NeoVolta Inc 10-Q for FY2026 Q3
NeoVolta Inc. (NEOV)
About this 10-Q
NeoVolta Inc filed this 10-Q on May 15, 2026, covering the quarter ended March 31, 2026 (FY2026 Q3).
Headline figures
Quarter ended March 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $2.02M
- up 0.5% from $2.01M a year earlier
- Net loss
- $3.03M
- compared with a net loss of $1.45M a year earlier
- Diluted EPS
- -$0.08
- compared with -$0.04 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the Quarterly Period Ended
or
For the transition period from ________________ to ______________
Commission File Number:
(Exact name of registrant as specified in its charter)
|
(State or other jurisdiction of incorporation) |
(I.R.S. Employer Identification No.) |
|
|
||
|
(Address of principal executive offices) |
(Zip code) |
Registrant’s telephone number, including
area code: (
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 Stock Market LLC | ||
| The Stock Market LLC |
Indicate by check mark whether the Registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ | |
| Smaller reporting company | ||
|
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.
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No
The number of shares outstanding of Common Stock, par value $0.001 per share, as of May 14, 2026, was shares
NEOVOLTA, INC.
FORM 10-Q
MARCH 31, 2026
INDEX
| 2 |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (this “Report”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We make forward-looking statements under the “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in other sections of this Report. In some cases, you can identify forward-looking statements by the following words: “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. Forward-looking statements are not a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time the statements are made and involve known and unknown risks, uncertainties and other factors that may cause our results, levels of activity, performance or achievements to be materially different from the information expressed or implied by the forward-looking statements in this Report.
You should read the matters described in, and incorporated by reference in, “Risk Factors” and the other cautionary statements made in this Report, as being applicable to all related forward-looking statements wherever they appear in this Report. We cannot assure you that the forward-looking statements in this Report will prove to be accurate and therefore prospective investors are encouraged not to place undue reliance on forward-looking statements.
All forward-looking statements speak only at the date of the filing of this Quarterly Report. You should not rely upon forward-looking statements as predictions of future events. The reader should not place undue reliance on these forward-looking statements. Although we believe that our plans, intentions and expectations reflected in or suggested by the forward-looking statements we make in this Quarterly Report are reasonable, we provide no assurance that these plans, intentions or expectations will be achieved. We disclose important factors that could cause our actual results to differ materially from our expectations under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Quarterly Report and our Annual Report on Form 10-K for the year ended June 30, 2025, as filed with the SEC on September 29, 2025. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf. We do not undertake any obligation to update or revise publicly any forward-looking statements except as required by law, including the securities laws of the United States and the rules and regulations of the SEC.
| 3 |
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
NEOVOLTA, INC.
Consolidated Balance Sheets
(Unaudited)
| March 31, | June 30, | |||||||
| 2026 | 2025 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Inventory, net | ||||||||
| Prepaid expenses and other current assets (including prepaid inventory in amounts of $ | ||||||||
| Note receivable, net (including accrued interest of $ | ||||||||
| Total current assets | ||||||||
| Construction in progress | ||||||||
| Property and equipment, net | ||||||||
| Net property and equipment | ||||||||
| Intellectual property (net of accumulated amortization of $ | ||||||||
| Other assets: | ||||||||
| Lease right-of-use asset, net | ||||||||
| Miscellaneous assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and Stockholders' Equity | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued liabilities | ||||||||
| Lease liability | ||||||||
| Short-term notes payable | ||||||||
| Total current liabilities | ||||||||
| Payable to line of credit lender | ||||||||
| Lease liability | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies (Note 5) | ||||||||
| Stockholders' equity: | ||||||||
| Common stock, $ par value, shares authorized, shares and shares issued and out- standing, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders' equity | ||||||||
| Total liabilities and stockholders' equity | $ | $ | ||||||
See accompanying notes to unaudited financial statements
| 4 |
NEOVOLTA, INC.
Consolidated Statements of Operations
(Unaudited)
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2026 | 2025 | |||||||
| Revenues from contracts with customers | $ | $ | ||||||
| Cost of goods sold | ||||||||
| Gross profit | ||||||||
| Operating expenses: | ||||||||
| General and administrative | ||||||||
| Research and development | ||||||||
| Depreciation and amortization | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other income (expense): | ||||||||
| Loss on debt exchanges | ( | ) | ||||||
| Interest expense | ( | ) | ( | ) | ||||
| Interest income | ||||||||
| Total other income (expense) | ( | ) | ( | ) | ||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Weighted average shares outstanding - basic and diluted | ||||||||
| Net loss per share - basic and diluted | $ | ) | $ | ) | ||||
See accompanying notes to unaudited financial statements.
| 5 |
NEOVOLTA, INC.
Consolidated Statements of Operations
(Unaudited)
| Nine Months Ended | ||||||||
| March 31, | ||||||||
| 2026 | 2025 | |||||||
| Revenues from contracts with customers | $ | $ | ||||||
| Cost of goods sold | ||||||||
| Gross profit | ||||||||
| Operating expenses: | ||||||||
| General and administrative | ||||||||
| Research and development | ||||||||
| Depreciation and amortization | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other income (expense): | ||||||||
| Loss on debt exchanges | ( | ) | ||||||
| Interest expense | ( | ) | ( | ) | ||||
| Interest income | ||||||||
| Total other income (expense) | ( | ) | ( | ) | ||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Weighted average shares outstanding - basic and diluted | ||||||||
| Net loss per share - basic and diluted | $ | ) | $ | ) | ||||
See accompanying notes to unaudited financial statements.
| 6 |
NEOVOLTA, INC.
Consolidated Statement of Stockholders' Equity
Nine Months Ended March 31, 2026 and 2025
(Unaudited)
| Additional | Total | |||||||||||||||||||
| Common Stock | Paid-in | Accumulated | Stockholders' | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Stock compensation expense | ||||||||||||||||||||
| Net loss | – | ( | ) | ( | ) | |||||||||||||||
| Balance at September 30, 2025 | ( | ) | ||||||||||||||||||
| Stock compensation expense | ||||||||||||||||||||
| Issuance of common stock for asset acquisition | ||||||||||||||||||||
| Issuance of common stock for debt exchanges | ||||||||||||||||||||
| Issuance of common stock in private offering | ||||||||||||||||||||
| Net loss | – | ( | ) | ( | ) | |||||||||||||||
| Balance at December 31, 2025 | ( | ) | ||||||||||||||||||
| Stock compensation expense | ( | ) | ( | ) | ||||||||||||||||
| Issuance of common stock in public offering | ||||||||||||||||||||
| Issuance of common stock in private offering | ||||||||||||||||||||
| Issuance of common stock for debt exchange | ||||||||||||||||||||
| Net loss | – | ( | ) | ( | ) | |||||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||
| Additional | Total | |||||||||||||||||||
| Common Stock | Paid-in | Accumulated | Stockholders' | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||
| Balance at June 30, 2024 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Stock compensation expense | ||||||||||||||||||||
| Net loss | – | ( | ) | ( | ) | |||||||||||||||
| Balance at September 30, 2024 | ( | ) | ||||||||||||||||||
| Stock compensation expense | ||||||||||||||||||||
| Exercise of common stock warrants | ||||||||||||||||||||
| Net loss | – | ( | ) | ( | ) | |||||||||||||||
| Balance at December 31, 2024 | ( | ) | ||||||||||||||||||
| Stock compensation expense | ||||||||||||||||||||
| Issuance of common stock in private offering | ||||||||||||||||||||
| Net loss | – | ( | ) | ( | ) | |||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | ( | ) | $ | ||||||||||||||
See accompanying notes to unaudited financial statements.
| 7 |
NEOVOLTA, INC.
Consolidated Statements of Cash Flows
(Unaudited)
| Nine Months Ended | ||||||||
| March 31, | ||||||||
| 2026 | 2025 | |||||||
| Cash flows used in operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operations: | ||||||||
| Stock compensation expense | ||||||||
| Loss on debt exchanges | ||||||||
| Depreciation and other amortization expense | ||||||||
| Amortization of right-of-use asset | ||||||||
| Provision for expected credit losses/bad debt expense | ||||||||
| Changes in assets and liabilities | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Inventory | ( | ) | ( | ) | ||||
| Prepaid expenses and other current assets | ( | ) | ||||||
| Other long term assets | ( | ) | ( | ) | ||||
| Operating lease obligation | ( | ) | ||||||
| Accounts payable | ( | ) | ||||||
| Accrued expenses | ||||||||
| Net cash flows used in operating activities | ( | ) | ( | ) | ||||
| Cash flows used in investing activities: | ||||||||
| Additions to Construction in Progress | ( | ) | ||||||
| Additions to Other Property & Equipment | ( | ) | ||||||
| Additions to Note Receivable | ( | ) | ||||||
| Net cash flows used in investing activities | ( | ) | ||||||
| Cash flows from financing activities: | ||||||||
| Issuance of common stock in private offering | ||||||||
| Issuance of common stock in public offering | ||||||||
| Borrowings under line of credit | ||||||||
| Repayments of line of credit | ( | ) | ( | ) | ||||
| Borrowings under short-term notes payable | ||||||||
| Repayments of short-term notes payable | ( | ) | ( | ) | ||||
| Proceeds from exercise of common stock warrants | ||||||||
| Net cash flows provided by financing activities | ||||||||
| Net increase (decrease) in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents at beginning of period | ||||||||
| Cash and cash equivalents at end of period | $ | $ | ||||||
| Supplemental disclosures of cash flow information | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for income taxes | ||||||||
| Cash paid for amounts included in operating lease liabilities | ||||||||
| Supplemental disclosures of financing and investing activities | ||||||||
| Issuance of common stock for debt exchanges | ||||||||
| Addition of assets for common stock | ||||||||
| Right-of-use assets obtained for operating lease liabilities | ||||||||
| Purchases of construction in progress recorded in accounts payable | ||||||||
See accompanying notes to unaudited financial statements.
| 8 |
NEOVOLTA, INC.
Notes to Consolidated Financial Statements
(Unaudited)
(1) Business and Summary of Significant Accounting Policies
Description of Business – NeoVolta Inc. (“we”, “our” or the "Company") is a Nevada corporation, which was formed on March 5, 2018. The Company is a designer, seller and manufacturer of Energy Storage Systems (ESS) which can store and use energy via batteries and an inverter at residential and commercial sites. The Company sells its proprietary ESS units through wholesale customers, initially in California, and in an expanding number of other states. In August 2022, the Company completed an underwritten public offering of its equity securities resulting in its common stock and warrants becoming listed on a national exchange (see Note 4).
Interim Financial Information – The Company has prepared the accompanying consolidated financial statements, without audit, in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, these consolidated financial statements contain all adjustments, consisting only of normal recurring adjustments, necessary to fairly state the Company’s consolidated financial position as of March 31, 2026, the results of its operations for the three and nine month periods ended March 31, 2026 and 2025, the changes in its stockholders’ equity for the three and nine month periods ended March 31, 2026 and 2025, and cash flows for the nine month periods ended March 31, 2026 and 2025. The balance sheet as of June 30, 2025 has been derived from the Company’s June 30, 2025 financial statements that were audited by an independent registered public accounting firm but does not include all of the information and footnotes required for complete annual consolidated financial statements. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. These consolidated financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended June 30, 2025, as filed with the SEC on September 29, 2025.
Principles of Consolidation - The consolidated financial statements include the accounts of the Company and its subsidiary, NeoVolta Power, LLC, which was formed in January 2026 (see Note 2). The noncontrolling interests in this subsidiary, which are nonredeemable, will be accounted for as a separate line within stockholders’ equity when recognized. All intercompany accounts and transactions have been eliminated in consolidation.
Acquisitions – The Company evaluates acquisitions to first determine whether a set of assets acquired constitutes a business and should be accounted for as a business combination. If the assets acquired are not a business, the transaction is accounted as an asset acquisition in accordance with Accounting Standards Codification (“ASC”) 805-50, Asset Acquisitions (“ASC 805-50”), which requires the acquiring entity to recognize assets acquired and liabilities assumed based on the cost to the acquiring entity on a relative fair value basis, except for non-qualifying assets such as inventory.
