What changed in this filing

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Item 9A. Controls and Procedures

2025-09-29 compared with 2024-09-27 · 48 added, 72 removed, 153 unchanged (44% of the section changed)

28 unchanged sentences

Financial Reporting

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.

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, 2025.

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 there was a material weakness in our internal controls over financial reporting 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.

Accordingly, our

internal controls over financial reporting were not effective as of June 30, 2025.

Our independent registered

6 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.

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, 2025.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS

3 unchanged sentences

CORPORATE GOVERNANCE

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.

information required by this item is incorporated by reference to our proxy statement for the 2025 Annual Meeting of Stockholders to be

filed with the Securities and Exchange Commission within 120 days of the fiscal year ended June 30, 2025 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” within the “Investors” section.

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

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.

information required by this item is incorporated by reference to our proxy statement for the 2025 Annual Meeting of Stockholders to be

filed with the Securities and Exchange Commission within 120 days of the fiscal year ended June 30, 2025 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

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.

information required by this item is incorporated by reference to our proxy statement for the 2025 Annual Meeting of Stockholders to be

filed with the Securities and Exchange Commission within 120 days of the fiscal year ended June 30, 2025 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

securities to be

average exercise

securities (by

Number of securities to be

average exercise price

Number of securities

(by class) remaining

available for future

2 unchanged sentences

plans (excluding

securities reflected

in column (a))

securities reflected in

Equity compensation plans approved by security holders (1)

Equity compensation plans not approved by security holders (2)

Represents shares of common stock issuable upon exercise of outstanding restricted stock units under our 2019 Stock Plan.

Consists of warrants issued to underwriters.

CERTAIN RELATIONSHIPS AND RELATED

TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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.

information required by this item is incorporated by reference to our proxy statement for the 2025 Annual Meeting of Stockholders to be

filed with the Securities and Exchange Commission within 120 days of the fiscal year ended June 30, 2025 and is incorporated into this

Annual Report on Form 10-K by reference.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

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.

information required by this item is incorporated by reference to our proxy statement for the 2025 Annual Meeting of Stockholders to be

filed with the Securities and Exchange Commission within 120 days of the fiscal year ended June 30, 2025 and is incorporated into this

Annual Report on Form 10-K by reference.

EXHIBITS AND FINANCIAL STATEMENTS

25 unchanged sentences

333-264275)).

Form of Underwriter’s Warrant issued in July 2022 offering (incorporated by reference to exhibit 4.5 of the Company’s Form S-1 (file no.

333-264275)).

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.

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)

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)

2019 Stock Plan (as amended and restated) (incorporated by reference to exhibit 10.1 of the Company’s Form 8-K filed December 10, 2024)

Amended and Restated Employment Agreement between NeoVolta, Inc.

and Steve Bond dated February 4, 2025 (incorporated by reference to exhibit 10.2 of the Company’s Form 10-Q filed February 7, 2025)

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

5 unchanged sentences

333-264275)).

Consent to Sublease dated August 16, 2021 between NeoVolta, Inc.

and ConnectPV, Inc .

(incorporated by reference to exhibit 10.9 of the Company’s Form S-1 (file no.

333-264275)).

Independent Director Agreement, dated April 11, 2022, by and between NeoVolta, Inc.

4 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)

and each of 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

Insider Trading Policy (incorporated by reference to exhibit 19.1 to the Company’s Form 10-K filed September 27, 2024)

Consent of MaloneBailey, LLP.

6 unchanged sentences

NeoVolta, Inc.

Restatement Recoupment Policy

Restatement Recoupment Policy (incorporated by reference to exhibit 97.1 to the Company’s Form 10-K filed September 27, 2024)

Inline XBRL Instance Document

25 unchanged sentences

and on the dates indicated.

/s/ Brent Willson

Chairman, Chief Technology Officer, and

September 27, 2024

Brent Willson.

/s/ Ardes Johnson

Chief Executive Officer

Chief Executive Officer and Director

September 29, 2025

5 unchanged sentences

(Principal Financial & Accounting Officer)

/s/ James Amos

/s/ Chandler Weeks

September 29, 2025

Chandler Weeks

/s/ Susan Snow

3 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