Item 5. Other Information
ITEM 5. OTHER INFORMATION
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 May 12,
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”).
Under the
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
amended.
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,
2026.
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.
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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
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)
10.2
Contribution Agreement among NeoVolta Power, LLC and the Members dated January 13, 2026 (incorporated by reference to exhibit 10.2 of the Company’s Form 8-K filed January 20, 2026)
10.3
Form of Securities Purchase Agreement, by and among NeoVolta Inc. 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)
10.4*
Technical Services Agreement between NeoVolta Power, LLC and Can Current Corporation, dated March 20, 2026
10.5
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)
10.6
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)
10.7
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)
10.8
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)
10.9
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)
10.10
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)
10.11
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)
10.12
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)
10.13*
Severance Agreement and General Release by and between NeoVolta, Inc. and Michael Mendik
10.14*
Consulting Services Agreement dated May 12, 2026 by and between NeoVolta, Inc. and Infinite Grid Capital, LP.
10.15*
Side Letter Agreement dated May 12, 2026 by and between NeoVolta, Inc. and Infinite Grid Capital, LP.
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.
+ Pursuant
to Item 601(b)(10)(iv) of Regulation S-K promulgated by the SEC, certain portions of this exhibit have been redacted. The Company hereby
agrees to furnish supplementally to the SEC, upon its request, an unredacted copy of this exhibit.
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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.
May 14, 2026
/s/ H. Ardes Johnson
H. Ardes Johnson
Chief Executive Officer
(Principal Executive Officer)
May 14, 2026
/s/ Steve Bond
Steve Bond
Chief Financial Officer
(Principal Financial/Accounting
Officer)
27