Cash and Cash Equivalents
– The Company considers all highly liquid accounts with original maturities of three months or less at the date of acquisition to
be cash equivalents. Periodically, the Company may carry cash balances at financial institutions in excess of the federally insured
limit of $250,000, per bank. At March 31, 2026, the Company maintained all of its parent and subsidiary company accounts at one bank and
the combined balances of all accounts exceeded the combined FDIC insurance limit by $
Inventory – Inventory consists of batteries and inverters purchased from Asian suppliers and delivered to a location near the Company’s main offices, for assembly into ESS units. Inventory is stated at the lower of cost or net realizable value, cost being determined using the first-in, first out (FIFO) method. The Company periodically reviews the value of items in inventory and records an allowance to reduce the carrying value of inventory to the lower of cost or net realizable value based on its assessment of market conditions, inventory turnover and current stock levels. Inventory write-downs are charged to cost of goods sold. The following table presents the components of inventory as of March 31, 2026 and June 30, 2025:
| Schedule of inventory | ||||||||
| March 31, | June 30, | |||||||
| 2026 | 2025 | |||||||
| Raw materials, consisting of assembly parts, batteries and inverters | $ | $ | ||||||
| Finished goods | ||||||||
| Total | $ | $ | ||||||
| 9 |
Property and Equipment
– The Company capitalizes the cost of property and equipment and depreciates it over their estimated useful lives ranging from
Revenue Recognition – The Company recognizes revenue in accordance with Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers (Topic 606). Revenues are recognized when control of the promised goods is transferred to the customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for transferring those goods or services. 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 |
The Company generates revenues
from contracts with customers, consisting of a relatively small number of wholesale dealers and distributors, in California, Texas and
several other states. Two such customers represented approximately
Allowance for Expected
Credit Losses – The Company recognizes an allowance for expected credit losses based on the assessed risk of loss for a
customer's account, reflecting the net amount expected to be collected. As of March 31, 2026 and June 30, 2025, our allowance for expected
credit losses for accounts receivable was $
Amortization Expense
– Amortization expense applicable to intellectual property acquired in an acquisition of assets in October 2025 is recognized on
a straight-line basis over their estimated useful lives consisting of
Depreciation Expense
– Depreciation expense applicable to property and equipment which is placed in service is recognized on a straight-line basis over
their estimated useful lives ranging from
Impairment Expense – The Company accounts for impairment expense in accordance with the provisions of ASC 350-30, General Intangibles Other Than Goodwill, for intellectual property and ASC 360-10-35, Property, Plant and Equipment – Subsequent Measurement, for other property and equipment.
Long Term Leases – The Company accounts for long term operating leases in excess of 12 months in accordance with the provisions of ASU 2016-02, Leases (Topic 842). Accordingly, the Company capitalizes the present value of the future lease obligations while recognizing an offsetting lease liability and amortizes the related right-of-use asset each month over the term of the lease.
| 10 |
Note Receivable –
Note receivable consists of a loan in the original principal amount of $
Research and Development Costs – Research and development costs are expensed as incurred.
Stock Compensation Expense – Employee and non-employee share-based payment compensation is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period.
Fair Value Measurement - Fair value is defined as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.
Assets and liabilities that are carried at fair value are classified and disclosed in one of the following three categories:
Level 1 - Inputs represent unadjusted quoted prices in active markets for identical assets or liabilities;
Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets that are either directly or indirectly observable; and
Level 3 - Inputs are unobservable and considered significant to fair value measurement.
As more fully described in Note 5, we have accounted for our acquisition of tangible and intangible assets from another company in October 2025 by allocating the total purchase price paid at closing to the fair value of the assets acquired.
Use of Estimates – Management has made a number of estimates and assumptions in preparing these financial statements in conformity with accounting principles generally accepted in the United States of America. Actual results could differ from those estimates.
Segment Information – Management has determined that the Company operates in reportable segment, which is the development and commercialization of energy storage products. The Company's chief operating decision maker (CODM) is its Chief Executive Officer, who reviews financial information presented on a company-wide basis. The CODM primarily uses net loss, which is reported in the Statements of Operations, to assess financial performance and allocate resources. These financial metrics are used by the CODM to make key operating decisions, such as the assessment of performance and allocation of resources. The significant categories within net loss that the CODM regularly reviews are revenues, cost of goods sold, and general and administrative expenses.
Recent Accounting Pronouncements – From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board, (“FASB”), or other standard setting bodies and adopted by us as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards, including ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, and prospective standards that are not yet effective, including ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation disclosures (Topic 220-40): Disaggregation of Income Statement Expenses, are not expected to have a significant impact on the Company’s consolidated financial statement disclosures upon adoption. The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its consolidated financial statements.
| 11 |
Liquidity – These consolidated financial statements have been prepared on a going concern basis, which assumes the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The continuation of the Company as a going concern has been dependent upon the ability of the Company to obtain necessary debt and equity financing to continue operations and the attainment of profitable operations. With the proceeds of our three equity financings in the nine months ended March 31, 2026 (see Note 4) and our existing financial resources, we believe we will have sufficient cash to operate for at least the next 12 months.
(2) Consolidated Subsidiary
In January 2026, we executed a series of joint venture agreements with the U.S. affiliate of a foreign entity for the formation of a new domestic limited liability company known as NeoVolta Power, LLC (“NVP”), a Delaware entity, to jointly own and operate a utility-scale battery manufacturing facility in the State of Georgia. Pursuant to these agreements, as amended in April 2026, the Company has an 80% ownership interest in the joint venture company, and the U.S. affiliate of the foreign entity has a 20% ownership interest (subject to service-based vesting and forfeiture provisions), which will be accounted for as a noncontrolling interest based on the estimated fair value of its services as contributed to the joint venture (none as of March 31, 2026).
Under the terms of the joint
venture agreements, we made our initial capital contribution of $
In
accordance with the joint venture agreements, we expect to make an additional cash capital contribution of $
(3) Debt
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. Under
this agreement, we agreed to make periodic payments to the lender of accrued interest, at the rate of 16% per annum, on any outstanding
borrowings that we make, with the principal and any unpaid accrued interest being due at maturity in September 2028. In February 2026,
we made full payment to the lender of our outstanding borrowings of $
In November 2024, we initiated
short-term borrowings from a commercial accounts receivable lender, under a loan agreement allowing for borrowings secured by certain
property interests of up to a principal amount of $4,000,000. In the nine months ended March 31, 2026, we made borrowings from this lender
to finance customer shipments and related costs in the total amount of $
| 12 |
(4) Equity
Common Stock –
In November 2025, the Company entered into subscription agreements for a private equity offering with an accredited investor group under
which the Company issued a total of shares of its common stock to the investor group in December 2025 at an offering price of
$2.50 per share, resulting in gross proceeds to the Company in the amount of $
In January 2026, we closed
a securities purchase agreement with a group of institutional investors, pursuant to which the Company sold to the purchasers, in a registered
direct offering, a total of shares of our common stock at an offering price of $4.76 per share. The gross proceeds to the Company
from the registered direct offering were $
In February 2026, we closed
another private equity offering in conjunction with our formation of a new joint venture company. In that offering we sold a total of
shares of our common stock at an offering price of $2.50 per share to the U.S. investment arm of our joint venture partner,
resulting in gross proceeds to the Company in the amount of $
In the nine months ended March
31, 2026, the Company entered into three voluntary exchange agreements with the commercial lender providing short-term financing for customer
shipments and related costs whereby we issued a total of shares of our common stock having a fair value of $ to the lender
in exchange for total reductions in our outstanding principal loan balance amounting to $
In August 2022, the Company
completed an underwritten public offering of its equity securities in the form of Units with
In the underwritten public
offering, a total of Units, including exercise of the underwriter’s overallotment option, were sold at an offering price
to the public of $4.00 per Unit. The gross proceeds of the offering were $
Warrants – As
of March 31, 2026, there were outstanding Warrants for a total of
| Schedule of warrant activity | ||||||||||||||||
| Number | Wtd. Avg. | Wtd. Avg. | Aggregate | |||||||||||||
| of | Exercise | Remaining | Intrinsic | |||||||||||||
| Shares | Price | Term (Yrs.) | Value | |||||||||||||
| Outstanding at June 30, 2025 | $ | |||||||||||||||
| Warrants issued | – | |||||||||||||||
| Warrants exercised/forfeited | – | |||||||||||||||
| Outstanding at March 31, 2026 | $ | $ | ||||||||||||||
| Exercisable at March 31, 2026 | $ | $ | ||||||||||||||
| 13 |
These warrants were issued in conjunction with an underwritten public equity offering, therefore, there was no employee or non-employee compensation expense recognized.
Stock Compensation Expense – As of March 31, 2026, we have issued Non-Qualified Stock Options to a group of our non-executive employees to purchase a total of shares of common stock, net of forfeitures, at the then-current stock price of $ - per share, pursuant to the provisions of our 2019 Stock Option Plan. These options are exercisable for a period of years from the date of issuance and will become vested on a ratable basis over a period of years from the date of issuance. Using the Black-Scholes valuation model, and assuming expected volatility of -% and current interest rate of -%, we calculated that the total fair value of these options at issuance was approximately $ and are amortizing this total amount to stock compensation expense on a straight-line basis over the -year vesting period of the options.
On February 23, 2026, we issued Non-Qualified Stock Options to two executive employees to purchase a total of shares of common stock at the current stock price of $3.54 per share, in exchange for surrender of their right to receive a total of 1,520,000 shares of restricted common stock. Using the Black-Scholes valuation model, and assuming expected volatility of % and current interest rate of %, we calculated that the total fair value of these options at issuance was approximately $, (see further disclosure below).
The following table presents activity with respect to our Non-Qualified Stock Options for the nine months ended March 31, 2026:
| Schedule of non qualified stock options | ||||||||||||||||
| Number | Wtd. Avg. | Wtd. Avg. | Aggregate | |||||||||||||
| of | Exercise | Remaining | Intrinsic | |||||||||||||
| Shares | Price | Term (Yrs.) | Value | |||||||||||||
| Outstanding at June 30, 2025 | $ | |||||||||||||||
| Options issued | ||||||||||||||||
| Options exercised/forfeited | ( | ) | ||||||||||||||
| Outstanding at March 31, 2026 | $ | $ | ||||||||||||||
| Exercisable at March 31, 2026 | $ | $ | ||||||||||||||
In April 2024, we entered into an employment agreement with a new Chief Executive Officer (“CEO”), providing for an initial term extending through June 30, 2027, which will be automatically renewed for additional one-year terms unless either party chooses not to renew it. Pursuant to the agreement, our new CEO received an initial equity grant equal to 1,280,000 restricted stock units (“RSUs”). As approved by the Compensation Committee of the Company’s Board of Directors, our CEO surrendered all of these RSUs and earned performance grants of approximately $ on February 23, 2026, in exchange for newly-issued options to purchase a total of shares of common stock, at the current stock price of $3.54 per share, which will vest at the rate of 25% per year for 4 years, subject to his continued service to the Company on each vesting date. Such number of options was calculated using a methodology intended to replicate the equivalent value of the cancelled RSUs and the remaining unrecognized compensation cost of RSUs of approximately $1.5 million is to be expensed on a straight-line basis over the 4-year vesting period of the options.
In February 2025, we entered into an amended and restated employment agreement with our Chief Financial Officer (“CFO”). The initial term of the employment agreement ends on December 31, 2027 and will be automatically renewable for additional one-year terms unless either party chooses not to renew the agreement. Pursuant to the agreement, we issued our CFO an award of 240,000 RSUs. As approved by the Compensation Committee of the Company’s Board of Directors, our CFO surrendered all of these RSUs on February 23, 2026, in exchange for newly-issued options to purchase a total of shares of common stock, at the current stock price of $3.54 per share, which will vest at the rate of 25% per year for 4 years, subject to his continued service to the Company on each vesting date. Such number of options was calculated using a methodology intended to replicate the equivalent value of the cancelled RSUs and the remaining unrecognized compensation cost of RSUs of approximately $0.6 million are expensed on a straight-line basis over the 4-year vesting period of the options.
| 14 |
In January 2025, we entered
into an employment agreement with our former Chief Operating Officer (“COO”) and former Chief Business Officer (“CBO”),
which individual resigned from the Company on January 31, 2026 and received a lump-sum severance payment of $
In February 2025, we entered into a referral agreement with a marketing company to sell our products to qualified solar and energy storage system installers through December 31, 2026. Pursuant to the agreement, the only compensation that the marketing company will be entitled to receive is the issuance of shares of our common stock in exchange for reaching specified target levels of product sales, up to a maximum total of 2,000,000 shares for reaching a total of 2,500 units sold and paid for. In accordance with ASC 718, we are accounting for this agreement based on our periodic assessments of the probability of reaching such target levels.
In conjunction with our public
offering in August 2022, we appointed three new independent directors and adopted a new compensation plan for all independent directors
based on an annual compensation amount of $65,000 with not less than 70% of such amount paid in shares of our common stock, calculated
based on the share price at the end of such prior fiscal quarter, and up to 30% paid in cash, with such final amounts to be determined
by each director. As of March 31, 2026 and 2025, we recorded an accrual of $
In the nine months ended March 31, 2026, we recognized total non-cash stock compensation expense of $ as follows: (i) $ for the amortized value of the RSUs granted to our executive officers and key employees; (ii) $ for the amortized value of the portion of the compensation plan for our independent directors that is attributable to stock; (iii) $ for the value of the shares issuable to a distribution company pursuant to an April 2025 distribution agreement; (iv) $ for the value of the shares issuable to various consultants; and (v) $ for the amortized value of the Non-Qualified Stock Options issued to non-executive employees in August 2025 and to two executives in February 2026 in exchange for their surrendered RSUs. There was a total of shares of our common stock that were issued to various grantees for services in the nine months ended March 31, 2026, of which shares were previously expensed in the year ended June 30, 2025.
