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What changed in NeoVolta Inc.'s 10-K2024 vs 2025

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Paragraph-level year-over-year comparison of NeoVolta Inc.'s 2024 and 2025 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 2025 report.

+163 added214 removedSource: 10-K (2025-09-29) vs 10-K (2024-09-27)

Top changes in NeoVolta Inc.'s 2025 10-K

163 paragraphs added · 214 removed · 76 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeDespite any measures taken to protect our intellectual property, unauthorized parties may attempt to copy aspects of our products or to obtain and use information that we regard as proprietary. Our business is affected by our ability to protect against misappropriation and infringement of our intellectual property, including our trademarks, service marks, patents, domain names, copyrights and other proprietary rights.
Biggest changeIn addition to patents, we protect our intellectual property through nondisclosure agreements, confidentiality provisions, and invention assignment agreements with employees, consultants, and advisors. Despite these protections, unauthorized parties may attempt to copy aspects of our products or use information we consider proprietary. The success of our business depends in part on our ability to defend against misappropriation and infringement.
Our reference to the URL for our website is intended to be an inactive textual reference only.
Our reference to the URL for our website is intended to be an inactive textual reference only. 8
US Patent No. 10,998,730 B1 is directed to NeoVolta’s solar power inverter system. US Patent No. 11,502,618 B2 relates to NeoVolta’s generators. US Patent No. 11,605,952 B1. which is an expansion of our first Patent, relates to NeoVolta’s solar power inverter system. We will continue to expand our Patent portfolio when appropriate.
Patent No. 11,502,618 B2 directed to NeoVolta’s generators. · U.S. Patent No. 11,605,952 B1 an expansion of our inverter system patent. We expect to continue filing for patent protection when appropriate as we expand our technology portfolio.
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.
We believe that these combined factors—retrofit opportunity, rising attachment in new installations, growth into C&I, expanding financing and distribution channels, and favorable regulatory and resiliency drivers—create a substantial and growing market opportunity for NeoVolta. 4 Growth Strategy With the addition of Ardes Johnson to NeoVolta’s management team as our CEO in April 2024, we adopted a refreshed growth strategy designed to expand our market penetration, diversify revenue channels, and accelerate product development.
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.
This strategy rests on three primary objectives: (i) expanding revenue through strategic sales channel development, (ii) broadening financing options through partnerships, and (iii) initiating development of next-generation storage solutions. Sales Channel Expansion. We have built a national sales team targeting key renewable energy distribution centers and regional installers.
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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.
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ITEM 1. BUSINESS Overview We are a designer and manufacturer of high-performance energy storage systems (“ESS”) for residential and commercial applications. Our product portfolio includes the NV14, NV24, NVPlus, NV7600 stand-alone inverter, and most recently, the NV16 kW AC hybrid inverter with 24 kW PV input and a 250 kW / 430 kWh commercial and industrial (“C&I”) system.
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We were founded to identify new ways to leverage emerging technologies with the dynamic changes that are taking place in the energy delivery space. We primarily market and sell our products directly to our certified solar installers and solar equipment distributors. In the future, we intend to expand multiple opportunities with residential developers, commercial developers, and other commercial opportunities.
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Our systems combine lithium iron phosphate (LiFePO₄) battery technology with hybrid inverter capability, providing safe, flexible, and adaptable solutions for backup power, self-consumption, and energy resilience. We market and sell our products primarily through certified solar installers and regional and national distributors.
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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.
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Initially focused on Southern California, we have since expanded into other markets throughout the United States and Puerto Rico. Looking forward, we intend to grow across residential, commercial, and industrial segments while building financing solutions and pursuing domestic and FEOC-compliant sourcing to support long-term competitiveness.
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We believe we are unique in the marketplace due to our low cost, our innovative battery chemistry, our product versatility, and our commitment to installer service. Because of these factors, we believe NeoVolta is uniquely equipped to establish ourselves as a major player in the energy storage market.
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History We were founded in 2018 to develop safe, reliable, and versatile residential energy storage systems. Later that year, we produced our first prototype of the NV14, which received certification and approval from the California Energy Commission in early 2019. Customer installations began shortly thereafter in San Diego County following approval from San Diego Gas & Electric.
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Our NV14 ESS contains a 7,680 W hybrid 120V / 240V and 208V 3-phase inverter and a 14.4 kWh battery system power. The NV14 is energy efficient, has a variety of operating options, and uses Lithium Iron Phosphate (LiFe (PO4)) batteries.
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Between 2020 and 2022, we expanded beyond Southern California into other major metropolitan regions and ultimately into more than 15 additional states and territories. During this period, we introduced the NV24 expansion battery and continued to secure certifications under evolving California and national regulatory standards.
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The batteries we utilize are capable of 6,000 cycles at a Depth of Discharge (DoD) of 90% and have a high thermal range (heat and cold tolerances). Our NV14 ESS integrates all components and is NEMA Type 3R rated (indoor/outdoor).
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In 2023, we transitioned from contract manufacturing to in-house production by hiring key personnel and assuming direct responsibility for manufacturing operations in Poway, California. This change enhanced quality control and supply chain resilience.
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Our NV14-K variant is specifically designed for inclusion into EOS Linx Electric Vehicle charging and advertising products named “Aurora Charge Station.” Our NV24 provides additional energy storage capacity raising the NV14 from 14.4 KW to 24.0 KW. Our newest update of the NV14 ESS allows for commercial 208V 3-phase installations adding significantly to our potential customer base.
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Since 2024, we have broadened our product portfolio with the launch of the NVPlus energy storage system and the NV7600 stand-alone inverter, extending our reach into higher-capacity residential and light commercial applications. In February 2025, we expanded into a larger facility in Poway to support increased production.
