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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 12,
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
November 12, 2026, NeoVolta, Inc. (the “Company”), issued a press release (the “Press Release”) announcing financial
results for the quarter ended September 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form
8-K.
The
information contained herein and in the accompanying exhibits shall not be incorporated by reference into any filing of the Company, whether
made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by
specific reference to such filing. The information in this report, including the exhibit hereto, shall not be deemed to be “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section
or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
|
Exhibit Description |
| 99.1 |
|
Press release dated November 12, 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: November 12, 2026
Exhibit 99.1
NEOVOLTA, INC.
NASDAQ:
NEOV
NeoVolta Reports Financial Results
for Quarter Ended September 30, 2026
Residential revenue rebounds sequentially,
supported by initial third-party ownership platform activity
Pendergrass manufacturing facility
ramp on schedule
Utility-scale $116M Master Purchase
Agreement for products built at the Georgia facility with deliveries anchoring the plant’s 2027 production ramp
San Diego, CA – November 12, 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 the quarter ended September 30, 2026.
Quarter Ended September 30,
2026 Financial Highlights
| • | Revenue was $2.8 million, compared to approximately $13.5 thousand in the previous quarter ended June 30, 2026. The sequential
recovery reflects initial sales of installed residential energy storage projects through the Company’s third-party ownership (“TPO”)
platform. |
| | | |
| • | Gross profit was $1.0 million, or 36.5% of revenue, compared to a gross loss of $1.1 million in the previous quarter ended
June 30, 2026. The return to positive gross profit reflects the higher value of a fully installed project sales compared with a product-sale-only
business model. |
| | | |
| • | GAAP net loss was $7.7 million, or $(0.13) per share, compared to a net loss of $11.7 million, or $(0.24) per share in the
previous quarter ended June 30, 2026. |
| • | Adjusted EBITDA was $(5.5) million, compared to $(8.0) million in the previous quarter ended June 30, 2026. |
| | | |
| • | Cash and cash equivalents were $26.0 million as of September 30, 2026, plus $2.8 million of restricted cash, for total cash,
restricted cash and cash equivalents of $28.8 million. This compares to $22.2 million in cash and cash equivalents and $3.2 million in
restricted cash, for a total of $25.4 million as of June 30, 2026. |
| | | |
| • | During the quarter, the Company closed a $20 million senior secured term loan to support working capital and general corporate purposes.
The facility includes an additional uncommitted amount of up to $10 million, subject to lender agreement. |
Business Highlights
During the quarter ended September 30, 2026, and subsequent to quarter-end,
NeoVolta advanced its domestic manufacturing platform, expanded customer commitments and began generating revenue through its residential
TPO platform.
| • | Pendergrass production ramp underway. The Company is focused on production ramp-up at its Pendergrass, Georgia facility following
its September opening. |
| | | |
| • | Utility-scale pipeline conversion to backlog. The Company signed a $116M master purchase agreement for BESS products built
at the Georgia facility, with deliveries anchoring the plant’s 2027 production ramp. |
| | | |
| • | SK On strategic collaboration. During the quarter, NeoVolta Power announced its strategic supply and manufacturing collaboration
with SK On, including a signed agreement for 9 GWh of U.S.-manufactured lithium iron phosphate (“LFP”) battery cells for delivery
from 2027 through 2031. The collaboration supports the Company’s domestic supply chain strategy and the development of its U.S.
manufacturing platform. |
| | | |
| • | Initial commercial and industrial sales commitments. In October, NeoVolta launched commercial and industrial sales through
an agreement providing for a minimum of $10 million in purchases through 2027. Multiple units are scheduled to ship during the fourth
quarter of calendar 2026, establishing an initial commercial base as the Company expands this business. |
| | | |
| • | Residential Third-Party Ownership (TPO) platform execution. The Company recognized $2.7 million in revenue from the first batch
of residential energy storage projects through its TPO platform during the quarter. This revenue included estimated California Self-Generation
Incentive Program rebates recognized as variable consideration. The TPO platform is intended to support further residential growth and
expansion into commercial and industrial applications. |
“Our focus is straightforward: execute the Pendergrass ramp,
meet customer requirements and convert pipeline to committed backlog,” said Ardes Johnson, Chief
Executive Officer
of NeoVolta. “The backlog from utility-scale and C&I customers and residential recovery going into 2027 give us a more defined
foundation for growth. Our pipeline remains robust, with continued interest in U.S.-made energy storage systems, and our priority is to
deliver against the opportunities we have secured.”
