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  4. [8-K] NeoVolta Inc. Reports Material Event

NeoVolta secures $20M loan with warrants

NeoVolta secures a $20 million senior secured term loan with equity-linked warrants and tight liquidity covenants, plus a potential $10 million upsizing.

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

NeoVolta Inc. (NEOV) entered into a new secured Loan, Security and Guaranty Agreement providing term loans with an aggregate principal amount of $20,000,000, with a potential increase of up to an additional $10,000,000 upon mutual agreement and satisfaction of specified conditions including warrant issuance.

The loans bear 10.00% annual interest, mature on March 3, 2028, and require monthly amortization starting December 4, 2026, with each payment equal to the greater of $1,250,000 or 7.5% of the prior month’s trading value of the common stock, capped at $2,000,000 per payment date. They are secured by a first priority lien on substantially all assets of NeoVolta and its subsidiaries and include covenants such as a Minimum Cushion Requirement and a requirement to maintain at least $5,000,000 of consolidated cash on hand.

In connection with the financing, NeoVolta issued five-year warrants to the lenders for 1,454,545 common shares at an exercise price of $3.30 per share, with up to 727,273 additional warrant shares possible if the loan is upsized, all subject to a 4.99% beneficial ownership cap and a 19.99% Nasdaq-related “Cap Allocation Amount.” NeoVolta also granted registration rights, agreeing to file a Form S-3 within 30 days to register the resale of the warrant shares.

Positive

  • $20,000,000 term loan provides committed working capital and general corporate funding, with an option to increase commitments by up to an additional $10,000,000 upon mutual agreement and meeting specified conditions.
  • Company may prepay the loans at any time without premium or penalty, providing flexibility to reduce debt if cash becomes available.
  • Lenders receive registration rights for warrant shares, with NeoVolta agreeing to file a Form S-3 within 30 days and use commercially reasonable efforts to make it effective within 60–90 days, which can support liquidity for these securities.

Negative

  • Debt carries a relatively high fixed interest rate of 10.00% per annum, increasing ongoing financing costs.
  • Amortization starts December 4, 2026 with monthly payments of at least $1,250,000 and up to $2,000,000, potentially creating significant near- to medium‑term cash outflows tied partly to trading activity.
  • Loans are secured by a first priority security interest in substantially all assets of NeoVolta and its subsidiaries, which increases balance-sheet encumbrance and limits flexibility with respect to those assets.
  • Issuance of 1,454,545 warrants at $3.30 per share, plus up to 727,273 additional warrants if the loan is upsized, introduces potential equity dilution, further enhanced by anti-dilution adjustments that can increase warrant share counts.
  • Covenants require compliance with a Minimum Cushion Requirement and maintaining at least $5,000,000 of consolidated cash, which could constrain operations if liquidity tightens and raise default risk if breached.

Filing Explained

NeoVolta issued the lenders warrants for 1,454,545 common shares in an unregistered transaction on September 4; the company’s obligation to seek a Form S-3 covers future resale registration and does not mean those shares are currently registered.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Initial term loan principal $20,000,000 Aggregate principal amount of term loans under the Loan Agreement
Potential additional loan capacity $10,000,000 Maximum increase in aggregate loan commitments upon mutual agreement and conditions
Interest rate 10.00% per annum Fixed annual interest rate on the loans
Loan maturity date March 3, 2028 Scheduled maturity of the term loans
Minimum monthly amortization payment $1,250,000 Minimum aggregate amortization amount per payment date starting December 4, 2026
Maximum monthly amortization payment $2,000,000 Cap on amortization payment per month based on trading value formula
Initial warrant shares 1,454,545 shares Common shares issuable upon exercise of five-year warrants issued at closing
Warrant exercise price $3.30 per share Exercise price of the warrants, subject to adjustment
Minimum Cushion Requirement financial
"The Company is required to maintain compliance with a Minimum Cushion Requirement, which requires that the sum"
Cap Allocation Amount financial
"the Warrants are subject to a “Cap Allocation Amount,” which limits the number of shares issuable"
Black Scholes Value financial
"the holder of the Warrants will have the right to receive the Black Scholes Value of its Warrants"
The Black–Scholes value is the theoretical fair price of a stock option calculated by the Black–Scholes mathematical model; it combines the current stock price, the option’s strike price, time until expiration, expected price swings (volatility), and interest rates to produce a single number. Investors use it like a reference sticker price: to spot mispriced options, guide trading and hedging decisions, and estimate potential risk and reward without relying on emotion or guesswork.
Registration Rights Agreement regulatory
"the Company entered into a Registration Rights Agreement with ROHO and Horizon"
A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.
at-the-market sales agreement financial
"common stock issuable under the Company’s at-the-market sales agreement plus the aggregate amount of unrestricted cash"
An at-the-market sales agreement lets a company raise cash by selling newly issued shares directly into the open market at whatever price buyers are paying that day, using a broker to place the trades over time. Investors should watch these deals because they can dilute existing ownership and put downward pressure on the stock price while giving the company flexible, on-demand funding—like a store gradually listing extra items on an online marketplace at current prices.

