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What changed in NeoVolta Inc.'s 10-K2023 vs 2024

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Paragraph-level year-over-year comparison of NeoVolta Inc.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+145 added149 removedSource: 10-K (2024-09-27) vs 10-K (2023-09-22)

Top changes in NeoVolta Inc.'s 2024 10-K

145 paragraphs added · 149 removed · 105 edited across 5 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeThis marketplace scenario presents small installer customers almost 3 million households to revisit for a storage retrofit especially when their 10-15 year old inverter experiences end of life. 4 We believe that our 100% commitment to ESS and our relatively small size allow us to navigate this nascent industry more nimbly, and we have been able to develop distinct competitive advantages despite our relative resources.
Biggest changeWe believe that our 100% commitment to ESS and our relatively small size allow us to navigate this nascent industry more nimbly, and we have been able to develop distinct competitive advantages despite our relative resources. ESS Market . This is a relatively new market as solar attached storage systems have only become viable in the last decade.
Key Product Advantages : · Residential / Commercial: System adapts to either application without the need for any additional equipment (transformers) · Outdoor or Indoor installations: NEMA 3R rated · Higher power than most competitive options (7,680 W inverter) · Compatible with AC, DC or both AC and DC power · UL certified to have no thermal runaway and no thermal risk (UL 9540A) · Higher 6,000 cycle batteries · Compatible with generators · Can support off grid · Capable of adding additional battery storage capacity without need for additional inverter Our NV14 inverter can also accept 208 Volt 3-phase commercial power by simply making a settings change.
Key Product Advantages : · Residential / Commercial: System adapts to either application without the need for any additional equipment (transformers) · Outdoor or Indoor installations: NEMA 3R rated · Higher power than most competitive options (7,680 W inverter) · Compatible with AC, DC or both AC and DC power · UL certified to have no thermal runaway and no thermal risk (UL 9540A) · Higher 6,000 cycle batteries · Compatible with generators · Can support off grid · Capable of adding additional battery storage capacity without need for additional inverter 7 Our NV14 inverter can also accept 208 Volt 3-phase commercial power by simply making a settings change.
NeoVolta’s other certifications include: · Underwriters Laboratories (UL) 9540, 9540A, 1973, 1741SA, 1642, and 1699B Arc Fault Circuit Protection Type UL 1741 third edition (including UL 1741 Supplemental SB) · UL 9540A Battery Energy Storage System (ANSI/CAN/UL 9540:2020) · Institute of Electrical and Electronics Engineers (IEEE) 1547 (2018 standard) · International Electrotechnical Commission (IEC) 62897 · Electrical Codes: National Fire Protection Association’s NFPA 70 National Fire Codes (NEC) 2023 · California Public Utilities Commission (CPUC) Rule 21 Interconnection · Hawaii Electric Companies Source Requirement Document Version 1.1 (SRD-UL-1741-SA-V1.1) · CSA Group C22.2 No. 107.1:2001 Ed. 3 · Federal Communications Commission (FCC) 15 Class B · National Electrical Manufacturers Association (NEMA) Type 3R · California Energy Commission (CEC): Grid Support Utility, Utility Interactive, Energy Storage System NV14 and NV24 NeoVolta has established a track record for quickly understanding and meeting regulatory hurdles.
NeoVolta’s other certifications include: · Underwriters Laboratories (UL) 9540, 9540A, 1973, 1741SA, 1642, and 1699B Arc Fault Circuit Protection Type · UL 1741 third edition (including UL 1741 Supplemental SB) · UL 9540A Battery Energy Storage System (ANSI/CAN/UL 9540:2020) · Institute of Electrical and Electronics Engineers (IEEE) 1547 (2018 standard) · International Electrotechnical Commission (IEC) 62897 · Electrical Codes: National Fire Protection Association’s NFPA 70 National Fire Codes (NEC) 2023 · California Public Utilities Commission (CPUC) Rule 21 Interconnection · Hawaii Electric Companies Source Requirement Document Version 1.1 (SRD-UL-1741-SA-V1.1) · CSA Group C22.2 No. 107.1:2001 Ed. 3 · Federal Communications Commission (FCC) 15 Class B · National Electrical Manufacturers Association (NEMA) Type 3R · California Energy Commission (CEC): Grid Support Utility, Utility Interactive, Energy Storage System NV14 and NV24 8 NeoVolta has established a track record for quickly understanding and meeting regulatory hurdles.
Pursuant to the amendment, we assumed such responsibility for the manufacturing process surrounding our ESS units from our contract manufacturer on June 1, 2023. In conjunction with assuming this responsibility, we hired the two employees of our contract manufacturer who previously performed contract manufacturing services for us. We plan to hire three additional “assemblers” in the near future.
Pursuant to the amendment, we assumed such responsibility for the manufacturing process surrounding our ESS units from our contract manufacturer on June 1, 2023. In conjunction with assuming this responsibility, we hired the employees of our contract manufacturer who previously performed contract manufacturing services for us. We plan to hire up to three additional “assemblers” in the future.
ITEM 1. BUSINESS Overview We are a designer, manufacturer, and seller of high-end Energy Storage Systems (or ESS), primarily our NeoVolta NV14, NV14-K, and NV 24, which can store and use energy via batteries and an inverter at residential or commercial sites.
ITEM 1. BUSINESS Overview We are a designer, manufacturer, and seller of high-end Energy Storage Systems (or ESS), primarily our NeoVolta NV14, NV 24 and, to a lesser extent, our NV14-K, which can store and use energy via batteries and an inverter at residential or commercial sites.
All of our manufacturing certifications are listed under NeoVolta. This amended agreement had no effect on our present Sublease Agreement with our contract manufacturer, pertaining to our existing manufacturing location in Poway, CA (see “Item 2 Properties”). Employees As of June 30, 2023, we have seven full-time employees.
All of our manufacturing certifications are listed under NeoVolta. This amended agreement had no effect on our present Sublease Agreement with our contract manufacturer, pertaining to our existing manufacturing location in Poway, CA (see “Item 2 Properties”). Employees As of June 30, 2024, we have 10 full-time employees.
Manufacturing All of NeoVolta’s products are manufactured in-house at our Poway, CA facility. We manufacture our products in an efficient build-to-order model, keeping very little finished-goods inventory. We sublease and share our facility with our former contract manufacturer under a physical arrangement.
We expect our sales to gradually increase going forward. Manufacturing All of NeoVolta’s products are manufactured in-house at our Poway, CA facility. We manufacture our products in an efficient build-to-order model, keeping very little finished-goods inventory. We sublease and share our facility with our former contract manufacturer under a physical arrangement.
Since December 2021, NeoVolta has been delivering on orders in under one week, very often the same day. We achieve this by maintaining a high level of inventory relative to projected sales, component consolidation prior to shipment, and a small lot, recurring freight strategy, which we believe allows for more flexibility in getting through the supply chain.
Since December 2021, NeoVolta has been delivering on orders in usually less than two weeks, very often the same day. We achieve this by maintaining a high level of parts inventory relative to projected sales, component consolidation prior to shipment, and a small lot, recurring freight strategy, which we believe allows for more flexibility in getting through the supply chain.
Our CEO manages all Company strategy, sales and R&D, our CFO manages all finance and administration. Our manufacturing operations are performed by the four new employees that we recently hired from our former contract operator, as noted above. The balance of the staff manages supply chain, technical support and marketing/sales support.
Our CEO, who joined the Company in April 2024, manages all Company strategy, sales and R&D, our CFO manages all finance and administration. Our manufacturing operations are performed by the new employees that we have hired from our former contract operator, as noted above. The balance of the staff manages supply chain, technical support and marketing/sales support.
Remote monitoring and programming is accomplished using AWS Key Management encryption and cloud storage ensuring customer privacy and security. 3 Our NV24 has additional battery capability that raises NV14 energy storage from 14.4 KW to 24.0 KW. As the NV24 has add-on battery capacity, additional inverters are not required.
This allows NeoVolta, installers, and their customers, insight into system health 24/7. Remote monitoring and programming is accomplished using AWS Key Management encryption and cloud storage ensuring customer privacy and security. Our NV24 has additional battery capability that raises NV14 energy storage from 14.4 KW to 24.0 KW. As the NV24 has add-on battery capacity, additional inverters are not required.
We also contract for hire with four outside consultants and contractors on an ongoing basis. Also, we enter into specific contracts for non-recurring R&D projects, as needed. Our intent is to hire any new executive level leaders in the coming year as necessary. Access to Information Our website is at www.neovolta.com.
We also contract for hire with four outside consultants and contractors on an ongoing basis. Also, we enter into specific contracts for non-recurring R&D projects, as needed. 9 Access to Information Our website is at www.neovolta.com.
Some of our competitors have significantly greater financial, product development, manufacturing, marketing resources, and name recognition. In addition to competitors in the ESS space, we compete with companies in power generation equipment and other engine powered products industries.
