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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): May 14,
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 2.02 | Results of Operations and Financial Condition. |
On May 14, 2026, NeoVolta, Inc. (the
“Company”) issued a press release announcing its financial results for the quarter ended March 31, 2026 and recent operational
updates. A copy of the press release is attached to this report as Exhibit 99.1 and is incorporated by reference herein.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. |
On May 14, 2026, the Company announced the appointment
of Jing Nealis as the Company’s Chief Financial Officer, effective May 18, 2026, succeeding Steve Bond, who will transition from
the role of Chief Financial Officer effective as of such date. A copy of the press release announcing the appointment is attached to this
report as Exhibit 99.2 and is incorporated by reference herein.
In connection with Ms. Nealis’s appointment
as the Company’s Chief Financial Officer with an effective date of May 18, 2026, the Company and Ms. Nealis entered into an Employment
Agreement, dated March 26, 2026 (the “Employment Agreement”). Under the Employment Agreement, Ms. Nealis will receive an annual
base salary of $425,000. She will also receive a sign-on bonus of $35,417, payable in a lump sum within thirty (30) days following the
effective date of her employment. Ms. Nealis will be eligible to receive an annual bonus with a target equal to 80% of her base salary
(prorated for partial years), based on the achievement of written goals and objectives established by the Compensation Committee of the
Board. If Ms. Nealis achieves more than 100% of the written objectives, she may be eligible to receive an additional bonus above 100%
of the target annual bonus, in an amount determined in the sole discretion of the Compensation Committee.
On the effective date of her employment, Ms. Nealis
will receive a grant of restricted stock units (“RSUs”) equal to 1,000,000 shares of the Company’s common stock (the
“RSU Grant”). The RSU Grant will vest as follows: 33% on the one-year anniversary of the effective date, and the remaining
67% in eight quarterly installments thereafter, subject to Ms. Nealis’s continued employment through each vesting date. Additionally,
Ms. Nealis will receive a performance-based RSU grant equal to 25,000 shares of the Company’s common stock (the “PSU Grant”).
The PSU Grant will vest upon the successful completion of customer payments to NeoVolta Power LLC exceeding $1,000,000, subject to Ms.
Nealis’s continued employment through the vesting date. For each fiscal year during the term of the Employment Agreement commencing
with the fiscal year starting July 1, 2027, Ms. Nealis will be eligible to receive an annual equity grant under the Company’s Stock
Incentive Plan, subject to the availability of shares and the sole discretion of the Compensation Committee. In the event of a Change
of Control (as defined in the Company’s Stock Incentive Plan), all unvested equity awards granted to Ms. Nealis under the Employment
Agreement will automatically vest, subject to her continued employment through the date of the Change of Control.
Under the Employment Agreement, if Ms. Nealis’s
employment is terminated by the Company without Cause (other than for death or Disability, each as defined in the Employment Agreement)
or by Ms. Nealis for Good Reason (as defined in the Employment Agreement), she will be entitled to: (i) accelerated vesting of all unvested
equity previously granted; and (ii) continued payment of her base salary for nine months following the termination date. In addition,
the Company will continue to pay its portion of Ms. Nealis’s medical and dental insurance premiums under COBRA for up to nine months
following termination. These severance benefits are contingent upon Ms. Nealis’s timely execution, delivery, and non-revocation
of a general release and waiver of claims in a form reasonably acceptable to the Company. The Company will also provide Ms. Nealis with
the Company’s standard form of Officer and Director Indemnification Agreement.
Ms. Nealis, age 47, previously served as the Chief
Financial Officer of SES AI Corporation, from March 2021 until April 2026. Ms. Nealis served as Senior Director, Corporate Finance at
View Inc., from 2019 until March 2021. Previously, she served as Chief Financial Officer of SunPower Systems International Ltd. from 2017
until 2019, after having served in the same role in the International Division of Shunfeng International Clean Energy Ltd from 2014 until
2017. From 2012 to 2014, Ms. Nealis was Finance Director/Global Tax Director of Suntech Power, prior to which she was a manager at Deloitte
from 2006 to 2012 and worked at Deloitte offices in Chicago, Shanghai, and Hong Kong. Ms. Nealis earned her MS in Accounting from the
University of Hawaii and her Bachelor’s in International Business from China University of Petroleum in Beijing. There are no family
relationships between Ms. Nealis and any director or executive officer of the Company. There are no related party transactions between
Ms. Nealis and the Company that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.
