NeoVolta (NEOV) sets $40M commitment for Georgia battery storage manufacturing JV

Rhea-AI Filing Summary

NeoVolta, Inc. entered into an Operating Agreement and a related Contribution Agreement to form NeoVolta Power, LLC, a Delaware company created to jointly own and operate a domestic battery energy storage manufacturing facility in Georgia. NeoVolta, NPJV MANAGER LLC and Can Current Corporation will be members of the new venture.

NeoVolta agreed to provide up to $40,000,000 in capital contributions in exchange for 60 Class A Membership Interests, with $15.0 million scheduled based on the Company’s working capital needs. CCC and NMC will receive 20 Class B Membership Interests each for technical and management services, with vesting dependent on separate services agreements that must be executed by March 31, 2026 or the related interests revert to the Company.

A five‑member Board of Managers, with three managers designated by NeoVolta and two by NMC, will govern the venture. The agreements address capital contribution defaults, income and cash distribution policies, restrictions on transfers, protections related to foreign entity compliance, and potential dissolution events, giving structure to how the manufacturing business will be funded, managed, and eventually wound down if necessary.

Insights

Equity & JV Structures Analyst

NeoVolta commits up to $40,000,000 to a Georgia battery storage manufacturing joint venture with defined governance and capital rules.

The agreements create NeoVolta Power, LLC as a dedicated vehicle to build and operate a domestic battery energy storage manufacturing facility in Georgia. NeoVolta receives 60 Class A Membership Interests for up to $40,000,000 of capital, while NPJV MANAGER LLC and Can Current Corporation each receive 20 Class B Membership Interests tied to management and technical services, respectively. This sets a clear split between capital provider and service-focused members.

The structure embeds performance and funding discipline. CCC and NMC’s Class B interests vest only if separate Technical Services and Management Services Agreements are executed by March 31, 2026; otherwise, those interests revert to the Company. If NeoVolta does not fully fund its commitments, other members can supply capital and NeoVolta’s Class A stake and management rights shrink on a dollar‑for‑dollar basis. An anticipated Asset Purchase Agreement for about $12,000,000 of equipment from CCC would help equip the facility but will be detailed separately.

Governance is formalized through a five‑member Board of Managers, with NeoVolta designating three managers and NMC two. The Operating Agreement outlines approval of annual and quarterly budgets, allocation of net income and loss pro rata to ownership percentages, and at least annual cash distributions. It also adds restrictions on transfers, FEOC‑related limitations, tag‑along rights, and a call option if a member is deemed a Prohibited Foreign Entity, plus defined dissolution triggers such as unanimous member decision or sale of substantially all assets.

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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): January 13, 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 1.01 Entry into a Material Definitive Agreement.

On January 13, 2026, NeoVolta Inc., a Nevada corporation (the “NeoVolta”), NeoVolta Power, LLC, NPJV MANAGER LLC (“NMC”), and Can Current Corporation (“CCC”) entered into the Operating Agreement of NeoVolta Power, LLC (the “Operating Agreement”). The Operating Agreement governs the formation, management, capital structure, and operations of NeoVolta Power, LLC, a Delaware limited liability company (the “Company”), established for the purpose of jointly owning and operating a domestic battery energy storage manufacturing facility in the State of Georgia. On January 13, 2026, the Company, NeoVolta, NMC, and CCC also entered into a Contribution Agreement (the “Contribution Agreement”) in connection with the formation of the Company and the transfer of certain assets and services among the parties. Pursuant to the Contribution Agreement and concurrently executed Operating Agreement, each of NeoVolta, NMC, and CCC (collectively, the “Members”) agreed to contribute specified assets and services to the Company in exchange for membership interests (the “Membership Interests”) as set forth in the Operating Agreement and the Contribution Agreement.

Under the terms of the Contribution Agreement, NeoVolta agreed to contribute capital contributions up to $40,000,000, in exchange for 60 Class A Membership Interests in the Company. CCC agreed to provide certain technical services related to battery energy storage system manufacturing, the terms of which are to be finalized in a separate Technical Services Agreement, in exchange for 20 Class B Membership Interests, with vesting of such interests contingent upon execution of the Technical Services Agreement with long-term vesting to be elaborated on therein. NMC agreed to provide management services, the terms of which are to be finalized in a separate Management Services Agreement, in exchange for 20 Class B Membership Interests, with vesting of such interests contingent upon execution of the Management Services Agreement with long-term vesting to be elaborated on therein. If either the Technical Services Agreement or the Management Services Agreement is not executed by March 31, 2026, the applicable Class B Membership Interests will revert to the Company. If NeoVolta fails to timely fund all or any portion of its required capital contributions under the Contribution Agreement, the other Members may source such capital and NeoVolta’s Class A Membership Interests will be proportionally reduced on a dollar-for-dollar basis, and NeoVolta may lose its management rights under the Operating Agreement until such capital contributions are satisfied.

