Form 10-Q - Quarterly report [Sections 13 or 15(d)]

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarterly Period Ended December 31, 2024

☐ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from ________________ to ______________

Commission File Number: 001-41447

NeoVolta, Inc.

(Exact name of registrant as specified in its charter)

Nevada

82-5299263

(State or other jurisdiction

of incorporation)

(I.R.S. Employer

Identification No.)

12195 Dearborn Place

Poway, CA

92064

(Address of principal

executive offices)

(zip code)

Registrant’s telephone number, including area code: (800) 364-5464

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol (s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	NEOV	The NASDAQ Stock Market LLC
Warrants, each warrant exercisable for one share of common stock	NEOVW	The NASDAQ Stock Market LLC

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes: ☒ No: ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes: ☒ No: ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐

Accelerated filer ☐

Non-accelerated filer ☒

Smaller reporting company ☒

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No ☒

The number of shares outstanding of Common Stock, par value $0.001 per share, as of February 7, 2025, was 33,417,123 shares.

NEOVOLTA, INC.

FORM 10-Q

DECEMBER 31, 2024

INDEX

	Page
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	3

PART I. FINANCIAL INFORMATION	4

Item 1. Financial Statements	4
Balance Sheets as of December 31, 2024 and June 30, 2024 (Unaudited)	4
Statements of Operations for the three months ended December 31, 2024 and 2023 (Unaudited)	5
Statements of Operations for the six months ended December 31, 2024 and 2023 (Unaudited)	6
Statements of Stockholder’ Equity for the three and six months ended December 31, 2024 and 2023 (Unaudited)	7
Statements of Cash Flows for the six months ended December 31, 2024 and 2023 (Unaudited)	8
Notes to Financial Statements (Unaudited)	9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3. Quantitative and Qualitative Disclosures About Market Risk	20
Item 4. Controls and Procedures	20

PART II. OTHER INFORMATION	21

Item 1. Legal Proceedings	21
Item 1A. Risk Factors	21
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	21
Item 3. Defaults Upon Senior Securities	22
Item 4. Mine Safety Disclosures	22
Item 5. Other Information	22
Item 6. Exhibits	23
Signatures	24

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Report”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We make forward-looking statements under the “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in other sections of this Report. In some cases, you can identify forward-looking statements by the following words: “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. Forward-looking statements are not a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time the statements are made and involve known and unknown risks, uncertainties and other factors that may cause our results, levels of activity, performance or achievements to be materially different from the information expressed or implied by the forward-looking statements in this Report.

You should read the matters described in, and incorporated by reference in, “Risk Factors” and the other cautionary statements made in this Report, as being applicable to all related forward-looking statements wherever they appear in this Report. We cannot assure you that the forward-looking statements in this Report will prove to be accurate and therefore prospective investors are encouraged not to place undue reliance on forward-looking statements.

All forward-looking statements speak only at the date of the filing of this Quarterly Report. You should not rely upon forward-looking statements as predictions of future events. The reader should not place undue reliance on these forward-looking statements. Although we believe that our plans, intentions and expectations reflected in or suggested by the forward-looking statements we make in this Quarterly Report are reasonable, we provide no assurance that these plans, intentions or expectations will be achieved. We disclose important factors that could cause our actual results to differ materially from our expectations under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Quarterly Report and our Annual Report on Form 10-K for the year ended June 30, 2024, as filed with the SEC on September 27, 2024. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf. We do not undertake any obligation to update or revise publicly any forward-looking statements except as required by law, including the securities laws of the United States and the rules and regulations of the SEC.

PART I. FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

NEOVOLTA, INC.

Balance Sheets

(Unaudited)

	December 31,			June 30,
	2024			2024
Assets
Current assets:
Cash and cash equivalents	$	328,746		$	986,427
Accounts receivable, net		1,656,114			1,805,980
Inventory, net		2,033,258			1,787,308
Prepaid insurance and other current assets		–			76,815
Total current assets		4,018,118			4,656,530

Total assets	$	4,018,118		$	4,656,530

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	38,465		$	5,316
Accrued liabilities		46,116			55,784
Short-term notes payable		249,711			–
Total current liabilities		334,292			61,100

Payable to line of credit lender		383,538			–
Total liabilities		717,830			61,100

Commitments and contingencies (Note 4)		–			–

Stockholders’ equity:
Common stock, $0.001 par value, 100,000,000 shares authorized, 33,417,123 and 33,236,091 shares, respectively, issued and outstanding		33,417			33,236
Additional paid-in capital		25,945,040			25,304,732
Accumulated deficit		(22,678,169	)		(20,742,538	)
Total stockholders’ equity		3,300,288			4,595,430

Total liabilities and stockholders’ equity	$	4,018,118		$	4,656,530

See accompanying notes to unaudited financial statements.

NEOVOLTA, INC.

Statements of Operations

(Unaudited)


	Three Months Ended
	December 31,
	2024			2023

Revenues from contracts with customers	$	1,071,581		$	1,017,828
Cost of goods sold		747,670			811,955
Gross profit		323,911			205,873

Operating expenses:
General and administrative		1,228,517			774,698
Research and development		42,324			–
Total operating expenses		1,270,841			774,698

Loss from operations		(946,930	)		(568,825	)

Other income (expense):
Interest expense		(24,546	)		–
Interest income		339			12,781
Total other income (expense)		(24,207	)		12,781

Net loss	$	(971,137	)	$	(556,044	)

Weighted average shares outstanding - basic and diluted		33,301,150			33,226,411

Net loss per share - basic and diluted	$	(0.03	)	$	(0.02	)

See accompanying notes to unaudited financial statements.

NEOVOLTA, INC.

Statements of Operations

(Unaudited)


	Six Months Ended
	December 31,
	2024			2023

Revenues from contracts with customers	$	1,661,817		$	1,781,958
Cost of goods sold		1,245,059			1,454,913
Gross profit		416,758			327,045

Operating expenses:
General and administrative		2,278,636			1,329,858
Research and development		50,941			–
Total operating expenses		2,329,577			1,329,858

Loss from operations		(1,912,819	)		(1,002,813	)

Other income (expense):
Interest expense		(24,546	)		–
Interest income		1,734			18,054
Total other income (expense)		(22,812	)		18,054

Net loss	$	(1,935,631	)	$	(984,759	)

Weighted average shares outstanding - basic and diluted		33,300,247			33,190,769

Net loss per share - basic and diluted	$	(0.06	)	$	(0.03	)

See accompanying notes to unaudited financial statements.

NEOVOLTA, INC.

Statements of Stockholders’ Equity

Three and Six Months Ended December 31, 2024 and 2023

(Unaudited)

					Additional					Total
	Common Stock				Paid-in		Accumulated			Stockholders’
	Shares		Amount		Capital		Deficit			Equity

Balance at June 30, 2024		33,236,091	$	33,236	$	25,304,732	$	(20,742,538	)	$	4,595,430

Stock compensation expense		9,776		10		265,389		–			265,399
Net loss		–		–		–		(964,494	)		(964,494	)

Balance at September 30, 2024		33,245,867		33,246		25,570,121		(21,707,032	)		3,896,335

Stock compensation expense		115,844		116		214,574		–			214,690
Exercise of common stock warrants		55,412		55		160,345		–			160,400
Net loss		–		–		–		(971,137	)		(971,137	)

Balance at December 31, 2024		33,417,123	$	33,417	$	25,945,040	$	(22,678,169	)	$	3,300,288

					Additional					Total
	Common Stock				Paid-in		Accumulated			Stockholders’
	Shares		Amount		Capital		Deficit			Equity

Balance at June 30, 2023		33,155,127	$	33,155	$	24,872,446	$	(18,439,228	)	$	6,466,373

Stock compensation expense		–		–		84,717		–			84,717
Net loss		–		–		–		(428,715	)		(428,715	)

Balance at September 30, 2023		33,155,127		33,155		24,957,163		(18,867,943	)		6,122,375

Stock compensation expense		80,964		81		97,060		–			97,141
Net loss		–		–		–		(556,044	)		(556,044	)

Balance at December 31, 2023		33,236,091	$	33,236	$	25,054,223	$	(19,423,987	)	$	5,663,472

See accompanying notes to unaudited financial statements.

NEOVOLTA, INC.

Statements of Cash Flows

(Unaudited)


	Six Months Ended
	December 31,
	2024			2023
Cash flows from operating activities:
Net loss	$	(1,935,631	)	$	(984,759	)
Adjustments to reconcile net loss to net cash used in operations:
Stock compensation expense		480,089			181,858
Provision for expected credit losses/bad debt expense		218,441			330,000
Changes in current assets and liabilities
Accounts receivable		(68,575	)		(689,426	)
Inventory		(245,950	)		598,738
Prepaid insurance and other current assets		76,815			87,814
Accounts payable		33,149			–
Accrued expenses		(9,668	)		(27,722	)
Net cash flows used in operating activities		(1,451,330	)		(503,497	)

Cash flows from financing activities:
Borrowings under line of credit		500,000			–
Repayments of line of credit		(116,462	)		–
Borrowings under short-term notes payable		389,732			–
Repayments of short-term notes payable		(140,021	)		–
Proceeds from exercise of common stock warrants		160,400			–
Net cash flows provided by financing activities		793,649			–

Net decrease in cash and cash equivalents		(657,681	)		(503,497	)

Cash and cash equivalents at beginning of period		986,427			2,002,789

Cash and cash equivalents at end of period	$	328,746		$	1,499,292

Supplemental disclosures of cash flow information
Cash paid for interest	$	9,306		$	–
Cash paid for income taxes		–			–

See accompanying notes to unaudited financial statements.

NEOVOLTA, INC.

Notes to Financial Statements

(Unaudited)

(1) Business and Summary of Significant Accounting Policies

Description of Business – NeoVolta Inc. (“we”, “our” or the “Company”) is a Nevada corporation, which was formed on March 5, 2018. The Company is a designer, seller and manufacturer of Energy Storage Systems (ESS) which can store and use energy via batteries and an inverter at residential and commercial sites. The Company sells its proprietary ESS units through wholesale customers, primarily in California, and in an expanding number of other states. In August 2022, the Company completed an underwritten public offering of its equity securities resulting in its common stock and warrants becoming listed on a national exchange (see Note 3).

Interim Financial Information – The Company has prepared the accompanying financial statements, without audit, in accordance with accounting principles generally accepted in the Unites States of America for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, these financial statements contain all adjustments, consisting only of normal recurring adjustments, necessary to fairly state the Company’s financial position as of December 31, 2024, the results of its operations for the three and six month periods ended December 31, 2024 and 2023, the changes in its stockholders’ equity for the three and six month periods ended December 31, 2024 and 2023, and cash flows for the six month periods ended December 31, 2024 and 2023. The balance sheet as of June 30, 2024 has been derived from the Company’s June 30, 2024 financial statements that were audited by an independent registered public accounting firm but does not include all of the information and footnotes required for complete annual financial statements. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. These financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended June 30, 2024, as filed with the SEC on September 27, 2024.

Cash and Cash Equivalents – The Company considers all highly liquid accounts with original maturities of three months or less at the date of acquisition to be cash equivalents. Periodically, the Company may carry cash balances at financial institutions in excess of the federally insured limit of $250,000, per bank. At December 31, 2024, the Company maintained all of its accounts at one bank and the combined balances of all accounts at this bank was in excess of the FDIC insurance limit by $78,746.

Inventory – Inventory consists of batteries and inverters purchased from Asian suppliers and delivered to a location near the Company’s offices, for assembly into ESS units. Inventory is stated at the lower of cost or net realizable value, cost being determined using the first-in, first out (FIFO) method. The Company periodically reviews the value of items in inventory and records an allowance to reduce the carrying value of inventory to the lower of cost or net realizable value based on its assessment of market conditions, inventory turnover and current stock levels. Inventory write-downs are charged to cost of goods sold. The following table presents the components of inventory (net of prior year reserve for obsolescence on assembly parts of $90,000) as of December 31, 2024 and June 30, 2024:

Schedule of inventory	December 31, 2024		June 30, 2024

Raw materials, consisting of assembly parts, batteries and inverters	$	1,615,565	$	1,076,479
Work in progress		–		89,386
Finished goods		417,693		621,443

Total	$	2,033,258	$	1,787,308

Revenue Recognition – The Company recognizes revenue in accordance with Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606). Revenues are recognized when control of the promised goods is transferred to the customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for transferring those goods or services. Revenue is recognized based on the following five step model:

	·	Identification of the contract with a customer
	·	Identification of the performance obligations in the contract
	·	Determination of the transaction price
	·	Allocation of the transaction price to the performance obligations in the contract
	·	Recognition of revenue when, or as, the Company satisfies a performance obligation

The Company generates revenues from contracts with customers, consisting of a relatively small number of wholesale dealers and installers, primarily in California. Two such dealers represented approximately 37% and 34% of the Company’s revenues in the three months ended December 31, 2024, however, no other dealers accounted for more than 10% of the revenues in such period. Two such dealers represented approximately 35% and 33% of the Company’s revenues in the six months ended December 31, 2024. Four dealers represented approximately 31%, 25%, 23% and 21% of the Company’s accounts receivable as of December 31, 2024. Two dealers represented approximately 51% and 15% of the Company’s revenues in the three months ended December 31, 2023. Three dealers represented approximately 29%, 20% and 10% of the Company’s revenues in the six months ended December 31, 2023. Since all of the Company’s revenue is currently generated from the sales of similar products, no further disaggregation of revenue information for the three and six months ended December 31, 2024 and 2023 is provided.

Allowance for Expected Credit Losses – The Company recognizes an allowance for expected credit losses whenever a loss is expected to be incurred in the realization of a customer’s account. As of December 31, 2024 and June 30, 2024, our allowance for expected credit losses was $640,000 and $1,030,000, respectively.

Stock Compensation Expense – Employee and non-employee share-based payment compensation is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period.

Loss Per Common Share – Basic loss per common share is computed by dividing net loss available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. As of December 31, 2024, the Company had total outstanding common stock equivalents of 2,547,512 shares as follows: (i) 1,416,362 shares related to restricted stock units granted to an officer and two other employees since April 2024; (ii) 1,081,150 shares related to warrants issued to investors in the public offering completed in August 2022; and (iii) 50,000 shares related to restricted stock units granted to an officer in March 2022 (see Note 3).

Research and Development Costs – Research and development costs are expensed as incurred.

Use of Estimates – Management has made a number of estimates and assumptions in preparing these financial statements in conformity with accounting principles generally accepted in the United States of America. Actual results could differ from those estimates.

Recent Accounting Pronouncements – From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board, (“FASB”), or other standard setting bodies and adopted by us as of the specified effective date. Unless otherwise discussed, the impact of recently issued and prospective standards that are not yet effective will not have a material impact on the Company’s financial position or results of operations upon adoption. The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its financial statements.

