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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): February 23,
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)) |
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. |
On February 23, 2026, NeoVolta, Inc. (the “Company”)
entered into RSU Cancellation Agreements (the “Agreement”) with Ardes Johnson, Chief Executive Officer, and Steve Bond, Chief
Financial Officer, of the Company, pursuant to which the Company and each of Messrs. Johnson and Bond agreed to cancel certain Restricted
Stock Unit Awards (the “RSUs”) previously granted to Messrs. Johnson and Bond under the Company’s 2019 Stock Plan, as
amended (the “Plan”) pursuant to which Messrs. Johnson and Bond were entitled to 1,280,000 and 240,000 shares of Company common
stock, respectively.
Under the terms of the Agreement, in consideration
for the cancellation of the RSUs, the Company agreed to issue new stock option awards in such amount as approved by the Compensation Committee
of the Company’s Board of Directors, in accordance with the terms of the Plan. On February 23, 2026, the Company agreed to issue
Messrs. Johnson and Bond option awards to purchase 1,880,166 shares and 352,531 shares of Company common stock, respectively, at an exercise
price of $3.54 per share (which was the closing price of the Company’s common stock on the date of grant). The number of options
issued to Messrs. Johnson and Bond were calculated using a methodology intended to replicate the equivalent value of the cancelled RSUs.
The options issued to Mr. Johnson vest as follows: 25% on issuance and 25% on each of April 19, 2026; April 19, 2027; and April 19, 2028,
subject to Mr. Johnson’s continued service to the Company on each vesting date, and expire on February 23, 2031. The options issued
to Mr. Bond vest as follows: 25% on issuance and 25% on each of February 4, 2027; February 4, 2028; and February 4, 2029, subject to Mr.
Bond’s continued service to the Company on each vesting date, and expire on February 23, 2031. The foregoing option awards were
granted in accordance with the terms of the Plan.
The foregoing description of the Agreement does
not purport to be complete and is qualified in its entirety by reference to the full text of the 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.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
|
Exhibit Description |
| 10.1 |
|
Form of RSU Cancellation Agreement, by and among NeoVolta, Inc. and each of Ardes Johnson and Steve Bond, dated February 23, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: February 25, 2026
