) $ (0.
07) Weighted Shares used in the calculation of net loss per share: Basic and dilution 66,585,580 82,611,477 (1) including compensation-
According to the inventory cost as follows: annual sales cost 2016-2015—
Marketing expenses-—
Total administrative expenses 7,565 3,035 Total inventory-
Basic compensation costs 7,565 3,035 Amortization of third-party financial expenses;
Accrual benefit conversion features applicable to debt instruments;
Accrued interest on existing debt.
YearEndedDecember31, 2016 2015 Consolidated cash flow statement data: cash flow for operating activities $ (2,908) $ (2,103) Cash flow for investment activities (871) (113) 180 6,635 Cash and cash equivalents Increase (decrease) $3,599 () our cash and cash equivalents amounted to $4,419 as of June 30, 2017. 9 million.
We believe that our existing cash and cash equivalents are sufficient to fund our business at least by the end of 2018.
However, we cannot guarantee that we will successfully execute our business plan and that we may need additional capital to continue our operations if we do not succeed.
Although we have so far not expected to meet our cash needs in the near future only through product sales, we have received a few copies of zero-
In the second half of 2017, we expect electric school buses to start generating revenue in 2017.
The sale of additional stock securities in the future may result in additional dilution by our shareholders, which may have higher rights than our common stock.
The occurrence of additional debt in the future will result in an increase in debt service obligations and may lead to operational and financing covenants that limit our business.
If necessary, such capital may not be available on conditions that are in our favor or in our full advantage.
Our current operating deficit is expected to continue in the foreseeable future, and when we start executing our marketing plan, we expect that, before we start generating enough revenue from our sales and marketing efforts, our operating deficit will continue to grow.
We released two copies during 2015.
Annual guaranteed promissory notes to third-party lenders with a total principal of $5,147,525, I . e. , note financing.
On January 2016, we repaid $7,500 of the total outstanding principal under the notes, and on March 2017, we repaid another $10,000 of such outstanding principal.
The secured promissory note expires on different dates for the period from January 31-20 to November 30, unless we choose to extend it for six months.
The bill is calculated at an annual interest rate of 9% and is in arrears every month.
The notes debt is secured by a lien on all of our assets.
On September 1, 2016, the holder of the principal of the note of $884,700 changed the note to 884,700 ordinary shares, thereby reducing the principal under the note to $4,245,325.
As of June 30, 2017, our working capital was $3.
9 million, about $4 in shareholder equity. 6 million.
For the six months ended June 30, 2017, we suffered a net loss attributable to our holders of common stock, which was approximately $9. 6 million.
Since its inception, we have not generated any substantial income and suffered net losses.
Our recurring operating losses and our need for additional sources of funding to fund our ongoing operations have led us to a great deal about our ability to continue operating as an ongoing business
As a result, our independent CPA firm included an explanatory paragraph in its report on audited consolidated financial statements as of December 31, 2016 and 2015, which was subsequently concluded over the years with respect to this uncertainty.
However, on June 9, 2017, we completed the issuance of common stock under Section.
We sold 2,852,275 ordinary shares in total proceeds of $14,261,375, of which $1,711,365 was paid to the selling shareholders, as stated in Note 5 to the unaudited consolidated financial statements, they sold 342,273 shares in the issue.
Total payments due by period no more than 1 year 1-3 years 3-5 years no more than 5 years operating lease debt $900-$900——
Debt repayment principal and interest $5,900,325 $3,641,325 $2,259,000 $5,901,225 $3,642,225 $2,259,000—
Volvo PHEV class 8 Drayage truck 10 KW 10kWh working truck PHEV Odyne advanced diesel PHEV Truck 3.
Remote PHEV high efficiency power system PHEV/CNG class 4 truck upto6 at 3 KW 14/28.
6 KW kilowatts 40 short-range BEV Proterra fast-charging catalyst 80to 380kW * 53orymkwh medium-range BEV Transpower electric towing 70 KW 215 degrees long-distance bev byd 40-
80kwor 200kW 324 KW when conventional (diesel and cng) electric bus hybrid 60,000-90,000 125,000-200,000 280,000-350,000 75,000-110,000 255,000-325,000 410,000 130,000-180,000 245,000-325,000 400,000-500,000 200,000-225,000 280,000-340,000 410,000-500,000 420,000 --- -580,000 620,000-700,000 850,000-980,000 300,000-410,000 450,000-540,000 595,000-680,000 100,000-350,000 195,000-500,000 300,000-700,000-cost and supply energy storage technology, in particular, the cost and capacity of rechargeable lithium-ion batteries;
Provide grants, loans, tax cuts and other financial support for energy storage and electric vehicle research and development;
A specific percentage of the car manufacturer is required to be electric or other Zero
Vehicles discharged;
Automotive manufacturers are required to meet fuel economy standards for certain fleetsWide reference.