FAQ

What are the key terms of NeoVolta (NEOV)'s new $20 million loan?
NeoVolta entered a secured term loan for $20,000,000, bearing 10.00% annual interest, maturing on March 3, 2028. Monthly amortization begins December 4, 2026, with payments equal to the greater of $1,250,000 or 7.5% of prior‑month trading value, capped at $2,000,000.

How much additional borrowing capacity could NeoVolta (NEOV) obtain under this agreement?
The agreement allows a potential increase of up to an additional $10,000,000 in aggregate loan commitments, subject to mutual agreement with each participating lender and conditions including satisfaction of the Minimum Cushion Requirement and issuance of additional warrants.

What warrants did NeoVolta (NEOV) issue in connection with the loan?
NeoVolta issued five-year warrants to purchase 1,454,545 common shares at an exercise price of $3.30 per share, and agreed to issue up to 727,273 additional warrant shares pro rata if the loan amount is increased, subject to ownership and Nasdaq-related caps.

What covenants and liquidity requirements apply to NeoVolta (NEOV) under the loan?
NeoVolta must maintain a Minimum Cushion Requirement where a defined liquidity measure exceeds loan principal by at least $5,000,000, and its consolidated cash on hand must be at least $5,000,000 at all times, in addition to customary covenants and events of default.

How is potential dilution from NeoVolta (NEOV) warrants limited by Nasdaq rules?
Each warrant holder is limited by a 4.99% beneficial ownership cap and a Cap Allocation Amount equal to its pro rata share of 19.99% of outstanding common shares on the issue date, unless NeoVolta obtains stockholder approval in accordance with Nasdaq listing rules.

What registration rights did NeoVolta (NEOV) grant for the warrant shares?
NeoVolta agreed to file a Form S-3 within 30 days after closing to register the resale of all warrant shares, and to use commercially reasonable efforts to have it declared effective within 60 days of the filing deadline, or 90 days if reviewed by the SEC.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): September 4, 2026

 

NeoVolta, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada

001-41447

 82-5299263
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)

 

12195 Dearborn Place

Poway, CA 92064

(Address of Principal Executive Offices) (Zip Code)

 

(800) 364-5464

(Registrant’s telephone number, including area code)

 

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

 

 

 

   

 

 

Item 1.01. Entry into a Material Definitive Agreement.

 

Loan, Security and Guaranty Agreement

 

On September 4, 2026 (the “Closing Date”), NeoVolta, Inc., a Nevada corporation (the “Company”), entered into a Loan, Security and Guaranty Agreement (the “Loan Agreement”) with Horizon Technology Finance Corporation, a Delaware corporation (“Horizon”), as collateral agent and a lender, ROHO Capital Opportunity Fund LLC, a Delaware limited liability company (“ROHO”), as a lender, and Monroe Capital Management Advisors, LLC, a Delaware limited liability company (“Monroe Capital”), as administrative agent.

 

Pursuant to the Loan Agreement, the lenders agreed to make term loans to the Company in an aggregate principal amount of $20,000,000 (collectively, the “Loans”). The Loan Agreement also provides for a potential increase in the aggregate loan commitment amount of up to an additional $10,000,000, upon the mutual agreement of the Company and each participating lender, subject to certain conditions, including satisfaction of the Minimum Cushion Requirement (described below) on a pro forma basis and the issuance of additional warrants to the participating lenders.

 

The Loans have a scheduled maturity date of March 3, 2028 and bear interest at a rate of 10.00% per annum. The Loans are subject to scheduled amortization payments, with the first amortization payment due on December 4, 2026 and subsequent payments due on the fourth day of each calendar month thereafter through the maturity date. The amortization amount for each payment date is equal to, in the aggregate, the greater of $1,250,000 or 7.5% of the “value traded” in the Company’s common stock for the previous month, subject to a cap of $2,000,000 per payment date. The Company may, at its option, prepay all or any portion of the outstanding Loans without premium or penalty. The proceeds of the Loans are to be used solely for working capital or general corporate purposes of the Company and its subsidiaries.

 

The Loans are secured by a first priority security interest in substantially all of the assets of the Company and its subsidiaries, which serve as guarantors of the Company’s obligations under the Loan Agreement.

 

The Loan Agreement contains customary representations and warranties, affirmative and negative covenants, and events of default. Among other things, the Company is required to maintain compliance with a Minimum Cushion Requirement, which requires that the sum of the principal amount of common stock issuable under the Company’s at-the-market sales agreement plus the aggregate amount of unrestricted cash and cash equivalent proceeds held in deposit accounts subject to account control agreements in favor of the collateral agent minus $5,000,000 be at all times at least $5,000,000 greater than the aggregate outstanding principal amount of the Loans. The Company and its subsidiaries must also maintain at least $5,000,000 of cash on hand on a consolidated basis at all times.