Liquidity – These financial statements have been prepared on a going concern basis, which assumes the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The continuation of the Company as a going concern has been dependent upon the ability of the Company to obtain necessary debt and equity financing to continue operations and the attainment of profitable operations.

As disclosed in Note 2, we entered into an agreement with a financing entity in September 2024 whereby we have obtained a line of credit for borrowings of up to $5,000,000, in order to meet any near-term borrowing needs. As a result, we believe that we will have sufficient financial resources available to us in order to operate our business for at least the next 12 months from the date these financial statements are issued.

(2) Debt Financing Transactions

On September 3, 2024, we entered into an agreement with a newly formed financing entity whereby we obtained a line of credit for borrowings of up to $5,000,000. Under this agreement, we are obligated to make periodic payments to the lender of accrued interest, at the rate of 16% per annum, on any outstanding borrowings that we make, with the principal and any unpaid accrued interest being due at maturity on September 3, 2026. In order to secure such borrowings, we have granted a security interest in all of our assets to the lender. As a condition of receiving this line of credit from the lender, we have agreed not to issue any securities pursuant to the Company’s Form S-3 (file number 333-280400), without the lender’s consent, so long as any borrowings remain outstanding. As of December 31, 2024, we had made net borrowings under this credit agreement in the amount of $383,538, leaving an available balance of $4,616,462. Accrued interest as of December 31, 2024 was $13,595, of which none had been paid.

On October 4, 2024, we made an initial borrowing of $250,000 under this line of credit largely in order to fund a short-term loan in the same amount to a new customer which has a government-backed contract to install a large number of our units in Puerto Rico over a two year period. The purpose of the loan was to provide working capital to the customer in conjunction with the startup of the contract in Puerto Rico. The loan was structured to be non-interest bearing, if repaid prior to December 31, 2024. The loan was fully repaid in December 2024.

In the month of November 2024, we initiated short-term borrowings from a commercial lender under a loan agreement allowing for borrowings, secured by certain property interests, of up to $2,000,000. As of December 31, 2024, we had made borrowings from this lender to finance four shipments to the new customer in Puerto Rico in the total amount of $371,997. The lender charges a placement fee of 1% on each borrowing and assesses interest at the rate of 2.5% per month on the outstanding borrowings. Borrowings are to be repaid upon the earlier of: (i) 120 days from the borrowing date; or (ii) receipt of payment from the customer in Puerto Rico. In the event of default, interest is assessed at the default rate of 1% per 7 days. Through December 31, 2024, we had repaid one such borrowing, including accrued interest and fees, in the total amount of $140,021, leaving an outstanding balance as of that date, including accrued interest and fees of $17,735, in the total amount of $249,711.

(3) Equity

Common Stock – In August 2022, the Company completed an underwritten public offering of its equity securities in the form of Units with each Unit consisting of one share of common stock and one warrant (each, a “Warrant” and collectively, the “Warrants”) to purchase one share of common stock at an exercise price of $4.00 per share. The shares of common stock and the Warrants comprising the Units were immediately separated at closing of the offering and each is now independently listed on the NASDAQ Capital Market. Each Warrant became exercisable on the date of issuance and will expire five years from the date of issuance.

In the underwritten public offering, a total of 1,121,250 Units, including exercise of the underwriter’s overallotment option, were sold at an offering price to the public of $4.00 per Unit. The gross proceeds of the offering were $4,485,000 and the net proceeds, after deduction of underwriting discounts and other offering costs were approximately $3,780,000. The Company also granted the underwriter non-tradeable warrants to purchase a total of 58,500 shares of common stock at an exercise price of $4.40 per share for a period of five years.

In conjunction with the public offering, all holders of the Company’s 2018 convertible notes in the total amount of $59,251, including accrued interest, converted their debt into a total of 9,404,867 shares of common stock at the stated conversion rate, and all holders of the Company’s 2021 convertible notes in the total amount of $1,120,035, including accrued interest, automatically converted their debt into a total of 267,000 shares of common stock at the stated conversion rate.

Warrants – The Warrants for a total of 1,179,750 shares of common stock issued to investors and the underwriters are exercisable at any time after their original issuance and at any time up to the date that is five years after their original issuance, or August 1, 2027. The Warrants may be exercised upon payment of the exercise price in cash on or prior to the expiration date. Under the terms of the Warrant Agreement, we must use our best efforts to maintain the effectiveness of the registration statement and current prospectus relating to common stock issuable upon exercise of the Warrants until the expiration of the Warrants. If we fail to maintain the effectiveness of the registration statement and current prospectus relating to the common stock issuable upon exercise of the Warrants, the holders of the Warrants shall have the right to exercise the Warrants solely via a cashless exercise feature provided for in the Warrants, until such time as there is an effective registration statement and current prospectus.

The following table presents activity with respect to the Company’s warrants for the six months ended December 31, 2024:

Schedule of warrant activity	Number			Wtd. Avg.			Wtd. Avg.		Aggregate
	of			Exercise			Remaining		Intrinsic
	Shares			Price			Term (Yrs.)		Value
Outstanding at June 30, 2024		1,179,750		$	4.02
Warrants issued		–			–
Warrants exercised/forfeited		(98,600	)		(4.24	)
Outstanding at December 31, 2024		1,081,150		$	4.00			2.6	$	1,308,192

Exercisable at December 31, 2024		1,081,150		$	4.00			2.6	$	1,308,192

These warrants were issued in conjunction with an underwritten public equity offering, therefore, there was no employee or non-employee compensation expense recognized. In November 2024, the underwriter elected to exercise all 58,500 Warrants at an exercise price of $4.40 per share, via a cashless exercise, as permitted under the warrant agreement, resulting in the issuance of 15,312 shares of our common stock. Additionally, the holders of publicly issued Warrants to purchase an aggregate of 40,100 shares of our common stock elected to exercise their Warrants by a cash payment of a total of $160,400 resulting in the issuance of the underlying shares of our common stock in December 2024.

Stock Compensation Expense – In April 2024, we entered into an employment agreement with a new Chief Executive Officer (“CEO”), providing for an initial term extending through June 30, 2027, which will be automatically renewed for additional one-year terms unless either party chooses not to renew it. Pursuant to the agreement, our new CEO received an initial equity grant equal to 1,280,000 restricted stock units (“RSU’s”), with a grant date value of $2,854,000, which will vest over a four-year period, subject to his continued employment with the Company, and will be entitled to earn additional RSU’s on each anniversary in the form of three annual performance-based equity grants, beginning in the year ending June 30, 2025, with a target value of up to $660,000 each. However, no such additional grants have been made as of December 31, 2024.

In February 2022, we entered into a new employment agreement with our then CEO, effective April 1, 2022. As noted above, we engaged a new CEO effective April 29, 2024, replacing our former CEO who remains as Chairman of the Board and chief technology officer. Pursuant to the agreement, we issued our former CEO an RSU award for up to 150,000 shares of our common stock upon achieving the following milestones (which achievements shall be determined by the Board): (i) Milestone 1 - Successfully complete an uplisting of our common stock in 2022 and continue his employment with our company until January 1, 2023: 50,000 shares; and (ii) Milestone 2 - Produce 2,000 ESSs in 2022 and continue his employment with our company until January 1, 2023: 100,000 shares. As of December 31, 2023, Milestone 1 had been achieved, however, Milestone 2 had not been achieved and was no longer achievable. The underlying 50,000 shares of common stock earned under Milestone 1 were issued to our former CEO as of January 1, 2023.

In February 2022, we entered into a new employment agreement with our Chief Financial Officer (“CFO”), effective March 1, 2022. Pursuant to the agreement, we issued our CFO an RSU award for up to 300,000 shares of our common stock upon achieving the following milestones (which achievements shall be determined by the Board): (i) Milestone 1 - Successfully complete an uplisting of our common stock in 2022 and continue his employment with our company until January 1, 2023: 250,000 shares; and (ii) Milestone 2 - successfully complete and file the Company’s Form 10-K for the year ended June 30, 2023 no later than September 29, 2023 and continue his employment with our company until January 1, 2024: 50,000 shares. Milestone 1 was achieved as of January 1, 2023, and the underlying 250,000 shares of common stock earned under Milestone 1 were issued to our CFO as of that date. Milestone 2 was achieved as of January 1, 2024, and the underlying 50,000 shares of common stock earned under Milestone 2 are expected to be issued to our CFO at a later date (see Note 5).

Based upon our assessment of the probability of our three executive officers noted above, plus the non-executive recipient of two other RSU award issued in June 2024 and October 2024, ultimately achieving any applicable milestones specified under the RSU awards indicated above, we have calculated the grant date value of such awards and are amortizing it as stock compensation expense over the underlying performance periods. We have recognized stock compensation expense applicable to such RSU awards in the six months ended December 31, 2024 and 2023 in the amounts of $392,339 and $81,683, respectively

In conjunction with our public offering in August 2022, we appointed two new independent directors and adopted a new compensation plan for all independent directors based on an annual compensation amount of $65,000 with not less than 70% of such amount paid in shares of our common stock, calculated based on the share price at the end of such prior fiscal quarter, and up to 30% paid in cash, with such final amounts to be determined by each director. As of December 31, 2024, we booked an accrual of $97,500 of compensation expense (of which $87,750 will be settled through the issuance of shares) for our three independent directors under this plan.

In the six months ended December 31, 2024, we recognized total non-cash stock compensation expense of $480,089 as follows: (i) $392,339 for the amortized value of the RSUs granted to our chief executive officer, as previously described, and two other non-executive recipients of RSU awards granted since June 2024; and (ii) $87,750 for the amortized value of the portion of the new compensation plan for our independent directors that is attributable to stock. There were a total of 125,620 shares of our common stock that were issued to various grantees in the six months ended December 31, 2024, which were previously expensed in the year ended June 30, 2024.

In the six months ended December 31, 2023, we recognized total non-cash stock compensation expense of $181,858 as follows: (i) $81,683 for the amortized value of the RSUs granted to our two executive officers, as previously described; (ii) $87,750 for the amortized value of the portion of the new compensation plan for our independent directors that is attributable to stock; and (iii) $12,425 for the fair value of incentive shares earned by a wholesale dealer as of December 31, 2023 (see Note 4). There was a total of 80,964 shares of common stock that were issued to independent directors and advisors in the six months ended December 31, 2023, which were previously expensed in the year ended June 30, 2023.

Other Matters – In February 2019, the Company’s Board of Directors approved the establishment of a new 2019 Stock Plan (“Plan”) with an authorization for the issuance of up to 2,500,000 shares of common stock. In December 2024, the Plan was amended to increase the number of shares of common stock authorized for issuance by 5,000,000 shares. The Plan is designed to provide for future discretionary grants of stock options, stock awards and stock unit awards to key employees, consultants, advisors, and non-employee directors. As of December 31, 2024, we have made total awards of 2,060,804 shares under the Plan as follows: (i) 1,866,362 shares for the RSUs granted to our three executive officers and two non-executive recipients, as noted above; (ii) 153,808 shares for the initial services of our three independent directors in the years ended June 30, 2024 and 2023, pursuant to the new compensation plan adopted in August 2022 for independent directors; and (iii) 40,634 shares granted to several wholesale dealers under an incentive sales program.

(4) Commitments and Contingencies

Effective January 1, 2021, we secured new corporate and manufacturing office space under a sublease agreement with a company that served as our contract manufacturer at that time. Under the terms of the sublease agreement, we were required to make rental payments of $10,350 per month during the initial one-year term of the agreement. Further, under the terms of the sublease agreement, we were granted the right to renew the sublease for additional terms of 12 months each upon mutual agreement of both parties, provided thirty days’ notice is given for each subsequent term, at a modest increase in the monthly rent, through December 31, 2024, with no obligation to renew it. At inception of the sublease, management determined that exercise of the renewal option was not reasonably certain and, notwithstanding that the Company elected to renew the agreement for additional one year periods as of January 1, 2022, 2023 and 2024. Accordingly, we have accounted for it as a short-term lease under ASC 842, Leases. Effective December 31, 2024, the parties mutually agreed to a short-term extension of the sublease agreement, on essentially the same terms, through February 28, 2025. Prior to expiration of the extended sublease, the Company relocated its corporate and manufacturing office space to another facility in the same vicinity under a one year sublease agreement with the sublandlord, at a base rental of $15,532 per month.

As indicated in Note 1, we sell our proprietary ESS units through wholesale dealers, primarily in California. In that regard, we have entered into agreements with several wholesale dealers operating in California and other states under which we have incentivized the dealers to achieve quarterly sales above targeted levels by agreeing to grant them shares of our common stock for exceeding such quarterly sales targets, determined as of the calendar year end, subject to defined maximums, as determined annually on a calendar year basis.

We are dependent on our two main component vendors for our suppliers of batteries, inverters and other raw materials and the inability of these single-source suppliers to deliver necessary components of our products according to our schedule and at prices, quality levels and volumes acceptable to us, or our inability to efficiently manage these components, could have a material adverse effect on our financial condition and operating results.

From time to time in the ordinary course of our business, the Company may be involved in legal proceedings, the outcomes of which may not be determinable. The Company is not involved in any legal proceedings at this time. The results of litigation are inherently unpredictable. Any claims against us, whether meritorious or not, could be time consuming, result in costly litigation, require significant amounts of management time and result in diversion of significant resources. We are not able to estimate an aggregate amount or range of reasonably possible losses for those legal matters for which losses are not probable and estimable.

(5) Subsequent Events

Effective February 4, 2025, the Company’s Board of Directors and Compensation Committee approved an amended and restated employment agreement with the Company’s chief financial officer (“CFO”). The initial term of the employment agreement ends on December 31, 2027 and will be automatically renewable for additional one-year terms unless either party chooses not to renew the agreement. Pursuant to the agreement, we issued our CFO an award of 240,000 RSUs vesting in four annual installments.

In February 2025, the Company entered into a referral agreement with a marketing company to market the Company’s products to qualified solar and energy storage system installers. The term of the referral agreement ends on December 31, 2026. The agreement provides for the issuance of shares of the Company’s common stock in exchange for reaching specified target levels of product sales, up to a maximum total of 2,000,000 shares for reaching a total of 2,500 units sold and paid for.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Introduction

This information should be read in conjunction with the interim unaudited financial statements and the notes thereto included in this Quarterly Report on Form 10-Q, and the audited financial statements and notes thereto and “Part II. Other Information - Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations”, contained in our Annual Report on Form 10-K for the year ended June 30, 2024, filed with the Securities and Exchange Commission on September 27, 2024 (the “Annual Report”).

Certain capitalized terms used below and otherwise defined below, have the meanings given to such terms in the footnotes to our unaudited financial statements included above under “Part I - Financial Information” - “Item 1. Financial Statements”.

Unless the context requires otherwise, references to the “Company,” “we,” “us,” “our,” “NEOV”, refer specifically to NeoVolta, Inc.