“Our results for the quarter ended September 30, 2026 reflect
initial execution of our residential TPO business model alongside continued investment in our manufacturing platform and operating capabilities,”
said Jing Nealis, Chief Financial Officer of NeoVolta. “We ended the quarter with $28.8 million in cash, restricted
cash and cash equivalents following the completion of our senior secured term loan financing. As we prepare for increased manufacturing
activity, our capital allocation priorities remain focused on working capital, customer delivery requirements and disciplined investment
aligned with our customers demand.”
Conference Call Information
NeoVolta will host a conference call and webcast on Thursday, November
12, 2026, at 5:00 p.m. Eastern Time to discuss its first quarter fiscal 2027 financial and operating results. Management will also discuss
recent operational progress and strategic priorities, followed by a question-and-answer session.
| • | Date: Thursday, November 12, 2026 |
| | | |
| • | Time: 5:00 pm ET |
| | | |
| • | Dial-in: +1 (844) 825-9789 |
| | | |
| • | Webcast and accompanying slide presentation: Registration
Link |
A telephonic replay will be available from 9:00 p.m. Eastern Time on
November 12, 2026, through Thursday, November 26, 2026. To access the replay, dial +1 (844) 512-2921 and enter replay PIN 10213108.
The webcast replay and accompanying presentation will be available
on the Investor Relations section of the Company’s website at neovolta.com/investors.
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.
Cautionary Note Regarding Forward-Looking
Statements
This press release contains forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including
statements regarding the production ramp and commercial production at the Company’s Pendergrass, Georgia facility, the SK Battery
America supply agreement and related pack collaboration, expected recovery in residential volumes, conversion of pipeline opportunities
into binding orders, the Company’s manufacturing agreements and related potential purchase orders and delivery schedules, the Company’s
commercial and industrial sales commitments, the Company’s senior secured term loan facility, and the Company’s growth plans
and strategic priorities. These statements are based on current expectations and assumptions that are subject to risks and uncertainties,
and actual results may differ materially. Factors that could cause actual results to differ include, among others, risks related to the
Company’s manufacturing ramp and facility commissioning, joint venture execution, customer order conversion, residential market
conditions, changes in federal tax policy or IRA incentive programs, supply arrangements including the SK Battery America collaboration,
availability and terms of additional financing, and access to capital, as well as other factors described in the Company’s filings
with the U.S. Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.
The Company undertakes no obligation to update any forward-looking statements, except as required by law.
Non-GAAP Financial Measures
To supplement our financial results presented on a basis in conformity
with generally accepted accounting principles in the United States (“GAAP”), we use the non-GAAP measure: Adjusted EBITDA
which excludes from our GAAP net loss, interest, taxes, depreciation and amortization, as well as other significant expenses including
stock-based compensation that we believe are helpful in understanding our past financial performance. Our non-GAAP financial measures
are not meant to be considered in isolation or as a substitute for comparable GAAP measures and should be read only in conjunction with
our consolidated financial statements prepared in accordance with GAAP.
Management believes that these non-GAAP financial measures reflect
our ongoing business in a manner that allows for meaningful comparisons and analysis of trends in its business, as they exclude expenses
and gains not reflective of ongoing operating results or that may be infrequent and/or unusual in nature. We exclude the nonoperating
credit loss expenses as these costs were non-operational in nature and they are not indicative of our ongoing operational results. We
also adjust for the effect of stock-based compensation expenses noting that such expenses will recur in future periods. Although stock-based
compensation is a key incentive offered to our employees, we continue to evaluate our business performance internally excluding stock-based
compensation expenses.