Authorizing government fleets to purchase a percentage of vehicles with low emissions, energy savings or alternative fuels;
Tasks for transport agencies or school districts to purchase or modify electric or other alternative fuel vehicles;
Rebates, tax credits and other incentives for the purchase or lease of electric or other alternative fuel vehicles;
The provision of charging stations and other charging infrastructure, in turn driven by government funds, tax credits, rebates and other incentives designed to increase the number of charging stations;
The special rate introduced by the power company affects the electricity bill for electric vehicles to charge;
Preferential treatment for registration, emission testing and access to highways, city centres and HOV lanes;
And the cost of conventional diesel or gasoline, and the incremental cost of owning and operating electric vehicles comparable to conventional fuels.
It is difficult to comply with existing and new federal and state emission restrictions and compliance requirements.
Federal regulators such as EPA and state regulators such as CARB have developed tasks aimed at reducing emissions from mobile sources.
At least 10 other states follow the CARB rules and regulations that develop similar requirements, and more states are expected to join with the federal level EPA.
Save costs while managing high fuel, maintenance and repair costs.
The Global Warming Pollution Reduction Act of 2007 set strict air quality standards for PM, NOx and greenhouse gas reductions for newly manufactured vehicles, which were further tightened in 2010, to further the NOx and greenhouse gases emitted by newly manufactured vehicles.
Extend the service life of existing vehicles.
Due to the reduction in the capital expenditure budget and the increase in expensive and limited emission reduction equipment authorized by legislation, the extension of the life of existing vehicles is a challenge, service and maintenance, due to the increase in expensive maintenance costs.
When fuel supply is interrupted, for example during a natural disaster, it is difficult to plan the operation of their fleet.
Existing vehicles rely on fuel that must be pumped (using electricity), which may be a challenge to energy when supply is interrupted during natural or human periodsmade disasters.
Emergency service organizations may use large battery packs of electric-powered, commercial fleet vehicles as a mobile source for storing electrical energy.
This electric energy can complement traditional fuels. up generators.
Difficulties in improving these heavy environments
Commercial fleet on duty
Many studies have shown that the air quality inside and around fossil fuel-driven vehicles
Fuel poses a health risk not only to the drivers of these vehicles, but also to their passengers and people inside and outside these vehicles.
Children in particular, because their lungs are sitting on old diesel buses, and their brains and other organs are not fully developed, the air quality around typical school buses using diesel can pose a serious threat to health.
By using zero-emission buses, trucks and cars, we are creating a healthier environment for our employees, our customers and the communities they serve. · Add Emission-
Fleet vehicles and power systems that meet ADOMANI standards.
Our commercial fleet vehicles and power systems are designed to reduce or eliminate the use of conventional fuels that generate greenhouse gases and particulate matter.
Reduce total cost of ownership.
Our technology is designed to reduce fuel budgets by eliminating or reducing dependence on conventional oil.
Based on fuel, instead use a more energy-efficient, lower-priced grid-
Provide electricity.
Extend the service life of existing vehicles. Zero-
The maintenance costs of discharging electric vehicles and hybrid vehicles are generally low.
These reduced maintenance costs may take the form of longer service intervals between brake system maintenance, reduction or elimination of changes in internal combustion engine oil and oil filters, reducing or eliminating changes in transmission oil and oil filters, reduce or eliminate changes in air filters, reduce or eliminate emissions system services, reduce or eliminate the use of diesel emission fluids, and eliminate emissions testing for conventional fuel vehicles (if converted to zero)
Discharge electric drive system) and cancel the certification test of high pressure storage tanks for propane, liquefied natural gas and compressed natural gas transport vehicles (if conversion is zero)
Electric Transmission system ).
Plans to deal with natural disasters when fuel supplies may be disrupted. Our zero-
The emissions system can be used as on-
Emergency support on site-
If the power supply of the power grid is temporarily interrupted during natural or man-made periods, increase the energy storagemade disasters.
Improve the environment around the vehicle.
Because of our zero
Emissions Systems, drivers, operators, customers and the communities they serve have a healthier environment within and around these vehicles. · Zero-
Emission electric drive system for \"new\" school buses and medium-heavy school buses-
Commercial fleet duty vehicles. · Zero-
Emission electric drive system for \"existing fleet\" school buses and medium-heavy buses-
Commercial fleet duty vehicles.
· Convert hybrid transmission systems in an auxiliary hybrid format for private and commercial fleet vehicles of all sizes.
In \"all-
For the traction \"format of private and commercial fleet vehicles of various sizes. · Purpose-built, zero-
Emission vehicles of various sizes manufactured by external OEM partners, but sold, maintained and served through the developing network of ADOMANI distribution and services.