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History We completed the initial design work and completed testing and certification of our first offering, the NeoVolta NV14, in August 2018. In September 2018, we completed our first production prototype. By March 2019, we completed all certifications and were granted approval by the California Energy Commission (CEC) for off-grid and on-grid installation.
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Subsequent to fiscal year end, we announced two additional products: a 250 kW / 430 kWh Commercial & Industrial (C&I) Battery Energy Storage System, and the NV16 kW AC hybrid inverter with 24 kW PV input, expected to be available beginning in November 2025. 2 Our Products We design and manufacture energy storage systems (“ESS”) that combine lithium iron phosphate (LiFePO₄) battery technology with integrated or stand-alone inverters to provide safe, reliable backup power for residential and light commercial applications.
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Since our headquarters are located in San Diego County, a county with more than 160,000 solar customers, we chose San Diego for our initial rollout. In May 2019, the NV14 was approved throughout San Diego County and City areas by San Diego Gas & Electric (SDG&E) for connection to its grid system and customer installations began.
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All systems are NEMA 3R rated for indoor or outdoor installation, UL 9540/9540A certified, and compatible with both AC- and DC-coupled solar configurations. · NV14 — Our flagship ESS, the NV14 integrates a 14.4 kWh battery with a 7.6 kW hybrid inverter capable of 120V/240V residential and 208V three-phase commercial operation.
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In June 2019, we moved our contracted manufacturing to a facility in Poway, California. In June 2019, we began marketing to San Diego based solar installers. In early 2020, we expanded our certified installer network to the greater Los Angeles, San Francisco, and Sacramento areas.
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The system is designed for energy efficiency, time-of-use optimization, and backup power. · NV24 — The NV24 expansion battery increases NV14 capacity from 14.4 kWh to 24.0 kWh without requiring an additional inverter, allowing customers to scale storage at lower cost. · NVPlus — Introduced in 2024, NVPlus is a higher-capacity ESS developed for larger residential and small commercial applications.
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At present, we have installs in the following 14 States and Territories: California, Nevada, Arizona, Utah, Colorado, Wyoming, Texas, Oklahoma, Missouri, Tennessee, Alabama, Georgia, Florida, and Puerto Rico.
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It provides extended runtime, supports greater solar inputs, and is designed for customers requiring whole-home backup or higher daily cycling. · NV7600 — A stand-alone 7.6 kW inverter launched in 2024, designed for use with NeoVolta storage products or as a retrofit solution for existing solar systems.
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In January 2021, we moved to a larger production facility in Poway, California to facilitate growth. 2 Our Products - NeoVolta NV14, NV14-K, and NV24 The NV14 is a complete ESS with 7,680-Watt 120V / 240V hybrid inverter (one of the largest in the industry) which is also capable of 208V 3-phase commercial power with a 14.4 kWh lithium iron phosphate (LiFe (PO4)) battery system.
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In addition to these core products, we have also developed the NV14-K, a custom variant of the NV14 engineered to EOS Linx specifications. This product is manufactured on a limited basis for a single customer application and is not marketed generally.
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The NV14-K is a variant of the NV14 built to EOS Linx specifications. This is all incorporated in one National Electrical Manufacturer Association (NEMA) Type 3R rated indoor/outdoor cabinet system with all United Laboratories (UL) compliant electrical certifications, and fire code requirements.
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Subsequent to fiscal year end, we announced two additional products: (i) a Commercial & Industrial Battery Energy Storage System (BESS) with a 250 kW power rating and 430 kWh usable capacity, designed for larger-scale applications; and (ii) the NV16 kW AC hybrid inverter with 24 kW PV input, developed to support higher-capacity residential installations and whole-home backup.
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The NV14 is capable of storing and using inverted (AC) photovoltaic, non-inverted (DC) photovoltaic, or both AC and DC photovoltaic solar sources. It can also accept utility grid AC power as a charging source for the integrated 14.4 kWh battery system.
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The NV16 kW inverter is expected to become generally available in November 2025. 3 Market Overview Our addressable market is expanding across multiple customer segments, supported by favorable policy, resiliency needs, and evolving financing and distribution models. Residential Retrofit .
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The NV14 system will charge the batteries with excess solar photovoltaic (AC, DC or both AC and DC) power during daylight conditions - a unique functionality in the ESS industry. The inverter will invert DC battery power into AC power during periods of darkness or higher use periods.
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There are an estimated 4.2 million U.S. homes equipped with solar panels, and more than 3 million of these do not currently have battery storage. (SolarInsure) This represents a significant retrofit opportunity, particularly as installed inverters approach end of life after 10–15 years of operation.
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Once discharged, the batteries will be idle until excess solar photovoltaic is available and will subsequently begin to recharge. The NV14 is designed to primarily charge from solar but can be programmed to charge from other sources of power (solar, wind turbine, generator, and grid).
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Grid reliability concerns, increasingly common utility outages, and changing rate structures are expected to accelerate adoption of storage among this installed base. New Residential and Small Commercial Installations . The U.S. installer market is highly fragmented, with more than 11,000 companies nationwide, most of them small independent operators not typically serviced by larger ESS providers.
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It can be easily programmed by our certified installers to customer-specific use profiles, including for “rate arbitrage,” (graph below) which allows charging from the grid during the lowest rate periods if the utility company allows this activity.
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These smaller installers represent NeoVolta’s core customers. Once certified, they generally become recurring purchasers, relying on just-in-time availability to serve homeowners who prefer not to stock or pre-finance equipment. Battery adoption in new solar projects is rising rapidly. Nationally, only about 6% of residential solar systems included storage in 2020, compared to an estimated 15–20% by 2024.