The foregoing summary of the Employment Agreement
does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of
which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
|
Exhibit Description |
| 10.1 |
|
Employment Agreement dated March 26, 2026 between NeoVolta, Inc. and Jing Nealis |
| 10.2 |
|
Form of NeoVolta, Inc. Indemnification Agreement |
| 99.1 |
|
Press release dated May 14, 2026 |
| 99.2 |
|
Press release dated May 14, 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: May 14, 2026
Exhibit 99.1
NeoVolta Reports Third Quarter Fiscal 2026 Financial Results and
Provides Strategic Update on Execution of Integrated Energy Solutions Platform
Strong Execution Across All Pillars: First C&I Purchase Order,
Georgia Manufacturing Facility on Track, and Multiple Strategic Milestones Validate Integrated Platform Strategy
San Diego, CA – May 14, 2026 – NeoVolta Inc. (NASDAQ:
NEOV) (“NeoVolta” or the “Company”), a U.S.-based energy technology company delivering scalable energy storage
solutions, today announced financial results for its third quarter fiscal 2026 ended March 31, 2026, and provided an update on the Company’s
continued execution against its strategy to build a vertically integrated energy solutions platform serving residential, commercial and
industrial (“C&I”), and utility-scale markets.
Recent Highlights
| · | Named 2026 Energy Storage Company of the Year by CleanTech Breakthrough,
selected from thousands of nominations across 16+ countries for product leadership, installer-friendly design, and market traction |
| | | |
| · | NeoVolta Power ownership increased to 80% under amended JV structure;
expanded commercial agreement entered into with PotisEdge |
| | | |
| · | First C&I purchase order received from Luminia, a $1.9 million
initial order validating the Company’s integrated C&I platform strategy |
| | | |
| · | Georgia manufacturing facility progressing on track;
manufacturing equipment has started to arrive on site, with installation targeted for June ahead of production ramp expected in Q3
of calendar 2026 |
Management Commentary
“The third quarter was about execution, converting our strategic
vision into tangible proof points. We received our first C&I purchase order from Luminia, our Georgia manufacturing facility is progressing
on track with equipment starting to arrive on site and installation targeted for June, and we continued to advance all three verticals
of our integrated platform. Subsequent to quarter end, we were named 2026 Energy Storage Company of the Year, increased our ownership
in NeoVolta Power to 80% and expanded our commercial capabilities with PotisEdge. The momentum we are carrying into the back half of fiscal
2026 gives us strong confidence in the path ahead.” - Ardes Johnson, Chief Executive Officer, NeoVolta.
