Evolv Technology (EVLV) files to delay 10-K

Evolv Technology (NASDAQ: EVLV) disclosed:

Evolv Technologies Holdings, Inc. (the “Company”) has determined that it is unable to file its Annual Report on Form 10-K for the period ended December 31, 2024 (the “Annual Report”) within the prescribed time period without unreasonable effort or expense for the reasons described below.

As previously announced in the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 25, 2024, the Company’s Board of Directors (the “Board”) determined on October 24, 2024 that the Company’s previously issued consolidated financial statements and other financial data for the fiscal years ended December 31, 2022 and December 31, 2023 contained in its Annual Report on Form 10-K, and its condensed consolidated financial statements for the quarters and year-to-date periods ended June 30, 2022, September 30, 2022, March 31, 2023, June 30, 2023, September 30, 2023, March 31, 2024 and June 30, 2024 contained in its Quarterly Reports on Form 10-Q (collectively, the “Non-Reliance Periods”), should no longer be relied upon because of misstatements related to accounting for certain sales transactions. This determination was based on the findings of an ad hoc committee of independent directors of the Board (the “Committee”), which conducted an investigation of the Company’s sales practices, including whether certain sales of products and subscriptions to channel partners and end users were subject to extra-contractual terms and conditions that impacted revenue recognition and other metrics, and if so, when senior Company personnel became aware of these issues (the “Investigation”).

As a result of the Investigation, the Committee determined that certain sales, including sales to one of its largest channel partners, were subject to extra-contractual terms and conditions, some of which were not shared with the Company’s accounting personnel, and that certain Company personnel engaged in misconduct in connection with those transactions. Furthermore, these extra-contractual terms and conditions were withheld from the Company’s Audit Committee of the Board (the “Audit Committee”) and the Company’s independent registered public accounting firm, PricewaterhouseCoopers LLP (“PwC”). The Committee also determined that certain accounting personnel were aware of indications of these extra-contractual terms and conditions during affected periods, and that related allegations were raised internally in July 2024 and known to senior finance and accounting personnel, but that those allegations were not escalated to the Audit Committee or communicated to PwC prior to the filing of the Company’s second quarter 2024 financial statements.

Accordingly, the Committee determined that the accounting for certain sales transactions was inaccurate and that, among other things, revenue was prematurely or incorrectly recognized in connection with financial statements prepared for the Non-Reliance Periods. The Committee determined that these misstatements are material for certain financial statements prepared for these periods and that the recognition of revenue in the proper periods impacted each of those financial statements. The Committee determined that the vast majority of this revenue was prematurely rather than incorrectly recognized. Other previously reported metrics that are a function of revenue were also misstated as a result of these revenue misstatements.

Management has also evaluated the Company’s internal control over financial reporting and determined that material weaknesses in the control environment, risk assessment and information and communication components of internal control, as well as a material weakness related to revenue control activities, resulted in the restatement of the consolidated financial statements for the Non-Reliance Periods, which are in addition to previously disclosed material weaknesses.

The Company is unable to file the Annual Report without unreasonable effort or expense because it needs additional time for the Company to prepare amendments to its financial statements addressing the misstatements described above and to complete its financial statements for the annual period ended December 31, 2024. The Company continues to work expeditiously to prepare amendments to its financial statements. As previously disclosed, the Company received a letter from the Nasdaq Stock Market (“Nasdaq”) on January 31, 2025, informing the Company that Nasdaq has granted the Company’s request for an exception to Nasdaq’s Listing Rule 5250(c)(1), which requires listed companies to timely file all required periodic financial reports with the SEC. Pursuant to the exception, the Company has until May 19, 2025 to timely file any delinquent required periodic financial reports with the SEC. In conjunction with the filing of the Form 10-K, the Company also expects to file its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024 (the “Form 10-Q”). The Company expects to be current with all its SEC filing requirements no later than May 19, 2025.

You May Also Be Interested In

• Cosmos Health signs Saudi distribution deal for supplement line
• RenovoRx receives USPTO notice of allowance for RenovoCath patent
• QTREX Quantum prices $10 million registered direct offering