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Once recharged, the batteries will discharge once solar photovoltaic begins to wane or when the customer needs more power than available from solar photovoltaic.
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(Clean Energy Group) In California, adoption has been even stronger: under the new net-billing tariff, roughly 60% of new residential systems are now being paired with storage, compared to 10–14% under prior net-metering rules. (Utility Dive) Nationally, the residential storage market is scaling quickly—Wood Mackenzie reports ~458 MW added in Q1 2025 alone, the strongest first quarter on record.
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By doing this, customers will be consuming their own solar photovoltaic production instead of sending excess photovoltaic power to the grid and then buying this power back later in the evening from the utility at an often significantly higher retail rate, thereby potentially lowering their monthly electric bill depending on their local utility’s rate plan.
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(Wood Mackenzie) Commercial and Industrial Expansion. Beyond residential applications, the market for C&I storage is emerging as a new growth segment. Businesses are increasingly seeking solutions for demand-charge management, backup power, and grid services.
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Our NV14 is also capable of multi-tasking by recharging via solar photovoltaic power while also supplying power. We believe our NV14 is unique among its competitors in that the cabinet is rated for indoor/outdoor installation (NEMA Type 3R) allowing for more installation configurations and the ability to fit more residential customer use cases.
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To address this demand, we recently announced a 250 kW / 430 kWh C&I battery energy storage system, positioning NeoVolta to participate directly in this next stage of adoption. Financing and Distribution. The importance of financing structures has grown significantly across all customer segments.
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With measurements of 50.5” H x 38” W x 10” D it can be installed either inside the garage or outside (preferable near existing utility connections) of the residence or facility. No solar system can provide power to a home without a system capable of “Islanding,” due to safety regulations put in place for utility workers during outages.
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As system costs increase and federal incentives such as the Investment Tax Credit (“ITC”) phase down under the One Big Beautiful Bill Act (scheduled to sunset by December 31, 2025), adoption is expected to depend increasingly on third-party ownership, leasing, and loan-based models. These financing options reduce upfront costs and align payments with monthly utility savings, broadening access to storage.
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“Islanding” is when a PV generator or other electrical source continues to power a location or residence even though electrical grid power is no longer present. According to Bloomenergy.com, power outages are on the rise in California. There were 25,281 blackout events in 2019, a 23% increase from 20,598 in 2018.
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At the same time, NeoVolta is evolving its channel strategy: while we initially sold primarily to independent installers, we are now leveraging regional and national distributors to expand reach, improve logistics, and scale efficiently across multiple geographies. Policy and Resiliency Drivers. Federal and state policy incentives continue to support adoption, including the ITC, though subject to phase-outs after 2025.
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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.
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Several states, led by California and Hawaii, have adopted building codes and interconnection requirements that mandate or encourage storage. Utilities are increasingly turning to rate reform, such as California’s net-billing tariff, which improves the economics of pairing solar with batteries.
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As islanding can be dangerous to utility workers, who may not realize that a circuit is still powered, an ESS capable of “islanding” must be capable of physically disconnecting from the grid power when it senses that grid supply is not present, has an over current, or an undercurrent condition.
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Meanwhile, grid reliability concerns—including widespread Public Safety Power Shutoff events in California—continue to highlight the resiliency benefits of energy storage for both homeowners and businesses.
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The NV14 includes “islanding” relays that are approved to perform this function.
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While NeoVolta initially focused on direct sales to small, independent installers, we are now leveraging regional and national distributors to extend reach and support scalability. Distributors improve logistics, expand product availability, and position us to penetrate high-growth markets such as Texas, Florida, Hawaii, and Puerto Rico. Financing Partnerships . We are developing financing solutions that align with the evolving market.
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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).
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As federal incentives phase down under the One Big Beautiful Bill Act (scheduled to sunset by December 31, 2025), adoption is expected to rely increasingly on third-party ownership, leasing, and loan-based models. By working with financing partners, we intend to make our products more accessible and affordable to homeowners and small businesses, supporting continued adoption despite changing incentive structures.
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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.
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Product Innovation. We are investing in research and development to expand our product portfolio and maintain a competitive edge.
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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.
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In addition to our core NV14, NV24, NVPlus, and NV7600 inverter, we recently announced two major product launches: (i) a 250 kW / 430 kWh commercial and industrial battery energy storage system, and (ii) the NV16 kW AC hybrid inverter with 24 kW PV input. These launches expand our reach into larger residential and commercial markets.
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This enables customers to achieve a 67% increase in storage for a fraction of the typical cost of adding more storage. Most competitive systems require an additional inverter for any additional storage. New ESS fire code regulations have been significant and are ongoing, especially in California. ESSs can no longer be installed inside the living areas of a home.
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We have also begun advanced discussions with technology partners to develop future generations of NeoVolta storage systems. Commercial Market Entry. We are positioning NeoVolta to compete in the emerging commercial and industrial (“C&I”) segment, where businesses are seeking solutions for resiliency, demand-charge management, and grid services.
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ESSs can be installed inside the garage but require smoke and heat detectors and may also require bollards or caging to protect the ESS from being accidentally struck by a vehicle. This is a particularly detrimental code to ESS that cannot be installed outside. Both requirements are directly related to fire risk from certain battery chemistries.
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Our newly introduced 250 kW / 430 kWh C&I product is the first step in this expansion. Strategic Combinations. In addition to organic growth, we may evaluate acquisitions, joint ventures, or other strategic transactions to expand our technology base, accelerate market entry, and enhance financing capabilities.