 

The foregoing description of the Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Loan Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

 

 

 2 

 

 

Warrants

 

In connection with the Loan Agreement, on the Closing Date, the Company issued five-year warrants (the “Warrants”) to purchase an aggregate of 1,454,545 shares of the Company’s common stock (the “Common Stock”), at an exercise price of $3.30 per share (subject to adjustment as provided therein), to the lenders under the Loan Agreement, and agreed to issue additional Warrants to purchase up to 727,273 shares on a pro rata basis in connection with any increase to the loan amount as described above.

 

The Warrants may only be exercised on a cashless basis if there is no registration statement registering, or the prospectus contained therein is not available for, the resale of shares of Common Stock underlying the Warrants to or by the holder. The holder of a Warrant is prohibited from exercising any Warrants to the extent that such exercise would result in the number of shares of Common Stock beneficially owned by such holder and its affiliates exceeding 4.99% of the total number of shares of Common Stock outstanding immediately after giving effect to the exercise. In addition, the Warrants are subject to a “Cap Allocation Amount,” which limits the number of shares issuable upon exercise of each Warrant to a number of shares equal to such holder’s pro rata share of 19.99% of the shares of Common Stock outstanding on the issue date (as adjusted for stock splits, stock dividends and similar events), less any shares previously issued upon exercise of such Warrant. This cap applies unless and until the Company obtains stockholder approval in accordance with Nasdaq listing rules to permit the issuance of shares upon exercise of the Warrants in excess of the Cap Allocation Amount (the “Stockholder Approval”). The Company is required under the Warrants to take all necessary action to obtain the Stockholder Approval, and may not engage in any dilutive issuance that would cause a Warrant to be exercisable for shares in excess of the Cap Allocation Amount without first obtaining such approval. In the event of certain fundamental transactions, the holder of the Warrants will have the right to receive the Black Scholes Value (as defined in the Warrants) of its Warrants calculated pursuant to a formula set forth in the Warrants, payable either in cash or in the same type or form of consideration that is being offered and being paid to the holders of Common Stock.

 

If, while the Warrants are outstanding, the Company issues or sells, or is deemed to have issued or sold, any Common Stock and/or Common Stock equivalents other than in connection with certain exempt issuances, at a purchase price per share less than the exercise price of the Warrants in effect immediately prior to such issuance or sale or deemed issuance or sale, then immediately after such issuance or sale or deemed issuance or sale, the exercise price of the Warrants then in effect will be reduced based on a weighted average dilution formula and the number of shares underlying the Warrant will be proportionately increased, subject to the Cap Allocation Amount described above.

 

The foregoing description of the Warrants does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Warrant, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Registration Rights Agreement

 

In connection with the Loan Agreement, on the Closing Date, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with ROHO and Horizon (collectively, the “Investors”).

 

Pursuant to the Registration Rights Agreement, the Company agreed to prepare and file with the Securities and Exchange Commission (the “SEC”), on or prior to 30 days from the Closing Date, a registration statement on Form S-3 covering the resale of all of the shares of Common Stock issuable upon exercise of the Warrants (the “Registrable Securities”). The Company agreed to use its commercially reasonable efforts to cause such registration statement to become effective no later than 60 days after the applicable filing deadline (or 90 days in the event of a review by the SEC).

 

The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

 

 

 

 3 

 

 

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information set forth in Item 1.01 of this Current Report on Form 8-K with respect to the Loan Agreement is incorporated by reference into this Item 2.03.

 

Item 3.02. Unregistered Sales of Equity Securities.

 

On the Closing Date, the Company issued the Warrants to purchase an aggregate of 1,454,545 shares of Common Stock to the lenders under the Loan Agreement and agreed to issue additional Warrants to purchase up to 727,272 shares on a pro rata basis in connection with any increase to the loan amount as described above. The Warrants will be issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Exhibit Description
4.1   Form of Warrant to Purchase Shares of Common Stock
10.1   Loan, Security and Guaranty Agreement, dated as of September 4, 2026, by and among NeoVolta, Inc., as borrower, Horizon Technology Finance Corporation, as collateral agent and a lender, ROHO Capital Opportunity Fund LLC, as a lender, and Monroe Capital Management Advisors, LLC, as administrative agent
10.2   Registration Rights Agreement, dated as of September 4, 2026, by and between NeoVolta, Inc., ROHO Capital Opportunity Fund LLC and Horizon Technology Finance Corporation
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

 

 

 4 

 

 

SIGNATURE

 

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 hereunto duly authorized.

 

  NeoVolta, Inc.
     
     
  By: /s/ Jing Nealis              
    Jing Nealis
    Chief Financial Officer

 

 

Dated: September 4, 2026

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 5 

 

Source: View Original Filing on SEC EDGAR

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