Notable competitors include Tesla, LG Chem, Sonnen, Enphase, SunPower, and SMA America, among others. Some of our competitors have significantly greater financial, product development, manufacturing, marketing resources, and name recognition. In addition to competitors in the ESS space, we compete with companies in power generation equipment and other engine powered products industries.
In January 2021, CPUC adopted solar “rapid shutdown” requirements, which means emergency responders needed to be able to quickly terminate all with a switch or lever within a few feet of the Main Service Panel (MSP).
In January 2021, CPUC adopted solar “rapid shutdown” requirements, which means emergency responders needed to be able to quickly terminate all with a switch or lever within a few feet of the Main Service Panel (MSP). NeoVolta already met this challenge with outside AC solar installations, and quickly met the requirements for indoor installations and DC solar.
This state approved Energy Code also includes requirements for builders to design single-family homes so battery storage can be easily added to the already existing solar system in the future as well as incentives to eliminate natural gas from new buildings.
This state approved Energy Code also includes requirements for builders to design single-family homes so battery storage can be easily added to the already existing solar system in the future as well as related incentives to eliminate natural gas from new buildings. Many other states are also implementing various measures in order to encourage greater adoption of energy storage technologies.
We record all component serial numbers, all torque settings, and annotates all required item numbers and functionality prior to packaging. 8 Recent Assembly Inventory Purchase In April 2023, we closed the bulk purchase of raw materials inventory from our contract manufacturer by making a cash payment to that company in the net amount of $1.3 million, after considering credits for prepayments and other items of approximately $0.1 million.
Assembly Inventory Purchase In April 2023, we closed the bulk purchase of raw materials inventory from our contract manufacturer by making a cash payment to that company in the net amount of $1.3 million, after considering credits for prepayments and other items of approximately $0.1 million.
The number of utility customers affected jumped to 28.4 million in 2019, up 50% from 19 million in 2018. Our NV14 is capable of “Islanding” when used with AC or DC photovoltaic (PV) systems.
The number of utility customers affected jumped to 28.4 million in 2019, up 50% from 19 million in 2018. Since then, the number of major power outages in California reached a peak in 2020 before declining slightly thereafter. Our NV14 is capable of “Islanding” when used with AC or DC photovoltaic (PV) systems.
Market Drivers Regulatory . The regulatory drivers regarding ESS come in the form of an increasing number of mandates and incentives. On the mandate side, in August of 2021, California became the first state in the country to require builders to install solar and battery storage on new commercial buildings and high-rise multifamily buildings.
On the mandate side, California became the first state in the country to require builders to install solar and battery storage on new commercial buildings and high-rise multifamily buildings in August of 2021.
We built our company based on servicing small installers and will continue to do so by focusing on product availability, installer service, and, most importantly, the characteristics of our product while we capture market share. As we gain market acceptance, we expect larger installers to take notice. This is especially true when considering repeated product availability challenges within the industry.
Once these customers become certified NeoVolta installers, they become recurring customers. We built our company based on servicing small installers and will continue to do so by focusing on product availability, installer service, and, most importantly, the characteristics of our product while we capture market share. As we gain market acceptance, we expect larger installers to take notice.
They generally sell their systems and install and pay for them within the same month, and typically do not stock inventory, so we believe NeoVolta’s “just in time” product availability makes us an ideal fit. Once these customers become certified NeoVolta installers, they become recurring customers.
These underserved installers have been NeoVolta’s target market. Our average recurring installer customer purchases 1-2 systems a month. They generally sell their systems and install and pay for them within the same month, and typically do not stock inventory, so we believe NeoVolta’s “just in time” product availability makes us an ideal fit.
We believe NeoVolta is well positioned to face new regulatory requirements due to our battery chemistry and our product being developed in California - where regulatory standards in energy are generally set. In November 2022, the CPUC passed Net Energy Metering 3 (“NEM3”) with a phase in date of April 14, 2023.
We believe NeoVolta is well positioned to face new regulatory requirements due to our battery chemistry and our product being developed in California - where regulatory standards in energy are generally set. On April 14, 2023, California implemented Net Energy Metering 3 (NEM3) for subsequent new solar installations.
ESS Market . This is a relatively new market as solar attached storage systems have only become viable in the last decade. It is a subset of what the Solar Energy Industries Association (SEIA) refers to as the $17 billion U.S. residential solar PV market.
It is a subset of what the Solar Energy Industries Association (SEIA) refers to as the $17 billion U.S. residential solar PV market.
Energy dependence has been a growing concern in the last few years as weather patterns have become more erratic. New findings from the U.S. Department of Energy’s National Renewable Energy Laboratory (NREL) and Clean Energy Group (CEG) found that when the value of resilience is considered - preventing power outages - several more integrated solar-plus-storage projects are economically viable.
Department of Energy’s National Renewable Energy Laboratory (NREL) and Clean Energy Group (CEG) found that when the value of resilience is considered - preventing power outages - several more integrated solar-plus-storage projects are economically viable.
Some of our competitors have significantly greater financial, product development, manufacturing, marketing resources, and name recognition than we have. However, with the industry’s growth will come frequent and dramatic change.
This one-on-one philosophy has generated great customer loyalty and install success and we intend to invest the resources necessary to keep this partnership culture a priority. Superior Product . Some of our competitors have significantly greater financial, product development, manufacturing, marketing resources, and name recognition than we have. However, with the industry’s growth will come frequent and dramatic change.
Market Characteristics Our market can be looked at two ways: the solar installer market and the ESS market. Solar Installer Market . The bulk of NeoVolta’s revenue and recurring customer base is residential and commercial solar system installers. According to IBIS Worldwide, there are over 13,000 solar installers in the US employing almost 55,000 employees.
Market Characteristics Our market can be looked at two ways: the solar installer market and the ESS market. Solar Installer Market . The bulk of NeoVolta’s present revenue and recurring customer base is residential and commercial solar system installers. As of January 2024, IBIS World estimates that there are approximately 11,100 solar panel installation companies operating in the US.
According to Wood Mackenzie, by 2025, nearly 29% of all behind-the-meter solar systems will be paired with storage, compared to under 11% in 2021. Most of the growth will be powered by the smaller installers, as larger installers have already incorporated storage into their standard new solar offerings.
Most of the growth will be powered by the smaller installers, as larger installers have already incorporated storage into their standard new solar offerings.
Our strategy of maintaining higher levels of inventory based on projected sales means that to the extent our sales expectations in any periods are incorrect we may suffer cash flow constraints for such periods. LG Chem recently experienced a large recall of their older systems due to fire risk and product defects associated with their lithium-ion chemistry.
Our strategy of maintaining higher levels of inventory based on projected sales means that to the extent our sales expectations in any periods are incorrect we may suffer cash flow constraints for such periods. Inability to secure reliable product delivery, fire risk, and recalls have harmed reputations of our competitors. Installer Service .
Utilities can also impact battery storage adoption on the cost side of the equation. In certain circumstances, when state utilities change their billing profiles, the market for ESS becomes more (or less) attractive. For example, Hawaii’s attachment rate rose to 80% after the state began transitioning away from net energy metering (NEM) and reduced compensation for grid exports. Resiliency .
We expect our sales to gradually increase going forward. Utilities can also impact battery storage adoption on the cost side of the equation. In certain circumstances, when state utilities change their billing profiles, the market for ESS becomes more (or less) attractive.
Our NV14 currently includes a commercially available encrypted WiFi logger and associated smart phone application that allows customers to visualize the state of the system in 8-minute intervals (battery, home, grid, photovoltaic, and/or generator). Settings adjustments for how the system works can be made remotely by the installer if/when utilities make changes to Time-of-Use billing rates/times.
Islanding also allows solar production to function and power the residence or facility thereby decreasing the impact of a grid outage. 3 Our NV14 currently includes a commercially available encrypted WiFi logger and associated smart phone application that allows customers to visualize the state of the system in 8-minute intervals (battery, home, grid, photovoltaic, and/or generator).
With all energy storage, there is significant necessary electrical work, which may be new to smaller solar installers. NeoVolta requires that every installer go through our Certified Installer Program and we often walk them through early installations one-on-one to get them comfortable with the product either in-person or via smart phone video.
NeoVolta requires that every installer go through our Certified Installer Program and we often walk them through early installations one-on-one to get them comfortable with the product either in-person or via smart phone video. NeoVolta’s San Diego-based direct customer support is available throughout the install and for any ongoing service, as well as through our remote system monitoring.
Inability to secure reliable product delivery, fire risk, and recalls have harmed reputations of our competitors. Installer Service . NeoVolta considers its installer relationships to be the key to our growth. The relative newness of the industry requires a great deal of education and support to ensure quality and efficient installations.
NeoVolta considers its installer relationships to be the key to our growth. The relative newness of the industry requires a great deal of education and support to ensure quality and efficient installations. With all energy storage, there is significant necessary electrical work, which may be new to smaller solar installers.