Optional transmission system components that allow advanced remote monitoring of vehicle location (geographic location), driver behavior, transmission system health (error code), and battery management systems.
Optional transmission system components that allow power-
Export of grid connections and various levels.
Product diversity.
We have a variety of products, including zero-
Electric and hybrid transmission system, new use-built zero-
Emissions of electric vehicles and fixed energy storage solutions can therefore be extended-up, scale-
Cut or refine specific product lines according to market needs and evolving local, state and federal incentives.
In addition, in each product area, we have multiple suppliers of key transmission system components that allow the replacement parts required for our end product and product life to be price-flexible.
This allows us to meet the expectations and budget constraints of public or private commercial fleet operators.
Familiar with regulators.
By playing an active role in many trade industry groups and related activities, we have developed and made continuous efforts to participate in the growing zero-
The emissions and hybrid automotive industry.
To achieve their own positive emissions targets, these regulators encourage growth in zero emissions
Emissions of electric vehicles and hybrid systems, especially emissions of electric vehicles and hybrid systems related to heavy vehicles
Commercial fleet on duty
Relationship with the purchaser.
To help shorten the sales cycle of our products, we have identified and established relationships with key commercial operators with purchasing authority or influence on their organizations.
We are also able to leverage past sales and marketing relationships built by our experienced management team.
Additional sales potential.
We have additional sales potential with our commercial fleet customers.
These potential additional sales may include: an automatic charging infrastructure, an intelligent fixed energy storage system that can quickly improve the level of the vehicle
Charge, emergency-
Power supply for facilities used during power outages, enabling technology access to the developing China Power Grid
Connection opportunities for the total power available to large battery groups, or support technologies that can avoid power demand charging.
Unique market knowledge.
Based on more than 30 years of experience with our management team, we have specific and unique knowledge of the sales cycle.
Develop sales people.
We plan to hire and train our original sales staff to complement our current team.
The training will include familiarizing them with the various funding options available and how they can be obtained, or helping our clients to get them.
Network of dealers.
We intend to establish a local dealer network for sales and service for our zero customers
Emission replacement drive system vehicles and new uses-built zero-
Emissions electric and hybrid commercial vehicles manufactured by or for us.
Develop a third party relationship.
We plan to complete existing negotiations with our partners and make our zero-
Emissions system.
Demo provided.
We will be in areas of interest where we have relevant current products, or in areas of interest that are consistent with the product, looking for and responding to local, state and federal pilot demonstration opportunities this is our roadmap for product development but is still in the early stages of development.
Get approval for the incentive plan.
We will seek approval for the use of our products for a variety of local, state and federal vehicle names and incentive programs, such as the California heavy duty voucher incentive program managed by CARB, designed to speed up the purchase of cleaner, more efficient trucks and buses in California.
Develop a portfolio of intellectual property rights, license our technology, and collaborate strategically.
We plan to take advantage of our existing intellectual property, knowledge base and patent portfolio while seeking licensing opportunities.
Label and collaborate with strategic partners who can deliver unique and complementary products and technologies.
Improve our manufacturing, installation and service capabilities.
Due to exceeding the facility space and technician time requirements of our partners, we intend to expand or relocate to a larger ADOMANI-
Own or lease our zero for manufacturing, installation and service
Emissions system.
Introduce new products.
With the development of the new market, we plan to expand our zero.
Emission systems in the vertical field of auxiliary products, such as charging infrastructure, also known as Electric Vehicle Service Equipment, fixed energy storage, vehiclesto-
Grid hardware and functionality.
Develop our international business.
We plan to develop our business in the world.
For example, we intend to seek opportunities in China through our wholly owned subsidiaries.
Subsidiary of ADOMANI China.
While we believe that China is an important market for us, in part because it has publicly announced its emphasis on hybrid power and
Electric cars and a large population, we are still in the early stages of developing a business plan to seek this opportunity, including considering a proposal for a 18,000 square foot factory in Nantong, China to complete the conversion kit order in China, and continue to evaluate our zero with production and sales-
China\'s emission power system.
Public and private K-
12 schools of business type
School buses A, C and D and special-
Student bus required
· Operating \"White Fleet\" vehicles for non-public and private schools
Facilities Services the use of student transportation such as trucks, food service delivery vans/trucks and campus safety vehicles.
Student Transportation contractor (First Student, etc. ) serving public and private schools ). ).
Community-based public/private funded shuttle bus with special services
Community members are required (Merced transport ).
Public and private colleges and universities that operate shuttle buses, bus-style buses, facilities to serve vans and trucks on campus.
Large companies operating shuttle buses, transit buses and facilities-based vehicles for employees to and from remote parking lots, special activities and various vehicles for facility maintenance, services and safety.
(Apple, Google, Facebook, Yahoo, etc)).