Third Quarter Fiscal 2026 Financial Highlights
| · | Revenue: $2.0 million for Q3 FY2026, compared to $2.0 million
in Q3 FY2025. Revenue in the quarter was impacted by a slowdown in the residential solar market following the expiration of the federal
solar investment tax credit for individuals on December 31, 2025. Nine-month revenue totaled $13.3 million, up approximately 262% from
$3.7 million in the prior-year period. |
| | | |
| · | Gross Profit: Gross profit was approximately $0.9 million, or
~46% gross margin, compared to approximately $0.5 million, or ~26% gross margin, in Q3 FY2025. The year-over-year improvement reflects
higher-margin product mix during the quarter. |
| | | |
| · | Operating Expenses: Total operating expenses were approximately
$3.6 million, compared to approximately $1.9 million in Q3 FY2025, reflecting investments in commercial infrastructure, R&D associated
with the NVWAVE platform commercialization, and NeoVolta Power operating expenses as the manufacturing facility advances toward initial
production. |
| | | |
| · | Net Loss: Net loss was $3.0 million, or $(0.08) per share, compared
to a net loss of $1.4 million, or $(0.04) per share, in Q3 FY2025. The year-over-year increase reflects planned strategic investment in
people, product development, and platform infrastructure as the Company executes on its integrated energy solutions strategy. |
| | | |
| · | Liquidity: As of March 31, 2026, the Company
had cash of approximately $11.5 million. In April 2026, the Company established a revolving credit facility of up to $3.0 million with
its depository bank, providing additional near-term liquidity flexibility. Management is actively evaluating equity, debt, and project
financing alternatives to fund Phase 2 and Phase 3 joint venture obligations and support continued platform growth. |
Strategic Update: Executing the Integrated Energy Solutions Platform
Residential Platform
NeoVolta continued to expand its national installer and distributor
network, with distribution activity across Texas, Puerto Rico, and other new markets. The Company is preparing to launch its NVWAVE modular
battery platform commercially, featuring plug-and-play installation in under 30 minutes, approximately 75% faster than traditional alternatives,
a scalable architecture up to 55.2 kWh, and full FEOC-compliant, Domestic Content-eligible design. A key differentiator of the NVWAVE
platform is its integrated software intelligence. The system incorporates a proprietary whole-home load management controller that integrates
the system controller, inverters, battery management unit, and individual battery modules into one streamlined unit, enabling intelligent
energy optimization across solar, battery, and grid resources. This software-driven architecture gives homeowners real-time visibility
and control over their energy use while allowing the system to adapt dynamically to evolving utility rate structures and interconnection
requirements. In parallel, the Company is advancing a third-party ownership (“TPO”) financing model for the residential
market in collaboration with Luminia, which would enable homeowners to deploy NVWAVE systems with little to no upfront cost, lower barriers
to adoption, and generate recurring revenue streams for NeoVolta over time. Further updates on the TPO initiative will be provided as
it develops.
C&I Platform
In March 2026, NeoVolta received its first purchase order from Luminia
LLC, valued at approximately $1.9 million for 40 units of NeoVolta’s NVGAIN-125K261 C&I battery storage system.
This is the first definitive commercial transaction under the strategic supply collaboration framework the two companies announced in
December 2025 and validates NeoVolta’s position as an integrated C&I energy storage provider. Luminia operates one of the most active
project pipelines in the U.S. C&I distributed storage market, with contracted demand for approximately 160 MWh and an active pipeline
of approximately 640 MWh, representing approximately $39 million in potential equipment revenue to NeoVolta under the broader collaboration
framework, although there can be no assurance that pipeline projects will result in purchase orders. The Company expects the Luminia relationship
to continue to deepen as NeoVolta Power’s Georgia manufacturing facility approaches production, creating a direct line of sight between
domestic supply capacity and a scaled, active development pipeline.
Utility-Scale Platform | NeoVolta Power, LLC - Domestic Manufacturing
Joint Venture
The Company’s U.S. battery manufacturing joint venture in Pendergrass,
Georgia is advancing on track:
| · | Equipment installation is targeted for June 2026 |
| | | |
| · | Initial production ramp is expected to begin in Q3 of calendar
2026 |
| | | |
| · | Phase 2 capital contribution of $8.0 million is targeted
for May 31, 2026; management is actively evaluating funding sources to support this and future growth investments |
In April 2026, NeoVolta announced an amended joint venture structure
increasing its ownership interest in NeoVolta Power from 60% to 80%, at no new cash cost, while retaining full board and operational control.
The updated structure strengthens the Company’s economic interest in the platform and enhances alignment with domestic manufacturing incentive
frameworks, including IRS Section 45X and Section 48E. Concurrently, NeoVolta entered into a Management Services Agreement with PotisEdge to
support commercial development and customer engagement.
The Georgia facility is designed for 2 GWh of initial annual production
capacity, scalable to 8 GWh over time, with an initial product mix of approximately 75% utility-scale and 25% C&I systems. At illustrative
average pricing of $200 per kilowatt hour, 2 GWh of annual production could represent approximately $400 million of potential annual revenue
at full utilization. This illustrative figure is not a forecast or guidance and actual production levels, product mix, pricing, and revenue
will depend on market conditions, customer demand, and operational factors.