Our remote management system is included with the product and allows NeoVolta 24/7 system health monitoring, malfunction diagnosis, and the ability to push firmware and software updates. This allows NeoVolta, installers, and their customers, insight into system health 24/7.
Settings adjustments for how the system works can be made remotely by the installer if/when utilities make changes to Time-of-Use billing rates/times. Our remote management system is included with the product and allows NeoVolta 24/7 system health monitoring, malfunction diagnosis, and the ability to push firmware and software updates.
Installer storage installation activity has grown over time, with 50% of all active residential installers in 2020 having completed at least one solar + storage system, up from less than 20% in 2016 according to Berkeley Labs. The rate of attachment, or number of PV systems installed with storage, is growing considerably.
This is especially true when considering repeated product availability challenges within the industry. 4 Installer storage installation activity has grown over time, with approximately one-half of all active residential installers in recent years having completed at least one solar + storage system, according to Berkeley Labs.
These changes affect where a system can be installed and may prevent installation in colder climates.
In June 2022, California adopted several requirements for inside garage installations and disallowed any installs inside residential living spaces to include most basements. These changes affect where a system can be installed and may prevent installation in colder climates.
The NV14 includes “islanding” relays that are approved to perform this function. Islanding also allows solar production to function and power the residence or facility thereby decreasing the impact of a grid outage.
The NV14 includes “islanding” relays that are approved to perform this function.
To date, most of these utility-specific storage incentives are in the Northeast. We anticipate more of these programs being put in place in the future. In November 2022, the California Public Energy Commission (CPUC) passed Net Energy Metering 3 (NEM3) with phase in date of April 14, 2023.
We anticipate more of these programs being put in place in the future. 5 Of further note on the state regulatory level, California implemented Net Energy Metering 3 (NEM3) for subsequent new solar installations on April 14, 2023.
These factors are obviously less measurable than the more objective drivers above but are an additive factor in the market. 5 Growth Strategy Our growth strategy is focused on expanding our core business of distributing our products on a recurring basis to small and medium sized installers and to continue expanding the application of our product into various commercial applications through development partnerships.
These factors are obviously less measurable than the more objective drivers above but are an additive factor in the market. Growth Strategy With the addition of Ardes Johnson to NeoVolta’s management team as our CEO in April 2024, we have implemented an entirely new growth strategy that is designed to greatly expand our market penetration and product sales. Mr.
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With SunRun and Tesla Energy representing approximately 20% of the market combined, and the top 10 companies representing about 38%. Most solar installers in the US are very small, independently owned operators and are generally not serviced by the larger companies. These underserved installers have been NeoVolta’s target market.
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With a secure supply chain backed by tax incentives, this number is expected to rise as both the commercial and residential markets continue to grow.
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Based on IBIS’ figures, we estimate this to be at least 13,000 installers with less than 25 employees. Our average recurring installer customer purchases 1-2 systems a month.
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The impact of the Inflation Reduction Act (see, “ Market Drivers – Regulation ”) on just residential solar panel installation is expected to grow at a compound annual growth rate of 14.4% from 2024 to 2030. Most solar installers in the US are very small, independently owned operators and are generally not serviced by the larger companies.
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According to Berkeley Lab’s Tracking the Sun dataset, there are over 3 million solar systems installed in the US and only 6.8% of those have energy solar installed.
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The rate of attachment, or number of PV systems installed with storage, is growing considerably. According to Wood Mackenzie, by 2025, nearly 29% of all behind-the-meter solar systems will be paired with storage, compared to under 11% in 2021.
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Wood Mackenzie forecasts that there will be 3 million installations in 2021 growing to 4 million in 2023.
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According to a December 2023 report from Berkeley Lab, there are over 3.4 million solar systems installed in the US with only a relatively small percentage of those having energy storage installed. This marketplace scenario presents small installer customers almost 3 million households to revisit for a storage retrofit especially when their 10-15 year old inverter experiences end of life.
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On the incentive side, the federal Investment Tax Credit, or ITC, has been the most impactful providing a 26% credit for the cost of a unit if you pair the battery with an on-site renewable resource. For a typical ESS, the ITC can reduce the cost of the system by $4,500 to $6,000.
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Market Drivers Regulatory . At the federal level, the most significant recent regulatory development regarding ESS has been, by far, the passage of the Inflation Reduction Act (“IRA”) in August 2022.
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This has become even more beneficial with the enactment of The Inflation Reduction Act, increasing the credit to 30% for all ESS. Many states are also putting incentive systems in place. Beyond states taking steps to encourage greater adoption of energy storage technologies, some utilities are now also offering incentives to home and business owners who install storage.
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Due to its extensive investment-related incentives, the IRA is expected to have a wide-ranging impact on both public and private investment in the clean energy space in the US, on a long-term basis.
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NEM3 significantly reduces the value to “excess” solar that a customer sends to the Utility during the day. Under NEM2, customer typically achieved a pay back period of 5-6 years. Under NEM3, solar pay back is 10-12 years depending on the Utility.
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Additionally, there have been a rapidly expanding number of mandates at the state and local level that have also been directed toward the solar industry in recent years. On the incentive side, the IRA has increased the federal Investment Tax Credit, or ITC, from 26% to 30% for qualifying investments, including energy storage.
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As a result, most solar installers focused on installing as much solar as possible prior to the April 14, 2023 deadline. This resulted in a delay of battery and ESS installations since adding these capabilities do not affect NEM status, however, the impact of the temporary market distortion has been largely reversed since that date.
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For a typical ESS, the ITC can reduce the cost of the system by $4,500 to $6,000. In certain instances, the incentives of the ITC can be potentially increased up to as much as 60% of the qualifying project cost.
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Sungage Financial and GoodLeap finance NeoVolta installations with or without solar. We are working to add additional financing and leasing options.
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Finally, the IRA also expands the federal Production Tax Credit, which was first enacted in 2007, primarily for the benefit of the wind industry, to the solar power industry.
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We plan to do this through an increase in targeted direct sales and marketing to installers in ripe regional markets, concentrating efforts on adding to our national distributor partners, and marketing in ESS industry circles to identify new potential applications of our systems. Our growth thus far has been through word of mouth and networking mainly in Southern California.
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For example, some utilities are now also offering incentives to home and business owners who install storage. To date, most of these utility-specific storage incentives are in the Northeast.
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We have been successful in consistently growing both our installer base and our number of installs through these means, but recognize that to succeed in the national marketplace, we will need to bring on a team of sales and marketing professionals to reach our goals. We have plans to start to build out this team relatively soon.
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NEM3 reduces the amount of NEM credit for each kilowatt (KW) of solar power sent to the utility from a rate of approximately $0.20 per KW to $0.09 per KW (each Utility varies). NEM3 effectively increases the average solar Return of Investment (ROI) from 5-6 years to 10-12 years (each Utility varies).
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Non-Residential / Commercial Growth : Our all-in-one system was engineered with the intent to be easily configurable to the needs of the client and easily serviced and updated for our installers.
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Effectively, the Company believes that solar installation in California currently makes little financial sense without also including a battery system. Installing NeoVolta nets a ROI of 4-6 years. We estimate that NEM3 reduced our sales from the enactment date in December 2022 continuing through our last fiscal quarter, as solar installers worked off their permitted NEM2 installs.
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Flexibility due to the close contact with the manufacturing process and the adaptability of the product, along with our ability to handle commercial 208V 3-phse power, have opened up a number of new opportunities for us.
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For example, Hawaii’s attachment rate rose to 80% after the state began transitioning away from net energy metering (NEM) and reduced compensation for grid exports. Resiliency . Energy dependence has been a growing concern in the last few years as weather patterns have become more erratic. New findings from the U.S.
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In that regard, various stakeholders have sought us out to create an energy storage system for their unique needs specifically because others would not or could not accept the challenge. NeoVolta was and continues to be open to customizing our products for energy storage contracts should they meet our volume, profitability, and system requirements.
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Johnson is a seasoned industry executive who most recently, served as the President of the U.S. subsidiary of Meyer Burger, a major manufacturer of solar cells and solar modules based in Switzerland, for three years. His previous experience includes high level sales positions with both Tesla and General Electric. Under Mr.
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This strategy of flexibility in R&D is affording NeoVolta access into markets that would normally be closed to companies of our size. We will continue to leverage this customer-driven approach in the future. New opportunities in this sector are difficult to forecast, but are a core focus of our current sales and marketing plan.
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Johnson’s direction and leadership, we intend to vigorously pursue three major growth objectives as follows (i) Expanding revenue through strategic sales channel development, (ii) Broadening financing options through partnerships with major industry players, and (iii) Initiating development of the next generation of batteries. In furtherance of these key growth objectives , Mr.
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As these projects roll out and begin to be publicized, we believe NeoVolta can establish itself as an energy storage system engineering firm for large projects in applications globally. We intend to take advantage of our adaptability and the nascent industry to fill these diverse and complicated needs.