In addition, unless the context otherwise requires and for the purposes of this Report only:

	·	“Exchange Act” refers to the Securities Exchange Act of 1934, as amended;

	·	“SEC” or the “Commission” refers to the United States Securities and Exchange Commission; and

	·	“Securities Act” refers to the Securities Act of 1933, as amended.

Overview

We are a designer, manufacturer, and seller of high-end Energy Storage Systems (or ESS), primarily our NeoVolta NV14, NV14-K, and NV-24, which can store and use energy via batteries and an inverter at residential or commercial sites. We were founded to identify new ways to leverage emerging technologies with the dynamic changes that are taking place in the energy delivery space. We primarily market and sell our products directly to our certified solar installers and solar equipment distributors. We are also pursuing agreements with residential developers, commercial developers, and other commercial opportunities. Because we are purely dedicated to energy solar systems, virtually all our current resources and efforts go into further developing our flagship NV14, NV14-K, and NV-24 products, while focusing on specific industry needs for our next generation of products. We believe we are unique in the marketplace due to our low cost, our innovative battery chemistry, our product versatility and our commitment to installer service. Because of these factors, we believe NeoVolta is uniquely equipped to establish itself as a major player in the energy storage market.

In May 2019, we completed a public offering of 3,500,000 shares of our common stock at an offering price of $1.00 per share for gross proceeds of $3.5 million pursuant to Regulation A of the Securities Act. We used the proceeds of the offering to ramp up production, marketing, and sales of our NV14 product line. In that regard, we have used the proceeds from the offering to fund the marketing, production and distribution of our products, which commenced in July 2019 through a group of wholesale customers in California, as well as to provide additional working capital for other corporate purposes. We have expanded to include one wholesale distribution customer in Nevada. As of the current date, we have had successful installations of our products in the additional States of Arizona, Utah, Colorado, Wyoming, Texas, Oklahoma, Missouri, Tennessee, Alabama, Georgia, Florida, and Puerto Rico.

As further discussed below under “Liquidity and Capital Resources,” we completed an underwritten public offering of our equity securities in the form of Units in August 2022. We sold a total of 1,121,250 Units in the offering at an offering price to the public of $4.00 per Unit. The gross proceeds of the offering were $4,485,000 and the net proceeds, after deduction of underwriting discounts and other offering costs, were approximately $3,780,000. We have used the proceeds of this public offering to increase our current production capacity, expand our product portfolio, enlarge our product marketing and sales efforts, and for other general corporate purposes.

On April 14, 2023, California implemented Net Energy Metering 3 (NEM3) for subsequent new solar installations. NEM3 reduces the amount of NEM credit for each kilowatt (KW) of solar power sent to the utility from a rate of approximately $0.20 per KW to $0.09 per KW (each Utility varies). NEM3 effectively increases the average solar Return of Investment (ROI) from 5-6 years to 10-12 years (each Utility varies). Effectively, the Company believes that solar installation in California currently makes little financial sense without also including a complimentary battery system such as ours. We believe that the anticipation of the passage of NEM3 in California, as well as the timing of its post-effective implementation, has had an erratic and temporary impact on the sales of our products in that state, beginning in December 2022.

Results of Operations

The following discussion reflects the Company’s revenues and expenses for the three-month and six-month periods ended December 31, 2024 and 2023, as reported in our financial statements included in Item 1.

Three months ended December 31, 2024 versus three months ended December 31, 2023

Revenues - Revenues from contracts with customers for the three months ended December 31, 2024 were $1,071,581 compared to $1,017,828 for the three months ended December 31, 2023. Such relatively modest increase in revenues was primarily due to the impact of opening various new sales channels since the engagement of our new chief executive officer in April 2024.

Cost of Goods Sold - Cost of goods sold for the three months ended December 31, 2024 were $747,670 compared to $811,955 for the three months ended December 31, 2023. The cost of goods sold in both periods reflected the cost of procuring and assembling the component parts of the energy storage systems that were sold in each fiscal year and resulted in gross profits on such sales of approximately 30% and 20%, respectively, with the increase largely being due to the reversal in December 2024 of a prior year reserve for obsolescence on component parts of our NV-14Ks of $90,000.

General and Administrative Expense - General and administrative expenses for the three months ended December 31, 2024 were $1,228,517 compared to $774,698 for the three months ended December 31, 2023. Such increase was mainly due to our engagement of a new chief executive officer, who was engaged at an annual salary of $350,000 and also received a 4 year amortizing equity award of $2,854,000, as well as the hiring of several other employees since April 2024. The addition of these personnel resulted in a higher level of both cash compensation expense and other associated expenses, such as marketing and travel, as well as non-cash stock compensation expenses related to the Company’s equity incentive programs.

Research and Development Expense - Research and development expenses for the three months ended December 31, 2024 were $42,324 compared to zero for the three months ended December 31, 2023. Such fluctuation was largely due to timing differences in the level of the Company’s recent product development efforts.

Other Income and Expense - Interest expense for the three months ended December 31, 2024 was $24,546 compared to zero for the three months ended December 31, 2023, reflecting interest attributable to borrowings made under our line of credit and borrowing arrangements obtained since June 30, 2024. Interest income for the three months ended December 31, 2024 was $339 compared to $12,781 for the three months ended December 31, 2023. This decrease was due to our lower level of investable cash in the three months ended December 31, 2024.

Net Loss - Net loss for the three months ended December 31, 2024 was $971,137 compared to $556,044 for the three months ended December 31, 2023, representing the aggregate of the various revenue and expense categories indicated above. The Company has not recognized any income tax benefit for these net losses due to the uncertainty of its ultimate realization.

Six months ended December 31, 2024 versus six months ended December 31, 2023

Revenues - Revenues from contracts with customers for the six months ended December 31, 2024 were $1,661,817 compared to $1,781,958 for the six months ended December 31, 2023. Such decrease was primarily due to the impact of various macroeconomic factors, such as relatively high interest rates, and regulatory factors, such as utility regulations in the State of California, partially offset by the impact of opening various new sales channels since the engagement of our new chief executive officer in April 2024.

Cost of Goods Sold - Cost of goods sold for the six months ended December 31, 2024 were $1,245,059 compared to $1,454,913 for the six months ended December 31, 2023. The cost of goods sold in both periods reflected the cost of procuring and assembling the component parts of the energy storage systems that were sold in each fiscal year and resulted in gross profits on such sales of approximately 25% and 18%, respectively, with the increase largely being due to the reversal in December 2024 of a prior year reserve for obsolescence on component parts of our NV-14Ks of $90,000.

General and Administrative Expense - General and administrative expenses for the six months ended December 31, 2024 were $2,278,636 compared to $1,329,858 for the six months ended December 31, 2023. Such increase was mainly due to our engagement of a new chief executive officer, who was engaged at an annual salary of $350,000 and also received a 4 year amortizing equity award of $2,854,000, as well as the hiring of several other employees since April 2024. The addition of these personnel resulted in a higher level of both cash compensation expense and other associated expenses, such as marketing and travel, as well as non-cash stock compensation expenses related to the Company’s equity incentive programs.

Research and Development Expense - Research and development expenses for the six months ended December 31, 2024 were $50,941 compared to zero for the six months ended December 31, 2023. Such fluctuation was largely due to timing differences in the level of the Company’s recent product development efforts.

Other Income and Expense - Interest expense for the six months ended December 31, 2024 was $24,546 compared to zero for the six months ended December 31, 2023, reflecting interest attributable to borrowings made under our line of credit and borrowing arrangements obtained since June 30, 2024. Interest income for the six months ended December 31, 2024 was $1,734 compared to $18,054 for the six months ended December 31, 2023. This decrease was due to our lower level of investable cash in the six months ended December 31, 2024.

Net Loss - Net loss for the six months ended December 31, 2024 was $1,935,631 compared to $984,759 for the six months ended December 31, 2023, representing the aggregate of the various revenue and expense categories indicated above. The Company has not recognized any income tax benefit for these net losses due to the uncertainty of its ultimate realization.

Liquidity and Capital Resources

Operating activities. Net cash used in operating activities in the six months ended December 31, 2024 was $1,451,330 compared to $503,497 in the six months ended December 31, 2023. This increase was largely due to the current period increase in our comparative net loss, primarily resulting from an increase in our previously noted cash operating expenses, as well as relatively higher changes in our net working capital needs on a comparative basis.

Financing activities. Net cash provided by financing activities in the six months ended December 31, 2024 was $793,649, compared to zero in the six months ended December 31, 2023. In September 2024, we entered into an agreement with a newly formed financing entity whereby we obtained a line of credit for borrowings of up to $5,000,000. As of December 31, 2024, we had made net borrowings under this credit agreement in the total amount of $383,538 initially to fund a short-term loan that we made to a customer in October 2024, in the amount of $250,000, which was fully repaid in December 2024. In November and December 2024, we made short-term borrowings from an accounts receivable lender in the total amount of $371,997, of which a portion had been repaid, leaving an outstanding balance as of December 31, 2024 of $249,711. In December 2024, we also received proceeds from the exercise of warrants issued in our August 2022 public offering in the amount of $160,400.

As of December 31, 2024, we had a cash balance of approximately $0.3 million and net working capital of approximately $3.7 million. Currently, we are not generating a break-even level of net operating cash flow from our net sales. However, we anticipate that demand for our products will ultimately increase over time and that, in conjunction with our recently obtained line of credit noted above and the completion of the February 2025 private offering, we will have sufficient cash to operate for at least the next 12 months.

Other Developments

We continue to monitor current international developments occurring in Ukraine and Israel. However, we do not believe that they will have a significant impact on either the domestic markets for our products or the international supply chains for our product components, which are largely sourced from Asia.

Presently, our two main raw material components, batteries and inverters, are imported from different Asian suppliers and are subject to fairly low tariff rates that have been in effect for several years. The newly inaugurated Trump Administration has indicated that it may propose a significant increase in such tariff rates on various types of goods imported from Asia that could apply to our two main components. In the event that any such possible tariff increases recently proposed by President Trump on China and two North American countries become enacted, which are applicable to our two main components, they would significantly increase the cost of our two main imported components whenever the increased rates become effective. In that case, we would be faced with a decision as to whether we should attempt to pass along such tariff increases to our customers through higher prices for our products or absorbing them internally, or some combination of those two alternatives.

Off-Balance Sheet Arrangements

We have no obligations, assets or liabilities which would be considered off-balance sheet arrangements as defined in Item 303 of Regulation S-K.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based on financial statements which have been prepared in accordance with generally accepted accounting principles in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. We believe that certain accounting policies affect our more significant judgments and estimates used in the preparation of our financial statements. See “Note 1. Business and Summary of Significant Accounting Policies” of the Notes to Financial Statements set forth above and under “Item 8. Financial Statements and Supplementary Data” of our Annual Report on Form 10-K for the year ended June 30, 2024, as filed with the SEC on September 27, 2024, for a further description of our critical accounting policies and estimates.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Information for this Item is not required as the Registrant is a “smaller reporting company” as defined in Rule 12b-2 of the Exchange Act.

ITEM 4.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We have established and maintain a system of disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in our reports filed with the Securities and Exchange Commission pursuant to the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Commission and that such information is accumulated and communicated to our management, including our Chief Executive Officer, who is our principal executive officer, and Chief Financial Officer, who is our principal financial and accounting officer, to allow timely decisions regarding required disclosures.

As of December 31, 2024, our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as a result of the material weakness relating to the lack of segregation of duties, our disclosure controls and procedures as of the end of the period covered by this Quarterly Report were not effective. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. We will be required to hire additional personnel in order to remediate our material weakness.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Changes in Internal Controls over Financial Reporting

There was no change in our internal controls over financial reporting that occurred during the quarter ended December 31, 2024, that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

PART II. OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

Although we may, from time to time, be involved in litigation and claims arising out of our operations in the normal course of business, we are not currently a party to any material legal proceeding. In addition, we are not aware of any material legal or governmental proceedings against us, or contemplated to be brought against us.

ITEM 1A.

RISK FACTORS

There have been no material changes from the risk factors previously disclosed in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended June 30, 2024, as filed with the SEC on September 27, 2024 (the “Form 10-K”), under the heading “Risk Factors”, except as set forth below, and investors should review the risks provided in the Form 10-K prior to making an investment in the Company. The business, financial condition and operating results of the Company can be affected by a number of factors, whether currently known or unknown, including but not limited to those described in the Form 10-K for the year ended June 30, 2024, under “Risk Factors”, any one or more of which could, directly or indirectly, cause the Company’s actual financial condition and operating results to vary materially from past, or from anticipated future, financial condition and operating results. Any of these factors, in whole or in part, could materially and adversely affect the Company’s business, financial condition, operating results and stock price.

The new Administration may introduce tariff increases that would apply to the two main raw material components of our products which are sourced from Asian suppliers.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

There have been no sales of unregistered securities during the three months ended December 31, 2024.

On February 4, 2025, the Company entered into an agreement with an accredited investor group under which the Company issued a total of 500,000 shares of its common stock to the investor group at an offering price of $2.00 per share resulting in gross proceeds to the Company in the amount of $1,000,000. The Company expects to use the proceeds of this private offering to meet working capital needs and for other general corporate purposes. The issuances were made pursuant to an exemption from registration as set forth in Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.

OTHER INFORMATION

Effective with the filing of this Report, the Company has relocated its corporate office to the following address:

NeoVolta, Inc.

12195 Dearborn Place

Poway, CA 92064

The Company’s phone number remains unchanged.

During the period covered by this Quarterly Report, none of the Company’s directors or executive officers has adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (each as defined in Item 408 of Regulation S-K under the Securities Exchange Act of 1934, as amended).

On February 4, 2025, Brent Willson retired as the Chairman of the Board of Directors and Ardes Johnson, the Company’s chief executive officer, was elected as a director and as the new Chairman of the Board of Directors. Mr. Johnson will not receive any additional compensation for his service on the Board and will not serve on any Board committees.

On such date, Col Willson also informed the Company that he would also retire from his position as Chief Technology Officer of the Company on February 28, 2025. Upon Col Willson’s retirement, the Company agreed to enter into a consulting agreement with Col Willson for a period of three months at a monthly fee of $13,750 per month.

Effective February 4, 2025, the Company’s Board of Directors and Compensation Committee approved an amended and restated employment agreement with Steve Bond, the Company’s chief financial officer (“CFO”) and a director. The initial term of the employment agreement ends on December 31, 2027 and will be automatically renewable for additional one-year terms unless either party chooses not to renew the agreement. The agreement provides for an initial base salary of $193,000 and a potential one-time bonus of $40,000. If Mr. Bond’s employment is terminated at our election without “cause” (as defined in the employment agreement), by Mr. Bond for “good reason” (as defined in the employment agreement), or if we choose not renew the agreement, Mr. Bond is entitled to receive severance payments equal to six months of base salary. Pursuant to the agreement, we issued Mr. Bond an award of 240,000 RSUs vesting in four annual installments.

ITEM 6.