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Lithium Ion, a very popular chemistry in the ESS industry, has demonstrated fire and thermal runaway characteristics in certain circumstances. Our batteries were UL 9540 certified at the cell and modular level in July 2021 certifying that they will not catch on fire and exhibit no thermal runaway characteristics.
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We believe this growth strategy—driven by expanded distribution, financing innovation, product development, and C&I expansion—will allow NeoVolta to scale efficiently and strengthen our competitive position in the growing energy storage market. 5 Competition We compete with several established companies in the energy storage systems (“ESS”) market, including Tesla, LG Chem, Sonnen, Enphase, SunPower, and SMA America.
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We expect such changes in regulatory code to be a routine requirement as ESS is a new field that warrants scrutiny and is a major focus of our management team. We also see the complex regulatory environment as a significant barrier to new market entry.
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Many of these competitors have significantly greater financial resources, manufacturing capacity, brand recognition, and established distribution channels. Their scale allows them to pursue aggressive pricing, broader marketing, and faster product refresh cycles.
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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.
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In addition to dedicated ESS providers, we also face competition from diversified industrial companies, generator manufacturers, inverter suppliers, and other firms that offer alternative backup power or distributed energy solutions. We expect new entrants to continue to emerge as energy storage adoption expands and regulatory requirements evolve.
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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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Despite the presence of larger and more established competitors, we believe NeoVolta maintains distinct competitive advantages: Product Availability. We generally fulfill orders in less than two weeks, often within days, compared to extended backlogs reported by some competitors. This supports the cash-flow needs of small and mid-sized installers. Installer Service.
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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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Our Certified Installer Program, direct technical support, and remote monitoring capabilities provide education and assistance to installers, fostering loyalty and reducing installation risk. Product Safety and Flexibility. Our systems use lithium iron phosphate (LiFePO₄) chemistry and are UL 9540/9540A certified with no thermal runaway risk.
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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.
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Products are NEMA 3R rated for indoor/outdoor use, support both AC- and DC-coupled solar, and allow capacity expansion without requiring an additional inverter. Market Focus. Unlike some competitors that sell storage primarily as an add-on to solar, NeoVolta is focused entirely on energy storage.
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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.
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We target independent installers and distributors that are underserved by larger providers, particularly in retrofit markets and emerging commercial segments. We believe these differentiators allow us to compete effectively in a rapidly growing market, even against larger, more established participants.
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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.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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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.
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.
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.
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 $1.235 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.
As a public company, we also expect that these rules and regulations may make it more difficult and expensive for us to obtain director and officer liability insurance in the future and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage.
As a public company, we expect that these rules and regulations may make it more difficult and expensive for us to obtain director and officer liability insurance in the future and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage.
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.
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. 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.
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.
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. 9 We may be unable to meet our growing energy storage production plans and delivery plans, any of which could harm our business and prospects.
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 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. Continued high mortgage interest rates may result in a decrease in demand by homeowners for our residential energy storage systems.
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.
Bond, or the inability to timely hire and retain qualified replacements, could negatively impact our ability to manage our business. 15 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.
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.
U.S. and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the military conflicts between Russia and Ukraine, which began in February 2022, and between Gaza and Israel, which began in October 2023.
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.
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.
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.
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.
As an “emerging growth company” under the Jumpstart Our Business Startups Act, or JOBS Act, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. As an “emerging growth company” under the JOBS Act, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements.
As an “emerging growth company” under the JOBS Act, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements.
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.
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. 11 We depend on a small number of wholesale dealers for a significant portion of our revenues to date.
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.
We may not be successful in undertaking this expansion if we are unable to control expenses and avoid cost overruns and other unexpected operating costs; adapt our products and conduct our operations to meet local requirements; implement the required infrastructure, systems and processes; and find and hire the right skills to make our growth successful.
We may not be successful in undertaking this expansion if we are unable to control expenses and avoid cost overruns and other unexpected operating costs; adapt our products and conduct our operations to meet local requirements; implement the required infrastructure, systems and processes; and find and hire the right skills to make our growth successful. 11 If we are unable to achieve our targeted manufacturing costs for our energy storage products our financial condition and operating results will suffer.
Any such increase, supply interruption or shortage could materially and negatively impact our business, prospects, financial condition and operating results. We use various materials in our business, including inverters and lithium iron phosphate cells, from suppliers.
We may experience increases in the cost or a sustained interruption in the supply or shortage of materials. Any such increase, supply interruption or shortage could materially and negatively impact on our business, prospects, financial condition and operating results. We use various materials in our business, including inverters and lithium iron phosphate cells, from suppliers.
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.
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.
Due to our limited operating history, we depend on a relatively small number of wholesale dealers and installers, primarily in California, for our revenue.
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 in California and other states for our revenue.
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.
We have incurred significant net losses since our inception. For the years ended June 30, 2025 and 2024, we have incurred net losses of $5.0 million and $2.3 million, respectively. As of June 30, 2025, we had an accumulated deficit of $25.8 million.
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.
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.
If any of these third-party information technology providers are compromised due to computer viruses, unauthorized access, malware, natural disasters, fire, terrorism, war and telecommunication failures, electrical failures, cyber-attacks or cyber-intrusions over the internet, then sensitive emails or documents could be exposed or deleted.
If any of these third-party information technology providers experience security breaches or incidents due to computer viruses, unauthorized access, malware, ransomware, natural disasters, fire, terrorism, war, telecommunication failures, electrical failures, cyber-attacks or cyber-intrusions over the internet, then sensitive data, including personal information, trade secrets, and confidential business information could be compromised, exposed, or deleted.