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Johnson has recently undertaken the following significant tactical initiatives: · National Sales Team Formation : NeoVolta has successfully assembled a national sales team targeting key renewable energy distribution centers, ensuring a robust presence across the U.S. · Strategic Collaborations Initiated : We have begun collaborations with leading solar installers in California, Nevada, and Florida, positioning ourselves to attempt to capture a larger market share. · Advanced Conversations for Next-Gen Systems : We have initiated discussions with entities to develop the next generation of NeoVolta’s energy storage systems, setting the stage for future innovation.
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We have previously announced partnerships with PMP Energy, EOS Linx, and American Development Partners. We continue to explore other than residential opportunities that NeoVolta is uniquely suited for. Competition We compete with several large competitors already successfully selling in the ESS space. Notable competitors include Tesla, LG Chem, Sonnen, Enphase, SunPower, and SMA America, among others.
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Additionally, we are planning to adopt a number of other near-term strategic moves that are designed to rapidly increase the growth of our product sales. For example, NeoVolta is actively expanding into high-potential regions such as Hawaii, Texas, Florida, and Puerto Rico, with regionally based sales teams to maximize reach and service.
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NeoVolta’s San Diego-based direct customer support is available throughout the install and for any ongoing service, as well as through our remote system monitoring. This one-on-one philosophy has generated great customer loyalty and install success and we intend to invest the resources necessary to keep this partnership culture a priority. 6 Superior Product .
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Also, another of our key initiatives is to make NeoVolta’s products more accessible and affordable, driving increased adoption and sales in the residential energy storage market. 6 With regard to the expanding commercial market for our products, we are planning to enhance our existing R&D technology to create complementary solutions tailored for the commercial sector, expanding NeoVolta’s market footprint, beginning in 2025.
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NeoVolta already met this challenge with outside AC solar installations, and quickly met the requirements for indoor installations and DC solar. 7 In June 2022, California adopted several requirements for inside garage installations and disallowed any installs inside residential living spaces to include most basements.
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Further, we will be launching our Virtual Peaker Solution in order to a ddress the growing demand for storage-only solutions from utilities and aggregators, seeking to position NeoVolta at the forefront of energy storage innovation. Competition We compete with several large competitors already successfully selling in the ESS space.
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NEM3 significantly reduces the value to “excess” solar that a customer sends to the Utility during the day. Under NEM2, customer typically achieved a pay back period of 5-6 years. Under NEM3, solar pay back is 10-12 years depending on the Utility.
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NEM3 reduces the amount of NEM credit for each kilowatt (KW) of solar power sent to the utility from a rate of approximately $0.20 per KW to $0.09 per KW (each Utility varies). NEM3 effectively increases the average solar Return of Investment (ROI) from 5-6 years to 10-12 years (each Utility varies).
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As a result, most solar installers focused on installing as much solar as possible prior to the April 14, 2023 deadline. This resulted in a delay of battery and ESS installations since adding these capabilities do not affect NEM status. The full impact of NEM3 to both the solar and ESS industry will not be known for several months.
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Effectively, the Company believes that solar installation in California currently makes little financial sense without also including a battery system. Installing NeoVolta nets a ROI of 4-6 years. We estimate that NEM3 reduced our sales from the enactment date in December 2022 continuing through our last fiscal quarter, as solar installers worked off their permitted NEM2 installs.
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We record all component serial numbers, all torque settings, and annotate all required item numbers and functionality prior to packaging.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeWe are an emerging growth company until the earliest of: · the last day of the fiscal year during which we have total annual gross revenues of $1 billion or more; · the last day of the fiscal year following the fifth anniversary of our initial public offering; · the date on which we have, during the previous 3-year period, issued more than $1 billion in non-convertible debt; or · the date on which we are deemed a “large accelerated issuer” as defined under the federal securities laws. 17 For so long as we remain an emerging growth company, we will not be required to: · have an auditor report on our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002; · comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis); · submit certain executive compensation matters to shareholders advisory votes pursuant to the “say on frequency” and “say on pay” provisions (requiring a non-binding shareholder vote to approve compensation of certain executive officers) and the “say on golden parachute” provisions (requiring a non-binding shareholder vote to approve golden parachute arrangements for certain executive officers in connection with mergers and certain other business combinations) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010; and · include detailed compensation discussion and analysis in our filings under the Securities Exchange Act of 1934, as amended, and instead may provide a reduced level of disclosure concerning executive compensation.
Biggest changeFor so long as we remain an emerging growth company, we will not be required to: · have an auditor report on our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002; · comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis); · submit certain executive compensation matters to shareholders advisory votes pursuant to the “say on frequency” and “say on pay” provisions (requiring a non-binding shareholder vote to approve compensation of certain executive officers) and the “say on golden parachute” provisions (requiring a non-binding shareholder vote to approve golden parachute arrangements for certain executive officers in connection with mergers and certain other business combinations) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010; and · include detailed compensation discussion and analysis in our filings under the Securities Exchange Act of 1934, as amended, and instead may provide a reduced level of disclosure concerning executive compensation. 18 For so long as we remain an emerging growth company, we: · may present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations, or MD&A; and · are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBS Act.
Investors should evaluate an investment in us in light of the uncertainties encountered by developing companies in a competitive environment. There can be no assurance that our efforts will be successful or that we will ultimately be able to attain profitability. 9 We have a history of net losses and we are uncertain about our future profitability.
Investors should evaluate an investment in us in light of the uncertainties encountered by developing companies in a competitive environment. There can be no assurance that our efforts will be successful or that we will ultimately be able to attain profitability. We have a history of net losses and we are uncertain about our future profitability.
Any attempts to increase prices in response to increased material costs could result in cancellations of energy storage orders and therefore materially and adversely affect our brand, image, business, prospects and operating results. 12 Recent increases in mortgage interest rates may result in a decrease in demand by homeowners for our residential energy storage systems.
Any attempts to increase prices in response to increased material costs could result in cancellations of energy storage orders and therefore materially and adversely affect our brand, image, business, prospects and operating results. Recent increases in mortgage interest rates may result in a decrease in demand by homeowners for our residential energy storage systems.
Any such cost increases or decreases in availability could slow our growth and cause our financial results and operational metrics to suffer. Our industry is subject to technological change, and our failure to continue developing new and improved products and to bring these products rapidly to market could have an adverse impact on our business.
Any such cost increases or decreases in availability could slow our growth and cause our financial results and operational metrics to suffer. 15 Our industry is subject to technological change, and our failure to continue developing new and improved products and to bring these products rapidly to market could have an adverse impact on our business.
These market fluctuations may also materially and adversely affect the market price of our common stock and Warrants. Negative research about our business published by analysts or journalists could cause our stock price to decline. A lack of regularly published research about our business could cause trading volume or our stock price to decline.
These market fluctuations may also materially and adversely affect the market price of our common stock and Warrants. 20 Negative research about our business published by analysts or journalists could cause our stock price to decline. A lack of regularly published research about our business could cause trading volume or our stock price to decline.
We are currently selling two products and if these products that we sell or install fail to perform as expected, our reputation could be harmed and our ability to develop, market and sell our products and services could be harmed.
We are currently selling two primary products and if these products that we sell or install fail to perform as expected, our reputation could be harmed and our ability to develop, market and sell our products and services could be harmed.
The loss of any single or limited source supplier or the disruption in the supply of components from these suppliers could lead to significant product design changes and delays in product deliveries to our customers, which could hurt our relationships with our customers and result in negative publicity, damage to our brand and a material and adverse effect on our business, prospects, financial condition and operating results. 10 Changes in our supply chain may result in increased cost.
The loss of any single or limited source supplier or the disruption in the supply of components from these suppliers could lead to significant product design changes and delays in product deliveries to our customers, which could hurt our relationships with our customers and result in negative publicity, damage to our brand and a material and adverse effect on our business, prospects, financial condition and operating results.
We are currently operating in a period of economic uncertainty and capital markets disruption, which has been significantly impacted by geopolitical instability due to the ongoing military conflict between Russia and Ukraine.
We are currently operating in a period of economic uncertainty and capital markets disruption, which has been significantly impacted by geopolitical instability due to the ongoing military conflicts between Russia and Ukraine and between Gaza and Israel.
These risks include: · an increase in the cost, or decrease in the available supply, of materials used; · disruption in the supply of cells due to quality issues or recalls by manufacturers; · tariffs on the materials we source in China, which make up a significant amount of the materials we require; · fluctuations in the value of the Chinese Renminbi against the U.S. dollar as our purchases for energy storage products are denominated in Chinese Renminbi.; and · potential increases in global shipping costs.
For instance, we are exposed to multiple risks relating to inverters and lithium iron phosphate cells. 12 These risks include: · an increase in the cost, or decrease in the available supply, of materials used; · disruption in the supply of cells due to quality issues or recalls by manufacturers; · tariffs on the materials we source in China, which make up a significant amount of the materials we require; · fluctuations in the value of the Chinese Renminbi against the U.S. dollar as our purchases for energy storage products are denominated in Chinese Renminbi.; and · potential increases in global shipping costs.