EXHIBITS

Exhibit No.		Exhibit Description
3.1		Amended and Restated Articles of Incorporation of NeoVolta, Inc. (incorporated by reference to exhibit 2.1 of the Company’s Form 1-A (file no. 024-10942)).
3.2		Second Amended and Restated Bylaws of NeoVolta, Inc. (incorporated by reference to exhibit 3.3 of the Company’s Form S-1 (file no. 333-264275)).
10.1*		Form of Subscription Agreement in February 2025 private offering
10.2*		Amended and Restated Employment Agreement between NeoVolta, Inc. and Steve Bond dated February 4, 2025
10.3*		Consulting Agreement between NeoVolta, Inc. and Brent Willson effective March 1, 2025
31.1*		Certification of Principal Executive Officer Pursuant to Section 302 of Sarbanes- Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002
32.1*		Certification of Principal Executive Officer Pursuant to Section 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*		Certification of Principal Financial Officer Pursuant to Section 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS *		Inline XBRL Instance Document
101.SCH *		Inline XBRL Taxonomy Extension Schema Document
101.CAL *		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF *		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB *		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE *		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

______________________

* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	NEOVOLTA, INC.


February 7, 2025	/s/ H. Ardes Johnson
	H. Ardes Johnson
	Chief Executive Officer
	(Principal Executive Officer)

February 7, 2025	/s/ Steve Bond
	Steve Bond
	Chief Financial Officer
	(Principal Financial/Accounting Officer)

Exhibit 10.1

THE SECURITIES TO BE ISSUED PURSUANT TO THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), OR ANY OTHER APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD UNLESS REGISTERED THEREUNDER OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

SUBSCRIPTION AGREEMENT

NeoVolta, Inc.

13651 Danielson St, Suite A

Poway, CA 92064

Ladies and Gentlemen:

I (sometimes referred to herein as the “Investor”) hereby subscribe for and agree to purchase the Securities (as defined below) set forth on the signature page hereto of NeoVolta, Inc., a Nevada corporation (the “Company”), on the terms and conditions described herein and in Exhibit A hereto (collectively, the “Offering Documents”). Terms not defined herein are as defined in the Offering Documents.

1. Description of Securities; Description of Company and Risk Factors.

	a.	Description of Securities. The Company is offering (the “Offering”) to the Investor shares of Company common stock (the “Common Stock”) at a purchase price of $2.00 per share (the purchased Common Stock, the “Securities”).
	b.	Risks Related to the Investment in the Securities. Investing in the Securities involves a high degree of risk. Before investing, Investor should carefully consider the description of the Company’s business and a description of the risk factors facing the Company set forth in the Company’s most recently filed Form 10-K filed with the Securities and Exchange Commission (“SEC”) on September 27, 2024 as updated from time to time in the Company’s Form 10-Q filings and in the Company’s other filings with the SEC (the “SEC Filings”).

2. Purchase.

On the Closing, I agree to tender to the Company a check or wire transfer (information to be provided to me on my request) made payable to “NeoVolta, Inc.” for the Securities indicated on the signature page hereto, an executed copy of this Subscription Agreement and an executed copy of my Investor Questionnaire attached as Exhibit A hereto.

3. Acceptance or Rejection of Subscription.

	a.	I understand and agree that the Company reserves the right to reject this subscription for the Securities, in whole or in part, for any reason and at any time prior to the Closing (defined below) of my subscription.
	b.	In the event of the rejection of this subscription, my subscription payment will be promptly returned to me without interest or deduction and this Subscription Agreement shall have no force or effect. In the event my subscription is accepted, and the offering is completed, the subscription funds shall be released to the Company.

4. Closing. The closing (“Closing”) of this offering may occur any time and from time to time within five business days of the date hereof. There is no minimum offering. The Securities subscribed for herein shall not be deemed issued to or owned by me until one copy of this Subscription Agreement has been executed by me and countersigned by the Company and the Closing with respect to such Securities has occurred.

5. Disclosure. Because this offering is limited to accredited investors as defined in Section 2(15) of the Securities Act, and Rule 501 promulgated thereunder, in reliance upon the exemption contained in Section 4(a)(2) of the Securities Act and applicable state securities laws, the Securities are being sold without registration under the Securities Act. I acknowledge receipt of the Offering Documents and represent that I have carefully reviewed and understand the Offering Documents, including its exhibits. I have received all information and materials regarding the Company that I have requested. I fully understand that the Company has a limited financial and operating history and that the Securities are speculative investments, which involve a high degree of risk of the loss of my entire investment. I fully understand the nature of the risks involved in purchasing the Securities and I am qualified by my knowledge and experience to evaluate investments of this type. I have carefully considered the potential risks relating to the Company and purchase of its Securities and have, in particular, reviewed each of the risks set forth in the Offering Documents and SEC Filings. Both my advisors and I have had the opportunity to ask questions of and receive answers from representatives of the Company or persons acting on its behalf concerning the Company and the terms and conditions of a proposed investment in the Company and my advisors and I have also had the opportunity to obtain additional information necessary to verify the accuracy of information furnished about the Company. Accordingly, I have independently evaluated the risks of purchasing the Securities.

6. Investor Representations and Warranties. I acknowledge, represent and warrant to, and agree with, the Company as follows:

	a.	I am aware that my investment involves a high degree of risk as disclosed in the Offering Documents and have read carefully the Offering Documents, and I understand that by signing this Subscription Agreement I am agreeing to be bound by all of the terms and conditions of the Offering Documents.
	b.	I acknowledge and am aware that there is no assurance as to the future performance of the Company.

I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Securities, and the Company has advised me to seek the advice of experts in such areas prior to making this investment.

	d.	I am purchasing the Securities for my own account for investment purposes and not with a view to or for sale in connection with the distribution of the Securities, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Securities have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. I hereby authorize the Company to place a legend denoting the restrictions on the Securities that are issued to me.
	e.	I recognize that the Securities, as an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the Securities is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to my investment in the Company.

	f.	I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering Documents, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Securities and the business and operations of the Company and to obtain any additional information, to the extent reasonably available.
	g.	I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under the Securities Act in connection with evaluating such merits and risks.
	h.	I have relied solely upon my own investigation in making a decision to invest in the Company.
	i.	I have received no representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to the Company or its business other than as set forth in the Offering Documents and in the SEC Filings. I am not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
	j.	I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction.
	k.	I have been provided an opportunity to obtain any additional information concerning the offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.
	l.	I am an “accredited investor” as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder and have attached the completed Accredited Investor Questionnaire to indicate my “accredited investor” category. I can bear the entire economic risk of the investment in the Securities for an indefinite period of time and I am knowledgeable about and experienced in investments in the equity securities of early stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities.
	m.	I understand that (1) the Securities have not been registered under the Securities Act, or the securities laws of certain states in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this offering or made any finding or determination relating to the fairness of an investment in the Company and (3) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of the exemptions afforded by the Securities Act and certain state securities laws.
	n.	I understand that since neither the offer nor sale of the Securities has been registered under the Securities Act or the securities laws of any state, the Securities may not be sold, assigned, pledged or otherwise disposed of unless they are so registered or an exemption from such registration is available.
	o.	I have been urged to seek independent advice from my professional advisors relating to the suitability of an investment in the Company in view of my overall financial needs and with respect to the legal and tax implications of such investment.
	p.	If the Investor is a corporation, company, trust, employee benefit plan, individual retirement account, Keogh Plan, or other tax-exempt entity, it is authorized and qualified to become an Investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so.
	q.	The information contained in my Investor Questionnaire, as well as any information which I have furnished to the Company with respect to my financial position and business experience, is correct and complete as of the date of this Subscription Agreement and, if there should be any material change in such information prior to the Closing of the offering, I will furnish such revised or corrected information to the Company. I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription and any agreements made in connection herewith shall survive my death or disability.

7. Indemnification. I hereby agree to indemnify and hold harmless the Company and its officers, directors, shareholders, employees, agents, and counsel against any and all losses, claims, demands, liabilities, and expenses (including reasonable legal or other expenses, including reasonable attorneys’ fees) incurred by each such person in connection with defending or investigating any such claims or liabilities, whether or not resulting in any liability to such person, to which any such indemnified party may become subject under the Securities Act, under any other statute, at common law or otherwise, insofar as such losses, claims, demands, liabilities and expenses (a) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact made by me and contained in this Subscription Agreement or my Investor Questionnaire, or (b) arise out of or are based upon any breach by me of any representation, warranty, or agreement made by me contained herein or therein.

8. Severability. In the event any parts of this Subscription Agreement are found to be void, the remaining provisions of this Subscription Agreement shall nevertheless be binding with the same effect as though the void parts were deleted.

9. Choice of Law and Jurisdiction. This Subscription Agreement shall be governed by the laws of the State of California as applied to contracts entered into and to be performed entirely within the State of California. Any action arising out of this Subscription Agreement shall be brought exclusively in a court of competent jurisdiction in San Diego County, California, and the parties hereby irrevocably waive any objections they may have to venue in San Diego County, California.

10. Counterparts. This Subscription Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. The execution of this Subscription Agreement may be by actual or facsimile signature.

11. Benefit. This Subscription Agreement shall be binding upon and inure to the benefit of the parties hereto.

12. Notices and Addresses. All notices, offers, acceptance and any other acts under this Subscription Agreement (except payment) shall be in writing, and shall be sufficiently given if delivered to the addresses in person, by Federal Express or similar courier delivery, as follows:

Investor:

At the address designated on the signature

page of this Subscription Agreement.

The Company:

NeoVolta, Inc.

13651 Danielson St, Suite A

Poway, CA 92064

or to such other address as any of them, by notice to the others may designate from time to time. The transmission confirmation receipt from the sender’s facsimile machine shall be conclusive evidence of successful facsimile delivery. Time shall be counted to, or from, as the case may be, the delivery in person or by mailing.

13. Entire Agreement. This Subscription Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral and written agreements between the parties hereto with respect to the subject matter hereof. This Subscription Agreement may not be changed, waived, discharged, or terminated orally but, rather, only by a statement in writing signed by the party or parties against which enforcement or the change, waiver, discharge or termination is sought.

14. Section Headings. Section headings herein have been inserted for reference only and shall not be deemed to limit or otherwise affect, in any matter, or be deemed to interpret in whole or in part, any of the terms or provisions of this Subscription Agreement.

15. Survival of Representations, Warranties and Agreements. The representations, warranties and agreements contained herein shall survive the delivery of, and the payment for, the Securities.

16. Acceptance of Subscription. The Company may accept this Subscription Agreement at any time for all or any portion of the Securities subscribed for by executing a copy hereof as provided and notifying me within a reasonable time thereafter.

RESIDENTS OF ALL STATES: THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SECURITIES ARE SUBJECT TO REGISTRATIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SAID ACT AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING DOCUMENTS. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

FOR FLORIDA RESIDENTS: THE SECURITIES OFFERED HEREBY WILL BE SOLD, AND ACQUIRED, IN A TRANSACTION EXEMPT UNDER SECTION 517.061(11) OF THE FLORIDA SECURITIES AND INVESTOR PROTECTION ACT. THE SECURITIES HAVE NOT BEEN REGISTERED UNDER SAID ACT IN THE STATE OF FLORIDA. PURSUANT TO SECTION 517.061(11) OF THE FLORIDA SECURITIES AND INVESTOR PROTECTION ACT, WHEN SALES ARE MADE TO FIVE (5) OR MORE PERSONS (EXCLUDING ACCREDITED INVESTORS) IN THE STATE OF FLORIDA, ANY SALE IN THE STATE OF FLORIDA MADE PURSUANT TO SECTION 517.061(11) OF SUCH ACT IS VOIDABLE BY THE PURCHASER IN SUCH SALE (WITHOUT INCURRING ANY LIABILITY TO THE COMPANY OR TO ANY OTHER PERSON OR ENTITY) EITHER WITHIN THREE (3) DAYS AFTER THE FIRST TENDER OF CONSIDERATION IS MADE BY SUCH PURCHASER TO THE ISSUER, AN AGENT OF THE ISSUER, OR AN ESCROW AGENT OR WITHIN THREE (3) DAYS AFTER THE AVAILABILITY OF THAT PRIVILEGE IS COMMUNICATED TO SUCH PURCHASER, WHICHEVER OCCURS LATER. TO VOID HIS PURCHASE, THE PURCHASER NEED ONLY SEND A LETTER OR TELEGRAM TO THE COMPANY AT THE ADDRESS INDICATED HEREIN. ANY SUCH LETTER OR TELEGRAM SHOULD BE SENT AND POSTMARKED PRIOR TO THE END OF THE AFOREMENTIONED THREE (3) DAY PERIOD. IT IS PRUDENT TO SEND ANY SUCH LETTER BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO ASSURE THAT IT IS RECEIVED AND ALSO TO HAVE EVIDENCE OF THE TIME THAT IT WAS MAILED. SHOULD A PURCHASER MAKE THIS REQUEST ORALLY, THAT PURCHASER MUST ASK FOR WRITTEN CONFIRMATION THAT THE REQUEST HAS BEEN RECEIVED. IF NOTICE IS NOT RECEIVED WITHIN THE TIME LIMIT SPECIFIED HEREIN, THE FOREGOING RIGHT TO VOID THE PURCHASE SHALL BE NULL AND VOID.

THE AGGREGATE AMOUNT SUBSCRIBED FOR HEREBY IS:

500,000 Shares of Common Stock for an aggregate purchase price of $1,000,000

Manner in Which Title is to be Held. (check one)

— Individual Ownership	— Community Property
— Joint Tenant with Right of Survivorship (both parties must sign)

— Partnership

— Tenants in common

— Corporation Trust

— IRA or Keogh

— Other (please indicate)


INDIVIDUAL INVESTORS		ENTITY INVESTORS
		Name of entity, if any

Signature (Individual)		By: _____________________________
		*Signature
		Its: _____________________________
Signature (Joint) (all record holders must sign)		Title:____________________________


Name(s) Typed or Printed		Name Typed or Printed
Address to Which Correspondence Should be Directed		Address to Which Correspondence Should be Directed




City, State and Zip Code		City, State and Zip Code


Tax Identification or Social Security Number		Tax Identification or Social Security Number

If Securities are being subscribed for by any entity, the Certificate of Signatory on the next page must also be completed

The foregoing subscription is accepted and the Company hereby agrees to be bound by its terms on 4^th day of February, 2025.


		NeoVolta, Inc.

		By:_______________________________
		Name:
		Its:

CERTIFICATE OF SIGNATORY

(To be completed if Securities are being subscribed for by an entity)

I, ____________________________, the __________________________________

(name of signatory) (title)

of ________________________________________ (“Entity”), a ________________________

(name of entity) (type of entity)

hereby certify that I am empowered and duly authorized by the Entity to execute the Subscription Agreement and to purchase the Securities, and certify further that the Subscription Agreement has been duly and validly executed on behalf of the Entity and constitutes a legal and binding obligation of the Entity.