The Contribution Agreement also contemplates the negotiation and execution of an Asset Purchase Agreement between the Company and CCC for the sale of certain manufacturing equipment and related services for approximately $12,000,000. The terms of this transaction are to be set forth in a separate agreement.

Under the Operating Agreement, a Board of Managers (“Board”) is established as the governing body of the Company, consisting of five Managers—three designated by NeoVolta and two by NMC. The Agreement sets forth the procedures for capital contributions, including the schedule and conditions for NeoVolta's $40,000,000 contribution, and provides remedies in the event of a Member’s default in making required contributions. The Board is responsible for approving annual and quarterly budgets, with $15.0 million of NeoVolta’s capital contributions scheduled according to the Company’s working capital needs. Allocations of net income, net loss, and distributions are made pro rata in accordance with each Member's percentage of Membership Interests, subject to regulatory and special allocations required by applicable Treasury Regulations. Distributions of available cash are made at least annually, and Members are subject to tax withholding obligations and indemnification requirements for any taxes imposed on the Company due to their interests.

The Operating Agreement includes comprehensive governance provisions, including restrictions on the transfer of Membership Interests, with transfers generally requiring the consent of other Members and subject to limitations designed to preserve the Company’s compliance with Foreign Entity of Concern (“FEOC”) requirements and other regulatory restrictions. The Company and Members are granted tag-along rights in the event of a sale of a majority of Class A Units, and the Company holds a call option to purchase the Units of any Member determined to be a Prohibited Foreign Entity (“PFE”). Dissolution of the Company may occur upon unanimous Member determination, bankruptcy or dissolution of a Member, sale of substantially all assets, or judicial decree, with liquidation and distribution procedures specified in accordance with Delaware law.

Copies of the Operating Agreement and Contribution Agreement are filed with this Current Report on Form 8-K as exhibit 10.1 and 10.2, respectively, and are incorporated herein by reference. The foregoing descriptions of the Operating Agreement and Contribution Agreement are qualified in their entirety by reference to the full text thereof.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Exhibit Description
10.1	Operating Agreement among NeoVolta Power, LLC and the Members dated January 13, 2026
10.2	Contribution Agreement among NeoVolta Power, LLC and the Members dated January 13, 2026
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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: January 16, 2026

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FAQ

What new venture did NeoVolta (NEOV) form according to this 8-K?

NeoVolta formed NeoVolta Power, LLC, a Delaware limited liability company established to jointly own and operate a domestic battery energy storage manufacturing facility in the State of Georgia. The venture is governed by a new Operating Agreement among NeoVolta, NPJV MANAGER LLC and Can Current Corporation.

How much capital is NeoVolta committing to NeoVolta Power, LLC?

Under the Contribution Agreement, NeoVolta agreed to contribute capital contributions up to $40,000,000 in exchange for 60 Class A Membership Interests. The Operating Agreement specifies procedures and schedules for these capital contributions, including $15.0 million to be funded according to the Company’s working capital needs.

What do NPJV MANAGER LLC and Can Current Corporation receive in the NeoVolta joint venture?

NPJV MANAGER LLC and Can Current Corporation each agreed to provide services rather than capital. CCC will provide technical services related to battery energy storage system manufacturing and is allocated 20 Class B Membership Interests. NMC will provide management services and is also allocated 20 Class B Membership Interests. Vesting of these Class B interests depends on execution of separate Technical Services and Management Services Agreements.

What happens if the services agreements or capital contributions are not completed?

If either the Technical Services Agreement or Management Services Agreement is not executed by March 31, 2026, the related Class B Membership Interests revert to the Company. If NeoVolta does not make its required capital contributions, the other members may provide that capital instead, NeoVolta’s Class A Membership Interests are reduced proportionally on a dollar‑for‑dollar basis, and NeoVolta may lose its management rights until its contributions are brought current.

How is NeoVolta Power, LLC governed and how are profits shared?

The Operating Agreement establishes a five‑member Board of Managers, with three managers designated by NeoVolta and two by NMC. The Board approves annual and quarterly budgets. Net income, net loss and cash distributions are allocated pro rata based on each member’s percentage of Membership Interests, subject to regulatory and special allocations under applicable Treasury Regulations. Distributions of available cash are made at least annually.

Are there transfer restrictions or regulatory protections in the NeoVolta joint venture?

Yes. The Operating Agreement includes restrictions on transferring Membership Interests, generally requiring consent of the other members. It also incorporates limitations to maintain compliance with Foreign Entity of Concern requirements and other regulatory restrictions, provides tag‑along rights if a majority of Class A Units are sold, and grants the Company a call option to purchase Units of any member determined to be a Prohibited Foreign Entity.

Under what circumstances can NeoVolta Power, LLC be dissolved?

Dissolution may occur upon unanimous determination by all members, bankruptcy or dissolution of a member, sale of substantially all of the Company’s assets, or a judicial decree. The Operating Agreement specifies the procedures for liquidating and distributing assets in accordance with Delaware law if dissolution occurs.