What changed in this filing

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Item 5. Other Information

2026-05-15 compared with 2026-02-13 · 82 added, 10 removed, 42 unchanged (69% of the section changed)

3 unchanged sentences

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

2026, the Company entered into a Consulting Services Agreement (the “Consulting Agreement”) with Infinite Grid Capital, LP,

a Delaware limited partnership (“IGC”), pursuant to which the Company engaged IGC to provide offtake origination and related

advisory services in connection with the Company’s battery energy storage manufacturing operations being undertaken through NeoVolta

Power, LLC, a Delaware limited liability company (the “Joint Venture”).

Consulting Agreement, IGC has provided, and will continue to provide, strategic advisory services to the Company, including services previously

rendered in connection with the formation and development of the Joint Venture (the “Pre-Signing Services”) and ongoing offtake

origination services (the “Offtake Services”).

The Offtake Services include identifying and evaluating potential offtake counterparties,

advising on the structuring of offtake arrangements and assisting in the negotiation of term sheets, letters of intent and definitive

offtake agreements.

As consideration

for the Pre-Signing Services, the Offtake Services and the entry into the Consulting Agreement, the Company will issue IGC 500,000 shares

of the Company’s common stock (the “Signing Fee”).

In addition, IGC is entitled to receive a success fee (the “Offtake

Fee”) for each qualifying offtake agreement attributable to IGC’s direct and material causal contribution, calculated as a

percentage of gross revenue received by the Company for energy storage equipment and associated hardware under the applicable offtake

agreement (“Project Equipment Revenue”), as follows:

(i) 5.0% for projects with contracted capacity of less than 100 MWh;

(ii) 4.0% for projects with contracted capacity of 100 MWh or greater but less than 250 MWh;

and (iii) 3.0% for projects with contracted

capacity of 250 MWh or greater.

The maximum Offtake Fee payable with respect to any single offtake agreement is $3,000,000, and multiple

offtake agreements with the same counterparty or as part of a single project are aggregated for purposes of determining applicable capacity

thresholds and fee percentages.

Each Offtake Fee is payable, at the mutual election of the Company and IGC, in cash, shares of Company

common stock (or prefunded warrants), or a combination thereof.

If payable in shares, the number of shares is determined by dividing the

applicable Offtake Fee by the “Minimum Price” calculated in accordance with Nasdaq Listing Rule 5635(d) as of the applicable

determination date.

To the extent that any issuance of common stock would cause IGC to beneficially own in excess of 4.9% of the outstanding

shares of common stock, such excess shares will instead be issued in the form of prefunded warrants, each with an exercise price of $0.001

per share, exercisable immediately upon issuance and containing a 9.9% beneficial ownership limitation.

The shares of common stock are

being and will be issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as

The Consulting

Agreement provides IGC with piggyback registration rights with respect to all shares of common stock and other equity securities held

by IGC or its affiliates that are not then registered for resale.

In addition, the Company is required to file a registration statement

covering the resale of the Signing Fee shares and cause such registration statement to be declared effective by no later than June 30,

The Consulting

Agreement continues until completion of the services, unless earlier terminated by either party upon 45 days’ prior written notice

or for material breach (subject to a 30-day cure period).

Following termination or expiration, IGC is entitled to an Offtake Fee with

respect to offtake agreements executed within 90 days with counterparties first introduced by IGC during the term and identified on a

written list delivered by IGC prior to the effective date of termination.

On May 12, 2026, the Company also entered into a Letter Agreement

(the “Letter Agreement”) with IGC, pursuant to which the Company granted IGC certain preemptive rights, registration rights,

and board observation rights.

During the period ending December 31, 2027, IGC has a preemptive right to participate in any financing

by the Company, the proceeds of which are intended to fund any capital contribution to the Joint Venture, on the same terms and conditions

as such financing is offered to other investors.

The preemptive rights do not apply to the Company’s use of its at-the-market facility

to raise capital for ongoing corporate obligations (excluding Joint Venture-related obligations) in an amount not to exceed $1,000,000

per quarter, or to financings for acquisitions or strategic transactions unrelated to the Joint Venture.