IN WITNESS WHEREOF, I have set my hand this ______ day of ____________, 2025.



		*(Signature)*

Exhibit A

ACCREDITED INVESTOR QUESTIONNAIRE

Purpose of this Questionnaire

The Securities of NeoVolta, Inc., a Nevada corporation (the “Company”) are being offered under the Securities Act of 1933, as amended (the “1933 Act”), or the securities laws of any state, in reliance on the exemptions contained in Sections 4(2) and 4(6) and/or Regulation D Rule 506 of the 1933 Act and on similar exemptions under applicable state laws. Under Sections 4(a)(2) and Regulation D Rule 506 and/or certain state laws, the Company may be required to determine that an individual or each individual equity owner of an investing entity meets certain suitability requirements before selling the Securities to such individual or entity. THE COMPANY MAY, AT ITS ELECTION, NOT SELL SECURITIES TO A SUBSCRIBER WHO HAS NOT COMPLETELY FILLED OUT THIS QUESTIONNAIRE. This Questionnaire does not constitute an offer to sell or a solicitation of an offer to buy the Securities or any other security.

Instructions

One (1) copy of this Questionnaire should be completed, signed, dated, and delivered to the Company.

Please Answer All Questions

If the appropriate answer is “None” or “Not Applicable,” so state. Please print or type your answers to all questions. Attach additional sheets if necessary to complete your answers to any item.

Your answers will be kept strictly confidential at all times; however, the Company may present this Questionnaire to such parties as it deems appropriate, including its counsel, in order to assure itself that the offer and sale of the Securities will not result in a violation of the registration provisions of the 1933 Act or a violation of the securities laws of any state.

(1)Please provide the following personal information:


Name: __________________________________

(2)I am an accredited investor (as defined in Rule 501 (a) of Reg. D) because (check each appropriate description):

______

I am a natural person whose individual net worth, or joint net worth with my spouse, exceeds $1,000,000 (excluding the value of my residence).

_____

I am a natural person who had individual income exceeding $200,000 in each of the two most recent years or joint income with my spouse exceeding $300,000 in each of those years and I have a reasonable expectation of reaching the same income level in the current year.

______

I am a corporation, Massachusetts or similar business trust or partnership, not formed for the specific purpose of acquiring the Securities, with total assets exceeding $5,000,000.

______

I am a trust, not formed for the specific purpose of acquiring the Securities, with total assets exceeding $5,000,000 and whose purchase is directed by a “sophisticated person,” as defined in Rule 506(b)(2)(ii) of Reg. D.

(For the purposes of this questionnaire, a “sophisticated person” means any person who has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of the prospective investment.)

______

I am an entity in which all of the equity owners are accredited investors.

(3)Check, if appropriate:

_____

I hereby represent and warrant that I have such knowledge and experience in financial and business matters that I am capable of evaluating the merits and risks of any prospective investment in the Company.

(5)By signing this Questionnaire, I hereby confirm the following statements:

I am aware that the offering of the Securities will involve securities for which no market currently exists, thereby requiring any investment to be maintained for an indefinite period of time, and I have no need to liquidate the investment.

I acknowledge that any delivery to me of any documentation relating to the Securities prior to the determination by the Company of my suitability as an investor shall not constitute an offer of the Securities until such determination of suitability shall be made, and I agree that I shall promptly return all such documentation to the Company upon request.

My answers to the foregoing questions are true and complete to the best of my information and belief, and I will promptly notify the Company of any changes in the information I have provided.

I also understand and agree that, although the Company will use its best efforts to keep the information provided in answers to this Questionnaire strictly confidential, the Company may present this Questionnaire and the information provided in answers to it to such parties as it may deem advisable if called upon to establish the availability under any federal or state securities laws of an exemption from registration of the private placement or if the contents thereof are relevant to any issue in any action, suit, or proceeding to which the Company is a party or by which it or they are or may be bound.

I realize that this Questionnaire does not constitute an offer by the Company to sell the Securities but is merely a request for information.



Printed Name


Signature


Date and Place Executed:

Date:_________________________________		Place (Country):________________________

Exhibit 10.2

Amended and Restated Employment Agreement

This Amended and Restated Employment Agreement (the “Agreement”) is made and entered into as of February 4, 2025, by and between Steve Bond (the “Executive”) residing at [***] and NEOVOLTA, INC., a Nevada Corporation (the “Company”).

WHEREAS, the Executive previously served as the Company’s Chief Financial Officer (“CFO”) pursuant to that certain Employment Agreement, dated as of March 1, 2022, between the Executive and the Company (the “First Employment Agreement”);

WHEREAS, the Company and Executive now both desire to amend and restate the First Employment Agreement in favor of this Agreement for Company to employ Executive as the Company’s CFO commencing as of the Effective Date, and the Parties desire to enter into this Agreement embodying the terms of such employment..

NOW, THEREFORE, in consideration of the mutual covenants, promises, and obligations set forth herein, the parties agree as follows:

1. Term. Subject to Section 5 of this Agreement, the Executive’s initial term of employment hereunder shall be from the period beginning on February 1, 2025 (the “Effective Date”) through December 31, 2027 (the “Initial Term”). Thereafter, the Agreement shall be deemed to be automatically extended, upon the same terms and conditions, for successive periods of one year, unless either party provides written notice of its intention not to extend the term at least 90 days prior to the end of the Initial Term or one-year extension thereof. The period during which the Executive is employed by the Company hereunder is hereinafter referred to as the “Employment Term.”

2. Position and Duties.

2.1 Position. During the Employment Term, the Executive shall serve as the Chief Financial Officer of the Company, reporting to the Chief Executive Officer and the Board of Directors (“Board”). In such position, the Executive shall have such duties, authority, and responsibilities as are consistent with the Executive’s position.

2.2 Duties. During the Employment Term, the Executive shall devote substantially all of the Executive’s business time and attention to the performance of the Executive’s duties hereunder and will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or interfere with the performance of such services either directly or indirectly without the prior written consent of the Board.

2.3 Annual Plans. By June 30, 2025 and for each fiscal year thereafter, Executive must provide a detailed business plan with performance targets to be approved by the Compensation Committee of the Board.

3. Place of Performance. The principal place of Executive’s employment shall be the Company’s principal executive office currently located in 13651 Danielson Street, Suite A, Poway, California 92064. The Executive may work remotely from Executive’s residence in [***], so long as doing so does not interfere with the Executive’s responsibilities under this Agreement.

4. Compensation.

4.1 Base Salary. The Company shall pay the Executive an annual rate of base salary of $193,000 in periodic installments in accordance with the Company’s customary payroll practices and applicable wage payment laws, but no less frequently than monthly. The Executive’s annual base salary, as in effect from time to time, is hereinafter referred to as “Base Salary.”

4.2 Performance Bonus.

(a) Upon achieving Phase II approval from Department of Energy loan package, Executive will be issued a one-time bonus of $40,000. Executive shall be eligible to receive additional cash as a discretionary bonus (an “Annual Bonus”).

4.3 Equity Awards.

(a) Initial Stock RSU Grant. On the date hereof, Executive shall receive an award (“Initial Award”) of 240,000 Restricted Stock Units (RSUs) which will vest over a 4-year vesting schedule. The vesting schedule shall be 60,000 RSUs each year during the Employment Term, provided Executive is providing services to the Company on each vesting date.

(b) Performance Based Stock Grants. With respect to each year during the Employment Term, the Executive shall be eligible to receive additional stock awards as a discretionary bonus (collectively, such awards and the Initial Award, the “Equity Awards”).

4.4 Fringe Benefits and Perquisites. During the Employment Term, the Executive shall be entitled to fringe benefits and perquisites consistent with those provided to similarly situated executives of the Company.

4.5 Employee Benefits. During the Employment Term, the Executive shall be entitled to participate in all employee benefit plans, practices, and programs maintained by the Company, as in effect from time to time (collectively, “Employee Benefit Plans”) to the extent consistent with applicable law and the terms of the applicable Employee Benefit Plans. The Company reserves the right to amend or terminate any Employee Benefit Plans at any time in its sole discretion, subject to the terms of such Employee Benefit Plan and applicable law.

4.6 Vacation; Paid Time Off. During the Employment Term, the Executive shall be entitled to 2 weeks of paid vacation days per calendar year (prorated for partial years) in accordance with the Company’s vacation policies, as in effect from time to time. The Executive shall receive other paid time off in accordance with the Company’s policies for executive officers as such policies may exist from time to time and as required by applicable law.

4.7 Business Expenses. The Executive shall be entitled to reimbursement for all reasonable and necessary out-of-pocket business, entertainment, and travel expenses incurred by the Executive in connection with the performance of the Executive’s duties hereunder in accordance with the Company’s expense reimbursement policies and procedures.

4.8 Indemnification. The Company shall indemnify and hold the Executive harmless for acts and omissions in the Executive’s capacity as an officer, director, or employee of the Company. This indemnification does not apply to Executive’s actions that breach non-compete, non-disclosure and other agreements that Executive has with third parties.

4.9 Clawback Provisions. Any amounts payable under this Agreement are subject to any policy (whether in existence as of the Effective Date or later adopted) established by the Company providing for clawback or recovery of amounts that were paid to the Executive. The Company will make any determination for clawback or recovery in its sole discretion and in accordance with any applicable law or regulation.

5. Termination of Employment. The Employment Term and the Executive’s employment hereunder may be terminated by either the Company or the Executive at any time and for any reason or for no particular reason; provided that, unless otherwise provided herein, either party shall be required to give the other party at least 30 days advance written notice of any termination of the Executive’s employment. Upon termination of the Executive’s employment during the Employment Term, the Executive shall be entitled to the compensation and benefits described in this Section 5 and shall have no further rights to any compensation or any other benefits from the Company or any of its affiliates.

5.1 Expiration of the Term, For Cause, or Without Good Reason.

(a) The Executive’s employment hereunder may be terminated upon either party’s notification not to renew the Agreement in accordance with Section 1, by the Company for Cause or by the Executive without Good Reason and the Executive shall be entitled to receive:

(i) any accrued but unpaid Base Salary and accrued but unused paid time off which shall be paid within one (1) week following the date of the Executive’s termination;

(ii) any earned but unpaid Annual Bonus with respect to any completed year immediately preceding the date of the Executive’s termination, which shall be paid on the otherwise applicable payment date; provided that, if the Executive’s employment is terminated by the Company for Cause or the Executive resigns without Good Reason, then any such earned but unpaid Annual Bonus shall be forfeited;

(iii) all unvested Equity Awards; provided that, if the Executive’s employment is terminated by the Company for Cause or the Executive resigns without Good Reason, then any such vested but not provided Equity Award shall be forfeited;

(iv) reimbursement for unreimbursed business expenses properly incurred by the Executive, which shall be subject to and paid in accordance with the Company’s expense reimbursement policy; and

(v) six-months of Base Salary severance; provided that, if the Executive’s employment is terminated by the Company for Cause or the Executive resigns without Good Reason, then no severance shall be paid.

Items 5.1(a)(i) through 5.1(a)(iv) are referred to herein collectively as the “Accrued Amounts.”

(b) For purposes of this Agreement, “Cause” shall mean:

(i) the Executive’s failure to perform the Executive’s duties (other than any such failure resulting from incapacity due to physical or mental illness);

(ii) the Executive’s failure to comply with any valid and legal directive of the Board;

(iii) The Executive’s engagement in dishonesty, illegal conduct, or misconduct, which is, in each case, injurious to the Company or its affiliates;

(iv) the Executive’s embezzlement, misappropriation, or fraud, whether or not related to the Executive’s employment with the Company;

(v) the Executive’s conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent) or a crime that constitutes a misdemeanor involving moral turpitude;

(vi) the Executive’s violation of the Company’s written policies or codes of conduct, including written policies related to discrimination, harassment, performance of illegal or unethical activities, and ethical misconduct]

(vii) the Executive’s material breach of any obligation under this Agreement or any other written agreement between the Executive and the Company; or

(viii) the Executive’s engagement in conduct that brings or is reasonably likely to bring the Company negative publicity or into public disgrace, embarrassment, or disrepute.

Except for a failure, breach, or refusal which, by its nature, cannot reasonably be expected to be cured, the Executive shall have 10 business days from the delivery of written notice by the Company within which to cure any acts constituting Cause.

(c) For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following, in each case during the Employment Term without the Executive’s prior written consent:

(i) a material reduction in the Executive’s Base Salary other than a general reduction in Base Salary that affects all similarly situated executives in substantially the same proportions;

(ii) a material, adverse change in the Executive’s title, authority, duties, or responsibilities (other than temporarily while the Executive is physically or mentally incapacitated or as required by applicable law).

To terminate the Executive’s employment for Good Reason, the Executive must provide written notice to the Company of the existence of the circumstances providing grounds for termination for Good Reason within 10 days of the initial existence of such grounds and the Company must have at least 30 days from the date on which such notice is provided to cure such circumstances. If the Executive does not terminate the Executive’s employment for Good Reason within 30 days after the first occurrence of the applicable grounds, then the Executive will be deemed to have waived the Executive’s right to terminate for Good Reason with respect to such grounds.

5.2 Without Cause or for Good Reason. The Employment Term and the Executive’s employment hereunder may be terminated by the Executive for Good Reason or by the Company without Cause. In the event of such termination, the Executive shall be entitled to receive the Accrued Amounts and subject to the Executive’s compliance with Section 6 of this Agreement and the Executive’s execution, within 21 days following receipt, of a release of claims in favor of the Company, its affiliates and their respective officers and directors in a form provided by the Company (the “Release”) (such 21-day period, the “Release Execution Period”), and the Release becoming effective according to its terms, the Executive shall be entitled to receive the severance in Section 5.1(a)(v).

5.3 Death or Disability.

(a) The Executive’s employment hereunder shall terminate automatically upon the Executive’s death during the Employment Term, and the Company may terminate the Executive’s employment on account of the Executive’s Disability.

(b) If the Executive’s employment is terminated during the Employment Term on account of the Executive’s death or Disability, the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following:

(i) the Accrued Amounts including accelerated vesting

(ii) Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state law.

(c) For purposes of this Agreement, “Disability” shall mean the Executive’s inability, due to physical or mental incapacity, to perform the essential functions of the Executive’s job, with or without reasonable accommodation, for one hundred eighty (180) days out of any three hundred sixty-five (365) day period. Any question as to the existence of the Executive’s Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.

5.4 Notice of Termination. Any termination of the Executive’s employment hereunder by the Company or by the Executive during the Employment Term (other than termination pursuant to Section 5.3(a) on account of the Executive’s death) shall be communicated by written notice of termination (“Notice of Termination”) to the other party hereto in accordance with Section 16. The Notice of Termination shall specify:

(a) the termination provision of this Agreement relied upon;

(b) to the extent applicable, the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated; and

(c) the applicable date of termination, which shall be no less than 30 days following the date on which the Notice of Termination is delivered if the Company terminates the Executive’s employment without Cause, or no less than 30 days following the date on which the Notice of Termination is delivered if the Executive terminates the Executive’s employment with or without Good Reason; provided that, the Company shall have the option to provide the Executive with a lump sum payment in lieu of such notice.

