false
--06-30
0001748137
0001748137
2026-10-30
2026-10-30
0001748137
us-gaap:CommonStockMember
2026-10-30
2026-10-30
0001748137
us-gaap:WarrantMember
2026-10-30
2026-10-30
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): October 30,
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 5.03. Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
On October 30, 2026, the Board of Directors (the
“Board”) of NeoVolta, Inc. (the “Company”) approved and adopted the Company’s Third Amended and Restated
Bylaws (the “Amended Bylaws”), effective on such date. The Amended Bylaws amend and restate the Company’s Second Amended
and Restated Bylaws (the “Prior Bylaws”). The Amended Bylaws, among other things: (i) set the quorum for stockholder meetings
at one-third of the voting power of the shares issued and outstanding and entitled to vote, present in person or represented by proxy,
whereas the Prior Bylaws required a majority; (ii) provide that directors are elected by a plurality of the votes cast, and every other
question is decided by a majority of the votes cast, meaning the votes cast in favor exceed the votes cast against, whereas the Prior
Bylaws provided that questions were decided by holders of a majority of the voting power present in person or represented by proxy; (iii)
provide that abstentions and broker non-votes are not counted as votes cast for or against any question or nominee, but are counted as
present for purposes of determining a quorum; and (iv) provide that the Board may amend the bylaws by the affirmative vote of a majority
of the directors comprising the Board and that the Company’s stockholders may also amend the bylaws by the affirmative vote of a
majority of the voting power of the issued and outstanding voting securities, voting together as a single class, in each case, at a meeting
called for that purpose, whereas the Prior Bylaws required a 66 2/3% Board vote.
The Amended Bylaws also include certain conforming
changes. The description above is a summary and is qualified in its entirety by the full text of the Amended Bylaws. The Amended Bylaws
are filed as Exhibit 3.1 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 |
| 3.1 |
|
Third Amended and Restated Bylaws of NeoVolta Inc., effective October 30, 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/ Jing Nealis |
| |
|
Jing Nealis |
| |
|
Chief Financial Officer |
Dated: October 30, 2026