Capital Structure
NeoVolta is executing against one of the most significant growth opportunities
in the U.S. clean energy sector, and the Company is committed to funding that growth in a disciplined and shareholder-friendly manner.
As the Company advances toward manufacturing production, expands its commercial footprint across residential, C&I, and utility-scale
markets, and pursues additional strategic partnerships, management is actively evaluating a range of capital options, including equity,
debt, project financing, and equipment financing, to support its Phase 2 and Phase 3 joint venture obligations and broader platform growth
initiatives. NeoVolta’s priority is to deploy capital efficiently and at the right cost, ensuring the Company is well positioned to fund
its rapid growth trajectory while preserving long-term shareholder value.
Conference Call Information
The Company will host an earnings conference tomorrow to review financial
and operating results for the quarter ended March 31, 2026. Management will review quarterly results and discuss recent operational progress
and strategic priorities. A question-and-answer session will follow.
| · | Date: Friday, May 15, 2026 |
| | | |
| · | Time: 12:00 p.m. Eastern Time |
| | | |
| · | Phone: +1 (201) 389-0908 |
| | | |
| · | Webcast and accompanying slide presentation: Registration
Link |
A telephonic replay will be available from 3:00 p.m. ET on the day
of the call through Friday, May 29, 2026. To listen to the archived call, dial +1 (412) 317-6671 and enter replay PIN 13760492. The webcast
replay will be available on the Investor Relations section of the Company’s website at neovolta.com/investors, where a transcript
will be posted once available.
About NeoVolta
NeoVolta is an innovator in energy storage solutions dedicated to advancing
reliable, high-performance power infrastructure for residential, commercial, and utility applications. With a focus on scalable technology,
domestic manufacturing, and strategic partnerships, NeoVolta is positioned to support the accelerating transition toward resilient energy
systems.
For more information, visit www.neovolta.com.
Forward-Looking Statements
Some of the statements in this release are forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities
Litigation Reform Act of 1995, which involve risks and uncertainties. Forward-looking statements in this release include, without limitation,
statements regarding the ability to raise additional capital, manufacturing capacity, production timelines, market opportunity, revenue
potential, supply collaboration frameworks and potential order volumes, the expected expansion of strategic collaborations, the development
of TPO and financing models, the Georgia manufacturing facility ramp timeline and capacity, expected outcomes from the Luminia relationship
and utility-scale commercial operations, future gross margin improvement, the Company’s ability to meet joint venture capital contribution
obligations, and future operations generally. Although the Company believes that the expectations reflected in such forward-looking statements
are reasonable as of the date made, expectations may prove to have been materially different from the results expressed or implied by
such forward-looking statements. The Company has attempted to identify forward-looking statements by terminology including “believes,”
“estimates,” “anticipates,” “expects,” “plans,” “projects,” “intends,” “potential,”
“may,” “could,” “might,” “will,” “should,” “approximately” or other words
that convey uncertainty of future events or outcomes. These statements are only predictions and involve known and unknown risks, uncertainties,
and other factors, including those discussed under Item 1A. “Risk Factors” in the Company’s most recently filed Form 10-K and
updated from time to time in its Form 10-Q filings and in its other public filings with the SEC. Any forward-looking statements contained
in this release speak only as of its date. The Company undertakes no obligation to update any forward-looking statements contained in
this release to reflect events or circumstances occurring after its date or to reflect the occurrence of unanticipated events.
Contacts
NEOV Investors
Alliance Advisors IR
ir@neovolta.com
NEOV Media
Email: press@neovolta.com
Phone: 800-364-5464
Exhibit 99.2
NeoVolta Appoints Jing Nealis as Chief Financial
Officer
Seasoned finance veteran with extensive experience scaling technology
with manufacturing joins NeoVolta to drive the next phase of growth
San Diego, CA – May 14, 2026 – NeoVolta Inc. (NASDAQ:
NEOV) (“NeoVolta” or the “Company”), a U.S.-based energy technology company delivering scalable energy storage
solutions, today announced the appointment of Jing Nealis as Chief Financial Officer, effective May 18, 2026. Ms. Nealis joins as NeoVolta
enters a defining phase of its evolution and establishes domestic battery energy storage system manufacturing in Georgia that is expected
to have 2GWh of initial annual capacity scalable to 8GWh and a production ramp targeted for Q3 2026.