5.5 Resignation of All Other Positions. Upon termination of the Executive’s employment hereunder for any reason, the Executive agrees to resign and shall be deemed to have resigned from all positions that the Executive holds as an officer or member of the Board (or a committee thereof) of the Company or any of its affiliates.

6. Confidential Information and Restrictive Covenants. As a condition of the Executive’s employment with the Company, the Executive shall enter into and abide by the Company’s Employee Non-Compete Agreement and Employee Confidentiality and Proprietary Rights Agreement.

7. Arbitration. Any dispute, controversy, or claim arising out of or related to the Executive’s employment by the Company, or termination of employment, including but not limited to claims arising under or related to this Agreement or any breach of this Agreement, and any alleged violation of federal, state, or local statute, regulation, common law, or public policy, shall be submitted to and decided by binding arbitration. Arbitration shall be administered exclusively by the American Arbitration Association with one arbitrator and shall be conducted in San Diego County, California consistent with the AAA rules of arbitration in effect at the time the arbitration is commenced, except as provided herein. The Parties shall share equally in the costs of the arbitration and no award for attorney’s fees or costs may be awarded by the arbitrator. The Parties waive all rights to have their disputes heard or decided by a jury or in a court trial and the right to pursue any class or collective action or representative claims against each other in court, arbitration, or any other proceeding. Any arbitral award determination shall be final and binding upon the parties.

8. Governing Law. This Agreement, for all purposes, shall be construed in accordance with the laws of Nevada without regard to conflicts of law principles.

9. Entire Agreement. Unless specifically provided herein, this Agreement, together with the Employee Non-Compete Agreement and Employee Confidentiality and Proprietary Rights Agreement contains all of the understandings and representations between the Executive and the Company pertaining to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.

10. Modification and Waiver. No provision of this Agreement may be amended or modified unless such amendment or modification is agreed to in writing and signed by the Executive and by Chairman of the Board of the Company. No waiver by either of the parties of any breach by the other party hereto of any condition or provision of this Agreement to be performed by the other party hereto shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time.

11. Severability. Should any provisions of this Agreement be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions hereof, and if such provision or provisions are not modified as provided above, this Agreement shall be construed as if such invalid, illegal, or unenforceable provisions had not been set forth herein.

12. Captions. Captions and headings of the sections and paragraphs of this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to the caption or heading of any section or paragraph.

13. Counterparts. This Agreement may be executed in separate counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

14. Section 409A.

14.1 General Compliance. This Agreement is intended to comply with Section 409A or an exemption thereunder and shall be construed and administered in accordance with such intent. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any nonqualified deferred compensation payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a “separation from service” under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A.

14.2 Specified Employees. Notwithstanding any other provision of this Agreement, if any payment or benefit provided to the Executive in connection with the Executive’s termination of employment is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Executive is determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i), then such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of the date of the Executive’s termination or, if earlier, on the Executive’s death (the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date [and interest on such amounts calculated based on the applicable federal rate published by the Internal Revenue Service for the month in which the Executive’s separation from service occurs] shall be paid to the Executive in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule.

14.3 Reimbursements. To the extent required by Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following:

(a) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year;

(b) any reimbursement of an eligible expense shall be paid to the Executive on or before the last day of the calendar year following the calendar year in which the expense was incurred; and

(c) any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit.

15. Successors and Assigns. This Agreement is personal to the Executive and shall not be assigned by the Executive. Any purported assignment by the Executive shall be null and void from the initial date of the purported assignment. The Company may assign this Agreement to any successor or assign (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business or assets of the Company. This Agreement shall inure to the benefit of the Company and permitted successors and assigns.

16. Notice. Notices and all other communications provided for in this Agreement shall be given in writing by personal delivery, electronic delivery, or by registered mail to the parties at the addresses set forth below (or such other addresses as specified by the parties by like notice):

If to the Company:

Ardes Johnson

13651 Danielson St, Suite A; Poway, CA 92064

CEO

If to the Executive:

Steve Bond

[***]

17. Representations of the Executive. The Executive represents and warrants to the Company that:

The Executive’s acceptance of employment with the Company and the performance of the Executive’s duties hereunder will not conflict with or result in a violation of, a breach of, or a default under any contract, agreement, or understanding to which the Executive is a party or is otherwise bound.

The Executive’s acceptance of employment with the Company and the performance of the Executive’s duties hereunder will not violate any non-solicitation, non-competition, or other similar covenant or agreement of a prior employer or third-party.

18. Withholding. The Company shall have the right to withhold from any amount payable hereunder any Federal, state, and local taxes in order for the Company to satisfy any withholding tax obligation it may have under any applicable law or regulation.

19. Survival. Upon the expiration or other termination of this Agreement, the respective rights and obligations of the parties hereto shall survive such expiration or other termination to the extent necessary to carry out the intentions of the parties under this Agreement.

20. Acknowledgement of Full Understanding. THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT THE EXECUTIVE HAS FULLY READ, UNDERSTANDS AND VOLUNTARILY ENTERS INTO THIS AGREEMENT. THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT THE EXECUTIVE HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND CONSULT WITH AN ATTORNEY OF THE EXECUTIVE’S CHOICE BEFORE SIGNING THIS AGREEMENT.

[signature page follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

		NEOVOLTA, INC.
		By: /s/ Ardes Johnson Name: Ardes Johnson Title: Chief Executive Officer

	EXECUTIVE: Steve Bond
	Signature: /s/ Steve Bond Print Name: Steve Bond

Exhibit 10.3

Canmore International
Brent Willson
[***]

February 4th, 2025

Dear Brent,

This letter agreement (this "Agreement") sets forth the terms and conditions whereby you agree to provide certain services (as described on Schedule 1) to NeoVolta Inc., a Nevada corporation, with a corporate address of 12195 Dearborn Place, Poway, California 92064 (the "Company").

1. SERVICES.

1.1 The Company hereby engages you, and you hereby accept such engagement, as an independent contractor to provide certain services to the Company on the terms and conditions set forth in this Agreement.

1.2 You shall provide to the Company the services set forth on Schedule 1 (the "Services").

1.3 The Company shall not control the manner or means by which you perform the Services, including but not limited to the time and place you perform the Services.

1.4 Unless otherwise set forth in Schedule 1, you shall furnish, at your own expense, the equipment, supplies, and other materials used to perform the Services.

1.5 While on the Company's premises or using the Company's equipment, you shall comply with all applicable policies of the Company relating to business and office conduct, health and safety, and use of the Company's facilities, supplies, information technology, equipment, networks, and other resources.

2. TERM. The term of this Agreement shall commence on March 1, 2025 and shall continue for a period of three months, ending May 31, 2025, unless earlier terminated in accordance with Section 10 (the "Term"). Any extension of the Term will be subject to mutual written agreement between you and the Company (referred to collectively as the "Parties").

3. COMPENSATION AND EXPENSES.

3.1 As full compensation for the Services and the rights granted to the Company in this Agreement, the Company shall provide you the compensation set forth in Schedule 1 (“Compensation” or “Fees”). You acknowledge that you will receive an IRS Form 1099-MISC from the Company, and that you shall be solely responsible for all federal, state, and local taxes, as set out in Section 4.2.

3.2 During the Term, the Contractor shall bill the Company and the Company shall reimburse the Contractor for certain pre-approved and necessary out-of-pocket expenses which are incurred in connection with the performance of the Services hereunder. Notwithstanding the foregoing, (a) costs for the time spent by Contractor in traveling to and from Company facilities and events, and (b) expenses related to general, administrative or other overhead expenses, shall not be reimbursable unless otherwise agreed to in writing by Company. Documentation must be provided for all expenses incurred.

3.3 The Company shall pay all undisputed Fees within thirty days after the Company's receipt of an invoice submitted by you.

4. RELATIONSHIP OF THE PARTIES.

4.1 You are an independent contractor of the Company, and this Agreement shall not be construed to create any association, partnership, joint venture, employee, or agency relationship between you and the Company for any purpose. You have no authority (and shall not hold yourself out as having authority) to bind the Company and you shall not make any agreements or representations on the Company's behalf without the Company's prior written consent.

4.2 Without limiting Section 4.1, you will not be eligible to participate in any vacation, group medical or life insurance, disability, profit sharing or retirement benefits, or any other fringe benefits or benefit plans offered by the Company to its employees, and the Company will not be responsible for withholding or paying any income, payroll, Social Security, or other federal, state, or local taxes, making any insurance contributions, including for unemployment or disability, or obtaining workers' compensation insurance on your behalf. You shall be responsible for, and shall indemnify the Company against, all such taxes or contributions, including penalties and interest. Any persons employed or engaged by you in connection with the performance of the Services shall be your employees or contractors and you shall be fully responsible for them and indemnify the Company against any claims made by or on behalf of any such employee or contractor.

5. INTELLECTUAL PROPERTY RIGHTS.

5.1 The Company is and will be the sole and exclusive owner of all right, title, and interest throughout the world in and to all the results and proceeds of the Services performed under this Agreement (collectively, the "Deliverables") and all other writings, technology, inventions, discoveries, processes, techniques, methods, ideas, concepts, research, proposals, and materials, and all other work product of any nature whatsoever, that are created, prepared, produced, authored, edited, modified, conceived, or reduced to practice in the course of performing the Services [or other work performed in connection with the Services or this Agreement] (collectively, and including the Deliverables, "Work Product") including all patents, copyrights, trademarks (together with the goodwill symbolized thereby), trade secrets, know-how, and other confidential or proprietary information, and other intellectual property rights (collectively "Intellectual Property Rights") therein. You agree that the Work Product is hereby deemed "work made for hire" as defined in 17 U.S.C. § 101 for the Company and all copyrights therein automatically and immediately vest in the Company. If, for any reason, any Work Product does not constitute "work made for hire," you hereby irrevocably assign to the Company, for no additional consideration, your entire right, title, and interest throughout the world in and to such Work Product, including all Intellectual Property Rights therein, including the right to sue for past, present, and future infringement, misappropriation, or dilution thereof.

5.2 To the extent any copyrights are assigned under Section 5.1, you hereby irrevocably waive in favor of the Company, to the extent permitted by applicable Law, any and all claims you may now or hereafter have in any jurisdiction to all rights of paternity or attribution, integrity, disclosure, and withdrawal and any other rights that may be known as "moral rights" in relation to all Work Product to which the assigned copyrights apply.

5.3 You shall make full and prompt written disclosure to the Company of any inventions or processes, as such terms are defined in 35 U.S.C. § 100, that constitute Work Product, whether or not such inventions or processes are patentable or protected as trade secrets. You shall not disclose to any third party the nature or details of any such inventions or processes without the prior written consent of the Company. Any patent application for or application for registration of any Intellectual Property Rights in any Work Product that you may file during the Term or within one year/at any time thereafter will belong to the Company, and you hereby assign to the Company, for no additional consideration, your entire right, title, and interest in and to such application, all Intellectual Property Rights disclosed or claimed therein, and any patent or registration issuing or resulting therefrom.

5.4 Upon the request of the Company, during and after the Term, you shall promptly take such further actions, including execution and delivery of all appropriate instruments of conveyance, and provide such further cooperation, as may be necessary to assist the Company to apply for, prosecute, register, maintain, perfect, record, or enforce its rights in any Work Product and all Intellectual Property Rights therein. In the event the Company is unable, after reasonable effort, to obtain your signature on any such documents, you hereby irrevocably designate and appoint the Company as your agent and attorney-in-fact, to act for and on your behalf solely to execute and file any such application or other document and do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, or other intellectual property protection related to the Work Product with the same legal force and effect as if you had executed them. You agree that this power of attorney is coupled with an interest.

5.5 Notwithstanding Section 5.1, to the extent that any of your pre-existing materials identified on Schedule 1 are incorporated in or combined with any Deliverable [or otherwise necessary for the use or exploitation of any Work Product, you hereby grant to the Company an irrevocable, worldwide, perpetual, royalty-free, non-exclusive license to use, publish, reproduce, perform, display, distribute copies of, prepare derivative works based upon, make, have made, sell, offer to sell, import, and otherwise exploit such preexisting materials and derivative works thereof. The Company may assign, transfer, and sublicense (through multiple tiers) such rights to others without your approval.

5.6 As between you and the Company, the Company is, and will remain, the sole and exclusive owner of all right, title, and interest in and to any documents, specifications, data, know-how, methodologies, software, and other materials provided to you by the Company ("Company Materials"), including all Intellectual Property Rights therein. You have no right or license to use, publish, reproduce, prepare derivative works based upon, distribute, perform, or display any Company Materials except solely during the Term to the extent necessary to perform your obligations under this Agreement. All other rights in and to the Company Materials are expressly reserved by the Company. You have no right or license to use the Company's trademarks, service marks, trade names, logos, symbols, or brand names.

6. CONFIDENTIALITY.

6.1 You acknowledge that you will have access to information that is treated as confidential and proprietary by the Company including without limitation the existence and terms of this Agreement, trade secrets, technology, and information pertaining to business operations and strategies, customers, pricing, marketing, finances, sourcing, personnel, sales or operations of the Company, its affiliates, or their suppliers or customers, in each case whether spoken, written, printed, electronic, or in any other form or medium (collectively, the "Confidential Information"). Any Confidential Information that you develop in connection with the Services, including but not limited to any Work Product, shall be subject to the terms and conditions of this clause. You agree to treat all Confidential Information as strictly confidential, not to disclose Confidential Information or permit it to be disclosed, in whole or part, to any third party without the prior written consent of the Company in each instance, and not to use any Confidential Information for any purpose except as required in the performance of the Services. You shall notify the Company immediately in the event you become aware of any loss or disclosure of any Confidential Information.

6.2 Confidential Information shall not include information that:

(a) is or becomes generally available to the public other than through your breach of this Agreement; or

(b) is communicated to you by a third party that had no confidentiality obligations with respect to such information.

6.3 Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or order. You agree to provide written notice of any such order to an authorized officer of the Company within 10 days of receiving such order, but in any event sufficiently in advance of making any disclosure to permit the Company to contest the order or seek confidentiality protections, as determined in the Company's sole discretion.

6.4 Notice of Immunity Under the Defend Trade Secrets Act of 2016 ("DTSA"). Notwithstanding any other provision of this Agreement:

(a) You will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that:

(i) is made: (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or

(ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding.

(b) If you file a lawsuit for retaliation by the Company for reporting a suspected violation of law, you may disclose the Company's trade secrets to your attorney and use the trade secret information in the court proceeding if you:

(i) file any document containing the trade secret under seal; and

(ii) do not disclose the trade secret, except pursuant to court order.