In the nine months ended March 31, 2025, we recognized total non-cash stock compensation expense of $ as follows: (i) $ for the amortized value of the RSUs granted to our three officers and two other individuals; (ii) $ for the amortized value of the portion of the compensation plan for our independent directors that is attributable to stock; (iii) $ for the March 2025 issuance of shares of our common stock to a consultant for his advisory services in the area of energy regulatory matters; (iv) $ for the amortized value of the shares potentially issuable to a marketing company pursuant to a February 2025 referral agreement; and (v) $ for the March 2025 issuance of shares of our common stock to a consultant for marketing services. There was a total of shares of our common stock that were issued to various grantees for services in the nine months ended March 31, 2025, of which shares were previously expensed in the year ended June 30, 2024.
Other Matters – In February 2019, the Company’s Board of Directors approved the establishment of a new 2019 Stock Plan (“Plan”) with an authorization for the issuance of up to shares of common stock. In December 2024, the Plan was amended to increase the number of shares of common stock authorized for issuance by shares. The Plan is designed to provide for future discretionary grants of stock options, stock awards and stock unit awards to key employees, consultants, advisors, and non-employee directors. As of March 31, 2026, we have made total awards of shares under the Plan as follows: (i) RSUs for shares granted to our executive officers and key employees, as noted above; (ii) shares for the services of our three independent directors in the years ended June 30, 2025, 2024 and 2023, pursuant to the compensation plan adopted in August 2022 for independent directors; (iii) shares granted to various consultants for their contracted services; and (iv) shares for Non-Qualified Stock Options to purchase common stock granted to employees beginning in August 2025 and to two executives in February 2026 in exchange for surrendered RSUs. As of March 31, 2026, there were a total of shares available for future issuance under the Plan.
| 15 |
Preferred Stock – The Company is authorized to issue up to shares of preferred stock. Our articles of incorporation authorize the board to issue these shares in one or more series, to determine the designations and the powers, preferences and relative, participating, optional or other special rights and the qualifications, limitations and restrictions thereof. No such preferred stock has been issued to date.
(5) Asset Purchase Agreement
In October 2025, we closed an Asset Purchase Agreement with Neubau Energy Inc. (“Neubau”), a privately-owned company based in California, and its shareholders, whereby the Company acquired substantially all of Neubau’s assets consisting mostly of intellectual property and other intangible assets along with a smaller amount of tangible fixed assets. Neubau has developed a proprietary battery storage module but has not had any commercial sales of the product. With this acquisition, the Company is able to produce and sell Neubau’s proprietary module, which is complementary to the Company’s products. Sales of the proprietary battery storage module by the Company are expected to begin in calendar year 2026.
The total consideration paid
at closing was approximately $
The Company is accounting
for this transaction as an acquisition of assets and has assigned the total purchase price paid at closing, taking into account the probability
assessment of the contingent consideration noted above, to the fair value of the assets acquired, as summarized in the table below. For
the tangible property and equipment acquired, we began recognizing depreciation expense from the acquisition date and have recorded depreciation
expense in the amount of $
| Schedule of acquired assets | ||||
| Property and equipment | ||||
| Tooling and manufacturing equipment | $ | |||
| Intellectual property | ||||
| Owned technology | ||||
| Licensed technology | ||||
| Software and information technology | ||||
| $ | ||||
In conjunction with closing the asset purchase, we entered into employment agreements with the two principals of Neubau covering a three-year period ending September 30, 2028. One of the principals was appointed as the Company’s Chief Operating Officer replacing our former Chief Operating Officer engaged in January 2025, who has since resigned, in that capacity. Pursuant to their employment agreements, we granted each of the two new officers an award of RSUs ( RSUs in total), vesting in three annual installments (see Note 4).
| 16 |
(6) Commitments and Contingencies
Effective February 1, 2025,
the Company relocated its corporate and manufacturing office space to a nearby facility in Poway, California, under a 13-month sublease
agreement with the sublandlord, at a base rental of $
Future undiscounted lease
payments under the extended lease agreement are approximately $
| Schedule of future operating lease minimum payments | ||||
| Year ending June 30, 2026 | $ | |||
| Year ending June 30, 2027 | ||||
| Year ending June 30, 2028 | ||||
| Year ending June 30, 2029 | ||||
| Year ending June 30, 2030 | ||||
| Thereafter | ||||
| Total future minimum lease payments | ||||
| Less amounts representing interest | ( | ) | ||
| Present value of lease liability | ||||
| Current portion of operating lease liability | ( | ) | ||
| Long-term portion of operating lease liability | $ |
We are dependent on our two main component vendors for our supplies of batteries, inverters and other raw materials and the inability of these single-source suppliers to deliver necessary components of our products according to our schedule and at prices, quality levels and volumes acceptable to us, or our inability to efficiently manage these components, could have a material adverse effect on our consolidated financial condition and operating results. Beginning in April 2025, the Trump Administration implemented a significant increase in tariff rates based on the authority of the International Emergency Economic Powers Act (“IEEPA”) on all goods imported from China, although it was temporarily suspended for 90 days in April 2025 and the tariff rate was lowered in November 2025, subject to judicial review. In February 2026, the Supreme Court declared the tariffs to be unconstitutional based on the authority of IEEPA, therefore, the Administration is considering alternative approaches to implementing tariffs that it believes would be sustained in a judicial review. 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 in order to reduce the impact of the tariffs.
In conjunction with the closing of our Asset Purchase Agreement with Neubau Energy Inc. in October 2025, we granted the sellers the right to receive contingent consideration of up to additional shares of our common stock if certain sales milestones related to Neubau’s proprietary battery storage product are met within specified time periods through December 31, 2028 (see Note 5).
| 17 |
From time to time in the ordinary course of our business, the Company may be involved in legal proceedings, the outcomes of which may not be determinable. The Company is not involved in any legal proceedings at this time. The results of litigation are inherently unpredictable. Any claims against us, whether meritorious or not, could be time consuming, result in costly litigation, require significant amounts of management time and result in diversion of significant resources. We are not able to estimate an aggregate amount or range of reasonably possible losses for those legal matters for which losses are not probable and estimable.
(7) Subsequent Events
On April 8, 2026, we entered into a one-year revolving credit agreement with our depository bank providing for borrowings of up to $3,000,000 at an annual interest rate of 2% above the applicable secured overnight financing rate (“SOFR”), plus an adjustment of up to 0.1% per annum. The proceeds of any borrowings made under this credit agreement are to be used for working capital purposes. In conjunction with the credit agreement, we were required to transfer $3,150,000 of cash into a restricted account at our depository bank as collateral. We made an initial draw under the credit agreement to fully repay our outstanding borrowings from a commercial accounts receivable lender in late April 2026 in the amount of approximately $620,000 (see Note 3). As of the date of this report, our outstanding borrowings under this credit agreement remain at $620,000.
On April 20, 2026, we entered into a Management Services Agreement with an affiliate of the foreign entity referenced in our formation of a joint venture in Note 2, pursuant to which that affiliate agreed to provide sales and marketing coordination services to us in connection with our commercial and industrial battery energy storage business. As consideration for the services, we agreed to issue the affiliate 1,200,000 shares of our common stock which vests in four equal semi-annual installments of 300,000 shares each on the 6-month, 12-month, 18-month, and 24-month anniversaries of the effective date.
| 18 |
| ITEM 2. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
Introduction
This information should be read in conjunction with the interim unaudited consolidated financial statements and the notes thereto included in this Quarterly Report on Form 10-Q, and the audited financial statements and notes thereto and "Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations”, contained in our Annual Report on Form 10-K for the year ended June 30, 2025, filed with the Securities and Exchange Commission on September 29, 2025 (the “Annual Report”).
Certain capitalized terms used below and otherwise defined below, have the meanings given to such terms in the footnotes to our unaudited consolidated financial statements included above under “Part I - Financial Information” - “Item 1. Financial Statements”.
Unless the context requires otherwise, references to the “Company,” “we,” “us,” “our,” “NEOV”, refer specifically to NeoVolta, Inc.
In addition, unless the context otherwise requires and for the purposes of this Report only:
| · | “Exchange Act” refers to the Securities Exchange Act of 1934, as amended; |
| · | “SEC” or the “Commission” refers to the United States Securities and Exchange Commission; and |
| · | “Securities Act” refers to the Securities Act of 1933, as amended. |
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 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. We are also pursuing agreements with residential developers, commercial developers, and other commercial opportunities. Because we are purely dedicated to energy storage systems, virtually all 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. 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.
As further discussed below under “Liquidity and Capital Resources,” we completed an underwritten public offering of our equity securities in the form of Units in August 2022. We sold a total of 1,121,250 Units in the offering at an offering price to the public of $4.00 per Unit. The gross proceeds of the offering were $4,485,000 and the net proceeds, after deduction of underwriting discounts and other offering costs, were approximately $3,780,000. We have used the proceeds of this public offering to increase our current production capacity, expand our product portfolio, enlarge our product marketing and sales efforts, and for other general corporate purposes.
In January 2026, we formed a joint venture with the U.S. affiliate of a foreign entity to jointly own and operate a new utility-scale battery manufacturing facility in the State of Georgia. We have an 80% ownership interest in the joint venture company, with the U.S. affiliate of the foreign entity having a 20% ownership interest (subject to service-based vesting and forfeiture provisions). In accordance with the joint venture agreements, as amended in April 2026, we made our initial capital contribution to the joint venture of $7,000,000 in January 2026 and expect to make an additional capital contribution of $8,000,000 in June 2026 as well as additional capital contributions of up to $25,000,000 through June 30, 2027, which will require us to secure significant future infusions of equity and/or debt financing. The plant will be constructed in phases with the initial phase expected to be completed in the summer of 2026 leading to the commencement of limited production of batteries for sale to customers.
| 19 |
Upon completion, this new facility is anticipated to provide the capacity for us to greatly expand our line of new energy storage products as an integrated energy solutions leader and generate substantial amounts of both customer revenues and net operating cash flows over an extended period of time.
Results of Operations
The following discussion reflects the Company’s revenues and expenses for the three and nine month periods ended March 31, 2026 and 2025, as reported in our consolidated financial statements included in Item 1.
Comparison of three months ended March 31, 2026 versus three months ended March 31, 2025
Revenues - Revenues from contracts with customers for the three months ended March 31, 2026 were $2,023,718 compared to $2,014,105 for the three months ended March 31, 2025. Such static level of revenues was primarily due to expiration of the federal solar tax credit for individuals and various other macroeconomic factors arising in the current quarter impacting not only the domestic solar industry but the overall economy in general.
Cost of Goods Sold - Cost of goods sold for the three months ended March 31, 2026 were $1,095,895 compared to $1,499,597 for the three months ended March 31, 2025. The 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 period and resulted in gross profits on such sales of approximately 46% and 26%, respectively, with the increase being largely due to an upward out of period adjustment reflected in the current quarter related to higher inventory cost recognition in the immediately preceding quarter.
General and Administrative Expense - General and administrative expenses for the three months ended March 31, 2026 were $3,021,127 compared to $1,857,531 for the three months ended March 31, 2025. Such increase was mainly due to our continuing rapid expansion of both our marketing and other product development expenses since the engagement of a new chief executive officer in April 2024, including the hiring of a significant number of new employees. The addition of these personnel has resulted in a higher level of both cash compensation expense and other associated expenses, such as promotion and travel, as well as non-cash stock compensation expenses related to the Company’s equity incentive programs.
Research and Development Expense - Research and development expenses for the three months ended March 31, 2026 were $403,887 compared to $27,947 for the three months ended March 31, 2025. Such fluctuation was largely due to the recent acceleration of our product development efforts.
Depreciation and Amortization Expense - Depreciation and amortization expenses for the three months ended March 31, 2026 were $128,458 compared to zero for the three months ended March 31, 2025. Such fluctuation was primarily attributable to our closing of an acquisition of intangible and tangible assets from Neubau Energy Inc., which closed in October 2025.
Other Income and Expense – Loss on debt exchanges for the three months ended March 31, 2026 was $408,028 compared to zero for the three months ended March 31, 2025, and resulted from an exchange agreement entered into with one of our lenders in January 2026. Interest expense for the three months ended March 31, 2026 was $51,810 compared to $78,499 for the three months ended March 31, 2025, reflecting interest attributable to a lower level of borrowings made under our lender credit arrangements obtained since September 30, 2024. Interest income for the three months ended March 31, 2026 was $57,085 compared to $138 for the three months ended March 31, 2025, due to a higher average level of investable cash in the three months ended March 31, 2026.