Management also believes that these non-GAAP financial measures provide
useful information to investors in understanding and evaluating our operating results and future prospects in the same manner as management
and in comparing financial results across accounting periods and to those of peer companies. These non-GAAP measures may not be comparable
to similarly titled measures presented by other companies. In this press release, we have provided a reconciliation of non-GAAP Adjusted
EBITDA to GAAP net loss, the most directly comparable GAAP financial measure, in the tables that follow.
Contacts
NEOV Investors
Bryan Baritot
Alliance Advisors IR
ir@neovolta.com
NEOV Media
Email:
press@neovolta.com
Phone: 800-364-5464
NEOVOLTA, INC.
Consolidated Balance Sheets
(Unaudited)
| | |
| | |
| |
| | |
September 30, | | |
June 30, | |
| | |
2026 | | |
2026 | |
| Assets | |
| | | |
| | |
| Current assets: | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 25,966,018 | | |
$ | 22,201,975 | |
| Restricted cash | |
| 1,901,700 | | |
| 3,150,000 | |
| Accounts receivable, net | |
| 3,342,024 | | |
| 2,945,468 | |
| Inventory, net | |
| 5,907,840 | | |
| 2,133,153 | |
| Prepaid expenses (including prepaid inventory in amounts of $1,357,736 and $931,685, respectively) | |
| 4,259,130 | | |
| 2,145,487 | |
| Contract assets | |
| 1,664,141 | | |
| – | |
| Other current assets | |
| 352,292 | | |
| 272,280 | |
| Total current assets | |
| 43,393,145 | | |
| 32,848,363 | |
| | |
| | | |
| | |
| Construction in progress | |
| 9,848,182 | | |
| 9,602,302 | |
| Leasehold improvements, net | |
| 6,432,986 | | |
| – | |
| Other property and equipment | |
| 1,716,810 | | |
| 323,804 | |
| Net property and equipment | |
| 17,997,978 | | |
| 9,926,106 | |
| | |
| | | |
| | |
| Intellectual property (net of accumulated amortization of $452,910) | |
| 945,590 | | |
| 1,064,641 | |
| | |
| | | |
| | |
| Other assets: | |
| | | |
| | |
| Lease right-of-use assets, net | |
| 7,882,951 | | |
| 8,082,546 | |
| Prepaid service fee under third party platform | |
| 2,847,222 | | |
| 1,631,944 | |
| Restricted cash and other noncurrent assets | |
| 1,038,787 | | |
| 84,347 | |
| | |
| | | |
| | |
| Total assets | |
$ | 74,105,673 | | |
$ | 53,637,947 | |
| | |
| | | |
| | |
| Liabilities and Stockholders’ Equity | |
| | | |
| | |
| Current liabilities: | |
| | | |
| | |
| Accounts payable - other | |
$ | 8,090,653 | | |
$ | 3,590,368 | |
| Accounts payable - related party | |
| 233,910 | | |
| 233,910 | |
| Accrued liabilities | |
| 5,307,857 | | |
| 1,038,936 | |
| Lease liabilities | |
| 735,916 | | |
| 695,269 | |
| Short-term debt payable | |
| 15,073,584 | | |
| 1,120,000 | |
| Derivative liability | |
| 278,362 | | |
| – | |
| Total current liabilities | |
| 29,720,282 | | |
| 6,678,483 | |
| Long-term debt payable | |
| – | | |
| – | |
| Lease liabilities | |
| 7,208,943 | | |
| 7,392,124 | |
| Total liabilities | |
| 36,929,225 | | |
| 14,070,607 | |
| | |
| | | |
| | |
| Commitments and contingencies (Note 7) | |
| | | |
| | |
| | |
| | | |
| | |
| Stockholders’ equity: | |
| | | |
| | |
| Common stock, $0.001 par value, 100,000,000 shares authorized, 59,013,247 shares and 58,308,247 shares issued and outstanding, respectively | |
| 59,013 | | |
| 58,308 | |
| Additional paid-in capital | |
| 92,098,438 | | |
| 86,756,877 | |
| Accumulated deficit | |
| (54,981,003 | ) | |
| (47,247,845 | ) |
| Total stockholders’ equity | |
| 37,176,448 | | |
| 39,567,340 | |
| | |
| | | |
| | |
| Total liabilities and stockholders’ equity | |
$ | 74,105,673 | | |
$ | 53,637,947 | |
NEOVOLTA, INC.