The Company is required to file

a registration statement covering the resale of the common stock acquired by IGC in the Company’s private placement that was completed

in February 2026, and to cause such registration statement to be declared effective by no later than June 30, 2026.

IGC has the right,

upon written notice to the Company, to designate a representative to attend all board and committee meetings as a non-voting observer,

with the same notice of meetings and access to materials provided to directors.

The Letter Agreement terminates at such time as IGC holds

fewer than 250,000 shares purchased pursuant to the private placement that was completed in February 2026.

Exhibit Description

Purchase Agreement dated October 1, 2025 by and among NeoVolta, Inc., Neubau Energy Inc.

and the shareholders of Neubau Energy Inc.

(incorporated by reference to exhibit 2.1 of the Company’s Form 8-K filed October 7, 2025)

Amended and Restated Articles of Incorporation of NeoVolta, Inc.

3 unchanged sentences

333-264275)).

Employment Agreement dated October 1, 2025 between NeoVolta, Inc.

and Amany Ibrahim (incorporated by reference to exhibit 10.1 of the Company’s Form 8-K filed October 7, 2025)

Employment Agreement dated October 1, 2025 between NeoVolta, Inc.

Thomas Enzendorfer (incorporated by reference to exhibit 10.2 of the Company’s Form 8-K filed October 7, 2025)

Form of Subscription A greement in December 2025 private offering

Operating Agreement among NeoVolta Power, LLC and the Members dated January 13, 2026 (incorporated by reference to exhibit 10.1 of the Company’s Form 8-K filed January 20, 2026)

2 unchanged sentences

and the Purchasers, dated January 22, 2026 (incorporated by reference to exhibit 10.1 of the Company’s Form 8-K filed January 23, 2026)

Technical Services Agreement between NeoVolta Power, LLC and Can Current Corporation, dated March 20, 2026

Form of Subscription Agreement in $2.50 private offering (incorporated by reference to exhibit 10.3 of the Company’s Form 10-Q filed February 13, 2026)

Form of RSU Cancellation Agreement, by and among NeoVolta, Inc.

and each of Ardes Johnson and Steve Bond, dated February 23, 2026 (incorporated by reference to exhibit 10.1 of the Company’s Form 8-K filed February 25, 2026)

Sales Agreement, dated March 27, 2026, by and between NeoVolta, Inc.

and Needham & Company, LLC (incorporated by reference to exhibit 1.1 of the Company’s Form 8-K filed March 27, 2026)

First Amendment to Employment Agreement dated March 26, 2026 between NeoVolta, Inc.

and Steve Bond (incorporated by reference to exhibit 10.1 of the Company’s Form 8-K filed March 27, 2026)

Amended and Restated Operating Agreement of NeoVolta Power, LLC, dated April 15, 2026 (incorporated by reference to exhibit 10.1 of the Company’s Form 8-K filed April 21, 2026)

First Amendment to Contribution Agreement, dated April 15, 2026 (incorporated by reference to exhibit 10.2 of the Company’s Form 8-K filed April 21, 2026)

Asset Purchase Agreement between Can Current Corporation and NeoVolta Power, LLC, dated April 15, 2026 (incorporated by reference to exhibit 10.3 of the Company’s Form 8-K filed April 21, 2026)

Management Services Agreement between NeoVolta Inc.

and Potisedge Technology Pte Ltd., dated April 20, 2026 (incorporated by reference to exhibit 10.4 of the Company’s Form 8-K filed April 21, 2026)

Severance Agreement and General Release by and between NeoVolta, Inc.

and Michael Mendik

Consulting Services Agreement dated May 12, 2026 by and between NeoVolta, Inc.

and Infinite Grid Capital, LP.

Side Letter Agreement dated May 12, 2026 by and between NeoVolta, Inc.

and Infinite Grid Capital, LP.

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

20 unchanged sentences

NEOVOLTA, INC.

February 13, 2026

Ardes Johnson

2 unchanged sentences

(Principal Executive Officer)

February 13, 2026

/s/ Steve Bond

Chief Financial Officer

1 unchanged sentence

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-Q

Item 5. Other Information