If we are unsuccessful in our efforts to control and reduce supplier costs, our operating results will suffer. There is no assurance that our suppliers will ultimately be able to meet our cost, quality and volume needs, or do so at the times needed.
Changes in our supply chain may result in increased cost. If we are unsuccessful in our efforts to control and reduce supplier costs, our operating results will suffer. There is no assurance that our suppliers will ultimately be able to meet our cost, quality and volume needs, or do so at the times needed.
Our business, financial condition and results of operations may be materially and adversely affected by any negative impact on the global economy and capital markets resulting from the conflict in Ukraine or any other geopolitical tensions.
Our business, financial condition and results of operations may be materially and adversely affected by any negative impact on the global economy and capital markets resulting from these conflicts or any other geopolitical tensions.
We depend on a small number of wholesale dealers for a significant portion of our revenues to date. Due to our limited operating history, we depend on a relatively small number of wholesale dealers and installers, primarily in California, for our revenue.
Due to our limited operating history, we depend on a relatively small number of wholesale dealers and installers, primarily in California, for our revenue.
Our executive officers and directors currently hold or have the right to acquire, in the aggregate, up to approximately 15.0 % of our outstanding common stock.
Our executive officers and directors currently hold or have the right to acquire, in the aggregate, up to approximately 18.1 % of our outstanding common stock.
The market price of our common stock and Warrants is highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control, including the following: · changes in our industry; · competitive pricing pressures; · our ability to obtain working capital financing; · additions or departures of key personnel; · conversions from preferred stock to common stock; · sales of our common and preferred stock; · our ability to execute our business plan; · operating results that fall below expectations; · loss of any strategic relationship; · regulatory developments; and · economic and other external factors. 19 In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies.
The market price of our common stock and Warrants is highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control, including the following: · changes in our industry; · competitive pricing pressures; · our ability to obtain working capital financing; · additions or departures of key personnel; · conversions from preferred stock to common stock; · sales of our common and preferred stock; · our ability to execute our business plan; · operating results that fall below expectations; · loss of any strategic relationship; · regulatory developments; and · economic and other external factors.
We consider our intellectual property rights to be important assets, and seek to protect them through a combination of patent, trademark, copyright and trade secret laws, as well as licensing and confidentiality agreements.
Our business could be negatively impacted if we fail to adequately protect our intellectual property rights. We consider our intellectual property rights to be important assets, and seek to protect them through a combination of patent, trademark, copyright and trade secret laws, as well as licensing and confidentiality agreements.
Any product defects, delays or legal restrictions on product features, or other failure of our products to perform as expected could harm our reputation and result in delivery delays, product recalls, product liability claims, significant warranty and other expenses, and could have a material adverse impact on our business, financial condition, operating results and prospects.
Any product defects, delays or legal restrictions on product features, or other failure of our products to perform as expected could harm our reputation and result in delivery delays, product recalls, product liability claims, significant warranty and other expenses, and could have a material adverse impact on our business, financial condition, operating results and prospects. 11 We depend on a small number of wholesale dealers for a significant portion of our revenues to date.
The worldwide energy storage market is in its infancy, and we expect it will become more competitive in the future. We also expect more regulatory burden as customers adopt this new technology. There is no assurance that our energy storage systems will be successful in the respective markets in which they compete.
We also expect more regulatory burden as customers adopt this new technology. There is no assurance that our energy storage systems will be successful in the respective markets in which they compete.
In the year ended June 30, 2023, three such dealers represented approximately 25%, 15% and 13% of the Company’s revenues whereas in the year ended June 30, 2022, two such dealers represented approximately 20% each of the Company’s revenues. As of June 30, 2023, four such dealers represented approximately 94% of the Company’s accounts receivable.
In the year ended June 30, 2024, two such dealers represented approximately 20% and 14% of the Company’s revenues whereas in the year ended June 30, 2023, three such dealers represented approximately 25%, 15% and 13% of the Company’s revenues. As of June 30, 2024, three such dealers represented approximately 22%, 18% and 14% of the Company’s accounts receivable.
Although the length and impact of the ongoing military conflict is highly unpredictable, the conflict in Ukraine could lead to further market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions. We are continuing to monitor the situation in Ukraine and globally and assessing its potential impact on our business.
Although the length and impact of these ongoing military conflicts are highly unpredictable, they could lead to further market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions. We are continuing to monitor the situations in both of these areas and globally and assessing any potential impacts on our business.
We have incurred significant net losses since our inception. For the years ended June 30, 2023 and 2022, we have incurred net losses of $2.6 million and $5.8 million, respectively. As of June 30, 2023, we had an accumulated deficit of $18.4 million.
We have incurred significant net losses since our inception. For the years ended June 30, 2024 and 2023, we have incurred net losses of $2.3 million and $2.6 million, respectively. As of June 30, 2024, we had an accumulated deficit of $20.7 million.
Any significant delay or other complication in the production of our products or the development, manufacture, and production ramp of our future products, including complications associated with expanding our production capacity and supply chain or obtaining or maintaining regulatory approvals, and/or coronavirus impacts, could materially damage our brand, business, prospects, financial condition and operating results.
Any significant delay or other complication in the production of our products or the development, manufacture, and production ramp of our future products, including complications associated with expanding our production capacity and supply chain or obtaining or maintaining regulatory approvals, and/or coronavirus impacts, could materially damage our brand, business, prospects, financial condition and operating results. 10 We may be unable to meet our growing energy storage production plans and delivery plans, any of which could harm our business and prospects.
While we are unaware of any present dispute concerning this agreement or our other agreements that concern ownership of or use of intellectual property rights, future disputes may arise concerning this or other agreements we have entered into that concern ownership of or use of intellectual property rights. 14 Our business could be negatively impacted if we fail to adequately protect our intellectual property rights.
While we are unaware of any present dispute concerning this agreement or our other agreements that concern ownership of or use of intellectual property rights, future disputes may arise concerning this or other agreements we have entered into that concern ownership of or use of intellectual property rights.
Cash dividends have never been declared or paid on our common stock, and we do not anticipate such a declaration or payment for the foreseeable future. We expect to use future earnings, if any, to fund business growth. Therefore, stockholders will not receive any funds absent a sale of their shares of common stock.
We do not anticipate paying dividends on our common stock, and investors may lose the entire amount of their investment. Cash dividends have never been declared or paid on our common stock, and we do not anticipate such a declaration or payment for the foreseeable future. We expect to use future earnings, if any, to fund business growth.
These rights, preferences and privileges could negatively affect the rights of holders of our common stock, and the right to convert such preferred stock into shares of our common stock at a rate or price that would have a dilutive effect on the outstanding shares of our common stock. 18 We do not anticipate paying dividends on our common stock, and investors may lose the entire amount of their investment.
These rights, preferences and privileges could negatively affect the rights of holders of our common stock, and the right to convert such preferred stock into shares of our common stock at a rate or price that would have a dilutive effect on the outstanding shares of our common stock.
In addition, this concentration of ownership might adversely affect the market price of our common stock by: (1) delaying, deferring or preventing a change of control of our company; (2) impeding a merger, consolidation, takeover or other business combination involving our company; or (3) discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of our company. 16 Future sales of shares by existing stockholders could cause our stock price to decline.
In addition, this concentration of ownership might adversely affect the market price of our common stock by: (1) delaying, deferring or preventing a change of control of our company; (2) impeding a merger, consolidation, takeover or other business combination involving our company; or (3) discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of our company. 17 Nevada law and provisions in our articles of incorporation and bylaws could make a takeover proposal more difficult.
If we are unable to recruit and retain key management, technical and sales personnel, our business would be negatively affected. For our business to be successful, we need to attract and retain highly qualified technical, management and sales personnel.
Willson, or the inability to timely hire and retain qualified replacements, could negatively impact our ability to manage our business. 16 If we are unable to recruit and retain key management, technical and sales personnel, our business would be negatively affected. For our business to be successful, we need to attract and retain highly qualified technical, management and sales personnel.
As a result, it may be more difficult for us to attract and retain qualified persons to serve on our Board of Directors or as executive officers. 15 Confidentiality agreements with employees and third parties may not prevent unauthorized disclosure of trade secrets and other proprietary information, and our inability to maintain the confidentiality of that information, due to unauthorized disclosure or use, or other event, could have a material adverse effect on our business.
Confidentiality agreements with employees and third parties may not prevent unauthorized disclosure of trade secrets and other proprietary information, and our inability to maintain the confidentiality of that information, due to unauthorized disclosure or use, or other event, could have a material adverse effect on our business.