Consolidated Statements of Operations
(Unaudited)
| | |
| | |
| |
| | |
Three Months Ended | |
| | |
September 30, | |
| | |
2026 | | |
2025 | |
| | |
| | |
| |
| Revenues from contracts with customers: | |
$ | 2,786,782 | | |
$ | 6,650,258 | |
| Cost of revenues | |
| 1,768,895 | | |
| 5,073,006 | |
| Gross profit | |
| 1,017,887 | | |
| 1,577,252 | |
| | |
| | | |
| | |
| Operating expenses: | |
| | | |
| | |
| General and administrative | |
| 7,336,224 | | |
| 2,374,668 | |
| Research and development | |
| 766,928 | | |
| 56,912 | |
| Depreciation and amortization | |
| 231,856 | | |
| – | |
| Total operating expenses | |
| 8,335,008 | | |
| 2,431,580 | |
| | |
| | | |
| | |
| Loss from operations | |
| (7,317,121 | ) | |
| (854,328 | ) |
| | |
| | | |
| | |
| Other income (expense): | |
| | | |
| | |
| Interest expense | |
| (521,310 | ) | |
| (389,134 | ) |
| Nonoperating credit loss and other | |
| (28,955 | ) | |
| – | |
| Interest income | |
| 134,228 | | |
| 140 | |
| Total other income (expense) | |
| (416,037 | ) | |
| (388,994 | ) |
| | |
| | | |
| | |
| Net loss | |
$ | (7,733,158 | ) | |
$ | (1,243,322 | ) |
| | |
| | | |
| | |
| Weighted average shares outstanding - basic and diluted | |
| 58,950,149 | | |
| 34,193,531 | |
| | |
| | | |
| | |
| Net loss per share - basic and diluted | |
$ | (0.13 | ) | |
$ | (0.04 | ) |
NEOVOLTA, INC.
Consolidated Statements of Cash Flows
(Unaudited)
| | |
| | |
| |
| | |
Three Months Ended | |
| | |
September 30, | |
| | |
2026 | | |
2025 | |
| Cash flows from operating activities: | |
| | | |
| | |
| Net loss | |
$ | (7,733,158 | ) | |
$ | (1,243,322 | ) |
| Adjustments to reconcile net loss to net cash used in operations: | |
| | | |
| | |
| Stock compensation expense | |
| 1,570,837 | | |
| 466,765 | |
| Amortization of debt discount | |
| 369,200 | | |
| – | |
| Amortization of ROU asset | |
| 199,595 | | |
| 50,965 | |
| Depreciation and amortization expense | |
| 231,856 | | |
| – | |
| Provision for expected credit losses/bad debt expense | |
| 72,232 | | |
| 135,800 | |
| Inventory obsolescence reserve | |
| 20,293 | | |
| – | |
| Loss on derivative | |
| 6,467 | | |
| – | |
| Changes in other assets and liabilities | |
| | | |
| | |
| Accounts receivable | |
| (468,788 | ) | |
| (2,362,338 | ) |
| Inventory | |
| (3,794,980 | ) | |
| 977,697 | |
| Prepaid expenses | |
| (3,328,921 | ) | |
| (410,074 | ) |
| Contract assets | |
| (1,664,141 | ) | |
| – | |
| Other current assets | |
| (166,628 | ) | |
| – | |
| Accounts payable | |
| 4,063,102 | | |
| (491,715 | ) |
| Other asset | |
| (43,042 | ) | |
| – | |
| Accrued liabilities | |
| 4,191,196 | | |
| 433,118 | |
| Lease liability | |
| (142,534 | ) | |
| (50,965 | ) |
| Net cash flows used in operating activities | |
| (6,617,414 | ) | |
| (2,494,069 | ) |
| | |
| | | |
