What changed in this filing

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Item 9A. Controls and Procedures

2024-09-27 compared with 2023-09-22 · 66 added, 45 removed, 159 unchanged (41% of the section changed)

28 unchanged sentences

Financial Reporting

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 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 June 30, 2024.

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, 2024 largely due to our relatively

small number of employees rendering a full segregation of various accounting control and financial reporting duties, which

includes multiple levels of review, impractical.

Our independent registered

public accounting firm will not be required to formally attest to the effectiveness of our internal controls over financial reporting

for as long as we are an “emerging growth company” pursuant to the provisions of the JOBS Act.

for as long as we are an “emerging growth company” or a “non-accelerated filer.”

Changes in Internal Controls

3 unchanged sentences

OTHER INFORMATION.

To our knowledge,

no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement”

or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K, during the three months

ended June 30, 2024.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS

3 unchanged sentences

CORPORATE GOVERNANCE

information required by this item is incorporated by reference to our proxy statement for the 2023 Annual Meeting of Stockholders to be

filed with the Securities and Exchange Commission within 120 days of the fiscal year ended June 30, 2023 and is incorporated into this

Annual Report on Form 10-K by reference.

Board of Directors has adopted a written Code of Business Conduct and Ethics applicable to all officers, directors and employees, which

is available on our website (www.neovolta.com) under “Governance Documents” within the “Corporate Governance”

We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendment to, or waiver from, a provision

of this Code and by posting such information on the website address and location specified above.

The information required by

this item is incorporated by reference to our proxy statement for the 2024 Annual Meeting of Stockholders to be filed with the Securities

and Exchange Commission within 120 days of the fiscal year ended June 30, 2024 and is incorporated into this Annual Report on Form 10-K

by reference.

Our Board of Directors has

adopted a written Code of Business Conduct and Ethics applicable to all officers, directors and employees, which is available on our website

(www.neovolta.com) under “Governance” within the “Investors” section.

We intend to satisfy the disclosure requirement

under Item 5.05 of Form 8-K regarding amendment to, or waiver from, a provision of this Code by posting such information on the website

address and location specified above.

EXECUTIVE COMPENSATION

information required by this item is incorporated by reference to our proxy statement for the 2023 Annual Meeting of Stockholders to be

filed with the Securities and Exchange Commission within 120 days of the fiscal year ended June 30, 2023 and is incorporated into this

Annual Report on Form 10-K by reference.

The information required by

this item is incorporated by reference to our proxy statement for the 2024 Annual Meeting of Stockholders to be filed with the Securities

and Exchange Commission within 120 days of the fiscal year ended June 30, 2024 and is incorporated into this Annual Report on Form 10-K

by reference.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

information required by this item is incorporated by reference to our proxy statement for the 2023 Annual Meeting of Stockholders to be

filed with the Securities and Exchange Commission within 120 days of the fiscal year ended June 30, 2023 and is incorporated into this

Annual Report on Form 10-K by reference.

The information required by

this item is incorporated by reference to our proxy statement for the 2024 Annual Meeting of Stockholders to be filed with the Securities

and Exchange Commission within 120 days of the fiscal year ended June 30, 2024 and is incorporated into this Annual Report on Form 10-K

by reference.

Securities Authorized for Issuance under Equity Compensation Plans

2 unchanged sentences

Plan category

Number of securities to be

average exercise price

Number of securities

(by class) remaining

securities to be

average exercise

securities (by

available for future

2 unchanged sentences

plans (excluding

securities reflected in

securities reflected

in column (a))

Equity compensation plans approved by security holders (1)

4 unchanged sentences

TRANSACTIONS, AND DIRECTOR INDEPENDENCE

information required by this item is incorporated by reference to our proxy statement for the 2023 Annual Meeting of Stockholders to be

filed with the Securities and Exchange Commission within 120 days of the fiscal year ended June 30, 2023 and is incorporated into this

Annual Report on Form 10-K by reference.

The information required by

this item is incorporated by reference to our proxy statement for the 2024 Annual Meeting of Stockholders to be filed with the Securities

and Exchange Commission within 120 days of the fiscal year ended June 30, 2024 and is incorporated into this Annual Report on Form 10-K

by reference.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

information required by this item is incorporated by reference to our proxy statement for the 2023 Annual Meeting of Stockholders to be

filed with the Securities and Exchange Commission within 120 days of the fiscal year ended June 30, 2023 and is incorporated into this

Annual Report on Form 10-K by reference.

The information required by

this item is incorporated by reference to our proxy statement for the 2024 Annual Meeting of Stockholders to be filed with the Securities

and Exchange Commission within 120 days of the fiscal year ended June 30, 2024 and is incorporated into this Annual Report on Form 10-K

by reference.

EXHIBITS AND FINANCIAL STATEMENTS

31 unchanged sentences

Employment Agreement between NeoVolta, Inc.

and Brent Willson dated February 23, 2022

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

1-SA for the fiscal semi-annual period ended December 31, 2021, filed on March 28, 2022)

and Brent Willson dated February 23, 2022 (incorporated by reference to exhibit 6.5 of the Company’s Form 1-SA for the fiscal semi-annual period ended December 31, 2021, filed on March 28, 2022)

Employment Agreement between NeoVolta, Inc.

and Steve Bond dated February 23, 2022

(incorporated by reference to exhibit 6.6 of the Company’s Form

1-SA for the fiscal semi-annual period ended December 31, 2021, filed on March 28, 2022)

and Steve Bond dated February 23, 2022 (incorporated by reference to exhibit 6.6 of the Company’s Form 1-SA for the fiscal semi-annual period ended December 31, 2021, filed on March 28, 2022)

Distribution Agreement, dated as of October 7, 2019, between NeoVolta, Inc.

19 unchanged sentences

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)

Employment Agreement between NeoVolta, Inc.

and Ardes Johnson dated April 19, 2024 (incorporated by reference to exhibit 10.1 to the Company’s Form 8-K filed April 24, 2024)

Amendment to Employment Agreement between NeoVolta, Inc.

and Brent Willson dated April 22, 2022 (incorporated by reference to exhibit 10.2 to the Company’s Form 8-K filed April 24, 2024)

Line of Credit Agreement between NeoVolta, Inc.

and National Energy Modelers, Inc., dated September 3, 2024 (incorporated by reference to exhibit 10.1 to the Company’s Form 8-K filed September 4, 2024)

Insider Trading Policy

Consent of MaloneBailey, LLP

5 unchanged sentences

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

NeoVolta, Inc.

Restatement Recoupment Policy

Inline XBRL Instance Document

17 unchanged sentences

NEOVOLTA, INC.

/s/ Brent Willson

Brent Willson

Chief Executive Officer, President and Director

/s/ Ardes Johnson

Ardes Johnson

Chief Executive Officer

(Principal Executive Officer)

4 unchanged sentences

/s/ Brent Willson

Chief Executive Officer, President, and Director

Chairman, Chief Technology Officer, and

September 27, 2024

Brent Willson.

/s/ Ardes Johnson___________________

Chief Executive Officer

September 27, 2024

Ardes Johnson.

(Principal Executive Officer)

10 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