If we fail to sell our products to one or more of these top customers in any particular period, or if a large customer purchases fewer of our products, defers orders or fails to place additional orders with us, or if we fail to develop additional major customers, our revenue could decline, and our results of operations could be adversely affected. 11 If we fail to scale our business operations and otherwise manage future growth and adapt to new conditions effectively as we grow our company, we may not be able to produce, market, sell and service our products successfully.
If we fail to sell our products to one or more of these top customers in any particular period, or if a large customer purchases fewer of our products, defers orders or fails to place additional orders with us, or if we fail to develop additional major customers, our revenue could decline, and our results of operations could be adversely affected.
Reduction in various federal and state rebate and incentive programs could also adversely affect product adoption. 13 Our products and services are subject to substantial regulations, which are evolving, and unfavorable changes or failure by us to comply with these regulations could substantially harm our business and operating results.
Our products and services are subject to substantial regulations, which are evolving, and unfavorable changes or failure by us to comply with these regulations could substantially harm our business and operating results.
The extent and duration of the military action, sanctions and resulting market disruptions are impossible to predict, but could be substantial. Any such disruptions may also magnify the impact of other risks described in this registration statement.
Any of the above mentioned factors could affect our business, prospects, financial condition, and operating results. The extent and duration of the military actions, sanctions and resulting market disruptions are impossible to predict, but could be substantial. Any such disruptions may also magnify the impact of other risks described in this report.
We face competition for qualified personnel from other companies with significantly more resources available to them and thus may not be able to attract the level of personnel needed for our business to succeed.
We face competition for qualified personnel from other companies with significantly more resources available to them and thus may not be able to attract the level of personnel needed for our business to succeed. Artificial intelligence presents risks and challenges that can impact our business, including by posing security risks to our confidential information, proprietary information and personal data.
Decreases in the retail prices of electricity from utilities or other renewable energy sources could make our products less attractive to customers.
Decreases in the retail prices of electricity from utilities or other renewable energy sources could make our products less attractive to customers. Reduction in various federal and state rebate and incentive programs could also adversely affect product adoption.
To the extent that any disruption or security breach results in a loss of or damage to our data or applications, or inappropriate disclosure of confidential or proprietary information, we could incur liability and delay of our product development and support efforts.
To the extent that any disruption or security breach results in a loss of or damage to our data or applications, or inappropriate disclosure of confidential or proprietary information, we could incur liability and delay of our product development and support efforts. 14 We may need to assert intellectual property-related claims or defend ourselves against intellectual property infringement claims, which may be time-consuming and could cause us to incur substantial costs.
If we do not pay dividends, our common stock may be less valuable because a return on your investment will only occur if our stock price appreciates. We cannot assure stockholders of a positive return on their investment when they sell their shares, nor can we assure that stockholders will not lose the entire amount of their investment.
Therefore, stockholders will not receive any funds absent a sale of their shares of common stock. If we do not pay dividends, our common stock may be less valuable because a return on your investment will only occur if our stock price appreciates.
The full impact of NEM3 to both the solar and ESS industry will not be known for several months. Our business and operations would suffer in the event of third-party computer system failures, cyber-attacks on third-party systems or deficiency in our cyber security.
Our business and operations would suffer in the event of third-party computer system failures, cyber-attacks on third-party systems or deficiency in our cyber security.
Any failure to manage our growth effectively could materially and adversely affect our business, prospects, operating results and financial condition. Our future operating results depend to a large extent on our ability to manage our expansion and growth successfully.
Our future operating results depend to a large extent on our ability to manage our expansion and growth successfully.
We are heavily reliant on Brent Willson, our Chief Executive Officer and President, and the departure or loss of Brent Willson could disrupt our business. We depend heavily on the continued efforts of Brent Willson, our Chief Executive Officer and President and a director. Mr.
We are heavily reliant on the services of both Ardes Johnson, our Chief Executive Officer, and Brent Willson, our former CEO and current chief technology officer, and the departure or loss of either officer could disrupt our business.
We may be unable to meet our growing energy storage production plans and delivery plans, any of which could harm our business and prospects. Our plans call for achieving and sustaining significant increases in energy storage systems production and deliveries.
Our plans call for achieving and sustaining significant increases in energy storage systems production and deliveries.
Our risks in this area are particularly pronounced given that we have only recently begun to deliver energy storage products. Moreover, a product liability claim could generate substantial negative publicity about our products and business and could have material adverse effect on our brand, business, prospects and operating results.
Our risks in this area are particularly pronounced given that we have only recently begun to deliver energy storage products.
U.S. and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the start of the military conflict between Russia and Ukraine. On February 24, 2022, a full-scale military invasion of Ukraine by Russian troops was reported and the conflict is continuing at an intense level.
U.S. and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the start of the military conflicts between Russia and Ukraine, beginning in in February 2022, and between Gaza and Israel, beginning in in October 2023.
The markets in which we operate are in their infancy and highly competitive, and we may not be successful in competing in these industries as the industry further develops. We currently face competition from new and established domestic and international competitors and expect to face competition from others in the future, including competition from companies with new technology.
We currently face competition from new and established domestic and international competitors and expect to face competition from others in the future, including competition from companies with new technology. The worldwide energy storage market is in its infancy, and we expect it will become more competitive in the future.
The Warrants we issued in our July 2022 offering are speculative in nature, and the trading market for our Warrants are volatile, sporadic and limited.
We cannot assure stockholders of a positive return on their investment when they sell their shares, nor can we assure that stockholders will not lose the entire amount of their investment. 19 The Warrants we issued in our July 2022 offering are speculative in nature, and the trading market for our Warrants are volatile, sporadic and limited.
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The duration and scope of the impacts of the COVID-19 pandemic are uncertain and may continue to adversely affect our operations, supply chain, distribution, and demand for our products. While the global designation of COVID-19 as a pandemic has recently ended, the Company is assessing any potential factors that may continue to impact its business.
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If we fail to scale our business operations and otherwise manage future growth and adapt to new conditions effectively as we grow our company, we may not be able to produce, market, sell and service our products successfully. Any failure to manage our growth effectively could materially and adversely affect our business, prospects, operating results and financial condition.
Removed
Thus far, the impact of COVID-19 on the global economy and our customers has not affected us materially. To date, we have not experienced any issues with our supply chain, but delays through international ports have been experienced in the industry.
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Moreover, a product liability claim could generate substantial negative publicity about our products and business and could have material adverse effect on our brand, business, prospects and operating results. 13 The markets in which we operate are in their infancy and highly competitive, and we may not be successful in competing in these industries as the industry further develops.
Removed
If we were to encounter a significant disruption due to COVID-19 at one or more of our locations or suppliers, we may not be able to satisfy customer demand for a period of time.
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On April 14, 2023, California implemented Net Energy Metering 3 (NEM3) for subsequent new solar installations. NEM3 reduces the amount of NEM credit for each kilowatt (KW) of solar power sent to the utility from a rate of approximately $0.20 per KW to $0.09 per KW (each Utility varies).
Removed
Furthermore, the impact of COVID-19 on the economy, demand for our products and impacts to our operations, including the measures taken by governmental authorities to address it, may precipitate or exacerbate other risks and/or uncertainties, including specifically many of the risk factors set forth herein, which may have a significant impact on our operating results and financial condition, although we are unable to predict the extent or nature of these impacts at this time.
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NEM3 effectively increases the average solar Return of Investment (ROI) from 5-6 years to 10-12 years (each Utility varies). Effectively, the Company believes that solar installation in California currently makes little financial sense without also including a battery system. Typically, installing NeoVolta nets a ROI of 4-6 years.
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For instance, we are exposed to multiple risks relating to inverters and lithium iron phosphate cells.
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We estimate that NEM3 reduced our sales from the enactment date in December 2022 continuing through our last fiscal quarter, as solar installers worked off their permitted NEM2 installs. We expect our sales to gradually increase going forward.
Removed
In addition, Russian military actions and the resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets, potentially making it more difficult for us to obtain additional funds. Any of the above mentioned factors could affect our business, prospects, financial condition, and operating results.
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As a result, it may be more difficult for us to attract and retain qualified persons to serve on our Board of Directors or as executive officers.
Removed
In particular, the California Public Energy Commission (“CPUC”) passed Net Energy Metering 3 (“NEM3”) in November 2022 with a phase in date of April 14, 2023. NEM3 significantly reduces the value to “excess” solar that a customer sends to the Utility during the day. Under NEM2, customer typically achieved a pay back period of 5-6 years.
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We depend heavily on the continued efforts of Ardes Johnson, our Chief Executive Officer, who joined the Company in April 2024, and Brent Willson, our former CEO and current chief technology officer , who are essential to our strategic vision and day-to-day operations and would be difficult to replace. The departure or loss of either Mr. Johnson or Mr.
Removed
Under NEM3, solar pay back is 10-12 years depending on the Utility. As a result, most solar installers focused on installing as much solar as possible prior to the April 14, 2023 deadline. This resulted in a delay of battery and ESS installations since adding these capabilities do not affect NEM status.