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 are heavily reliant on the services of both Ardes Johnson, our Chief Executive Officer, and Steve Bond, our Chief Financial Officer, and the departure or loss of either officer could disrupt our business.
In the future, we may issue our authorized but previously unissued equity securities, resulting in the dilution of the ownership interests of our present stockholders. We intend to seek to raise additional funds, finance acquisitions or develop strategic relationships by issuing equity or convertible debt securities, which would reduce the percentage ownership of our existing stockholders.
We intend to seek to raise additional funds, finance acquisitions or develop strategic relationships by issuing equity or convertible debt securities, which would reduce the percentage ownership of our existing stockholders.
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.
We depend heavily on the continued efforts of Ardes Johnson, our Chief Executive Officer, and Steve Bond, our Chief Financial 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.
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.
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. These market fluctuations may also materially and adversely affect the market price of our common stock and Warrants.
The issuance of additional preferred stock, while providing desirable flexibility in connection with possible financings and acquisitions and other corporate purposes, could make it more difficult for a third party to acquire a majority of the voting power of our outstanding voting securities, which could deprive our holders of common stock of a premium that they might otherwise realize in connection with a proposed acquisition of our company.
The issuance of additional preferred stock, while providing desirable flexibility in connection with possible financings and acquisitions and other corporate purposes, could make it more difficult for a third party to acquire a majority of the voting power of our outstanding voting securities, which could deprive our holders of common stock of a premium that they might otherwise realize in connection with a proposed acquisition of our company. 16 As an “emerging growth company” under the Jumpstart Our Business Startups Act, or JOBS Act, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements.
Although our securities became listed on Nasdaq in August 2022, there can be no assurance that we will be able to comply with the continued listing standards of Nasdaq, a failure of which could result in a de-listing of our common stock .
Upon exercise of the Warrants, the holder will be entitled to exercise the rights of a common stockholder as to the security exercised only as to matters for which the record date occurs after the exercise. 18 Although our securities became listed on Nasdaq in August 2022, there can be no assurance that we will be able to comply with the continued listing standards of Nasdaq, a failure of which could result in a de-listing of our common stock .
Many of the factors that impact our manufacturing costs are beyond our control, such as potential increases in the costs of our materials and components, such as lithium iron phosphate, nickel and other components of our battery cells. If we are unable to continue to control and reduce our manufacturing costs, our operating results, business and prospects will be harmed.
Many of the factors that impact on our manufacturing costs are beyond our control, such as potential increases in the costs of our materials and components, such as lithium iron phosphate, nickel and other components of our battery cells.
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.
Additionally, increased interest rates may result in fewer secondary home sales, a reduction in the number of customers refinancing their mortgages and uncertainty about the economy. 12 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.
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.
Decreases in the retail prices of electricity from utilities or other renewable energy sources could make our products less attractive to customers.
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.
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.
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.
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.
If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, demand for our stock could decrease, which could cause our stock price and trading volume to decline.
If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, demand for our stock could decrease, which could cause our stock price and trading volume to decline. 19 Claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims against us and may reduce the amount of money available to us.
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.
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 failures by us to comply with these regulations could substantially harm our business and operating results.
If we are unable to achieve production cost targets on our products pursuant to our plans, we may not be able to meet our gross margin and other financial targets.
We may also incur substantial costs or cost overruns in utilizing and increasing the production capability of our energy storage system facilities. If we are unable to achieve production cost targets on our products pursuant to our plans, we may not be able to meet our gross margin and other financial targets.
Increased mortgage interest rates may lead to lower demand for new homes and a reduced number of homes available for solar origination through our homeowner channel. Additionally, increased interest rates may result in fewer secondary home sales, a reduction in the number of customers refinancing their mortgages and uncertainty about the economy.
Increased mortgage interest rates may lead to lower demand for new homes and a reduced number of homes available for solar origination through our homeowner channel.
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.
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.
Our shareholders may experience dilution of their ownership interests because of the future issuance of additional shares of our common or preferred stock or other securities that are convertible into or exercisable for our common or preferred stock. We are authorized to issue an aggregate of 100,000,000 shares of common stock and 5,000,000 shares of “blank check” preferred stock.
We are authorized to issue an aggregate of 100,000,000 shares of common stock and 5,000,000 shares of “blank check” preferred stock. In the future, we may issue our authorized but previously unissued equity securities, resulting in the dilution of the ownership interests of our present stockholders.
We cannot predict if investors will find our securities less attractive due to our reliance on these exemptions. If investors were to find our common stock less attractive as a result of our election, we may have difficulty raising additional capital.
We cannot predict if investors will find our securities less attractive due to our reliance on these exemptions.
While we expect in the future to better understand and control our manufacturing costs, there is no guarantee we will be able to achieve sufficient cost savings to reach our gross margin and profitability goals. We may also incur substantial costs or cost overruns in utilizing and increasing the production capability of our energy storage system facilities.
As a relatively new company, we have limited historical data that ensures our targeted manufacturing costs will be achievable. While we expect in the future to better understand and control our manufacturing costs, there is no guarantee we will be able to achieve sufficient cost savings to reach our gross margin and profitability goals.
Increases in costs, disruption of supply or shortage of materials, in particular for inverters and lithium iron phosphate cells, could harm our business. We may experience increases in the cost or a sustained interruption in the supply or shortage of materials.
If we are unable to continue to control and reduce our manufacturing costs, our operating results, business and prospects will be harmed. Increases in costs, disruption of supply or shortage of materials, in particular for inverters and lithium iron phosphate cells, could harm our business.
Our limited customer base and concentration could expose us to the risk of substantial losses if a single dominant customer stops purchasing, or significantly reduces orders for, our products. Our ability to maintain close relationships with these top customers is essential to the growth and profitability of our business.
