NeoVolta Inc. 10-K

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Since July 28, 2022, our common stock and Warrants have been listed on the NASDAQ Capital Market (“Nasdaq”) under the symbols “NEOV” and “NEOVW,” respectively. From October 2019 to July 27, 2022, our common stock was quoted on the OTCQB Marketplace (the “OTCQB”) under the symbol “NEOV.” Holders As of September 27, 2022, there were approximately 120 holders of record of our common stock. The number of record holders does not include beneficial owners of common stock whose shares are held in the names of banks, brokers, nominees or other fiduciaries. Dividends We have never paid any cash dividends on our common stock. We currently anticipate that we will retain all future earnings for use in our business. Consequently, we do not anticipate paying any cash dividends in the foreseeable future. The payment of dividends in the future will depend upon our results of operations, as well as our short term and long-term cash availability, working capital, working capital needs, and other factors as determined by our Board of Directors. Recent Sales of Unregistered Securities In October 2021, we completed a private placement of convertible notes in aggregate principal amount of $1,068,000 to accredited investors. In conjunction with the public offering we completed in August 2022, all holders of the convertible notes converted their debt into a total of 267,000 shares of common stock at the stated conversion rate. The securities were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder. In December 2021, we issued 104,165 shares of our common stock to four advisors as compensation for advisory board services provided to the Company. The securities were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder. In March 2022, we issued 1,000,000 of previously earned shares of our common stock to Canmore International as payment for reaching certain milestones under a compensation contract. At that time, we also issued 75,000 shares earned by a director and an attorney, and 8,568 shares to PMP Energy as payment for reaching certain volume thresholds pursuant to a distribution agreement. The securities were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. 22 Use of Proceeds from Registered Offering On August 1, 2022, we completed our public offering of our common stock and Warrants, and on August 5, 2022, the underwriters of the offering exercise the over-allotment option in connection with such offering. Pursuant to the offering, we issued and sold 1,121,250 shares of our common stock and 1,121,250 Warrants to purchase our common stock at a price to the public of $4.00 per share. All of the shares of common stock, Warrants and shares of common stock underlying the Warrants were registered under the Securities Act pursuant to a registration statement on Form S-1 (Registration No. 333-264275), which was declared effective by the SEC on July 27, 2022. We received net proceeds of approximately $3,855,000, after deducting underwriting discounts and commissions and offering expenses borne by us of approximately $630,000. None of the expenses incurred by us were direct or indirect payments to any of (i) our directors or officers or their associates, (ii) persons owning 10% or more of our common stock, or (iii) our affiliates. There has been no material change in the planned use of proceeds from our offering as described in our final prospectus filed with the SEC on July 29, 2022 pursuant to Rule 424(b)(4). Maxim Group, LLC acted as sole book-running manager for the offering. The offering commenced on July 27, 2022 and did not terminate before all securities registered in the registration statement were sold. ITEM 6. [RESERVED] 23