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Issues in the development and use of artificial intelligence, combined with an uncertain regulatory environment, may result in reputational harm, liability, or other adverse consequences to our business operations. As with many technological innovations, artificial intelligence presents risks and challenges that could impact our business.
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We may need to assert intellectual property-related claims or defend ourselves against intellectual property infringement claims, which may be time-consuming and could cause us to incur substantial costs.
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We may adopt and integrate generative artificial intelligence tools into our systems for specific use cases.
Removed
Willson, who is also a director, is the founder of NeoVolta and is essential to our strategic vision and day-to-day operations and would be difficult to replace. The departure or loss of Mr. Willson, or the inability to timely hire and retain a qualified replacement, could negatively impact our ability to manage our business.
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Our vendors may incorporate generative artificial intelligence tools into their offerings without disclosing this use to us, and the providers of these generative artificial intelligence tools may not meet existing or rapidly evolving regulatory or industry standards with respect to privacy and data protection and may inhibit our or our vendors’ ability to maintain an adequate level of service and experience.
Removed
If our existing stockholders, who acquired their shares of common stock at prices substantially below our current trading price, sell, or indicate an intention to sell, substantial amounts of our common stock in the public market after the contractual lock-up agreements such stockholders entered into in connection with our July 2022 offering expire and other restrictions on resale lapse, the trading price of our common stock could be adversely impacted.
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If we, our vendors, or our third-party partners experience an actual or perceived breach or privacy or security incident because of the use of generative artificial intelligence, we may lose valuable intellectual property and confidential information and our reputation and the public perception of the effectiveness of our security measures could be harmed.
Removed
Certain of our stockholders holding an aggregate of 13,907,867 shares at the time of our July 2022 public offering and our officers and directors, agreed not to offer, sell, dispose of or hedge such shares of our common stock through January 23, 2023.
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Further, bad actors around the world use increasingly sophisticated methods, including the use of artificial intelligence, to engage in illegal activities involving the theft and misuse of personal information, confidential information, and intellectual property. Any of these outcomes could damage our reputation, result in the loss of valuable property and information, and adversely impact our business.
Removed
Upon the expiration of the lock-up agreements, all such shares became eligible for resale in the public market, subject to applicable securities laws, including the Securities Act.
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We are an emerging growth company until the earliest of: · the last day of the fiscal year during which we have total annual gross revenues of $1 billion or more; · the last day of the fiscal year following the fifth anniversary of our initial public offering; · the date on which we have, during the previous 3-year period, issued more than $1 billion in non-convertible debt; or · the date on which we are deemed a “large accelerated issuer” as defined under the federal securities laws.
Removed
Upon ability to sell shares pursuant to Rule 144, the trading price of our common stock could be adversely impacted if these stockholders sell, or indicate an intention to sell, substantial amounts of our common stock in the public market. Nevada law and provisions in our articles of incorporation and bylaws could make a takeover proposal more difficult.
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In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies.
Removed
For so long as we remain an emerging growth company, we: · may present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations, or MD&A; and · are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBS Act.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeWe believe this facility will accommodate our growth for at least three years. The facility was secured under a sublease agreement with our former contract manufacturer. Under the terms of the sublease agreement, we are currently required to make rental payments of $10,750 per month, including our share of operating expenses.
Biggest changeThe facility was secured under a sublease agreement with our former contract manufacturer. Under the terms of the sublease agreement, we were required to make rental payments of approximately $11,000 per month during the initial one-year term and any subsequent renewals of the agreement.
However, we are under no obligation to renew it. We do not own any real property.
The sublease agreement is renewable upon mutual agreement of both parties for up to four additional years at a modest increase in the monthly rent, however, we are under no obligation to renew it. We do not own any real property.
Removed
We entered into the sublease agreement with our former contract manufacturer, effective January 1, 2021, for an initial term of 12 months. The sublease is renewable for additional terms of 12 months upon mutual agreement of both parties, provided thirty days’ notice is given for each subsequent term, at a modest increase in the monthly rent, through February 28, 2025.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Since July 28, 2022, our common stock and Warrants have been listed on the NASDAQ Capital Market (“Nasdaq”) under the symbols “NEOV” and “NEOVW,” respectively.
Biggest changeITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock and Warrants are listed on the NASDAQ Capital Market (“Nasdaq”) under the symbols “NEOV” and “NEOVW,” respectively. Holders As of September 27, 2024, there were approximately 30 holders of record of our common stock.
The securities were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. Purchases of Equity Securities by the Issuer and Affiliated Purchasers We did not repurchase any of our equity securities during the year ended June 30, 2023. ITEM 6. [RESERVED]
Recent Sales of Unregistered Securities In the three months ended June 30, 2024, we issued no new shares of our common stock. Purchases of Equity Securities by the Issuer and Affiliated Purchasers We did not repurchase any of our equity securities during the year ended June 30, 2024. ITEM 6. [RESERVED]
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From October 2019 to July 27, 2022, our common stock was quoted on the OTCQB Marketplace (the “OTCQB”) under the symbol “NEOV.” Holders As of September 22, 2023, there were approximately 28 holders of record of our common stock.
Removed
Recent Sales of Unregistered Securities In the three months ended March 31, 2023, we also issued a total of 9,759 shares of common stock to two of our independent installers as payment for reaching certain volume thresholds pursuant to their distribution agreements.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

23 edited+4 added5 removed24 unchanged
Biggest changeThe cost of goods sold in both periods reflected the cost of procuring and assembling the component parts of the energy storage systems that were sold in each fiscal year and resulted in gross profits on such sales of approximately 20% and 15%, respectively, with such increase largely being due to transitional factors related to the recent assumption of manufacturing operations from our contract operator which are not expected to be recurring in the future.
Biggest changeThe cost of goods sold in both periods reflected the cost of procuring and assembling the component parts of the energy storage systems that were sold in each fiscal year and resulted in gross profits on such sales of approximately 19% and 20%, respectively, with such decrease largely being due to a partial reserve for obsolescence on component parts of our NV-14K’s of $90,000 in the year ended June 30, 2024, which was offset in part by efficiencies that we have realized from taking over responsibility for manufacturing of our products from a contract operator since last year.
Recent Assembly Inventory Purchase In April 2023, we closed the bulk purchase of raw materials inventory from our contract manufacturer by making a cash payment to that company in the net amount of approximately $1.3 million. This transaction was completed pursuant to an amendment of our Master Supply Agreement with our contract manufacturer.
Assembly Inventory Purchase In April 2023, we closed the bulk purchase of raw materials inventory from our contract manufacturer by making a cash payment to that company in the net amount of approximately $1.3 million. This transaction was completed pursuant to an amendment of our Master Supply Agreement with our contract manufacturer.
Off-Balance Sheet Arrangements We have no obligations, assets or liabilities which would be considered off-balance sheet arrangements as defined in Item 303 of Regulation S-K. Critical Accounting Policies The financial statements have been prepared in accordance with generally accepted accounting principles in the United States, or GAAP.
Off-Balance Sheet Arrangements We have no obligations, assets or liabilities which would be considered off-balance sheet arrangements as defined in Item 303 of Regulation S-K. 25 Critical Accounting Policies The financial statements have been prepared in accordance with generally accepted accounting principles in the United States, or GAAP.
Because we are purely dedicated to energy solar systems, virtually all of our current resources and efforts go into further developing our flagship NV14, NV14-K, and NV 24 products, while focusing on specific industry needs for our next generation of products.
Because we are purely dedicated to energy solar systems, virtually all of our current resources and efforts go into further developing our flagship NV14 and NV 24 products, while focusing on specific industry needs for our next generation of products.
Because of these factors, we believe NeoVolta is uniquely equipped to establish itself as a major player in the energy storage market. 21 In May 2019, we completed a public offering of shares of our common stock pursuant to Regulation A of the Securities Act (the “IPO”).
Because of these factors, we believe NeoVolta is uniquely equipped to establish itself as a major player in the energy storage market. 23 In May 2019, we completed a public offering of shares of our common stock pursuant to Regulation A of the Securities Act (the “IPO”).
Business and Summary of Significant Accounting Policies” of the notes to our financial statements for the fiscal year ended June 30, 2023, set forth below under, “Index to Financial Statements”, for a further description of our critical accounting policies and estimates.
Business and Summary of Significant Accounting Policies” of the notes to our financial statements for the fiscal year ended June 30, 2024, set forth below under, “Index to Financial Statements”, for a further description of our critical accounting policies and estimates.
In conjunction with the public offering, all holders of our 2018 convertible notes in the total amount of $59,251, including accrued interest, converted their debt into a total of 9,404,867 shares of common stock at the stated conversion rate, and all holders of our 2021 convertible notes in the total amount of $1,120,035, including accrued interest, converted their debt into a total of 267,000 shares of common stock at the stated conversion rate.