Ms. Nealis brings more than 20 years of financial leadership experience
with a deep expertise in the energy transition, technology, and manufacturing sectors. She succeeds Steve Bond, who will continue with
the Company as Executive Vice President and President of NeoVolta Power LLC, where he will lead the Company's manufacturing ramp to mass
production at its new Georgia facility.
Most recently, Ms. Nealis served as Chief Financial Officer of SES
AI Corporation (NYSE: SES), where she led the company through a period of significant transformation and growth including raising significant
growth capital, expanding operations, and establishment of three revenue-generating business units.
“Jing’s appointment comes at a defining moment for NeoVolta.”
said Ardes Johnson, Chief Executive Officer of NeoVolta. “We are developing a domestic BESS manufacturing platform, expanding from
residential into utility-scale, commercial and industrial markets, and pursuing one of the most significant growth opportunities in the
US clean energy sector. Jing has navigated exactly this kind of complexity throughout her career. Her depth of experience is precisely
what this moment requires, and I am excited to partner with her as we build NeoVolta into a leader in American energy storage. At the
same time, I want to recognize Steve, whose leadership as CFO helped lay the financial foundation for where NeoVolta stands today. Steve
is stepping into one of the most consequential roles in our company’s history as President of NeoVolta Power, getting our Georgia
facility to mass production on time is mission-critical, and Steve remains a cornerstone of our leadership team.”
“I am honored to join NeoVolta at such a pivotal inflection point
in its journey,” said Jing Nealis. “I believe deeply in what NeoVolta is building – a US domestically manufactured,
OBBB-compliant energy storage platform at the intersection of strong policy tailwinds, surging demand, and world-class partnerships. I
greatly appreciate the opportunity to help shape the company’s trajectory for years to come. I look forward to working with our
leadership teams and our global partners to support the next phase of growth.”
About NeoVolta
NeoVolta is an innovator in energy storage solutions dedicated to advancing
reliable, high-performance power infrastructure for residential, commercial, and utility applications. With a focus on scalable technology,
domestic manufacturing, and strategic partnerships, NeoVolta is positioned to support the accelerating transition toward resilient energy
systems.
For more information, visit www.neovolta.com.
Forward-Looking Statements
Some of the statements in this release are forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities
Litigation Reform Act of 1995, which involve risks and uncertainties. Forward-looking statements in this release include, without limitation,
statements regarding business strategy, growth plans, future operations, and domestic manufacturing capacity and production timelines.
Although the Company believes that the expectations reflected in such forward-looking statements are reasonable as of the date made, expectations
may prove to have been materially different from the results expressed or implied by such forward-looking statements. The Company has
attempted to identify forward-looking statements by terminology including “believes,” “estimates,” “anticipates,”
“expects,” “plans,” “projects,” “intends,” “potential,” “may,”
“could,” “might,” “will,” “should,” “approximately” or other words that convey
uncertainty of future events or outcomes to identify these forward-looking statements. These statements are only predictions and involve
known and unknown risks, uncertainties, and other factors, including those discussed under Item 1A. “Risk Factors” in the
Company’s most recently filed Form 10-K filed with the Securities and Exchange Commission (“SEC”) and updated from time
to time in its Form 10-Q filings and in its other public filings with the SEC. Any forward-looking statements contained in this release
speak only as of its date. The Company undertakes no obligation to update any forward-looking statements contained in this release to
reflect events or circumstances occurring after its date or to reflect the occurrence of unanticipated events.
Contacts
NEOV Investors
Alliance Advisors IR
ir@neovolta.com
NEOV Media
Email: press@neovolta.com
Phone: 800-364-54