7. REPRESENTATIONS AND WARRANTIES.

7.1 You represent and warrant to the Company that:

(a) you have the right to enter into this Agreement, to grant the rights granted herein, and to perform fully all your obligations in this Agreement;

(b) your entering into this Agreement with the Company and your performance of the Services do not and will not conflict with or result in any breach or default under any other agreement to which you are subject;

(c) you have the required skill, experience, and qualifications to perform the Services, you shall perform the Services in a professional and workmanlike manner in accordance with best industry standards for similar services, and you shall devote sufficient resources to ensure that the Services are performed in a timely and reliable manner;

(d) you shall perform the Services in compliance with all applicable federal, state, and local laws and regulations;

(e) the Company will receive good and valid title to all Work Product, free and clear of all encumbrances and liens of any kind;

(f) all Work Product is and shall be your original work (except for material in the public domain, including royalty free stock images, material purchased for use, material provided on free use websites or provided by the Company) and do not and will not violate or infringe upon the intellectual property right or any other right whatsoever of any person, firm, corporation, or other entity.

7.2 The Company hereby represents and warrants to you that:

(a) it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder; and

(b) the execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary corporate action.

8. INDEMNIFICATION.

8.1 You shall defend, indemnify, and hold harmless the Company and its affiliates and their officers, directors, employees, agents, successors, and assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys' fees) arising out of or resulting from:

(a) bodily injury, death of any person, or damage to real or tangible, personal property resulting from your acts or omissions; and

(b) your breach of any representation, warranty, or obligation under this Agreement.

9. TERMINATION.

9.1 You or the Company may terminate this Agreement without cause upon 10 days' written notice to the other party to this Agreement. In the event of termination pursuant to this clause, the Company shall pay you any Fees then due and payable for any Services completed up to and including the date of such termination. Should the Company terminate the agreement, any Utilities that have executed a contract will be paid for the duration of the contract. Any other customers will be paid for a term of 12 months.

9.2 You or the Company may terminate this Agreement, effective immediately upon written notice to the other party to this Agreement, if the other party materially breaches this Agreement the other party does not cure such breach within 10 days after receipt of written notice of such breach.

9.3 Upon expiration or termination of this Agreement for any reason, or at any other time upon the Company's written request, you shall within 10 days after such expiration or termination:

(a) deliver to the Company all Deliverables (whether complete or incomplete) and all hardware, software, tools, equipment, or other materials provided for your use by the Company;

(b) deliver to the Company all tangible documents and materials (and any copies) containing, reflecting, incorporating, or based on the Confidential Information;

(d) certify in writing to the Company that you have complied with the requirements of this clause.

9.4 The terms and conditions of this clause and Section 4, Section 5, Section 6, Section 7, Section 8, Section 11, Section 13, Section 14, Section 15, and Section 16 shall survive the expiration or termination of this Agreement.

10. OTHER BUSINESS ACTIVITIES. You may be engaged or employed in any other business, trade, profession, or other activity which does not place you in a conflict of interest with the Company; provided, that, during the Term, you shall not be engaged in any business activities that do or may compete with the business of the Company/perform any services for the direct competitors of the Company without the Company's prior written consent to be given or withheld in its sole discretion.

11. NON-SOLICITATION. You agree that during the Term of this Agreement and for a period of 12 months following the termination or expiration of this Agreement, you shall not make any solicitation to employ the Company's personnel without written consent of the Company to be given or withheld in the Company's sole discretion.

12. ASSIGNMENT. You shall not assign any rights, under this Agreement without the Company's prior written consent except that you may hire subcontractors or delegate duties in furtherance of the performance of this service agreement. Any assignment in violation of the foregoing shall be deemed null and void. The Company may freely assign its rights and obligations under this Agreement at any time. Subject to the limits on assignment stated above, this Agreement will inure to the benefit of, be binding on, and be enforceable against each of the Parties hereto and their respective successors and assigns.

13. ARBITRATION.

13.1 Any dispute, controversy, or claim arising out of or related to this Agreement or any breach or termination of this Agreement, including the provision of services by you to the Company, shall be submitted to and decided by binding arbitration. Arbitration shall be administered exclusively by JAMS and shall be conducted using JAMS Streamlined Arbitration Rules and Procedures, with one arbitrator. Any arbitral award determination shall be final and binding upon the Parties.

13.2 Arbitration shall proceed only on an individual basis. The Parties waive the right to assert, participate in, or receive money or any other relief from any class, collective, or representative proceeding. Each party shall only submit their own individual claims against the other and will not seek to represent the interests of any other person. Notwithstanding anything to the contrary in the Arbitration Rules no arbitrator shall have jurisdiction or authority to compel any class or collective claim, to consolidate different arbitration proceedings, or to join any other party to an arbitration between the Parties.

14. GOVERNING LAW, JURISDICTION, AND VENUE. This Agreement and all related documents including all schedules attached hereto, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of California, without giving effect to the conflict of law’s provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of California. The arbitration shall take place in San Diego, CA.

15. MISCELLANEOUS.

15.1 You shall not export, directly or indirectly, any technical data acquired from the Company, or any products utilizing any such data, to any country in violation of any applicable export laws or regulations.

16. NOTICES: Any notice, request, consent, or other communication hereunder shall be in writing, and shall be sent by one of the following means: (i) by registered or certified first class mail, postage prepaid; (ii) by reputable overnight courier service; or (iii) by personal delivery, and shall be properly addressed as follows:

If to Client, to:

If to Independent Contractor, to:

	Attn: Steve Bond	Attn: Brent Willson
	NeoVolta Inc.	Canmore International, Inc.
	12195 Dearborn Pl	[***]
	Poway, CA 92064

16.2 This Agreement, together with any other documents incorporated herein by reference and related exhibits and schedules, constitutes the sole and entire agreement of the Parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

16.3 This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto, and any of the terms thereof may be waived, only by a written document signed by each party to this Agreement or, in the case of waiver, by the party or parties waiving compliance.

16.4 If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

16.5 This Agreement may be executed in multiple counterparts and by facsimile signature, each of which shall be deemed an original and all of which together shall constitute one instrument.

If this letter accurately sets forth our understanding, kindly execute the enclosed copy of this letter and return it to the undersigned.

Very truly yours,

NeoVolta Inc.

BY: /s/ Steve Bond

Name: Steve Bond

Title: CFO

ACCEPTED AND AGREED:

[Name]

BY: /s/ Brent Willson

Name: Brent Willson

Date: February 4, 2025

SCHEDULE 1

	1.	SERVICES:

		Canmore International will provide technical consulting services to NeoVolta for no more than 5 hours per week.

	2.	EQUIPMENT, TOOLS, OR MATERIALS PROVIDED BY COMPANY: None

	3.	COMPENSATION:

$41,250 consulting fee

Exhibit 31.1

CERTIFICATION

I, H. Ardes Johnson, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of NeoVolta, Inc. (the “registrant”);

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 7, 2025

/s/ H. Ardes Johnson

H. Ardes Johnson

Chief Executive Officer

(Principal Executive Officer)

Exhibit 31.2

CERTIFICATION

I, Steve Bond, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of NeoVolta, Inc. (the “registrant”);

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 7, 2025

/s/ Steve Bond

Steve Bond

Chief Financial Officer

(Principal Financial/Accounting Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of NeoVolta, Inc. (the “registrant”) on Form 10-Q for the quarter ended December 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, H. Ardes Johnson, Chief Executive Officer of the registrant, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of this Sarbanes Oxley Act of 2002, that, to my knowledge:

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant at the dates and for the periods indicated.

	/s/ H. Ardes Johnson
	H. Ardes Johnson
	Chief Executive Officer
	(Principal Executive Officer)
	February 7, 2025

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of NeoVolta, Inc. (the “registrant”) on Form 10-Q for the quarter ended December 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Steve Bond, Chief Financial Officer of the registrant, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of this Sarbanes Oxley Act of 2002, that, to my knowledge:

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant at the dates and for the periods indicated.

	/s/ Steve Bond
	Steve Bond
	Chief Financial Officer
	(Principal Financial/Accounting Officer)
	February 7, 2025

Cover - shares	6 Months Ended
Cover - shares	Dec. 31, 2024	Feb. 07, 2025
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2024
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2025
Current Fiscal Year End Date	--06-30
Entity File Number	001-41447
Entity Registrant Name	NeoVolta, Inc.
Entity Central Index Key	0001748137
Entity Tax Identification Number	82-5299263
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	12195 Dearborn Place
Entity Address, City or Town	Poway
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92064
City Area Code	(800)
Local Phone Number	364-5464
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		33,417,123
Common Stock, par value $0.001 per share
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	NEOV
Security Exchange Name	NASDAQ
Warrants, each warrant exercisable for one share of common stock
Title of 12(b) Security	Warrants, each warrant exercisable for one share of common stock
Trading Symbol	NEOVW
Security Exchange Name	NASDAQ

Balance Sheets - USD ($)	Dec. 31, 2024	Jun. 30, 2024
Current assets:
Cash and cash equivalents	$ 328,746	$ 986,427
Accounts receivable, net	1,656,114	1,805,980
Inventory, net	2,033,258	1,787,308
Prepaid insurance and other current assets	0	76,815
Total current assets	4,018,118	4,656,530
Total assets	4,018,118	4,656,530
Current liabilities:
Accounts payable	38,465	5,316
Accrued liabilities	46,116	55,784
Short-term notes payable	249,711	0
Total current liabilities	334,292	61,100
Payable to line of credit lender	383,538	0
Total liabilities	717,830	61,100
Commitments and contingencies (Note 4)
Stockholders’ equity:
Common stock, $0.001 par value, 100,000,000 shares authorized, 33,417,123 and 33,236,091 shares, respectively, issued and outstanding	33,417	33,236
Additional paid-in capital	25,945,040	25,304,732
Accumulated deficit	(22,678,169)	(20,742,538)
Total stockholders’ equity	3,300,288	4,595,430
Total liabilities and stockholders’ equity	$ 4,018,118	$ 4,656,530

Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2024	Jun. 30, 2024
Statement of Financial Position [Abstract]
Common Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Common Stock, Shares Authorized	100,000,000	100,000,000
Common Stock, Shares, Issued	33,417,123	33,236,091
Common Stock, Shares, Outstanding	33,417,123	33,236,091

Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
Statements of Operations (Unaudited) - USD ($)	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2024	Dec. 31, 2023
Income Statement [Abstract]
Revenues from contracts with customers	$ 1,071,581	$ 1,017,828	$ 1,661,817	$ 1,781,958
Cost of goods sold	747,670	811,955	1,245,059	1,454,913
Gross profit	323,911	205,873	416,758	327,045
Operating expenses:
General and administrative	1,228,517	774,698	2,278,636	1,329,858
Research and development	42,324	0	50,941	0
Total operating expenses	1,270,841	774,698	2,329,577	1,329,858
Loss from operations	(946,930)	(568,825)	(1,912,819)	(1,002,813)
Other income (expense):
Interest expense	(24,546)	0	(24,546)	0
Interest income	339	12,781	1,734	18,054
Total other income (expense)	(24,207)	12,781	(22,812)	18,054
Net loss	$ (971,137)	$ (556,044)	$ (1,935,631)	$ (984,759)

Statements of Operations (Unaudited) (Parenthetical) - $ / shares	3 Months Ended		6 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2024	Dec. 31, 2023
Income Statement [Abstract]
Weighted Average Number of Shares Outstanding, Basic	33,301,150	33,226,411	33,300,247	33,190,769
Weighted Average Number of Shares Outstanding, Diluted	33,301,150	33,226,411	33,300,247	33,190,769
Earnings Per Share, Basic	$ (0.03)	$ (0.02)	$ (0.06)	$ (0.03)
Earnings Per Share, Diluted	$ (0.03)	$ (0.02)	$ (0.06)	$ (0.03)

Statements of Stockholders Equity (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Jun. 30, 2023	$ 33,155	$ 24,872,446	$ (18,439,228)	$ 6,466,373
Shares, Outstanding, Beginning Balance at Jun. 30, 2023	33,155,127
Stock compensation expense		84,717		84,717
Net loss			(428,715)	(428,715)
Ending balance, value at Sep. 30, 2023	$ 33,155	24,957,163	(18,867,943)	6,122,375
Shares, Outstanding, Beginning Balance at Sep. 30, 2023	33,155,127
Beginning balance, value at Jun. 30, 2023	$ 33,155	24,872,446	(18,439,228)	6,466,373
Shares, Outstanding, Beginning Balance at Jun. 30, 2023	33,155,127
Net loss				(984,759)
Ending balance, value at Dec. 31, 2023	$ 33,236	25,054,223	(19,423,987)	5,663,472
Shares, Outstanding, Beginning Balance at Dec. 31, 2023	33,236,091
Beginning balance, value at Sep. 30, 2023	$ 33,155	24,957,163	(18,867,943)	6,122,375
Shares, Outstanding, Beginning Balance at Sep. 30, 2023	33,155,127
Stock compensation expense	$ 81	97,060		97,141
Stock issued for compensation, shares	80,964
Net loss			(556,044)	(556,044)
Ending balance, value at Dec. 31, 2023	$ 33,236	25,054,223	(19,423,987)	5,663,472
Shares, Outstanding, Beginning Balance at Dec. 31, 2023	33,236,091
Beginning balance, value at Jun. 30, 2024	$ 33,236	25,304,732	(20,742,538)	4,595,430
Shares, Outstanding, Beginning Balance at Jun. 30, 2024	33,236,091
Stock compensation expense	$ 10	265,389		265,399
Stock issued for compensation, shares	9,776
Net loss			(964,494)	(964,494)
Ending balance, value at Sep. 30, 2024	$ 33,246	25,570,121	(21,707,032)	3,896,335
Shares, Outstanding, Beginning Balance at Sep. 30, 2024	33,245,867
Beginning balance, value at Jun. 30, 2024	$ 33,236	25,304,732	(20,742,538)	4,595,430
Shares, Outstanding, Beginning Balance at Jun. 30, 2024	33,236,091
Net loss				(1,935,631)
Ending balance, value at Dec. 31, 2024	$ 33,417	25,945,040	(22,678,169)	3,300,288
Shares, Outstanding, Beginning Balance at Dec. 31, 2024	33,417,123
Beginning balance, value at Sep. 30, 2024	$ 33,246	25,570,121	(21,707,032)	3,896,335
Shares, Outstanding, Beginning Balance at Sep. 30, 2024	33,245,867
Stock compensation expense	$ 116	214,574		214,690
Stock issued for compensation, shares	115,844
Net loss			(971,137)	(971,137)
Exercise of common stock warrants	$ 55	160,345		160,400
Exercise of common stock warrants, shares issued	55,412
Ending balance, value at Dec. 31, 2024	$ 33,417	$ 25,945,040	$ (22,678,169)	$ 3,300,288
Shares, Outstanding, Beginning Balance at Dec. 31, 2024	33,417,123

Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
Statements of Cash Flows (Unaudited) - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Cash flows from operating activities:
Net loss	$ (1,935,631)	$ (984,759)
Adjustments to reconcile net loss to net cash used in operations:
Stock compensation expense	480,089	181,858
Provision for expected credit losses/bad debt expense	218,441	330,000
Changes in current assets and liabilities
Accounts receivable	(68,575)	(689,426)
Inventory	(245,950)	598,738
Prepaid insurance and other current assets	76,815	87,814
Accounts payable	33,149	0
Accrued expenses	(9,668)	(27,722)
Net cash flows used in operating activities	(1,451,330)	(503,497)
Cash flows from financing activities:
Borrowings under line of credit	500,000	0
Repayments of line of credit	(116,462)	0
Borrowings under short-term notes payable	389,732	0
Repayments of short-term notes payable	(140,021)	0
Proceeds from exercise of common stock warrants	160,400	0
Net cash flows provided by financing activities	793,649	0
Net decrease in cash and cash equivalents	(657,681)	(503,497)
Cash and cash equivalents at beginning of period	986,427	2,002,789
Cash and cash equivalents at end of period	328,746	1,499,292
Supplemental disclosures of cash flow information
Cash paid for interest	9,306	0
Cash paid for income taxes	$ 0	$ 0

Pay vs Performance Disclosure - USD ($)	3 Months Ended				6 Months Ended
Pay vs Performance Disclosure - USD ($)	Dec. 31, 2024	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2024	Dec. 31, 2023
Pay vs Performance Disclosure [Table]
Net Income (Loss)	$ (971,137)	$ (964,494)	$ (556,044)	$ (428,715)	$ (1,935,631)	$ (984,759)

Insider Trading Arrangements	6 Months Ended
Insider Trading Arrangements	Dec. 31, 2024
Trading Arrangements, by Individual [Table]
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Business and Summary of Significant Accounting Policies

6 Months Ended

Dec. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Business and Summary of Significant Accounting Policies

(1) Business and Summary of Significant Accounting Policies

Schedule of inventory	December 31, 2024		June 30, 2024

Raw materials, consisting of assembly parts, batteries and inverters	$	1,615,565	$	1,076,479
Work in progress		–		89,386
Finished goods		417,693		621,443

Total	$	2,033,258	$	1,787,308

	·	Identification of the contract with a customer
	·	Identification of the performance obligations in the contract
	·	Determination of the transaction price
	·	Allocation of the transaction price to the performance obligations in the contract
	·	Recognition of revenue when, or as, the Company satisfies a performance obligation

Research and Development Costs – Research and development costs are expensed as incurred.

Debt Financing Transactions

6 Months Ended

Dec. 31, 2024

Debt Disclosure [Abstract]

Debt Financing Transactions

(2) Debt Financing Transactions

Equity

6 Months Ended

Dec. 31, 2024

Equity [Abstract]

Equity

(3) Equity

The following table presents activity with respect to the Company’s warrants for the six months ended December 31, 2024:

Schedule of warrant activity	Number			Wtd. Avg.			Wtd. Avg.		Aggregate
	of			Exercise			Remaining		Intrinsic
	Shares			Price			Term (Yrs.)		Value
Outstanding at June 30, 2024		1,179,750		$	4.02
Warrants issued		–			–
Warrants exercised/forfeited		(98,600	)		(4.24	)
Outstanding at December 31, 2024		1,081,150		$	4.00			2.6	$	1,308,192

Exercisable at December 31, 2024		1,081,150		$	4.00			2.6	$	1,308,192

Commitments and Contingencies

6 Months Ended

Dec. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

(4) Commitments and Contingencies

Subsequent Events

6 Months Ended

Dec. 31, 2024

Subsequent Events [Abstract]

Subsequent Events

(5) Subsequent Events

Business and Summary of Significant Accounting Policies (Policies)

6 Months Ended

Dec. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description of Business

Interim Financial Information

Cash and Cash Equivalents

Inventory

Schedule of inventory	December 31, 2024		June 30, 2024

Raw materials, consisting of assembly parts, batteries and inverters	$	1,615,565	$	1,076,479
Work in progress		–		89,386
Finished goods		417,693		621,443

Total	$	2,033,258	$	1,787,308

Revenue Recognition

	·	Identification of the contract with a customer
	·	Identification of the performance obligations in the contract
	·	Determination of the transaction price
	·	Allocation of the transaction price to the performance obligations in the contract
	·	Recognition of revenue when, or as, the Company satisfies a performance obligation

Allowance for Expected Credit Losses

Stock Compensation Expense

Loss Per Common Share

Research and Development Costs

Research and Development Costs – Research and development costs are expensed as incurred.

Use of Estimates

Recent Accounting Pronouncements

Liquidity

Business and Summary of Significant Accounting Policies (Tables)

6 Months Ended

Dec. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of inventory

Schedule of inventory	December 31, 2024		June 30, 2024

Raw materials, consisting of assembly parts, batteries and inverters	$	1,615,565	$	1,076,479
Work in progress		–		89,386
Finished goods		417,693		621,443

Total	$	2,033,258	$	1,787,308

Equity (Tables)

6 Months Ended

Dec. 31, 2024

Equity [Abstract]

Schedule of warrant activity

Schedule of warrant activity	Number			Wtd. Avg.			Wtd. Avg.		Aggregate
	of			Exercise			Remaining		Intrinsic
	Shares			Price			Term (Yrs.)		Value
Outstanding at June 30, 2024		1,179,750		$	4.02
Warrants issued		–			–
Warrants exercised/forfeited		(98,600	)		(4.24	)
Outstanding at December 31, 2024		1,081,150		$	4.00			2.6	$	1,308,192

Exercisable at December 31, 2024		1,081,150		$	4.00			2.6	$	1,308,192

Inventory (Details) - USD ($)	6 Months Ended
Inventory (Details) - USD ($)	Dec. 31, 2024	Jun. 30, 2024
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Raw materials, consisting of assembly parts, batteries and inverters	$ 1,615,565	$ 1,076,479
Work in progress	0	89,386
Finished goods	417,693	621,443
Total	2,033,258	1,787,308
Allowance for credit losses	$ 640,000	$ 1,030,000
Antidilutive shares	2,547,512
Restricted Stock Units [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	1,416,362
Investor Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	1,081,150
Restricted Stock Units For An Officer [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	50,000

Business and Summary of Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2024	Dec. 31, 2023	Sep. 03, 2024
Product Information [Line Items]
Line of credit maximum borrowing capacity	$ 5,000,000		$ 5,000,000		$ 5,000,000
Revenue Benchmark [Member] \| Customer Concentration Risk [Member] \| Dealer One [Member]
Product Information [Line Items]
Concentration risk percentage	37.00%	51.00%	35.00%	29.00%
Revenue Benchmark [Member] \| Customer Concentration Risk [Member] \| Dealer Two [Member]
Product Information [Line Items]
Concentration risk percentage	34.00%	15.00%	33.00%	20.00%
Revenue Benchmark [Member] \| Customer Concentration Risk [Member] \| Dealer Three [Member]
Product Information [Line Items]
Concentration risk percentage				10.00%
Accounts Receivable [Member] \| Customer Concentration Risk [Member] \| Dealer One [Member]
Product Information [Line Items]
Concentration risk percentage			31.00%
Accounts Receivable [Member] \| Customer Concentration Risk [Member] \| Dealer Two [Member]
Product Information [Line Items]
Concentration risk percentage			25.00%
Accounts Receivable [Member] \| Customer Concentration Risk [Member] \| Dealer Three [Member]
Product Information [Line Items]
Concentration risk percentage			23.00%
Accounts Receivable [Member] \| Customer Concentration Risk [Member] \| Dealer Four [Member]
Product Information [Line Items]
Concentration risk percentage			21.00%

Debt Financing Transactions (Details Narrative) - USD ($)		1 Months Ended		4 Months Ended	6 Months Ended
	Oct. 04, 2024	Dec. 31, 2024	Nov. 30, 2024	Dec. 31, 2024	Dec. 31, 2024	Dec. 31, 2023	Sep. 03, 2024	Jun. 30, 2024
Offsetting Assets [Line Items]
Line of credit maximum borrowing capacity		$ 5,000,000		$ 5,000,000	$ 5,000,000		$ 5,000,000
Line of credit interest rate				16.00%
Line of credit maturity date				Sep. 03, 2026
Proceeds from line of credit				$ 383,538	500,000	$ 0
Line of credit remaining borrowing capacity		4,616,462		4,616,462	4,616,462
Accrued interest		13,595		13,595	13,595
Repayments from line of credit					116,462	$ (0)
Long-Term Line of Credit		383,538		383,538	383,538			$ 0
Puerto Rico Working Capital [Member]
Offsetting Assets [Line Items]
Proceeds from line of credit	$ 250,000
Repayments from line of credit		250,000
Commercial Lender [Member]
Offsetting Assets [Line Items]
Proceeds from line of credit			$ 371,997
Accrued interest		17,735		17,735	17,735
Repayments from line of credit		140,021
Long-Term Line of Credit		$ 249,711		$ 249,711	$ 249,711

Equity (Details - Warrant activity) - Warrants [Member] - USD ($)	6 Months Ended
	Dec. 31, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants outstanding, beginning	1,179,750
Warrants outstanding, weighted average exercise price, beginning	$ 4.02
Warrants issued	0
Warrants issued, weighted average exercise price	$ 0
Warrants exercised/forfeited	(98,600)
Warrants exercised/forfeited, weighted average exercise price	$ (4.24)
Warrants outstanding, ending	1,081,150
Warrants outstanding, weighted average exercise price, ending	$ 4.00
Warrants outstanding, term	2 years 7 months 6 days
Warrants outstanding, aggregate intrinsic value	$ 1,308,192
Warrants exercisable	1,081,150
Warrants exercisable, weighted average exercise price	$ 4.00
Warrants exercisable, term	2 years 7 months 6 days
Warrants exercisable, aggregate intrinsic value	$ 1,308,192

Equity (Details Narrative) - USD ($)	1 Months Ended			6 Months Ended		12 Months Ended		70 Months Ended
Equity (Details Narrative) - USD ($)	Nov. 30, 2024	Apr. 30, 2024	Aug. 31, 2022	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2024	Dec. 31, 2022	Dec. 31, 2024	Sep. 30, 2024	Jun. 30, 2024	Feb. 28, 2019
Subsidiary, Sale of Stock [Line Items]
Warrants outstanding									1,179,750
Warrants maturity date									Aug. 01, 2027
Proceeds from Warrant Exercises				$ 160,400	$ 0
Share based compensation				480,089	181,858
Accrued compensation				46,116		$ 46,116		$ 46,116		$ 55,784
Non-cash stock compensation expense				$ 480,089	181,858
Stock Plan 2019 [Member]
Subsidiary, Sale of Stock [Line Items]
Shares authorized for issuance under plan				5,000,000		5,000,000		5,000,000			2,500,000
Shares granted								2,060,804
Amortized Value Of R S Us [Member]
Subsidiary, Sale of Stock [Line Items]
Non-cash stock compensation expense				$ 392,339	81,683
Amortized Value Of Compensation Plan [Member]
Subsidiary, Sale of Stock [Line Items]
Non-cash stock compensation expense				$ 87,750	87,750
Fair Value Of Incentive Shares [Member]
Subsidiary, Sale of Stock [Line Items]
Non-cash stock compensation expense					12,425
Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Warrants issued, exercise price				$ 4.00		$ 4.00		$ 4.00		$ 4.02
Warrants outstanding				1,081,150		1,081,150		1,081,150		1,179,750
Warrants converted, shares	58,500
Warrants converted, shares issued	15,312
Warrants exercised, shares	40,100
Proceeds from Warrant Exercises	$ 160,400
Grants in period, shares				0
Restricted Stock Units (RSUs) [Member] \| Chief Executive Officer [Member]
Subsidiary, Sale of Stock [Line Items]
Grants in period, shares		1,280,000
Grant date fair value		$ 2,854,000
Former C E O [Member] \| Restricted Stock Units (RSUs) [Member] \| Milestone 1 [Member]
Subsidiary, Sale of Stock [Line Items]
Grants in period, shares							50,000
Chief Financial Officer [Member] \| Restricted Stock Units (RSUs) [Member] \| Milestone 1 [Member]
Subsidiary, Sale of Stock [Line Items]
Grants in period, shares							250,000
Chief Financial Officer [Member] \| Restricted Stock Units (RSUs) [Member] \| Milestone 2 [Member]
Subsidiary, Sale of Stock [Line Items]
Grants in period, shares						50,000
Three Executive Officers And Non Executive [Member] \| Restricted Stock Units (RSUs) [Member]
Subsidiary, Sale of Stock [Line Items]
Share based compensation				$ 392,339	$ 81,683
Three Executive Officers And Non Executive [Member] \| Restricted Stock Units (RSUs) [Member] \| Stock Plan 2019 [Member]
Subsidiary, Sale of Stock [Line Items]
Shares granted								1,866,362
Two Directors [Member]
Subsidiary, Sale of Stock [Line Items]
Accrued compensation				$ 97,500		$ 97,500		$ 97,500
Various Grantees [Member] \| Common Stock [Member]
Subsidiary, Sale of Stock [Line Items]
Grants in period, shares				125,620	80,964
Three Independent Directors [Member] \| Restricted Stock Units (RSUs) [Member] \| Stock Plan 2019 [Member]
Subsidiary, Sale of Stock [Line Items]
Shares granted								153,808
Several Wholesale Dealers [Member] \| Restricted Stock Units (RSUs) [Member] \| Stock Plan 2019 [Member]
Subsidiary, Sale of Stock [Line Items]
Shares granted								40,634
Underwritten Public Offering [Member]
Subsidiary, Sale of Stock [Line Items]
Unit descriptioon			each Unit consisting of one share of common stock and one warrant
Underwritten Public Offering [Member] \| Convertible Notes 2018 [Member]
Subsidiary, Sale of Stock [Line Items]
Debt converted, amount converted			$ 59,251
Debt converted, shares issued			9,404,867
Underwritten Public Offering [Member] \| Convertible Notes 2021 [Member]
Subsidiary, Sale of Stock [Line Items]
Debt converted, amount converted			$ 1,120,035
Debt converted, shares issued			267,000
Underwritten Public Offering [Member] \| Underwriter [Member]
Subsidiary, Sale of Stock [Line Items]
Warrants issued, shares			58,500
Warrants issued, exercise price			$ 4.40
Underwritten Public Offering [Member] \| Units [Member]
Subsidiary, Sale of Stock [Line Items]
Stock issued new, shares			1,121,250
Gross proceeds from sale of equity			$ 4,485,000
Proceeds from sale of equity			$ 3,780,000

NeoVolta (NASDAQ:NEOVW)
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From Jan 2025 to Feb 2025

NeoVolta (NASDAQ:NEOVW)
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From Feb 2024 to Feb 2025

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