What changed in this filing

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Item 9A. Controls and Procedures

2023-09-22 compared with 2022-09-27 · 32 added, 38 removed, 172 unchanged (29% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures.

Our management, including our Chief Executive Officer, who is our principal

executive officer, and our Chief Financial Officer, who is our principal financial officer, has evaluated the effectiveness of the design

and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of June

30, 2022, the end of the period covered by this Report.

Based on this evaluation, our Chief Executive Officer and our Chief Financial

Officer, concluded that, as a result of a material weakness relating to the lack of segregation of duties, our disclosure controls and

procedures were not effective as of June 30, 2022.

Due to our size and nature, segregation of all conflicting duties may not always be

possible and may not be economically feasible.

We will be required to hire additional personnel in order to remediate our material weakness.

Our management, including

our Chief Executive Officer, who is our principal executive officer, and our Chief Financial Officer, who is our principal financial officer,

has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and

15d-15(e) under the Exchange Act), as of June 30, 2023, the end of the period covered by this Report.

Based on this evaluation, our Chief

Executive Officer and our Chief Financial Officer, concluded that our disclosure controls and procedures were not effective as of June

30, 2023, largely due to our relatively small number of employees rendering a full segregation of various disclosure control duties impractical.

Inherent Limitations over Controls

18 unchanged sentences

Financial Reporting

This annual report does not

include a report of management’s assessment regarding internal control over financial reporting or an attestation report of the

company’s registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission

for newly public companies.

principal executive officer and our principal accounting and financial officer, are responsible for establishing and maintaining adequate

internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).

Management conducted an assessment

of the effectiveness of our internal control over financial reporting as of December 31, 2021.

In making this assessment, management used

the criteria described in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway

Commission (COSO).

Our management concluded that our internal controls over financial reporting were not effective as of June 30,

2023 largely due to our relatively small number of employees rendering a full segregation of various accounting control and financial

reporting duties impractical.

Our independent registered

31 unchanged sentences

Plan category

Number of securities to be issued upon

exercise of outstanding

options, warrants and

Weighted-average exercise price of

outstanding options,

warrants and rights

Number of securities to be

average exercise price

Number of securities

3 unchanged sentences

equity compensation

plans (excluding securities reflected

plans (excluding

securities reflected in

Equity compensation plans approved by security holders (1)

14 unchanged sentences

All Financial Statements

The consolidated financial

statements and notes are included herein under “Part II-Item 8.

The financial statements and

notes are included herein under “Part II-Item 8.

Financial Statements and Supplementary Data”.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

6 unchanged sentences

All schedules are omitted

because they are inapplicable or not required or the required information is shown in the consolidated financial statements or notes thereto.

because they are inapplicable or not required or the required information is shown in the financial statements or notes thereto.

Exhibits required by Item 601 of Regulation S-K

2 unchanged sentences

(incorporated by reference to exhibit 2.1 of the Company’s Form 1-A (file no.

Amended and Restated Bylaws of NeoVolta, Inc.

(incorporated by reference to exhibit 2.2 of the Company’s Form 1-A (file no.

Second Amended and Restated Bylaws of NeoVolta, Inc.

7 unchanged sentences

333-264275)).

Description of the Company’s Securities

Description of the Company’s Securities (incorporated by reference to exhibit 4.6 to the Company’s Form 10-K filed September 27, 2022).

NeoVolta, Inc.

2019 Stock Plan (incorporated by reference to exhibit 6.4 of the Company’s Form 1-A (file no.

Amended and Restated Independent Contractor Agreement between NeoVolta, Inc.

and Canmore International Inc.

dated January 1, 2020 (incorporated by reference to exhibit 6.1 of the Company’s Form 1-K for the year ended June 30, 2020 filed October 2, 2020)

Amended and Restated Independent Contractor Agreement between NeoVolta, Inc.

and Steve Bond dated October 4, 2021 (incorporated by reference to exhibit 6.2 of the Company’s Form 1-K for the year ended June 30, 2020 filed October 2, 2020)

Employment Agreement between NeoVolta, Inc.

and Brent Willson dated January 1, 2019 (incorporated by reference to exhibit 6.3 of the Company’s Form 1-A (file no.

Employment Agreement between NeoVolta, Inc.

and Brent Willson dated

February 23, 2022

and Brent Willson dated February 23, 2022

(incorporated by reference to exhibit 6.5 of the Company’s Form

21 unchanged sentences

333-264275))..

Independent Director Agreement, dated July 1, 2022, by and between NeoVolta, Inc.

and James Amos (incorporated by reference to exhibit 10.12 to the Company’s Form 10-K filed September 27, 2022).

Form of Amendment to Independent Director Agreement, dated November 4, 2022, by and between NeoVolta, Inc.

and each of James Amos, John Hass and Susan Snow (incorporated by reference to exhibit 10.13 to the Company’s Form 10-Q filed November 10, 2022)

Consent of MaloneBailey, LLP.

Certification of Principal Executive Officer Pursuant to Section 302 of Sarbanes- Oxley Act of 2002

11 unchanged sentences

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

______________________

+ Management contract or compensatory plan or arrangement.

34 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures