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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): April 15,
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. |
As previously
disclosed in the Current Report on Form 8-K filed on January 13, 2026, NeoVolta Inc., a Nevada corporation (“NeoVolta”), NeoVolta
Power, LLC, NPJV MANAGER LLC (“NMC”), and Can Current Corporation (“CCC”) entered into the Operating Agreement
of NeoVolta Power, LLC (the “Original Operating Agreement”) and a Contribution Agreement (the “Original Contribution
Agreement”) in connection with the formation of NeoVolta Power, LLC, a Delaware limited liability company (“NeoVolta Power”),
established for the purpose of jointly owning and operating a domestic battery energy storage manufacturing facility in the State of Georgia.
Amended and Restated Operating Agreement
On April 15, 2026, NeoVolta
Power, NeoVolta, and CCC entered into an Amended and Restated Operating Agreement (the “A&R Operating Agreement”),
which amends and restates the Original Operating Agreement in its entirety. The A&R Operating Agreement was entered into to, among
other things, account for the removal of NMC as a member of NeoVolta Power. The principal
changes effected by the A&R Operating Agreement include the following: (i) NMC has been removed as a party and as a member of NeoVolta
Power; (ii) the number of authorized Class A Units has been increased from sixty (60) to eighty (80) Class A Units issuable to
NeoVolta, and the number of authorized Class B Units has been reduced from forty (40) (previously allocated twenty (20) each to NMC and
CCC) to twenty (20) Class B Units issuable solely to CCC; (iii) the Board of Managers has been reduced from five (5) managers to three
(3) managers, all of whom are designated by NeoVolta, and CCC has been granted the right, but not the obligation, to designate up to two
(2) non-voting observers to attend all meetings of the Board of Managers; (iv) the Class B Units issued to CCC are now expressly issued
in consideration for certain technical services to be provided by CCC pursuant to a Technical Services Agreement.
First Amendment to Contribution Agreement
On April 15, 2026, NeoVolta
Power, NeoVolta, NMC, and CCC entered into a First Amendment to Contribution Agreement (the “First Amendment”), which
amends the Original Contribution Agreement to remove NMC as a party thereto.
Asset
Purchase Agreement
On
April 15, 2026, NeoVolta Power, as buyer, and CCC, as seller, entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”)
pursuant to which CCC agreed to sell, convey, assign, transfer, and deliver to NeoVolta Power certain manufacturing equipment used to
manufacture battery energy storage systems (the “Purchased Assets”). The aggregate purchase price consists of (i) an equipment
price of $9,000,000, payable in milestone-based installments ($2,000,000 upon shipment of equipment, $3,000,000 upon delivery to the facility,
and $4,000,000 upon completion of commissioning), and (ii) the excess portion of corresponding U.S. tariffs, customs duties, and related
customs bond expenses arising from the import of the equipment. Title to the equipment transfers to NeoVolta Power upon CCC’s receipt
of the full purchase price. The Asset Purchase Agreement contains customary representations, warranties, covenants, and indemnification
provisions for a transaction of this type.
Management
Services Agreement
On
April 20, 2026, NeoVolta and PotiSedge Technology Pte Ltd., a Singapore Private Limited (“Potisedge”), entered into a Management
Services Agreement (the “Management Services Agreement”) pursuant to which Potisedge agreed to provide sales and marketing
coordination services to NeoVolta in connection with NeoVolta’s commercial and industrial battery energy storage business. As consideration
for the services, NeoVolta agreed to issue to Potisedge 1,200,000 shares of NeoVolta’s common stock (the “Share Grant”).
The Share Grant vests in four (4) equal semi-annual installments of 300,000 shares (25%) on each of the 6-month, 12-month, 18-month, and
24-month anniversaries of the effective date. Unvested shares are subject to transfer restrictions and a company repurchase right at $0.001
per share upon forfeiture. Potisedge retains full voting and dividend rights on unvested shares. The Management Services Agreement has
an initial term ending on the 24-month anniversary of the effective date and may only be extended by written agreement of the parties.
Either party may terminate the agreement for material breach (subject to a 30-day cure period) or insolvency. In the event of termination
for material breach by Potisedge, unvested shares are forfeited; in the event of termination for material breach by NeoVolta, all unvested
shares automatically vest.
Copies
of the A&R Operating Agreement, the First Amendment to Contribution Agreement, the Asset Purchase Agreement, and the Management Services
Agreement are filed with this Current Report on Form 8-K as Exhibits 10.1, 10.2, 10.3, and 10.4, respectively, and are incorporated herein
by reference. The foregoing descriptions of such agreements are qualified in their entirety by reference to the full text thereof.
| Item 3.02 |
Unregistered Sales of Equity Securities. |
The
information set forth in Item 1.01 above regarding the Management Services Agreement is incorporated herein by reference.
The
shares of common stock underlying the Share Grant were issued in reliance upon the exemption from registration provided by Section 4(a)(2)
of the Securities Act of 1933, as amended (the “Securities Act”). Potisedge represented that it is an “accredited investor”
as defined in Rule 501(a) of Regulation D.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
|
Exhibit Description |
| 10.1 |
|
Amended and Restated Operating Agreement of NeoVolta Power, LLC, dated April 15, 2026 |
| 10.2 |
|
First Amendment to Contribution Agreement, dated April 15, 2026 |
| 10.3 |
|
Asset Purchase Agreement between Can Current Corporation and NeoVolta Power, LLC, dated April 15, 2026 |
| 10.4 |
|
Management Services Agreement between NeoVolta Inc. and Potisedge Technology Pte Ltd., dated April 20, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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/ Steve Bond |
| |
|
Steve Bond |
| |
|
Chief Financial Officer |
Dated: April 21, 2026
