Item 5. Other Information
ITEM 5. OTHER INFORMATION
Effective with the filing of
this Report, the Company has relocated its corporate office to the following address:
NeoVolta, Inc.
12195 Dearborn Place
Poway, CA 92064
The Company’s phone number remains unchanged.
During the period covered by
this Quarterly Report, none of the Company’s directors or executive officers has adopted or terminated a Rule 10b5-1 trading arrangement
or a non-Rule 10b5-1 trading arrangement (each as defined in Item 408 of Regulation S-K under the Securities Exchange Act of 1934, as
amended).
On February 4, 2025, the Company
entered into an agreement with an accredited investor group under which the Company issued a total of 500,000 shares of its common stock
to the investor group at an offering price of $2.00 per share resulting in gross proceeds to the Company in the amount of $1,000,000.
The Company expects to use the proceeds of this private offering to meet working capital needs and for other general corporate purposes.
The issuances were made pursuant to an exemption from registration as set forth in Section 4(a)(2) of the Securities Act and/or Rule 506
of Regulation D promulgated under the Securities Act.
On February 4, 2025, Brent
Willson retired as the Chairman of the Board of Directors and Ardes Johnson, the Company’s chief executive officer, was elected
as a director and as the new Chairman of the Board of Directors. Mr. Johnson will not receive any additional compensation for his service
on the Board and will not serve on any Board committees.
On such date, Col Willson
also informed the Company that he would also retire from his position as Chief Technology Officer of the Company on February 28, 2025.
Upon Col Willson’s retirement, the Company agreed to enter into a consulting agreement with Col Willson for a period of three months
at a monthly fee of $13,750 per month.
Effective February 4, 2025,
the Company’s Board of Directors and Compensation Committee approved an amended and restated employment agreement with Steve Bond,
the Company’s chief financial officer (“CFO”) and a director. The initial term of the employment agreement ends on December
31, 2027 and will be automatically renewable for additional one-year terms unless either party chooses not to renew the agreement. The
agreement provides for an initial base salary of $193,000 and a potential one-time bonus of $40,000. If Mr. Bond’s employment is
terminated at our election without “cause” (as defined in the employment agreement), by Mr. Bond for “good reason”
(as defined in the employment agreement), or if we choose not renew the agreement, Mr. Bond is entitled to receive severance payments
equal to six months of base salary. Pursuant to the agreement, we issued Mr. Bond an award of 240,000 RSUs vesting in four annual installments.
In February 2025, the Company
entered into a referral agreement with a marketing company to market the Company’s products to qualified solar and energy storage
system installers. The term of the referral agreement ends on December 31, 2026. The agreement provides for the issuance of shares of
the Company’s common stock in exchange for reaching specified target levels of product sales, up to a maximum total of 2,000,000
shares for reaching a total of 2,500 units sold and paid for.
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ITEM 6. EXHIBITS
Exhibit No.
Exhibit Description
3.1
Amended and Restated Articles of Incorporation of NeoVolta, Inc. (incorporated by reference to exhibit 2.1 of the Company’s Form 1-A (file no. 024-10942)).
3.2
Second Amended and Restated Bylaws of NeoVolta, Inc. (incorporated by reference to exhibit 3.3 of the Company’s Form S-1 (file no. 333-264275)).
10.1*
Form of Subscription Agreement in February 2025 private offering
10.2 *
Amended and Restated Employment Agreement between NeoVolta, Inc. and Steve Bond dated February 4, 2025
10.3 *
Consulting Agreement between NeoVolta, Inc. and Brent Willson effective March 1, 2025
31.1*
Certification of Principal Executive Officer Pursuant to Section 302 of Sarbanes- Oxley Act of 2002
31.2*
Certification of Principal Financial Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002
32.1*
Certification of Principal Executive Officer Pursuant to Section 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*
Certification of Principal Financial Officer Pursuant to Section 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS *
Inline XBRL Instance Document
101.SCH *
Inline XBRL Taxonomy Extension Schema Document
101.CAL *
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF *
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB *
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE *
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
______________________
* Filed herewith.
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SIGNATURES
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, thereunto
duly authorized.
NEOVOLTA, INC.
February 7, 2025
/s/ H. Ardes Johnson
H. Ardes Johnson
Chief Executive Officer
(Principal Executive Officer)
February 7, 2025
/s/ Steve Bond
Steve Bond
Chief Financial Officer
(Principal Financial/Accounting
Officer)
24
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.