As of June 30, 2025, our three largest dealers represented approximately 39%, 12% and 12% of our accounts receivable balance. Our limited customer base and concentration could expose us to the risk of substantial losses if a single dominant customer stops purchasing, or significantly reduces orders for, our products.
Our risks in this area are particularly pronounced given that we have only recently begun to deliver energy storage products.
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.
The Sarbanes-Oxley Act and rules subsequently implemented by the SEC have required changes in corporate governance practices of public companies. As a recent Nasdaq listed public company, we expect these rules and regulations to increase our compliance costs and to make certain activities more time consuming and costly.
The Sarbanes-Oxley Act and rules subsequently implemented by the SEC have required changes in corporate governance practices of public companies.
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 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.
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.
For the fiscal year ended June 30, 2025, our two largest dealers accounted for approximately 41% and 23% of our total revenues, respectively. For the fiscal year ended June 30, 2024, our two largest dealers accounted for approximately 20% and 14% of our total revenues, respectively.
Removed
If we are unable to achieve our targeted manufacturing costs for our energy storage products our financial condition and operating results will suffer. As a relatively new company, we have limited historical data that ensures our targeted manufacturing costs will be achievable.
Added
We may become subject to further tariff increases that would apply to the two main raw material components of our products which are sourced from Asian suppliers.
Removed
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.
Added
Presently, our two main raw material components, batteries and inverters, are imported from different suppliers in China and, until recently, were subject to fairly low tariff rates that had been in effect for several years.
Removed
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).
Added
Beginning in April 2025, the Trump Administration implemented a significant increase in tariff rates on all goods imported from China, although it was temporarily suspended for 90 days in April 2025 and the suspension has recently been extended to early November 2025.
Removed
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.
Added
Prior to the tariff escalation in April 2025, we had anticipated the likelihood of facing such a tariff increase and began stockpiling our inventory of these two components. As a result, we do not anticipate having to purchase a significant level of such components at post-tariff prices for the next several months.
Removed
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.
Added
In the event, however, that such a mutual trade agreement is not reached between the parties within the next several months and we find it necessary to begin purchasing a significant level of our inventory components from China at post-tariff prices, we would be faced with a decision as to whether we should attempt to pass along such tariff increases to our customers through higher prices for our products or absorbing them internally, or some combination of those two alternatives. 10 Changes in our supply chain may result in increased cost.
Removed
Potential tariffs or a global trade war have increased our costs and could further increase the cost of our products, which could adversely impact the competitiveness of our products and our financial results. In 2019, the Trump Administration announced tariffs on goods imported from China in connection with China’s intellectual property practices.
Added
Our ability to maintain close relationships with these top customers is essential to the growth and profitability of our business.
Removed
Our products depend on materials from China, namely inverters and batteries, which are the main components of our products. Traditionally, the tariff rate for our imports has been 3.4%. Presently, our tariff rate is 10.9% on these imports. To date, the Biden Administration has made no significant changes to these Chinese tariffs.
Added
For instance, we are exposed to multiple risks relating to inverters and lithium iron phosphate cells.
Removed
We cannot predict what actions may ultimately be taken with respect to tariffs or trade relations between the United States and China, what products may be subject to such actions, or what actions may be taken by the China in retaliation.
Added
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.
Removed
The tariffs described above, the adoption and expansion of trade restrictions, the occurrence of a trade war, or other governmental action related to tariffs, trade agreements or related policies have the potential to adversely impact our supply chain and access to equipment, our costs and our product margins.
Added
Risks Related to Our Securities Nevada law and provisions in our articles of incorporation and bylaws could make a takeover proposal more difficult.
Removed
Risks Related to Our Securities Our executive officers and directors will exercise significant control over us for the foreseeable future, which will limit our shareholders ability to influence corporate matters and could delay or prevent a change in corporate control.
Added
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.
Removed
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.
Added
If investors were to find our common stock less attractive as a result of our election, we may have difficulty raising additional capital. 17 Our shareholders may experience dilution of their ownership interests because of the future issuance of additional shares of our common or preferred stock or other securities that are convertible into or exercisable for our common or preferred stock.
Removed
As a result, these stockholders will be able to influence our management and affairs and heavily influence the outcome of matters submitted to our stockholders for approval, including the election of directors and any sale, merger, consolidation, or sale of all or substantially all of our assets.
Removed
These stockholders may have interests, with respect to their common stock, that are different from our other stockholders and the concentration of voting power among one or more of these stockholders may have an adverse effect on the price of our common stock.
Removed
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.
Removed
Upon exercise of the Warrants, the holder will be entitled to exercise the rights of a common stockholder as to the security exercised only as to matters for which the record date occurs after the exercise.
Removed
Claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims against us and may reduce the amount of money available to us.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeAs of June 30, 2024, and through the date of the filing of this report, we are not aware of any cybersecurity incidents that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations or financial condition.
Biggest changeAs of June 30, 2025, and through the date of the filing of this report, we are not aware of any cybersecurity incidents that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations or financial condition. 20 Governance One of the key responsibilities of our board of directors is informed oversight of our risk management process, including risks from cybersecurity threats.
Due to our small size, our board of directors has not designated any Board committee or any other subset of Board members to provide oversight of our cybersecurity program as part of a periodic review of our overall risk management program. 21
Due to our small size, our board of directors has not designated any Board committee or any other subset of Board members to provide oversight of our cybersecurity program as part of a periodic review of our overall risk management program.
Governance Our board of directors is responsible for monitoring and assessing strategic risk exposure, and our three executive officers are responsible for the day-to-day management of the material risks we face and are responsible for reporting to our board of directors any cybersecurity incidents.