| | |
| Cash flows from investing activities: | |
| | | |
| | |
| Additions to construction in progress | |
| (6,798,661 | ) | |
| – | |
| Additions to other property & equipment | |
| (551,157 | ) | |
| – | |
| Net cash flows used in investing activities | |
| (7,349,818 | ) | |
| – | |
| | |
| | | |
| | |
| Cash flows from financing activities: | |
| | | |
| | |
| Borrowing under secured debt facility (including allocated value of imbedded common stock warrants and derivatives) | |
| 18,648,275 | | |
| – | |
| Borrowings under line of credit | |
| – | | |
| 250,000 | |
| Borrowings under short-term notes payable | |
| – | | |
| 4,199,549 | |
| Repayments of short-term notes payable | |
| (1,120,000 | ) | |
| (2,660,497 | ) |
| Payment of debt financing costs | |
| (133,900 | ) | |
| – | |
| Advance received for stock subscription | |
| – | | |
| 800,000 | |
| Net cash flows provided by financing activities | |
| 17,394,375 | | |
| 2,589,052 | |
| | |
| | | |
| | |
| Net increase in cash and restricted cash | |
| 3,427,143 | | |
| 94,983 | |
| Cash, restricted cash and cash equivalents at beginning of period | |
| 25,351,975 | | |
| 794,836 | |
| Cash, restricted cash and cash equivalents at end of period | |
$ | 28,779,118 | | |
$ | 889,819 | |
| | |
| | | |
| | |
| Supplemental disclosures of cash flow information | |
| | | |
| | |
| Cash paid for interest | |
$ | 13,005 | | |
$ | 290,856 | |
| Cash paid for income taxes | |
| – | | |
| – | |
| | |
| | | |
| | |
| Supplemental disclosures of financing and investing activities | |
| | | |
| | |
| Transfers from construction in progress to other property and equipment | |
$ | 7,387,639 | | |
$ | – | |
| Warrant issued for debt discount | |
| 3,492,781 | | |
| – | |
| Derivative liability recognized on debt issuance | |
| 275,149 | | |
| – | |
| Other equity contribution for services | |
| 319,950 | | |
| – | |
| Deferred debt issuance costs allocated to note and warrant | |
| 217,262 | | |
| – | |
NEOVOLTA, INC.
GAAP to Non-GAAP Reconciliation of Net Loss
to Adjusted EBITDA
(Unaudited)
| | |
| | |
| | |
| |
| | |
Three Months Ended | |
| | |
September 30, | | |
June 30, | |
| | |
2026 | | |
2025 | | |
2026 | |
| | |
| | |
| | |
| |
| Net loss | |
$ | (7,733,158 | ) | |
$ | (1,243,322 | ) | |
$ | (11,660,188 | ) |
| Interest expense | |
| 521,310 | | |
| 389,134 | | |
| 22,097 | |
| Interest income | |
| (134,228 | ) | |
| (140 | ) | |
| (80,125 | ) |
| Depreciation and amortization | |
| 231,856 | | |
| – | | |
| 136,537 | |
| Share-based compensation | |
| 1,570,837 | | |
| 466,765 | | |
| 2,150,677 | |
| Loss on debt exchanges | |
| – | | |
| – | | |
| – | |
| Nonoperating credit loss and other | |
| 28,955 | | |
| – | | |
| 1,430,837 | |
| Adjusted EBITDA | |
$ | (5,514,427 | ) | |
$ | (387,563 | ) | |
$ | (8,000,164 | ) |