Net Loss - Net loss for the three months ended March 31, 2026 was $3,028,402 compared to $1,449,331 for the three months ended March 31, 2025, representing the aggregate of the various revenue and expense categories indicated above. The Company has not recognized any income tax benefit for these net losses due to the uncertainty of its ultimate realization.
| 20 |
Comparison of nine months ended March 31, 2026 versus nine months ended March 31, 2025
Revenues - Revenues from contracts with customers for the nine months ended March 31, 2026 were $13,319,493 compared to $3,675,922 for the nine months ended March 31, 2025. 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 while maintaining essentially the same price points since the engagement of our new chief executive officer in April 2024.
Cost of Goods Sold - Cost of goods sold for the nine months ended March 31, 2026 were $10,041,896 compared to $2,744,656 for the nine months ended March 31, 2025. The 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 25% in each period, in accordance with our customary expectations.
General and Administrative Expense - General and administrative expenses for the nine months ended March 31, 2026 were $10,474,212 compared to $4,136,167 for the nine months ended March 31, 2025. Such increase was mainly due to our continuing rapid expansion of both our marketing and other product development expenses since the engagement of a new chief executive officer in April 2024, including the hiring of a significant number of new employees. The addition of these personnel has resulted in a higher level of both cash compensation expense and other associated expenses, such as promotion and travel, as well as non-cash stock compensation expenses related to the Company’s equity incentive programs.
Research and Development Expense - Research and development expenses for the nine months ended March 31, 2026 were $519,594 compared to $78,888 for the nine months ended March 31, 2025. Such fluctuation was largely due to the recent acceleration of our product development efforts.
Depreciation and Amortization Expense - Depreciation and amortization expenses for the nine months ended March 31, 2026 were $240,290 compared to zero for the nine months ended March 31, 2025. Such fluctuation was primarily attributable to our closing of an acquisition of intangible and tangible assets from Neubau Energy Inc., which closed in October 2025.
Other Income and Expense – Loss on debt exchanges for the nine months ended March 31, 2026 was $1,266,030 compared to zero for the nine months ended March 31, 2025, and resulted from three exchange agreements entered into with one of our lenders since October 2025. Interest expense for the nine months ended March 31, 2026 was $645,644 compared to $103,045 for the nine months ended March 31, 2025, reflecting interest attributable to a higher level of borrowings made under our lender credit arrangements obtained since September 30, 2024. Interest income for the nine months ended March 31, 2026 was $57,650 compared to $1,872 for the nine months ended March 31, 2025, due to a higher average level of investable cash in the nine months ended March 31, 2026.
Net Loss - Net loss for the nine months ended March 31, 2026 was $9,810,523 compared to $3,384,962 for the nine months ended March 31, 2025, representing the aggregate of the various revenue and expense categories indicated above. The Company has not recognized any income tax benefit for these net losses due to the uncertainty of its ultimate realization.
Liquidity and Capital Resources
Operating activities. Net cash used in operating activities in the nine months ended March 31, 2026 was $8,156,853 compared to $3,501,515 in the nine months ended March 31, 2025. 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 a recent increase in our outstanding accounts receivable.
Investing activities. Net cash used in investing activities in the nine months ended March 31, 2026 was $2,785,375, compared to zero in the nine months ended March 31, 2025. Such fluctuation was due to our initial capital expenditures on a jointly owned utility-scale battery manufacturing facility currently under construction in the State of Georgia (see “Other Developments” below) as well as the cash portion of our purchase price of an acquisition of intangible and tangible assets from Neubau Energy Inc., which closed in October 2025.
| 21 |
Financing activities. Net cash provided by financing activities in the nine months ended March 31, 2026 was $21,628,221 compared to $3,051,054 in the nine months ended March 31, 2025. In the nine months ended March 31, 2026, we completed the following equity financings: (i) in November 2025, we entered into a private equity offering with accredited investors group under which we issued a total of 5,200,000 shares of our common stock at an offering price of $2.50 per share for gross proceeds of $13,000,000, which closed in two tranches in December 2025 and February 2026; and (ii) in January 2026, we closed a registered direct offering of a total of 2,100,841 shares of our common stock at an offering price of $4.76 per share resulting in net proceeds of $9,301,844. Beginning in November 2024, we also made short-term borrowings from two private lenders, primarily to finance inventory purchases. In the nine months ended March 31, 2026, we made borrowings from these lenders in the total amount of $6,936,891 and repayments in the amount of $ 7,610,514.
In the nine months ended March 31, 2025, we made borrowings from our two private lenders in the total amount of $2,581,845 and repayments in the amount of $778,191. In February 2025, we closed a private equity offering with accredited investors under which we issued a total of 543,500 shares of our common stock to the investors at an offering price of $2.00 per share resulting in gross proceeds of $1,087,000. 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 March 31, 2026, we had a consolidated cash balance of approximately $11.5 million and consolidated net working capital of approximately $19.5 million, an increase of approximately $15.4 million in the recent quarter. Currently, we are not generating a break-even level of net operating cash flow from our net sales. However, we anticipate that demand for our products will ultimately increase over time and that, with our current credit sources and the proceeds of our three equity financings in the nine months ended March 31, 2026, we will have sufficient cash to operate for at least the next 12 months (see “Other Developments” below).
Other Developments
In January 2026, we executed a series of joint venture agreements with the U.S. affiliate of a foreign entity for the formation of a new domestic limited liability company to jointly own and operate a planned utility-scale battery manufacturing facility in the State of Georgia. Pursuant to these agreements, the Company has an 80% ownership interest in the joint venture company, and the U.S. affiliate of the foreign entity has a 20% ownership interest.
In accordance with the joint venture agreements, we made our initial capital contribution of $7,000,000 in January 2026 and expect to make an additional capital contribution of $8,000,000 in June 2026, which is primarily to fund the purchase of equipment. Further, we are expected to make additional capital contributions to the joint venture company through June 30, 2027 in total amounts of up to $25,000,000, pursuant to the joint venture agreements. We presently anticipate funding those additional capital contributions from the proceeds of one or more equity and/or debt financings, subject to market conditions. However, there can be no assurance that we will be successful in raising sufficient proceeds from such private offerings in order to fully satisfy our obligations for the additional capital contributions to the joint venture company. To the extent that we may be unable to raise sufficient proceeds in order to fully satisfy our obligations for the additional capital contributions to the joint venture company, the parent company of the same foreign entity will be permitted to bring in one or more new members of the joint venture company to fund such additional capital contributions which would dilute our present 80% majority ownership of the joint venture company.
We continue to monitor current international developments occurring in Iran and Ukraine. However, we do not believe that they will have a significant impact on either the domestic markets for our products or the international supply chains for our product components, which are largely sourced from Asia.
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. Beginning in April 2025, the Trump Administration implemented a significant increase in tariff rates based on the authority of the International Emergency Economic Powers Act (“IEEPA”) on all goods imported from China, although it was temporarily suspended for 90 days in April 2025 and the tariff rate was lowered in November 2025, subject to judicial review. In February 2026, the Supreme Court declared the tariffs to be unconstitutional based on the authority of IEEPA, therefore, the Administration is considering alternative approaches to implementing tariffs that it believes would be sustained in a judicial review. 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 in order to reduce the impact of the tariffs.
| 22 |
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 and Estimates
Our discussion and analysis of our financial condition and results of operations are based on consolidated financial statements which have been prepared in accordance with generally accepted accounting principles in the United States. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. We believe that certain accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements. See “Note 1. Business and Summary of Significant Accounting Policies” of the Notes to Consolidated Financial Statements set forth above and under “Item 8. Financial Statements and Supplementary Data” of our Annual Report on Form 10-K for the year ended June 30, 2025, as filed with the SEC on September 29, 2025, for a further description of our critical accounting policies and estimates. None of those policies are deemed to be critical accounting policies nor critical accounting estimates.
| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
Information for this Item is not required as the Registrant is a “smaller reporting company” as defined in Rule 12b-2 of the Exchange Act.
| ITEM 4. | CONTROLS AND PROCEDURES |
Evaluation of Disclosure Controls and Procedures
We have established and maintain a system of disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in our reports filed with the Securities and Exchange Commission pursuant to the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Commission and that such information is accumulated and communicated to our management, including our Chief Executive Officer, who is our principal executive officer, and Chief Financial Officer, who is our principal financial and accounting officer, to allow timely decisions regarding required disclosures.
As of March 31, 2026, our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as a result of the material weakness relating to the lack of segregation of duties, our disclosure controls and procedures as of the end of the period covered by this Quarterly Report were not effective. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. We will be required to hire additional personnel in order to remediate our material weakness.
Limitations on Effectiveness of Controls and Procedures
In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Changes in Internal Controls over Financial Reporting
There was no change in our internal controls over financial reporting that occurred during the quarter ended March 31, 2026, that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.
| 23 |
PART II. OTHER INFORMATION
| ITEM 1. | LEGAL PROCEEDINGS |
Although we may, from time to time, be involved in litigation and claims arising out of our operations in the normal course of business, we are not currently a party to any material legal proceeding. In addition, we are not aware of any material legal or governmental proceedings against us, or contemplated to be brought against us.
| ITEM 1A. | RISK FACTORS |
There have been no material changes from the risk factors previously disclosed in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended June 30, 2025, as filed with the SEC on September 29, 2025 (the “Form 10-K”), under the heading “Risk Factors”, and investors should review the risks provided in the Form 10-K prior to making an investment in the Company. The business, financial condition and operating results of the Company can be affected by a number of factors, whether currently known or unknown, including but not limited to those described in the Form 10-K for the year ended June 30, 2025, under “Risk Factors”, any one or more of which could, directly or indirectly, cause the Company’s actual financial condition and operating results to vary materially from past, or from anticipated future, financial condition and operating results. Any of these factors, in whole or in part, could materially and adversely affect the Company’s business, financial condition, operating results and stock price.
| ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
Except as set forth in a previously filed Form 8-K, in the three months ended March 31, 2026, and in the subsequent period through the date hereof, we had the following unregistered issuance of our common stock, which was made pursuant to exemptions from registration as set forth in Section 4(a)(2) and/or Section 3(a)(9) of the Securities Act, as applicable to each issuance: On February 9, 2026, we closed the second tranche of a private equity offering entered into in November 2025 with an institutional investor under which we issued a total of 4,000,000 shares of our common stock to the investor at an offering price of $2.50 per share resulting in gross proceeds to the Company in the amount of $10,000,000. We expect to use the proceeds of this private offering to meet working capital needs and for other general corporate purposes.
| ITEM 3. | DEFAULTS UPON SENIOR SECURITIES |
None.
| ITEM 4. | MINE SAFETY DISCLOSURES |
Not applicable.
| 24 |
| ITEM 5. | OTHER INFORMATION |
During the period covered by
this Quarterly Report, none of the Company’s directors or executive officers has
On May 12, 2026, the Company entered into a Consulting Services Agreement (the “Consulting Agreement”) with Infinite Grid Capital, LP, a Delaware limited partnership (“IGC”), pursuant to which the Company engaged IGC to provide offtake origination and related advisory services in connection with the Company’s battery energy storage manufacturing operations being undertaken through NeoVolta Power, LLC, a Delaware limited liability company (the “Joint Venture”).
Under the Consulting Agreement, IGC has provided, and will continue to provide, strategic advisory services to the Company, including services previously rendered in connection with the formation and development of the Joint Venture (the “Pre-Signing Services”) and ongoing offtake origination services (the “Offtake Services”). The Offtake Services include identifying and evaluating potential offtake counterparties, advising on the structuring of offtake arrangements and assisting in the negotiation of term sheets, letters of intent and definitive offtake agreements.
As consideration for the Pre-Signing Services, the Offtake Services and the entry into the Consulting Agreement, the Company will issue IGC 500,000 shares of the Company’s common stock (the “Signing Fee”). In addition, IGC is entitled to receive a success fee (the “Offtake Fee”) for each qualifying offtake agreement attributable to IGC’s direct and material causal contribution, calculated as a percentage of gross revenue received by the Company for energy storage equipment and associated hardware under the applicable offtake agreement (“Project Equipment Revenue”), as follows: (i) 5.0% for projects with contracted capacity of less than 100 MWh; (ii) 4.0% for projects with contracted capacity of 100 MWh or greater but less than 250 MWh; and (iii) 3.0% for projects with contracted capacity of 250 MWh or greater. The maximum Offtake Fee payable with respect to any single offtake agreement is $3,000,000, and multiple offtake agreements with the same counterparty or as part of a single project are aggregated for purposes of determining applicable capacity thresholds and fee percentages. Each Offtake Fee is payable, at the mutual election of the Company and IGC, in cash, shares of Company common stock (or prefunded warrants), or a combination thereof. If payable in shares, the number of shares is determined by dividing the applicable Offtake Fee by the “Minimum Price” calculated in accordance with Nasdaq Listing Rule 5635(d) as of the applicable determination date. To the extent that any issuance of common stock would cause IGC to beneficially own in excess of 4.9% of the outstanding shares of common stock, such excess shares will instead be issued in the form of prefunded warrants, each with an exercise price of $0.001 per share, exercisable immediately upon issuance and containing a 9.9% beneficial ownership limitation. The shares of common stock are being and will be issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.