Private transport contractors that ship large company employees from public transport hubs to campus (Bauer smart transport, Storer transport services, MV transport)Wait ).
Commercial fleet operators, providing high daily mileage vehicles for routes inside and outside the airport, hotel and off-site parking facilities.
Traditional operators of ports, railways and distribution centers
Fuel loading equipment, tractors, material handling equipment, forklifts, grade 1 to 8 trucks, delivery trucks, goats in the yard, etc.
Can be replaced with zero
Emissions alternatives.
Large agricultural (agricultural) and food processing industries key companies operating Category 1 to 8 trucks, buses and/or delivery trucks.
Mining company with ground service vehicle and underground staff transport and support vehicle fleet.
Oil and gas companies with a fleet of live trucks.
Power Company (PG & E, Edison, Southern Company) with public service truck fleet ).
Package delivery company with truck fleet, short haul truck and delivery/sorting facility center vehicle (UPS, FedEx.
Having non-military fleet operators
Combat Fleet vehicles of all sizes. · Zero-
Emission electric drive system for new school buses and medium-heavy buses-
Commercial fleet duty vehicles. · Zero-
Emission electric drive system used by existing fleet school buses and medium and heavy vehicles-
Commercial fleet duty vehicles.
• Convert hybrid transmission systems in an auxiliary hybrid or full traction format for private and commercial fleet vehicles of all sizes. · Purpose-built, zero-
Emission vehicles of various sizes manufactured by external OEM partners, but sold, maintained and served through the developing network of ADOMANI distribution and services.
Optional transmission system components that allow advanced remote monitoring of vehicle location (geographic location), driver behavior, transmission system health (error code), and battery management systems.
Optional transmission system components that allow power-
Export of grid connections and various levels. · Zero-
Electric transmission system for ship discharge
Integrate into their own private brand through external OEMs
Commercial fleet duty vehicles.
Automatic charging infrastructure for commercial fleet vehicles.
Realize \"intelligent\" fixed energy storage for fast vehicle charging.
\"Smart\" stationary energy storage for emergency backup
Increase facilities and electricity when the power grid is out of power.
\"Smart\" fixed energy storage that can enter the developing power grid-
Connection opportunities for total power available to large battery pack groups.
\"Smart\" fixed energy storage to avoid the cost of electricity demand for commercial customers integrated with or independent of ADOMANIsupplied, zero-
Emission fleet vehicles.
For existing electric vehicles and equipment that have exceeded OEM life, energy storage system (battery pack) alternatives with better energy density and/or expected life cycle-
Energy storage system is provided.
For example, replace the submerged lead-acid battery pack with existing industrial forklifts and underground mining equipment with higher energy density and higher cycle
Battery life battery pack consisting of lithium iron phosphate (lithium iron phosphate) or similar battery chemistry.
Height simulation, including simulation of air transport;
• Thermal cycling, including assessing the integrity of the battery and battery seals;
Vibration, including simulating vibration during transportation;
Impact, including simulating possible impact during transportation;
External short circuit, including analog external short circuit;
And overcharging, which includes evaluating the ability of a rechargeable battery to withstand overcharging.
Manager name position age period James L.
On September 2014, Michael K. , ceo, president, chairman and director of Renault.
On March 2016, Richard A, chief financial officer, finance director and director, Menerey.
Eckert COO 45 March 2017 John Roselli vice president of sales and marketing 66 Kevin G February 2017.
November 2012 Edward R. , vice president of business development and investor relations.
On August 2012, Robert E, chief technology officer of Montfort.
On November 2012, Gary W, vice president of Williams.
Director Net Ma (1) (2) 66 Janet L. , June 2017.
Director, John F. Boydell, June 2017 (1) (2) (3) 64
Director Perkowski (1) (3) 69 member of our audit committee on June 2017 (1.
(2) nomination and membership of the corporate governance committee.
(3) members of our remuneration committee.
The director of Class I is Mr.
Perkowski, whose term will expire at the annual general meeting to be held on 2018;
Class II directors are Sir. Menerey and Ms.
Boydell, whose terms will expire at the annual general meeting held on 2019;
Class III directors are Messrs.
Renault and Nettles and their terms will expire at the annual general meeting held on 2020.
Appointment, compensation, retention and supervision of our independent CPA firm;
Approved audit and non-audit
Audit services to be provided by our independent CPA firm;
Review all important accounting policies and procedures with our independent CPA firm;
Review with management the adequacy and effectiveness of our internal control structure and financial reporting procedures;
Review and discuss with management and our independent CPA firm our annual audit financial statements and any certifications, reports, opinions or reviews provided by our independent CPA firm;
Review and investigate alleged violations of our code of conduct;
Review and approve related party transactions;
Prepare the audit committee report as required in our annual agency statement;
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