Our board of directors is responsible for monitoring and assessing strategic risk exposure, and our executive officers are responsible for the day-to-day management of the material risks we face and are responsible for reporting to our board of directors any cybersecurity incidents. At present, our three executive officers have no particular experience or training in cybersecurity matters.
ITEM 1C. CYBERSECURITY Risk Management and Strategy Due to our small size, we have not established formal policies and procedures for assessing, identifying, and managing material risk from cybersecurity threats. However, we monitor cybersecurity threats internally, including any potential unauthorized occurrence on or conducted through our information systems that we use through third party providers.
ITEM 1C. CYBERSECURITY Risk Management and Strategy Due to our small size, we have not established formal policies and procedures for assessing, identifying, and managing material risk from cybersecurity threats.
Removed
Although at present, our executive officers have no direct experience or training in cybersecurity matters, they have experience as officers of other companies similar to our company that may have similar cybersecurity issues.
Added
However, we monitor cybersecurity threats internally, including any potential unauthorized occurrence on or conducted through our information systems that we use through third party providers that may result in adverse effects on the confidentiality, integrity , or availability of our information systems or any information residing therein.
Added
We conduct annual risk assessments and perform as needed updates to our risks to identify cybersecurity threats, as well as assessments in the event of a material change in our business practices that may affect information systems that are vulnerable to such cybersecurity threats. We do not engage consultants, third parties and auditors in connection with our risk assessment processes.
Added
However, our Chief Financial Officer has served as an executive officer for over ten years, including over five years as an executive officer of public companies.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeITEM 2. PROPERTIES Commencing January 2021, we moved into a new dedicated headquarters and manufacturing facility in Poway, California, just north of San Diego. This state-of-the-art, energy-efficient facility has ample square footage, shipping and receiving space, and office spaces to support the company’s growth by providing double the production capability and increases shipping efficiency from that of our previous facility.
Biggest changeITEM 2. PROPERTIES Commencing February 2025, we moved into a new dedicated headquarters and manufacturing facility in Poway, California, just north of San Diego. This state-of-the-art, energy-efficient facility has ample square footage, shipping and receiving space, and office spaces to support the company’s growth by increasing the production capability and shipping efficiency from that of our previous facility.
Removed
The 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.
Added
The facility was secured under a sublease agreement and replaced a similar facility that we shared with our former contract manufacturer from January 2021 through February 2025.
Removed
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.
Added
Upon the expiration of the prior sublease, we relocated our corporate and manufacturing office space to our current facility in the same vicinity under a 13 month sublease agreement with the sublandlord, at a base rental of $18,638 per month. We do not own any real property.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeRecent 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]
Biggest changeRecent Sales of Unregistered Securities In the three months ended June 30, 2025, 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, 2025. 22 ITEM 6. [RESERVED]
ITEM 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.
ITEM 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 29, 2025, there were approximately 36 holders of record of our common stock.

Item 7. Management's Discussion & Analysis

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

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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.
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 essentially comparable gross profits on such sales of approximately 18% and 19% in each year. 23 General and Administrative Expense - General and administrative expenses for the year ended June 30, 2025 were $6,065,590 compared to $2,828,147 for the year ended June 30, 2024.
Revenue is recognized based on the following five step model: · Identification of the contact with a customer · Identification of the performance obligations in the contract · Determination of the transaction price · Allocation of the transaction price to the performance obligations in the contract · Recognition of revenue when, or as, the Company satisfies a performance obligation See “Note 1.
Revenue is recognized based on the following five step model: · Identification of the contract with a customer · Identification of the performance obligations in the contract · Determination of the transaction price · Allocation of the transaction price to the performance obligations in the contract · Recognition of revenue when, or as, the Company satisfies a performance obligation See “Note 1.
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.
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.
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, could potentially affect our judgments and estimates used in the preparation of our financial statements.
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.
Business and Summary of Significant Accounting Policies” of the notes to our financial statements for the fiscal year ended June 30, 2025, set forth below under, “Index to Financial Statements”, for a further description of our accounting policies and estimates. None of those policies are deemed to be critical accounting policies nor critical accounting estimates.
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.
Either circumstance would likely materially adversely affect our sales and/or our profitability. 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.
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.
Results of Operations Comparison of the Years Ended June 30, 2025 and 2024 Revenues - Revenues from contracts with customers for the year ended June 30, 2025 were $8,426,835 compared to $2,645,072 for the year ended June 30, 2024.
Emerging Growth Company and Smaller Reporting Company Status We are an emerging growth company, as defined in the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies.
Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies.
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.
Cost of Goods Sold - Cost of goods sold for the year ended June 30, 2025 were $6,920,130 compared to $2,134,725 for the year ended June 30, 2024.
However, we anticipate that demand for our products will ultimately increase over time and that we will have sufficient cash to operate for at least the next 12 months.
However, we anticipate that demand for our products will ultimately increase over time and that, with our current credit sources, we will have sufficient cash to operate for at least the next 12 months. 24 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.
We encourage you to review the Cautionary Note Regarding Forward-Looking Statements and Risk Factors sections in this report.
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.
Net cash provided by financing activities for the year ended June 30, 2025 was $4,234,161 compared to zero for the year ended June 30, 2024.
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.
Research and Development Expense - Research and development expenses for the year ended June 30, 2025 were $157,305 compared to $19,154 for the year ended June 30, 2024. Such increase was largely due to a higher level of focus by our new chief executive officer on product development efforts.
We believe we are unique in the marketplace due to our low cost, our innovative battery chemistry, our product versatility and our commitment to installer service.
