NeoVolta (NEOV) sells 5.2M shares in $13M private placement

Rhea-AI Filing Summary

NeoVolta, Inc. reported that it entered into subscription agreements with accredited investors for a private placement of 5,200,000 shares of common stock at $2.50 per share. This unregistered sale of equity securities is expected to close on or about December 1, 2025.

The company states that gross proceeds from the offering were approximately $13.0 million, before deducting offering expenses. This transaction provides new cash to NeoVolta in exchange for issuing additional common shares, which increases the total number of shares held by investors.

Insights

Equity Capital Markets Analyst

NeoVolta raises about $13.0 million through a private stock sale.

NeoVolta has agreed to sell 5,200,000 shares of common stock at $2.50 per share to accredited investors in a private placement. The company indicates gross proceeds of approximately $13.0 million before expenses, adding new capital to its balance sheet.

Because this is an unregistered sale of equity securities, the shares are being placed privately rather than through a public offering. Existing holders may experience dilution from the issuance of new shares, while the company gains additional cash resources.

The offering is expected to close on or about December 1, 2025, at which point the cash inflow and share issuance would be finalized. Subsequent company filings may provide more detail on how the proceeds are used.

8-K Event Classification

Item 3.02 — Unregistered Sales of Equity Securities

1 item

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Understanding 8-K Material Events →

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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): November 19, 2025

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))

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. ☐

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

Item 3.02. Unregistered Sales of Equity Securities.

On November 19, 2025, NeoVolta, Inc. (the “Company”) entered into a Subscription Agreements (the “Agreements”) with accredited investors (the “Investors”), pursuant to which the Investors purchased in a private placement an aggregate of 5,200,000 shares of the Company’s common stock (“Common Stock”) at a purchase price of $2.50. The offering is expected to close on or about December 1, 2025. The gross proceeds to the Company from the offering were approximately $13.0 million, before deducting offering expenses.

2

SIGNATURE

Pursuant to the requirements of the Securities and 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: November 25, 2025

3

FAQ

What equity financing did NeoVolta (NEOV) announce in this 8-K?

NeoVolta entered into subscription agreements with accredited investors for a private placement of 5,200,000 shares of its common stock.

What is the purchase price per share in NeoVolta's new stock sale?

The accredited investors agreed to purchase NeoVolta common stock at a price of $2.50 per share.

How much money will NeoVolta receive from the private placement?

NeoVolta reports gross proceeds of approximately $13.0 million from the offering, before deducting offering expenses.

When is NeoVolta's private placement expected to close?

The offering is expected to close on or about December 1, 2025, subject to the agreed terms.

What type of investors are participating in NeoVolta's equity offering?

The shares are being sold to accredited investors under subscription agreements in a private placement.

Is NeoVolta's new stock sale a registered public offering?

No. The company describes this transaction as an unregistered sale of equity securities conducted as a private placement.