NeoVolta Inc 8-K, filed Aug 8, 2022
NeoVolta Inc. (NEOV)
About this 8-K
NeoVolta Inc filed this 8-K on August 8, 2022, reporting on events of August 5, 2022.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date
of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction | (Commission | (I.R.S. Employer |
| of Incorporation) | File Number) | Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol (s) | Name of each exchange on which registered |
| The | ||
| The |
Item 7.01. Regulation FD Disclosure.
On August 5, 2022, NeoVolta, Inc. (the “Company”) issued a press release announcing the closing of underwriters’ option to purchase additional shares of common stock in connection with its previously announced underwritten public offering. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information disclosed under this Item 7.01, including Exhibit 99.1, is being furnished for informational purposes only and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference in any filing under the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 8.01. Other Events.
On July 27, 2022, the Company priced an underwritten public offering (“Offering”) of its units (the “Units”), at an offering price of $4.00 per Unit (the “Offering Price”), pursuant to the Company’s registration statement on Form S-1 (File No. 333-264275), as amended (the “Registration Statement”). Each Unit consists of: (a) one share of Company common stock, $0.001 par value per share (the “Common Stock”), and (b) one warrant (the “Warrants”) to purchase one share of Common Stock at an exercise price equal to $4.00 per share, exercisable until the fifth anniversary of the issuance date. On July 27, 2022, in connection with the pricing of the Offering, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Maxim Group LLC, as representative of the underwriters listed on Schedule I thereto (the “Underwriter”), pursuant to which the Company agreed to offer and sell 975,000 Units at the Offering Price.
The Underwriters were granted a 45-day option to purchase up to an additional 146,250 shares of Common Stock and/or Warrants from the Company. On August 1, 2022, the Underwriter exercised the foregoing option to purchase an additional 146,250 Warrants. On August 5, 2022, the Underwriter exercised the foregoing option to purchase an additional 146,250 shares of Common Stock.
| 1 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description of Exhibit | |
| 99.1 | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| NeoVolta, Inc. | ||
| By | /s/ Steve Bond | |
Steve Bond Chief Financial Officer |
||
Date: August 8, 2022
| 2 |
Exhibit 99.1
NeoVolta Announces Closing of Underwriters’ Option to Purchase Additional Shares of Common Stock in Connection with its Underwritten Public Offering
SAN DIEGO, CA, Aug. 05, 2022 (GLOBE NEWSWIRE) -- NeoVolta, Inc. (“NeoVolta” or the “Company”) (NASDAQ: NEOV, NEOVW), manufacturer of Smart Energy Storage Solutions, announced today the closing of the sale of an additional 146,250 shares of common stock at $3.99 per share pursuant to the exercise of the underwriters’ over-allotment option in connection with its public offering that closed on August 1, 2022, resulting in gross proceeds of approximately $583,538 and bringing the total gross proceeds of the public offering to approximately $4,485,000.
Maxim Group LLC acted as sole book-running manager for the offering.
The offering was conducted pursuant to the Company's registration statement on Form S-1 (File No. 333-264275), as amended, previously filed with, and subsequently declared effective by, the Securities and Exchange Commission ("SEC") on July 27, 2022. A final prospectus relating to the offering was filed with the SEC and is available on the SEC’s website at http://www.sec.gov. Electronic copies of the final prospectus relating to this offering may be obtained from Maxim Group LLC, 300 Park Avenue, 16th Floor, New York, New York 10022, at (212) 895-3745.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About NeoVolta:
NeoVolta designs, develops, and manufactures utility-bill reducing residential energy storage systems capable of powering your home even when the grid goes down. With a focus on safer Lithium-Iron Phosphate (LiFe(PO4)) chemistry, the NV14 is equipped with a solar rechargeable 14.4 kWh battery system, a 7,680-Watt inverter and a web-based energy management system with 24/7 monitoring. By storing energy instead of sending it back to the grid, consumers can protect themselves against blackouts, avoid expensive peak demand electricity rates charged by utility companies when solar panels aren’t producing, and get one step closer to grid independence. Customers can expand the NV14’s capacity to an industry-leading 24.0 kWh with the optional NeoVolta NV24 add-on battery. NeoVolta has added generator compatibility and is working on other industry leading improvements that will be announced soon.
Forward-Looking Statements
Some of the statements in this release are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. Although NeoVolta believes that the expectations reflected in such forward-looking statements are reasonable as of the date made, expectations may prove to have been materially different from the results expressed or implied by such forward-looking statements. NeoVolta has attempted to identify forward-looking statements by terminology including ''believes,'' ''estimates,'' ''anticipates,'' ''expects,'' ''plans,'' ''projects,'' ''intends,'' ''potential,'' ''may,'' ''could,'' ''might,'' ''will,'' ''should,'' ''approximately'' or other words that convey uncertainty of future events or outcomes to identify these forward-looking statements. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors, including those discussed under the "Risk Factors" section of the prospectus. Any forward-looking statements contained in this release speak only as of its date. NeoVolta undertakes no obligation to update any forward-looking statements contained in this release to reflect events or circumstances occurring after its date or to reflect the occurrence of unanticipated events.
Contact -
Website: http://www.NeoVolta.com
Office: +1 (800)-364-5464
Email: IR@NeoVolta.com
| 1 |