The Consulting Agreement provides IGC with piggyback registration rights with respect to all shares of common stock and other equity securities held by IGC or its affiliates that are not then registered for resale. In addition, the Company is required to file a registration statement covering the resale of the Signing Fee shares and cause such registration statement to be declared effective by no later than June 30, 2026.
The Consulting Agreement continues until completion of the services, unless earlier terminated by either party upon 45 days’ prior written notice or for material breach (subject to a 30-day cure period). Following termination or expiration, IGC is entitled to an Offtake Fee with respect to offtake agreements executed within 90 days with counterparties first introduced by IGC during the term and identified on a written list delivered by IGC prior to the effective date of termination.
On May 12, 2026, the Company also entered into a Letter Agreement (the “Letter Agreement”) with IGC, pursuant to which the Company granted IGC certain preemptive rights, registration rights, and board observation rights. During the period ending December 31, 2027, IGC has a preemptive right to participate in any financing by the Company, the proceeds of which are intended to fund any capital contribution to the Joint Venture, on the same terms and conditions as such financing is offered to other investors. The preemptive rights do not apply to the Company’s use of its at-the-market facility to raise capital for ongoing corporate obligations (excluding Joint Venture-related obligations) in an amount not to exceed $1,000,000 per quarter, or to financings for acquisitions or strategic transactions unrelated to the Joint Venture. The Company is required to file a registration statement covering the resale of the common stock acquired by IGC in the Company’s private placement that was completed in February 2026, and to cause such registration statement to be declared effective by no later than June 30, 2026. IGC has the right, upon written notice to the Company, to designate a representative to attend all board and committee meetings as a non-voting observer, with the same notice of meetings and access to materials provided to directors. The Letter Agreement terminates at such time as IGC holds fewer than 250,000 shares purchased pursuant to the private placement that was completed in February 2026.
| 25 |
| ITEM 6. | EXHIBITS |
______________________
* Filed herewith.
+ Pursuant to Item 601(b)(10)(iv) of Regulation S-K promulgated by the SEC, certain portions of this exhibit have been redacted. The Company hereby agrees to furnish supplementally to the SEC, upon its request, an unredacted copy of this exhibit.
| 26 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| NEOVOLTA, INC. | ||
| May 14, 2026 | /s/ H. Ardes Johnson | |
| H. Ardes Johnson | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| May 14, 2026 | /s/ Steve Bond | |
| Steve Bond | ||
| Chief Financial Officer | ||
| (Principal Financial/Accounting Officer) |
| 27 |
Exhibit 10.4
TECHNICAL SERVICES AGREEMENT
by and between
NEOVOLTA POWER, LLC,
and
CAN CURRENT CORPORATION
Dated as of March 20, 2026
| 1 |
TABLE OF CONTENTS
| 1 | DEFINITIONS | 3 |
| 2 | SCOPE OF SERVICES | 7 |
| 3 | PAYMENT | 9 |
| 4 | TERM | 9 |
| 5 | COMPANY OBLIGATIONS AND RESPONSIBILITIES | 9 |
| 6 | WARRANTIES | 10 |
| 7 | OWNERSHIP OF DOCUMENTATION | 11 |
| 8 | INSURANCE | 11 |
| 9 | DEFAULT; TERMINATION FOR DEFAULT | 12 |
| 10 | INDEMNIFICATION; LIMITATION OF LIABILITY | 12 |
| 11 | ASSIGNMENT | 14 |
| 12 | PUBLIC RELEASE OF MATERIAL | 14 |
| 13 | DRAWINGS | 14 |
| 14 | CONFIDENTIALITY | 14 |
| 15 | COMPLIANCE WITH LAWS | 15 |
| 16 | APPLICABLE LAW AND VENUE | 15 |
| 17 | NOTICES | 16 |
| 18 | ENTIRE AGREEMENT, SEVERABILITY, AND SURVIVAL | 16 |
| 19 | AMENDMENT | 16 |
| 20 | WAIVER | 16 |
| 21 | COUNTERPARTS | 17 |
| 22 | INDEPENDENT CONTRACTOR | 17 |
| 2 |
TECHNICAL SERVICES AGREEMENT
This Technical Services Agreement (the “Agreement”) is made on the 20th day of March, 2026 (the “Effective Date”), by and between CAN CURRENT CORPORATION, a Delaware corporation (“CCC”) and NeoVolta Power, LLC, a Delaware limited liability company (the “Company”). Each of CCC and the Company is sometimes referred to herein as a “Party” and collectively as the “Parties”.
WHEREAS, CCC will sell the battery energy storage system (“BESS”) manufacturing equipment (the “Equipment”) to the Company pursuant to that certain Asset Purchase Agreement, dated as of the Effective Date, by and between CCC and the Company (the “Asset Purchase Agreement”);
WHEREAS, CCC also provides technical expertise related to BESS manufacturing to its customers;
WHEREAS, the Company desires to retain CCC to provide initial technical support and ongoing technical services, training and advisory support relating to the Company’s Equipment and its BESS manufacturing facilities located at 595 Henry D. Robinson Blvd., Pendergrass, Georgia 30567 (the “Facilities”);
WHEREAS, the Parties desire to enter into this Agreement, by which CCC will provide technical services to the Company pursuant to the terms and conditions included or referenced herein.
WHEREAS, this Agreement is being entered into in relation with that certain Contribution Agreement, dated January 13, 2026, by and among CCC, the Company, NeoVolta Inc. (“NeoVolta”), and NPJV Manager LLC (“NMC”), as may be amended from time to time (the “Contribution Agreement”), and that Operating Agreement of the Company, dated January 13, 2026, by among CCC, the Company, NeoVolta and NMC, as may be amended or modified from time to time (the “Operating Agreement”), pursuant to each of which, CCC contributes Services as consideration for 20 Class B Interests to the Company.
NOW THEREFORE, in consideration of the mutual agreements and covenants contained herein, and for good and valuable consideration the receipt and sufficiency of which is hereby confirmed, each of the Company and CCC hereby agree as follows:
1. DEFINITIONS
The following definitions apply unless otherwise specifically stated:
“Additional Services” has the meaning set forth in Section 2(b).
“Affiliate” means (i) any Person that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with a Party and (ii) any Person that, directly or indirectly, is the beneficial owner of fifty percent (50%) or more of any class of equity securities of, or other ownership interests in, a Party or of which the Party is directly or indirectly the owner of fifty percent (50%) or more of any class of equity securities or other ownership interests. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities or otherwise.
“Agreement” has the meaning set forth in the Preamble.
“Applicable Law” means all laws, statutes, ordinances, certifications, orders, decrees, injunctions, licenses, permits, approvals, agreements, rules and regulations, including any conditions thereto, of any Governmental Instrumentality having jurisdiction over any Party, all or any portion of the Facilities or performance of all or any portion of the Services or the operation of the Facilities, or other legislative or administrative action of a Governmental Instrumentality, or a final decree, judgment or order of a court which relates to the performance of Services hereunder or the interpretation or application of this Agreement.
| 3 |
“Bankruptcy Event” means, with respect to any Person, the occurrence of one or more of the following events: (a) such Person (i) admits in writing its inability to pay its debts as they become due, (ii) files, or consents by answer or otherwise to the filing against it of, a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy, insolvency, reorganization, moratorium, or other similar Applicable Law of any jurisdiction, (iii) makes an assignment for the benefit of its creditors, other than collateral assignments permitted under this Agreement, (iv) consents to the appointment of a custodian, receiver, trustee, or other officer with similar powers with respect to it or with respect to any substantial part of its property, (v) is adjudicated as insolvent or to be liquidated, or (vi) takes action for the purpose of any of the foregoing; or (b) a court or Governmental Instrumentality of competent jurisdiction enters an order appointing, without consent by such Person, a custodian, receiver, trustee, or other officer with similar powers with respect to it or with respect to any substantial part of its property, or constituting an order for relief or approving a petition for relief or reorganization or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency under the Applicable Law of any jurisdiction, or ordering the dissolution, winding-up, or liquidation of such Person, or any such petition shall be filed against such Person, and such petition or order entered against such Person shall not have been dismissed, withdrawn, or vacated within sixty (60) Days.
“BESS” has the meaning set forth in the Recitals.
“Business Day” means any Day (other than a Saturday or Sunday) on which banks are open for business in the State of New York.
“CCC” has the meaning set forth in the Preamble.
“CCC’s Existing Intellectual Assets” has the meaning set forth in Section 7(a).
“Changes in Customs Duties” means the enactment, adoption, promulgation, modification, change in interpretation or repeal, after the Effective Date, of any Customs Duties.
“Changes in Law” means (i) the enactment, adoption, promulgation, modification, change in interpretation or repeal, after the Effective Date, of any Applicable Law (other than any changes in Applicable Law related to immigration, labor, taxes, securities and investments, corporate structuring or import/export laws and regulations) or (ii) the imposition of any conditions on the issuance or renewal of any permit after the Effective Date (notwithstanding the general requirements contained in any permit at the time of application or issuance to comply with future laws, ordinances, codes, rules, regulations or similar legislation), in either case, which directly causes an adverse change in a Party’s costs or schedule for performing its obligations under this Agreement, provided, however, that any of the following shall not be Changes in Law hereunder: (a) a change in any requirement of any permit required to be obtained or maintained by the Company, or the terms and conditions of, or the delay or denial in the issuance of, any such permit; (b) a change in any national, federal, state, provincial, local or any other income or franchise tax law or any other law imposing a tax, duty, levy, impost, fee, royalty or similar charge based on the importation or exportation of any item or service for which CCC (or any Subcontractor) is responsible hereunder, including any Changes in Customs Duties or other tariffs, duties or customs, including anti-dumping or countervailing duties or similar costs or charges; (c) a proposed change of any Applicable Law of any Governmental Instrumentality, which proposal was in existence prior to the Effective Date but not yet made effective; or (d) any change in Applicable Law related to immigration, securities and investments, or any state corporation, limited liability company, partnership or other entity law, such as the Delaware General Corporation Law.
“Company” has the meaning set forth in the Preamble.
“Confidential Information” has the meaning set forth in Section 14(a).
“Continuing Services” has the meaning set forth in Section 2(b).
“Credits” means any credits, credit certificates or similar items such as those for greenhouse gas reduction, as well as any capacity credits, renewable energy credits, tradable generation rights, investment tax credits, production tax credits, pollution/emission credits or other associated benefits, in each case created and defined under Applicable Law or its specified replacement for such purposes, related to the Facilities.
| 4 |
“Customs Duties” means all import taxes, import duties, customs duties, anti-dumping duties, countervailing duties, tariffs, quotas, minimum price floors, and other similar charges that are imposed, assessed, or levied pursuant to or in connection with Section 201 of the Trade Act of 1974, as amended, Section 232 of the Trade Expansion Act of 1962, as amended, Section 301 of the Trade Act of 1974, as amended, or any other Applicable Laws.
“Day” shall mean a calendar day.
“Defaulting Party” has the meaning set forth in Section 9(b).
“Defective Equipment” has the meaning set forth in Section 6(b).
“Defective Services” has the meaning set forth in Section 6(a).
“Equipment” has the meaning set forth in the Recitals.
“Facilities” has the meaning set forth in the Recitals.
“Financing Entities” means any and all lenders, security, note or bond holders, Lien holders, credit support provider, institutions, purchasers of Credits and other Persons providing any construction, interim or long-term equity (including tax equity) financing, or debt financing, refinancing or recapitalization, or equity investment (including tax equity investment) or capital in consideration for the purchase of tax credits for the Company or its Affiliates (or any other equity investor that makes a capital contribution to the Company or its Affiliates in cash or in kind), their successors and assigns, and any trustees or agents acting on their behalf, and any trustee or agent acting for or on behalf of the Financing Entities.
“Force Majeure” means any event or circumstance that arises after or was not reasonably foreseeable prior to the Effective Date to the extent a) not within the reasonable control of the Party affected, b) not capable of being prevented, avoided, removed, overcome or mitigated by such Party, c) having a material adverse effect on the ability of the affected Party to fulfill its obligations under this Agreement and d) not resulting from any act or omission or otherwise caused by the affected Party and either the Company or CCC, as applicable. Such event or circumstance may include, but are not limited to: i) wildfire, flood, named storms, landslide, earthquakes, tornado or other extreme weather events, ii) civil disturbance, war, riot or armed conflict, whether declared or undeclared, insurrections, iii) act of any Governmental Instrumentality, iv) nationwide or regional strikes, transportation accidents, embargo, acts of the public enemy or terrorists, or civil disturbance, v) any condition，event or circumstance as prescribed by Applicable Law.