In conjunction with the public offering, all holders of our 2018 convertible notes in the total amount of $59,251, including accrued interest, converted their debt into a total of 9,404,867 shares of common stock at the stated conversion rate, and all holders of our 2021 convertible notes in the total amount of $1,068,000 converted their debt into a total of 267,000 shares of common stock at the stated conversion rate.
As further discussed below, our net cash provided by financing activities in the year ended June 30, 2023 was entirely attributable to the successful completion of an underwritten public offering of our equity securities in early August 2022.
As further discussed below, our net cash provided by financing activities in the year ended June 30, 2023 was entirely attributable to the successful completion of an underwritten public offering of our equity securities in early August 2022. We completed an underwritten public offering of our equity securities in the form of Units in early August 2022.
As a result of the simultaneous conversion of both sets of convertible notes, we fully eliminated our convertible debt. As of June 30, 2023, we had a cash balance of $2.0 million and net working capital of approximately $6.5 million. Currently, we are not generating a break-even level of net operating cash flow from our net sales.
As a result of the simultaneous conversion of both sets of convertible notes, we fully eliminated our convertible debt. As of June 30, 2024, we had a cash balance of approximately $1.0 million and net working capital of approximately $4.6 million. Currently, we are not generating a break-even level of net operating cash flow from our net sales.
Pursuant to the amendment, we assumed such responsibility for the manufacturing process surrounding our ESS units from our contract manufacturer on June 1, 2023. In conjunction with assuming this responsibility, we hired the two employees of our contract manufacturer who previously performed contract manufacturing services for us. We plan to hire three additional “assemblers” in the second half of 2023.
Pursuant to the amendment, we assumed such responsibility for the manufacturing process surrounding our ESS units from our contract manufacturer on June 1, 2023. In conjunction with assuming this responsibility, we hired the employees of our contract manufacturer who previously performed contract manufacturing services for us. We plan to hire additional “assemblers” as necessary.
Research and Development Expense - Research and development expenses for year ended June 30, 2023 were $29,936 compared to $68,503 for year ended June 30, 2022. Such fluctuation was due to a modest decrease in the level of our product development efforts.
Research and Development Expense - Research and development expenses for the year ended June 30, 2024 were $19,154 compared to $29,936 for the year ended June 30, 2023. Such fluctuation was due to a modest decrease in the level of our product development efforts.
Our estimates are based on our limited historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources.
Our estimates are based on our limited historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
Interest Expense - Interest expense for the year ended June 30, 2023 was $4,134 compared to $49,544 for the year ended June 30, 2022. This decrease resulted from the conversion of our 2018 and 2021 convertible notes in conjunction with the closing of our public equity offering in August 2022.
Interest expense for the year ended June 30, 2024 was zero compared to $4,134 for the year ended June 30, 2023, reflecting the conversion of our 2018 and 2021 convertible notes in conjunction with the closing of our public equity offering in August 2022.
Net cash provided by financing activities in the year ended June 30, 2023 was $3,780,405, compared to $1,068,000 in the year ended June 30, 2022.
Net cash provided by financing activities in the year ended June 30, 2024 was zero compared to $3,780,405 in the year ended June 30, 2023.
Results of Operations Comparison of the Years Ended June 30, 2023 and 2022 Revenues - Revenues from contracts with customers for the year ended June 30, 2023 were $3,455,813 compared to $4,473,514 for the year ended June 30, 2022.
Results of Operations Comparison of the Years Ended June 30, 2024 and 2023 Revenues - Revenues from contracts with customers for the year ended June 30, 2024 were $2,645,072 compared to $3,455,813 for the year ended June 30, 2023.
Actual results may differ from these estimates under different assumptions or conditions. 23 We believe that certain accounting policies, particularly those related to the recognition of revenues arising from the sales of our ESS products to customers of our business, affect our more significant judgments and estimates used in the preparation of our financial statements.
We believe that certain accounting policies, particularly those related to the recognition of revenues arising from the sales of our ESS products to customers of our business, affect our more significant judgments and estimates used in the preparation of our financial statements.
All of our manufacturing certifications are listed under NeoVolta. This amended agreement had no effect on our present Sublease Agreement with our contract manufacturer, pertaining to our existing manufacturing location in Poway, CA (see “Item 2 Properties”).
All of our manufacturing certifications are listed under NeoVolta. The amended agreement in April 2023 had no effect on our present Sublease Agreement with our contract manufacturer, pertaining to our existing manufacturing location in Poway, CA (see “Item 2 Properties”). Other Developments We continue to monitor current international developments occurring in Ukraine and Israel.
We encourage you to review the “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” sections in this report. Overview We are a designer, manufacturer, and seller of high-end Energy Storage Systems (or ESS), primarily our NeoVolta NV14, NV14-K, and NV 24, which can store and use energy via batteries and an inverter at residential or commercial sites.
Overview We are a designer, manufacturer, and seller of high-end Energy Storage Systems (or ESS), primarily our NeoVolta NV14, NV 24 and, to a lesser extent, our NV14-K, which can store and use energy via batteries and an inverter at residential or commercial sites.
Liquidity and Capital Resources Operating activities . Net cash used in operating activities in the year ended June 30, 2023 was $2,108,001, compared to $1,163,296 in the year ended June 30, 2022, reflecting a significant increase in net working capital requirements for operations of approximately $800,000 in the current fiscal year period. Financing activities .
Net cash used in operating activities in the year ended June 30, 2024 was $1,016,362, compared to $2,108,001 in the year ended June 30, 2023, reflecting a significant decrease in net working capital requirements in the current fiscal year period. Financing activities .
Such decrease was primarily due to the reduction in the expense recorded for the fair value of incentive shares of common stock earned by our executive officers under their new employment contracts, effective in March 2022.
General and Administrative Expense - General and administrative expenses for the year ended June 30, 2024 were $2,828,147 compared to $3,293,758 for the year ended June 30, 2023. Such decrease was primarily due to the reduction in the expense recorded for the fair value of incentive shares of common stock earned by our executive officers under their current employment contracts.
Net Loss - Net loss for the year ended June 30, 2023 was $2,639,833 compared to $5,804,834 for the year ended June 30, 2022, representing the aggregate of the various revenue and expense categories indicated above. We have not recognized any income tax benefit for these net losses due to the uncertainty of our ultimate realization.
Net Loss - Net loss for the year ended June 30, 2024 was $2,303,310 compared to $2,639,833 for the year ended June 30, 2023, representing the aggregate of the various revenue and expense categories indicated above.
Business - Regulatory Environment” for a discussion of the new utility regulations). Cost of Goods Sold - Cost of goods sold for the year ended June 30, 2023 were $2,767,818 compared to $3,806,381 for the year ended June 30, 2022.
Cost of Goods Sold - Cost of goods sold for the year ended June 30, 2024 were $2,134,725 compared to $2,767,818 for the year ended June 30, 2023.
Such decrease was primarily due to the pendency of the April 2023 effective date of new utility regulations in the State of California that we believe caused an economic disincentive for residential utility customers to acquire our energy storage systems prior to the effective date of those regulations (see “Item 1.
Such decrease was primarily due to various macroeconomic and regulatory factors including the negative impact of new utility regulations in the State of California that we believe has caused an extended economic disincentive for residential utility customers to acquire our energy storage systems since the December 2022 enactment date and continuing through the year ended June 30, 2024.
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General and Administrative Expense - General and administrative expenses for the year ended June 30, 2023 were $3,293,758 compared to $6,353,920 for the year ended June 30, 2022.
Added
We encourage you to review the “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” sections in this report.
Removed
Our net cash provided by financing activities in the year ended June 30, 2022 resulted from the issuance of our convertible notes payable to a group of accredited investors in October 2021 in the amount of $1,068,000.
Added
Other Income and Expense - Interest income for the year ended June 30, 2024 was $33,644 compared to zero for the year ended June 30, 2023. This increase was due to rising money market rates which have enabled the Company to earn interest on its investable cash in the year ended June 30, 2024.
Removed
Such notes were ultimately converted into common stock in conjunction with the closing of our public offering in August 2022. 22 We completed an underwritten public offering of our equity securities in the form of Units in early August 2022.
Added
We have not recognized any income tax benefit for these net losses due to the uncertainty of our ultimate realization. 24 Liquidity and Capital Resources Operating activities .
Removed
Other Developments As a result of the continued spread of the COVID-19 coronavirus since early 2020, economic uncertainties have arisen which could impact business operations, supply chains, energy demand, and commodity prices that are beyond our control.
Added
However, we do not believe that they will have a significant impact on either the domestic markets for our products or the international supply chains for our product components, which are largely sourced from Asia.
Removed
In early 2022, we experienced some negative impact of the COVID-19 pandemic on the sales of our assembled energy storage systems, primarily through a group of wholesale dealers and installers located in California. We continue to monitor COVID-19, but do not believe it will have a material unfavorable impact to our future financial performance at this time.

Other NEOVW 10-K year-over-year comparisons