We believe we are unique in the marketplace due to our low cost, our innovative battery chemistry, our product versatility and our commitment to installer service. Because of these factors, we believe NeoVolta is uniquely equipped to establish itself as a major player in the energy storage market.
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.
Net Loss - Net loss for the year ended June 30, 2025 was $5,034,596 compared to $2,303,310 for the year ended June 30, 2024, 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 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 .
Liquidity and Capital Resources Operating activities . Net cash used in operating activities for the year ended June 30, 2025 was $4,425,752 compared to $1,016,362 for the year ended June 30, 2024.
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.
Interest income for the year ended June 30, 2025 was $2,011 compared to $33,644 for the year ended June 30, 2024. This decrease was due to our lower level of investable cash in the year ended June 30, 2025.
The IPO was for a total of 3,500,000 shares of our common stock at an offering price of $1.00 per share. We used the proceeds of the IPO to ramp up production, marketing, and sales of our NV14 product line.
In February 2025, we completed a private equity offering under which we issued a total of 543,500 shares of our common stock to investors at an offering price of $2.00 per share resulting in gross proceeds of $1,087,000.
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.
Currently, we are not generating a break-even level of net operating cash flow from our net sales.
Removed
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”).
Added
Such increase in our revenues was primarily due to the rapid expansion of various new sales channels outside of our traditional focus on the local installer market in the Southern California area since the engagement of our new chief executive officer in April 2024 . As a result, we achieved the highest level of annual sales in our history.
Removed
In that regard, we have used the proceeds from the offering to fund the marketing, production and distribution of our products, which commenced in July 2019 through a group of wholesale customers in California, as well as to provide additional working capital for other corporate purposes. We have expanded to include one wholesale distribution customer in Nevada.
Added
Such increase was mainly due to our appointment of a new chief executive officer, who was engaged at an annual salary of $350,000 and also received a 4 year amortizing equity award of $2,854,000, as well as the hiring of several other employees since April 2024.
Removed
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.
Added
The addition of these personnel has resulted in a higher level of both cash compensation expense and other associated expenses, such as marketing and travel, as well as non-cash stock compensation expenses related to the Company’s equity incentive programs.
Removed
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.
Added
Other Income and Expense – Interest expense for the year ended June 30, 2025 was $320,417 compared to zero for the year ended June 30, 2024, reflecting interest attributable to borrowings made under our line of credit and another borrowing arrangement obtained since June 30, 2024.
Removed
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.
Added
This increase was largely due to the current period increase in our comparative net loss, primarily resulting from an increase in our previously noted cash operating expenses for personnel and related costs, as well as the relatively higher changes in our net working capital needs, including recent stockpiling and prepayment of inventory, on a comparative basis. Financing activities.
Removed
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 .
Added
In September 2024, we entered into an agreement with a newly formed financing entity whereby we obtained a line of credit for borrowings of up to $5,000,000.
Removed
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.
Added
As of June 30, 2025, we made net borrowings under this credit agreement in the total amount of $383,538 initially to fund a short-term loan that we made to a customer in October 2024, in the amount of $250,000, which was fully repaid in December 2024.
Removed
Each Unit consisted of one share of common stock and one warrant to purchase one share of common stock at an exercise price of $4.00 per share. We sold a total of 1,121,250 Units in the offering at an offering price to the public of $4.00 per Unit.
Added
Beginning in November 2024, we made short-term borrowings from another lender in the total amount of $5,106,343, of which a portion had been repaid, leaving an outstanding balance as of June 30, 2025 of $2,603,223.
Removed
The gross proceeds of the offering, including the underwriters’ exercise of the overallotment option, were $4,485,000 and the net proceeds, after deduction of underwriting discounts and other offering costs, were approximately $3,780,000.
Added
While our increasing level of short-term borrowings from this lender have been made at a relatively high borrowing cost in terms of interest rate and fees, we have been able to meet our rising funding needs in this period in large part due to the timely responsiveness of this lender.
Removed
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.
Added
In December 2024, we also received proceeds from the exercise of warrants issued in our August 2022 public offering in the amount of $160,400. As of June 30, 2025, we had a cash balance of approximately $0.8 million and net working capital of approximately $3.2 million.
Removed
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.
Added
Presently, our two main raw material components, batteries and inverters, are imported from different suppliers in China and, until recently, were subject to fairly low tariff rates that had been in effect for several years.
Removed
In addition to the purchase of the raw materials inventory from our contract manufacturer, this amendment provided for the eventual assumption by us of full responsibility from our contract manufacturer for the manufacturing of our proprietary Energy Storage Systems (“ESS”) units.
Added
Beginning in April 2025, the new Trump Administration implemented a significant increase in tariff rates on all goods imported from China, although it was temporarily suspended for 90 days in April 2025 and the suspension has recently been extended to early November 2025.
Removed
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.
Added
Prior to the tariff escalation in April 2025, we had anticipated the likelihood of facing such a tariff increase and began stockpiling our inventory of these two components. As a result, we do not anticipate having to purchase a significant level of such components at post-tariff prices for the next several months.
Removed
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.
Added
In the event, however, that such a mutual trade agreement is not reached between the parties within the next several months and we find it necessary to begin purchasing a significant level of our inventory components from China at post-tariff prices, we would be faced with a decision as to whether we should attempt to pass along such tariff increases to our customers through higher prices for our products or absorbing them internally, or some combination of those two alternatives.
Added
As reflected in Note 1, Management has determined that the Company operates in only one reportable segment, which is the development and commercialization of energy storage products. 25 Emerging Growth Company and Smaller Reporting Company Status We are an emerging growth company, as defined in the JOBS Act.

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