Unless the following event or circumstance is caused by Force Majeure, Force Majeure expressly excludes (A) economic hardship or financial condition of the relevant Party or any member of, as applicable, CCC or the Company, (B)changes in general economic conditions and exchange rate fluctuations, (C) known pandemic or epidemic impacts or quarantines, shelter-in-place orders or other similar restrictions enacted or declared by a Governmental Instrumentality as a result of known pandemics or epidemics that do not affect the provision of the Services, (D) any industrial actions, disputes, walkouts, work stoppages, boycotts, strikes or other labor disputes that involve employees or personnel of members of CCC, (E) unavailability of qualified labor, (F) non-performance or delay by any Subcontractor, including with respect to the supply of materials or equipment, (H) any default by a member of CCC, (G) explosion, corrosion, leakage, seeping, breakage or accident to machinery, equipment, pipe or transmission lines, other facilities or vessels in the care, custody or control of any member of CCC, (I)normal wear and tear, random flaws or breakdowns in any equipment, materials, supplies or items used in the performance of the Services.
“Governmental Instrumentality” means any federal, state or local department, office, instrumentality, agency, authority, board or commission having jurisdiction over a Party or any portion of the Services or the Facilities.
| 5 |
“Hazardous Materials” means any substance that under Applicable Law is considered to be hazardous or toxic or is or may be required to be remediated, including (i) any petroleum or petroleum products, radioactive materials, asbestos in any form that is or could become friable, urea formaldehyde foam insulation, transformers or other equipment that contain dielectric fluid containing polychlorinated biphenyls and processes and certain cooling systems that use chlorofluorocarbons, (ii) any chemicals, materials or substances which are now or hereafter become defined as or included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,” “extremely hazardous wastes,” “restricted hazardous wastes,” “toxic substances,” “toxic pollutants,” or any words of similar import pursuant to Applicable Law or (iii) any other chemical, material, substance or waste, exposure to which is now or hereafter prohibited, limited or regulated by any Governmental Instrumentality or which may be the subject of liability under Applicable Law for damages, costs or remediation.
“Initial Services” has the meaning set forth in Section 2(a).
“Intellectual Property” has the meaning given to such term in Section 7(a).
“Liabilities” means any and all loss, claim, judgment, causes of action, demand, costs, injuries, damage, offset, interest, award, expense and liability, including fines, penalties, court costs, costs of suit, administrative proceedings, administrative investigations, litigation, arbitration, dispute resolution or other similar proceedings and fees of engineers, lawyers, accountants and other professionals and experts (in each case on a dollar-for-dollar full reimbursement basis), incurred by a Party, whether incurred through settlement or otherwise, in each case whether arising before or after the termination of this Agreement, and in all cases including those owed to third parties.
“Licensed Software” means any software that is provided to the Company as part of the Services, including any and all Updates thereto and all new Versions thereof.
“Lien” means any claims, liens, security interests, encumbrances or charges of any nature concerning personal or real property.
“NMC” means NPJV MANAGER LLC, a Delaware limited liability company.
“Party” has the meaning set forth in the Preamble.
“Person” means any individual, corporation, partnership, limited liability company, trust, association, unincorporated organization, or Governmental Instrumentality.
“Project Documents” means all documentation, materials, and information relating to the Equipment and Facilities required for installation, commissioning, operation, maintenance, and support, including without limitation operating manuals, maintenance manuals, training materials, technical drawings, process documentation, software documentation, firmware documentation, configuration files, calibration records, test reports, and as-built documentation, in each case to the extent in CCC’s possession or control.
“Proprietary Interest” means any patent, patent pending, trademark, trade secret, proprietary information, know how, copyright, moral right, unpatented invention or any other intellectual property rights.
“Prudent Industry Practices” means the prudent practices applicable from time to time to a Person engaging in inspection and technical service of equipment which is similar in size and kind to the Facilities nationally. Prudent Industry Practices are not limited to optimum practices, methods or acts to the exclusion of all others, but rather refers to a spectrum of possible practices, methods and acts employed by private power producers which could have been expected to accomplish the desired result at reasonable cost consistent with reliability and safety.
| 6 |
“Records” has the meaning set forth in Section 2(h).
“Services” has the meaning set forth in Section 2(b).
“Services Warranty” has the meaning set forth in Section 6(a).
“Standard of Care” means in compliance with (a) Prudent Industry Practices; (b) the terms of this Agreement (including all Exhibits, Annexes and Attachments attached hereto); (c) the terms of the Project Documents; (d) Applicable Laws (including permits required to perform the Services); (e) any Equipment documentation, manufacturer’s specifications; (f) all specifications and descriptions set forth herein and therein; (g) a safe, expeditious, good, diligent and workmanlike manner that complies with the safety regulations and standards adopted under the Occupational Safety and Health Act of 1970, as amended from time to time and any corresponding state laws applicable to the Facilities and the Services; and (h) all Company policies, standards, codes, guidelines or procedures as may be updated by the Company from time to time.
“Subcontractor” means any subcontractors of any tier, suppliers, vendors or other persons to whom any part of the Services may be subcontracted to, whether directly or indirectly, by CCC. The Company and its Affiliates shall not be deemed a Subcontractor under this Agreement.
“Technical Specifications” means the written performance, throughput, quality, safety, software, and operational requirements for the Equipment, as mutually agreed by the Parties in writing prior to installation, including any revisions approved in writing by the Parties.
“Term” has the meaning set forth in Section 4(a).
“Updates” means, with respect to any Version, any improvements, modifications, updates, fixes and additions to the Licensed Software that CCC or its licensors develop and that is offered generally to other licensees.
“Versions” means a release of the Licensed Software that includes significant new or enhanced features or functionality and which is typically designated by a change in the number to the left of the first decimal point (e.g., from version 1.0 to 2.0). The meanings specified in this Section 1 are applicable to both the singular and plural. As used in this Agreement, the terms “herein,” “herewith,” “hereunder” and “hereof” are references to this Agreement taken as a whole, and the terms “include,” “includes” and “including” mean “including, without limitation,” or variant thereof. Unless expressly stated otherwise, reference in this Agreement to an Article or Section shall be a reference to an Article or Section contained in this Agreement (and not in any Attachments or Schedules to this Agreement) and reference in this Agreement to an Attachment, Exhibit, Schedule or Annex shall be a reference to an Attachment, Exhibit, Schedule, or Annex attached to this Agreement.
“Work Product” has the meaning set forth in Section 7(a).
2. SCOPE OF SERVICES
(a) Initial Technical and Commissioning Support. Subject to the Asset Purchase Agreement CCC shall provide the following initial services to the Company to assist the initial establishment of its manufacturing platform, including the Equipment, until CCC completes commissioning (all such services, the “Initial Services”):
(i) technical expertise related to battery energy storage system manufacturing to the extent required for the Company to begin operating the Equipment;
(ii) support installation and commissioning of Equipment sold to the Company;
(iii) validation of Equipment performance against the Technical Specifications;
(iv) assistance with initial production readiness and ramp-up; and
(v) resolution of technical issues related to Equipment installation and commissioning.
| 7 |
(b) Continuing Services. Following commissioning of the Equipment, CCC shall provide the services set forth on Schedule 1 (the “Continuing Services”) with respect to the Facilities, pursuant to the terms and conditions contained in this Agreement. To the extent the Company wishes to expand the Services during the Initial Term (such expanded services, if agreed to by CCC, the “Additional Services” and, together with the Initial Services, and any Continuing Services, the “Services”), the Company shall give CCC written notice of such Additional Services, including proposed cash compensation for such Additional Services and expected time period for providing such Additional Services, which CCC may agree to provide in its sole discretion.
(c) Training and Knowledge Transfer. CCC shall train the Company’s employees on operating, maintaining and troubleshooting the Equipment. In support of such training, CCC will provide technical documentation, written operating procedures and written training materials. CCC shall make itself available during the Company’s regular business hours to support both on-site and remote technical training.
(d) No Other Services. For the avoidance of doubt, CCC shall provide only technical services and advisory support, not operational management of the Facilities. CCC shall not supervise the Company’s personnel or manage the Facilities’ or the Company’s day-to-day factory operations.
(e) Timing Requirements. CCC shall provide all Services required under this Agreement in a timely manner and otherwise in accordance with the requirements of this Agreement.
(f) Company’s Right to Inspect. The Company shall have the right to inspect (and witness the performance of) any and all Services performed by CCC (or any of its Subcontractors) at the Facilities. Any such inspection or witnessing may, at the Company’s sole discretion, be performed by a third party retained by the Company.
(g) Standard of Care; Environmental Compliance.
(i) CCC shall perform the Services in compliance with Applicable Law, Prudent Industry Practices and this Agreement. The Company shall dispose of all Hazardous Materials that CCC or any of its Subcontractors bring onto or uses at the Facilities (if any) during performance of the Services at disposal facilities permitted to receive such Hazardous Materials.
(ii) The Company and CCC shall not, nor shall it permit or allow any of its Subcontractors to, bring any Hazardous Materials on the Facilities; provided, however, that CCC and the Company and their respective Subcontractors may bring onto the Facilities such Hazardous Materials as are necessary to perform the respective Services so long as the same is done in compliance with Applicable Law and Prudent Industry Practices.
(h) Records. CCC shall keep all construction logs and technical correspondence (as may be necessary for proper management under this Agreement, as required under Applicable Law or this Agreement) directly related to this Agreement and the Facilities (“Records”). CCC shall retain all such Records for a minimum period of time equal to the greater of: (a) three (3) years after the Term or (b) such period of time as may be required under Applicable Law. CCC shall provide records to the Company upon request.
(i) Operating Reports and Meetings. CCC shall provide the Company with regular reports of the status relating to technical support aspects of the Services or as otherwise reasonably requested by the Company. In addition to its obligations pursuant to this Section 2(i), CCC shall keep the Company advised as to the status of the Services and shall inform the Company, within one (1) Business Day, in writing upon the occurrence of any of the following: (a) any occurrence or event that may be expected to impact the schedule for performance of Services; (b) any technical problem or risks that may impact the operations of the Facilities or performance of the Services; (c) any defect or reasonable expectation that a defect may impact the Facilities and (d) any material changes to previously submitted information. The Company shall have the right to verify the information provided by CCC. In connection therewith, CCC shall identify those items provided to the Company that would enable the Company to verify such information in an expedient manner.
| 8 |
(j) Subcontractors. The Company acknowledges and agrees that CCC may have portions of the Services accomplished by Subcontractors pursuant to written contracts between CCC and such Subcontractors, and that such Subcontractors may have certain portions of the Services performed by other Subcontractors. CCC shall be responsible for any Services performed or furnished by any Subcontractor, as if CCC performed and provided such Services. No Subcontractor is intended to be or shall be deemed a third-party beneficiary of this Agreement. Nothing contained herein shall (a) create any contractual relationship between any Subcontractor and the Company or (b) obligate the Company to pay or cause the payment of any amounts to any Subcontractor.
3. PAYMENT
(a) Continuing Services. The Parties acknowledge and agree that consideration for the Initial Services and Continuing Services provided during the Initial Term shall be the issuance of Class B Interests (“Membership Interests”), as provided for pursuant to the Contribution Agreement and the Operating Agreement. Subject to Section 9(b), the Membership Interests will be subject to a vesting schedule under the Operating Agreement or such other documentation as the Parties may agree, such that CCC’s right to retain the Membership Interests will vest 10% each year. Subject to Applicable Law and the Operating Agreement (including any permitted transfers permitted therein), upon the expiration or termination of the Initial Term, CCC shall retain all of its Membership Interests in the Company indefinitely, and such retention shall be irrevocable and not subject to any redemption, repurchase, or forfeiture by reason of the expiration of this Agreement.
(b) With respect to the second year of the Initial Term, the Parties shall agree on the fair market value as the second year’s Services Fee to CCC.
4. TERM
(a) Term. Except as otherwise provided in this Agreement, this Agreement will commence on the Effective Date and will remain in effect for an initial period of two (2) years (the “Initial Term”). After the Initial Term, the term may be extended (“Renewal Term”) only upon mutual written consent from each Party. The Company shall deliver any written request to extend the Term to CCC not less than ninety (90) Days before the end of the Term.; provided that, with respect to any renewal, the Parties shall agree on the fair market value of the Services at the time of such renewal and such amount shall be paid in cash to CCC, as opposed to equity provided for pursuant to the Contribution Agreement and Operating Agreement. If the Parties cannot agree on the amount of additional compensation a renewal term within 30 days following the end of the Term, this Agreement shall terminate effective as of the end of the Term.
5. COMPANY OBLIGATIONS AND RESPONSIBILITIES
(a) Company Obligations to CCC. During the Term, the Company, at no cost to CCC, shall:
(i) provide reasonable access to the Facilities to perform the Services without interruption or delay, including performing all necessary coordination activities with any other Person to minimize interference with CCC’s performance of the Services at the Facilities;
(ii) provide water and other utilities in the amounts, pressures and voltages required by CCC to perform its obligations hereunder;
(iii) obtain and maintain all material orders, permits, licenses, approvals, authorizations, exemptions, and certifications now or hereafter deemed by the Company as required for operating the Facilities;
(iv) comply with all Applicable Law;
(v) designate from time to time in writing to CCC one or more of its employees or representatives as the Company’s representative under this Agreement; and
| 9 |
(vi) review in a reasonably timely fashion all items submitted by CCC to the Company for the Company’s approval;
(vii) reasonably maintain the existing level of security at the Facilities;
(viii) operate the Facilities in accordance with Prudent Industry Practices; and
(ix) provide auxiliary power and internet access (and other similar reasonable operational support as may be reasonably required by CCC in the performance of CCC’s obligations hereunder).
(b) Company Responsibilities. During the Term and with respect to the Facilities, the Company shall be responsible for:
(i) product design, engineering and system architecture;
(ii) bills of materials and component approval;
(iii) day-to-day manufacturing operations and staffing;
(iv) operational management and production scheduling;
(v) pricing, commercialization and customer contracting; and
(vi) capital planning, funding and all financing decisions.
(c) Hazardous Materials. The Company shall, at the sole cost, expense and liability of the Company, identify, characterize, manage, manifest, treat, store, remediate, remove, transport or dispose of any Hazardous Materials present, discovered, discharged, spilled, disposed or otherwise released at the Facilities, including any Hazardous Materials brought on to or generated on the Facilities by any third parties but excluding any Hazardous Materials brought onto, spilled at, or discharged at or otherwise released at the Facilities by CCC or its Subcontractors. THE COMPANY SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS CCC and its managers, officers, directors, members, shareholders, employees and agents FROM AND AGAINST ALL DAMAGES, LOSSES, COSTS AND EXPENSES (INCLUDING ALL REASONABLE ATTORNEYS’ FEES AND LITIGATION OR ARBITRATION EXPENSES) INCURRED BY CCC and its managers, officers, directors, members, shareholders, employees and agents TO THE EXTENT ARISING FROM ANY CONTAMINATION OR POLLUTION RESULTING FROM (I) ANY HAZARDOUS MATERIALS FOR WHICH THE COMPANY IS RESPONSIBLE UNDER THIS SECTION 5(c) OR (II) ANY FAILURE OF THE COMPANY TO OTHERWISE COMPLY WITH ITS OBLIGATIONS UNDER THIS SECTION 5(c).
(d) Permits and Licenses. The Company shall be responsible for obtaining and maintaining at its own expense all necessary approvals, permits and licenses from Governmental Instrumentalities in order to own and operate the Facilities.
6. WARRANTIES
(a) Services Warranty. CCC warrants that (a) each item of Services performed under this Agreement shall be performed in a manner consistent with the Standard of Care and with CCC’s skill and judgment in a good and workmanlike manner and free from defects in workmanship and (b) none of the Services rendered by or through CCC hereunder or the use of the Services by the Company, nor any license granted hereunder, infringes, violates or constitutes a misappropriation of the Licensed Software (the “Services Warranty”). Any such Services shall be considered defective Services (the “Defective Services”) if such Services (A) are not in compliance with the Services Warranty and (B) are notified as not being in compliance by the Company to CCC in writing prior to the earlier of (x) the end of the Term or (y) two (2) years following the performance of such Services. Subject to the limitation of liability set forth in Section 10, CCC shall re-perform any Defective Services at CCC’s sole expense.
| 10 |
(b) Exclusions. The Services Warranty exclude remedy, and CCC shall have no liability to the Company hereunder, for damage or defect to the extent caused by the following (except to the extent caused by the act or omission of CCC, its Subcontractors or those Persons acting at the direction of CCC or its Subcontractors): (a) repairs or alterations performed by any Person other than CCC or its Subcontractors or Persons acting at the direction of CCC or its Subcontractors and performed not in accordance with the Project Documents or (b) operation, maintenance or use of Facilities or any component thereof in a manner not in compliance with Applicable Law. The Services Warranty include disassembly and reassembly of the Facilities as necessary to repair or replace the Defective Equipment or re-perform Defective Services; provided, that CCC shall coordinate with the Company to perform such disassembly and reassembly and shall take all reasonable precautions to mitigate costs in disassembling and reassembling the Facilities; provided, further, that the Company shall reimburse CCC for reasonable, direct costs (without markup for overhead, profit or otherwise) required for such disassembly or reassembly.
(c) Limited Warranties. EXCEPT FOR THE SERVICES WARRANTY, THE PARTIES HEREBY DISCLAIM ANY AND ALL OTHER WARRANTIES WITH RESPECT TO THE EQUIPMENT AND SERVICES PROVIDED HEREUNDER, INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY, IMPLIED WARRANTY OF HABITABILITY AND IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.
(d) Assignability of Warranties. The warranties made in this Agreement shall be for the benefit of the Company and its successors and assigns and the respective successors and assigns of any of them and are fully transferable and assignable. In the event that this Agreement is terminated due to CCC’s bankruptcy or insolvency pursuant to Section 9(a)(iii), CCC shall assign to the Company CCC’s rights to any outstanding warranties still in effect as at the time of such termination. CCC shall ensure that any subcontracts that it enters into grant such rights to the Company.
(e) Extended Warranties. To the extent that any warranties provided by any Subcontractors extend beyond the Term, upon the Company’s written request, CCC shall utilize reasonable efforts to assign such warranties to the Company so that it can enforce those warranties directly against such Subcontractors after the expiration of the Term.
7. OWNERSHIP OF DOCUMENTATION
(a) Ownership of Work Product. The Company and CCC acknowledge that during the course of, and as a result of, the performance of the Services, CCC or its Affiliates or Subcontractors will create or have created for the Services relating to the Facilities certain written materials, plans, drawings, specifications, calculations, and Records, computer files or other tangible manifestations of CCC’s efforts related to its Services (hereinafter individually or collectively referred to as “Work Product”). As between the Company and CCC, the Company shall own all rights, title and interest to the Work Product and any and all Proprietary Interests embedded in the Work Product (including all trade secrets, trademarks and copyrights and all registrations and applications therefor (“Intellectual Property”)). Notwithstanding anything to the contrary in this Agreement, all of CCC’s Existing Intellectual Assets, including Intellectual Property embedded therein, remain vested in CCC. For the purposes of this Agreement, “CCC’s Existing Intellectual Assets” means all Intellectual Property and written materials, plans, drafts, specifications or computer files or other documents, which are owned by CCC or its Affiliates as of the Effective Date or are developed or acquired by CCC or its Affiliates independently of this Agreement.
8. INSURANCE
(a) Provision of Insurance. Each Party shall procure and maintain, at its own cost and expense, throughout the Term, insurance coverage. Such insurance shall include (a) commercial general liability insurance covering claims for bodily injury, personal injury, and property damage, (b) professional liability (errors and omissions) insurance, (c) workers’ compensation insurance as required by Applicable Law and employer’s liability insurance, and (d) such other insurance as is customary for businesses of similar size and nature for such Party.
(b) Obligations Not Relieved. Anything in this Agreement to the contrary notwithstanding, the occurrence of any of the following shall in no way relieve the Parties from any of its obligations under this Agreement: (a) failure by a Party to secure or maintain the insurance coverages required hereunder; (b) failure by a Party to comply fully with any of the insurance provisions of this Agreement; (c) failure by a Party to secure such endorsements on the policies as may be necessary to carry out the terms and provisions of this Agreement; (d) the insolvency, bankruptcy or failure of any insurance company providing insurance to a Party or (e) failure of any insurance company to pay any claim accruing under its policy.
| 11 |
(c) Failure to Provide Required Insurance. If any Party fails to provide or maintain insurance as required herein and fails to cure such failure within fourteen (14) Days of receiving notice of such failure, the other Party shall have the right but not the obligation to purchase such insurance and shall be entitled to recover the insurance premium reasonably paid in respect of such insurance from the other Party in accordance with this Agreement.
9. DEFAULT; TERMINATION FOR DEFAULT
(a) Event of Default. The occurrence of any of the following events under this Agreement with respect to a Party (the “Defaulting Party”) shall constitute an event of default (an “Event of Default”):
(i) the Company fails to make payment of any amount when due under this Agreement as required to be made by the Company;
(ii) CCC (A) performs, undertakes, or engages in any services, activities, or actions that are materially beyond the scope of the Services as defined and authorized under this Agreement or (B) materially fails to perform the Services, in that case,if such failure continues for thirty (30) Days after written notice from the Company;
(iii) a Bankruptcy Event occurs with respect to the Defaulting Party; or
(iv) the Defaulting Party engages in fraud, willful misconduct, or gross negligence in connection with the performance of Services or any other obligations under this Agreement, as determined by a final, non-appealable order.
(b) Prior to terminating this Agreement, the non-Defaulting Party shall give the Defaulting Party written notice of default specifying the nature of such Party’s Event of Default. The Defaulting Party shall (i) have ten (10) Days if such default is by Company to pay any amounts due to CCC, or (ii) have thirty (30) Days for all other defaults (or more if agreed in writing by the non-Defaulting Party), in each case, following receipt of such notice to cure the Event of Default. Upon failure to cure the Event of Default by the applicable date, the non-Defaulting Party may terminate this Agreement; provided that, if the Defaulting Party is CCC, any Membership Interests of CCC that have not vested as of the date of such termination shall automatically be forfeited; provided further that, if Event of Default pursuant to Section 9(a)(iv), this Agreement shall terminate; and, if CCC is the Defaulting Party, all of its Membership Interests shall be forfeited, whether or not such Membership Interests have vested. If this Agreement is terminated due to Company’s Event of Default pursuant to Section 9(a)(iv), common law shall govern the rights and remedies of CCC, and CCC shall be entitled to all accrued and unpaid fees, plus damages, and shall retain all vested Membership Interests.
(c) If any delay or failure to perform is caused, in whole or part, by a Force Majeure event, the effects of which could not reasonably have been avoided by CCC, CCC shall not be a Defaulting Party and shall not be liable for any breach or delays in performance or any excess costs of re-procurement.
(d) The rights and remedies of the Parties in this Section or in any other Section of this Agreement are in addition to any other rights and remedies provided to the Parties by law or under this Agreement.
10. INDEMNIFICATION; LIMITATION OF LIABILITY
(a) Indemnification by CCC. Subject to the limitations set forth in Sections 9 and 10, CCC shall indemnify, defend and hold harmless the Company and its managers, officers, directors, members, shareholders, employees and agents against any and all liabilities, claims, damages, actions, causes of action, losses, costs and expenses (collectively, the “Claims”) it or they incur which arise out of or due to a breach of any of CCC’s warranties or covenants contained herein and such breach continues for thirty (30) Days following written notice thereof. The obligations of CCC set forth in this Section 10(a) shall include the payment of any and all interest, penalties and reasonable attorneys’ fees the Company incurs in connection with the defense or satisfaction of any Claims. This indemnification shall not apply to Claims arising out of, or due to the Company’s fraud, gross negligence or willful misconduct.
| 12 |
(b) Indemnification by the Company. Subject to the limitations set forth in Sections 9 and 10, the Company shall indemnify, defend and hold harmless CCC and its managers, officers, directors, members, shareholders, employees and agents against any and all Claims it or they incur which arise out of or due to a breach of any the Company’s warranties or covenants contained herein and such breach continues for thirty (30) Days following written notice thereof. The obligations of the Company set forth in this Section 10(b) shall include the payment of any and all interest, penalties and reasonable attorneys’ fees the Company incurs in connection with the defense or satisfaction of any Claims. This indemnification shall not apply to Claims arising out of, or due to the Company’s fraud, gross negligence or willful misconduct.
(c) Procedures for Indemnification. The indemnified party shall give the indemnifying party prompt written notice of any third-party claim. The indemnified party shall provide reasonable cooperation to the indemnifying party, at the expense of the indemnifying party. The indemnifying party shall have no authority to settle any claim on behalf of the indemnified party, unless such settlement includes an unconditional and complete release of all of the indemnified party’s alleged liabilities therein. The indemnifying party shall not enter into any settlement that affects the rights or interests of the indemnified party without the prior written consent of the indemnified party, unless such settlement includes an unconditional and complete release of all alleged liabilities of the indemnified party.
(d) CCC Aggregate Liability. In no event shall CCC be liable to the Company for any Claims which exceed an amount equal to $1,800,000; provided that, the foregoing limitation of liability shall not apply to (i) CCC’s indemnification obligations under this Agreement for third-party claims for personal injury or third-party property damage; (ii) gross negligence, fraud, fraudulent misrepresentation, willful misconduct or corrupt practices of CCC; (iii) any Liens of any Subcontractor; or (iv) any other acts or omissions for which liability cannot be disclaimed or limited under Applicable Law. Notwithstanding anything to the contrary, this Section 10(d) shall have no impact on any forfeiture of equity interests pursuant to Section 9(b) hereof.
(e) Company Aggregate Liability. In no event shall the Company be liable to CCC for any Claims which exceed an amount equal to $1,800,000; provided, that the foregoing limitation of liability shall not apply to (a) the Company’s liability in cases of fraud, fraudulent misrepresentation, gross negligence, willful misconduct or corrupt practices by Company or its other contractors (b) any claim or loss arising out of violations of Applicable Law; or (c) any other acts or omissions for which liability cannot be disclaimed or limited under Applicable Law.
(f) No Liens; Removal of Liens. CCC shall not assume, create or suffer to exist or be created, by, through or under CCC or any Subcontractor, any Liens on the Facilities or any other property of the Company or any portion thereof, other than Liens arising directly from the Company’s failure to make payments to CCC as and when they become due under this Agreement. If any Lien arises in violation of the terms of this Agreement, CCC shall immediately pay, discharge, release and remove of record any such Lien or make provision thereof by a bond or other security acceptable to the Company. Without limiting the Company’s right to indemnification under Section 10(a), if CCC fails to take such action in a manner and within a reasonable time period, the Company has the right but not the obligation, at the Company’s option, with prior notice to CCC, to discharge, pay, bond over, settle or otherwise address such undisputed Lien, and CCC shall, within five (5) Days after receipt of a request by the Company, reimburse the Company for all reasonable costs and expenses incurred by the Company in connection therewith or, at the Company’s election, the Company may offset such amounts from any amounts otherwise due to CCC hereunder. Notwithstanding any other provision hereof, CCC shall indemnify, defend and hold harmless the Company and its managers, officers, directors, members, shareholders, employees and agents from and against any and all Liabilities arising out of or relating to any Lien filed against the Facilities arising by, through or under CCC in violation of the terms of this Agreement.
(g) Third Party Claims. With respect to any third party claim related to this Agreement or the Services (a “Third Party Claim”), CCC or the Company, as applicable, (the “Indemnifying Party”) shall defend, at its sole expense, any claim, demand, loss, liability, damage, or other cause of action within the scope of the Indemnifying Party’s indemnification obligations under this Agreement; provided, that CCC or the Company, as applicable (the “Indemnified Party”), notifies the Indemnifying Party promptly, but in no event more than ten (10) Business Days following such Indemnified Party’s receipt of a Third Party Claim, in writing of any claim, loss, liability, damage, or cause of action against the Indemnified Party and gives the Indemnifying Party authority, information, and assistance at the reasonable expense of the Indemnified Party in defense of the matter. However, the failure to give prompt notice will not affect the rights or obligations of the Indemnifying Party except and only to the extent that, as a result of such failure, the Indemnifying Party was materially prejudiced. With respect to any Third Party Claim, the Indemnifying Party will have the right to direct the defense of any claim for which indemnification is sought hereunder; provided, that the Indemnified Parties may hire counsel (at its own cost) to participate in such defense. With respect to any Third Party Claim, no Indemnifying Party may enter into a settlement of any claim subject to this Section 5.1(c) unless the Indemnified Parties consent thereto (which consent shall not be unreasonably withheld, conditioned, or delayed) or such settlement involves the payment of money damages only and contains a full and complete release of the Indemnified Parties and does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of the Indemnified Party. Should the Parties both be named as defendants in any Third Party Claim arising out of or relating to the Facilities or the Services, the Parties will cooperate with each other in the joint defense of their common interests to the extent permitted by law and will enter into an agreement for joint defense of the action if the Parties mutually agree that the execution of the same would be beneficial.
| 13 |
(h) Notwithstanding anything to the contrary contained in this Agreement, neither Party shall, under any circumstances, be liable for any special, indirect, incidental, or consequential damages, including without limitation, loss of profit or revenues, loss of opportunity, loss of goodwill or reputation, loss of interest, cost of interrupted operation, anticipated saving etc., in connection with the Services or for the breach of any of the obligations owed to the other Party.
11. ASSIGNMENT
(a) Neither Party shall assign any interest herein or claim hereunder without the prior written consent of the other Party, and any such assignment without the non-assigning Party’s written consent is ineffective and void. No such consent will be deemed to relieve the assigning Party of its obligations to comply fully with the requirements of this Agreement. However, CCC may, without the Company’s consent, assign the rights to be paid monies due, or to become due, to a financing institution if the following conditions are met:
(i) the Company must continue to have the right to exercise any and all of its rights under, settle any and all claims arising out of, and enter into amendments hereto, without notice to or consent of the assignee;
(ii) the entire amount of said monies is assigned to a single assignee; and
(iii) the Company is given notice of the assignment and all invoices submitted by CCC contain adequate reference to the assignment.
12. PUBLIC RELEASE OF MATERIAL
Neither Party shall, without the other Party’s prior written consent, advertise or publicize, in any medium, including, without limitation, any print, broadcast, direct mailing, or any internet website, the fact that CCC is a supplier of services to the Company. Neither Party, nor its subcontractors, suppliers, or agents, shall, without the other Party’s prior written consent, use in any such medium: (i) the other Party’s name, photographs, logos, trademarks, or any other identifying information; (ii) use (except to communicate with the other Party or its Affiliates) any internet domain names, metatags, or electronic mail addresses containing the other Party’s tradenames, including “Can Current Company” or “CCC” or the names of any product or service for which the Company or CCC, as applicable, owns the trademark; or (iii) provide a link to any domain name or internet address registered to the Company or CCC, or any of their respective Affiliates.
13. DRAWINGS
All drawings, specifications and data furnished by the Company to CCC shall remain the property of the Company and shall not be disclosed to others by CCC and shall be used by CCC only as and to the extent required for the performance of this Agreement, unless otherwise approved by the Company in writing.
14. CONFIDENTIALITY
(a) Each Party acknowledges that it may have access to and become acquainted with trade secrets, proprietary information, and confidential information belonging to the other Party that are not generally known to the public, including information concerning business plans and other information provided pursuant to this Agreement, operating practices and methods, expansion plans, strategic plans, marketing plans, contracts, customer lists, or other business documents that the Company and CCC each treats as confidential, in any format whatsoever (including oral, written, electronic, or any other form or medium) (collectively, “Confidential Information”). In addition, each Party acknowledges that: (i) each Party has invested, and continues to invest, substantial time, expense, and specialized knowledge in developing its Confidential Information; (ii) the Confidential Information provides such Party with a competitive advantage over others in the marketplace; and (iii) such Party would be irreparably harmed if the Confidential Information were disclosed to competitors or made available to the public. Without limiting the applicability of any other agreement to which any Party is subject, no Party shall, directly or indirectly, disclose or use (other than in connection with such Party’s obligations under this Agreement) at any time, including use for personal, commercial, or proprietary advantage or profit, either during its association with the other Party or thereafter, any Confidential Information of which such Party is or becomes aware. Each Party in possession of Confidential Information shall take all appropriate steps to safeguard such information and to protect it against disclosure, misuse, espionage, loss, and theft.
| 14 |
(b) Nothing contained in Section 14(a) shall prevent any Party from disclosing Confidential Information: (i) upon the order of any court or administrative agency; (ii) upon the request or demand of any Governmental Instrumentality having jurisdiction over such Party; (iii) to the extent compelled by legal process or required or requested pursuant to subpoena, interrogatories, or other discovery requests; (iv) to the extent necessary to assert any right or defend any claim arising under this Agreement; (v) to the other Party; or (vi) to such Party’s representatives who, in the reasonable judgment of such Party, need to know such Confidential Information and agree to be bound by the provisions of this Section 14 as if a Party; provided, that, in the case of clause (i), (ii), or (iii), such Party shall notify the other Party of the proposed disclosure as far in advance of such disclosure as practicable (but in no event make any such disclosure before notifying the other Party) and use reasonable efforts to ensure that any Confidential Information so disclosed is accorded confidential treatment satisfactory to the other Party, when and if available.
(c) The restrictions of Section 14 shall not apply to Confidential Information that: (i) is or becomes generally available to the public other than as a result of a disclosure by such Party or its Affiliate or representative in breach of this Agreement; (ii) is or has been independently developed or conceived by such Party or its Affiliate without use of Confidential Information; or (iii) becomes available to such Party or any of its Affiliates or representatives on a non-confidential basis from a source other than the other Party or any of its representatives, provided, that such source is not known by the receiving Party to be bound by a confidentiality agreement regarding the other Party.
(d) The obligations of each Party under this Section 14 shall survive: (i) the termination of this Agreement; and (ii) such Party’s transfer or assignment of its interests or obligations hereunder.
15. COMPLIANCE WITH LAWS
(a) CCC and the Company shall comply with all Applicable Laws, and CCC hereby certifies that it is in compliance with all such Applicable Laws in the provision of the Services, and that the Services themselves are compliant with all Applicable Laws.
16. APPLICABLE LAW AND VENUE
(a) Governing Law. All issues and questions concerning the application, construction, validity, interpretation, and enforcement of this Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Delaware.
(b) Submission to Jurisdiction. The Parties hereby agree that any suit, action, or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby, whether in contract, tort, or otherwise, shall be brought in the United States District Court for the District of Delaware or in the Court of Chancery of the State of Delaware (or, if such court lacks subject matter jurisdiction, in the Superior Court of the State of Delaware), so long as one of such courts shall have subject matter jurisdiction over such suit, action, or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of Delaware. Each of the Parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action, or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action, or proceeding in any such court or that any such suit, action, or proceeding that is brought in any such court has been brought in an inconvenient form. Service of process, summons, notice, or other document by registered mail to the address set forth in Section 17 shall be effective service of process for any suit, action, or other proceeding brought in any such court.
(c) Waiver of Jury Trial. Each Party hereby acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues and, therefore, each such Party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby.
| 15 |
17. NOTICES
(a) All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (i) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (ii) on the date sent by email of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient; or (iii) on the third (3rd) Day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 17):
If to the Company:
Address:
NeoVolta Power, LLC
12195 Dearborn Place
Poway, CA 92064
Email: Sbond@neovolta.com
If to CCC:
Can Current Corporation
595 H.D. Robinson Blvd.
Pendergrass GA 30567
Email: Wenqi.Zhu@potisglobal.com
18. ENTIRE AGREEMENT, SEVERABILITY, AND SURVIVAL
(a) This Agreement, including all attachments hereto, constitutes the entire understanding and agreement between the Parties with respect to the subject matter hereof and supersedes all prior representations and understandings, whether oral or written.
(b) If any provision of this Agreement is invalid or is prohibited by Applicable Law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions, terms or conditions or of this Agreement.
(c) The provisions of this Agreement which by their nature are intended to survive the termination, cancellation, completion or expiration of this Agreement, including any indemnities, warranties and expressed limitations of or releases from liability, shall continue as valid and enforceable obligations of the Parties notwithstanding any such termination, cancellation, completion or expiration.
19. AMENDMENT
No provision of this Agreement may be amended or modified except by an instrument in writing executed by both Parties.
| 16 |
20. WAIVER
No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. No waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. For the avoidance of doubt, nothing contained in this Section 20 shall diminish any of the explicit and implicit waivers described in this Agreement, including in Section 16(c) hereof.
21. COUNTERPARTS
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
22. INDEPENDENT CONTRACTOR
CCC is an independent contractor in all its operations and activities under this Agreement and all personnel furnished by CCC or used by CCC in the performance of this Agreement will be CCC’s employees exclusively without any relation whatsoever to the Company. CCC is responsible for all obligations and reporting requirements covering social security, unemployment insurance, worker’s compensation, income tax, and any other reports, payments or deductions required by local, state, or federal law or regulation. CCC is not granted, expressly or impliedly, any right or authority to create any obligation or liability on behalf of or in the name of the Company.
[Signature page follows.]
| 17 |
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives on the Effective Date stated above.
| NeoVolta Power, LLC | |||
| By: | /s/ Steve Bond | ||
| Name: Steve Bond | |||
| Title: Authorized Signatory | |||
| Can Current Corporation | |||
| By: | /s/ Minjie Shi | ||
| Name: Minjie Shi | |||
| Title: Authorized Signatory | |||
[Signature Page to Technical Services Agreement]
SCHEDULE 1
CONTINUING SERVICES
| • | Provide ongoing technical support related to manufacturing Equipment and processes |
| • | Support troubleshooting and resolution of technical or process-related issues |
| • | Advise on process improvements, yield optimization, and efficiency enhancements |
| • | Provide technical input on Equipment modifications, upgrades, or line expansions |
| • | Support training of new technical personnel over time |
| • | Provide technical recommendations consistent with approved product specifications |
| • | Advise on manufacturing best practices and continuous improvement initiatives |
| • | Support evaluation of new equipment or process technologies, as requested |
Schedule 1
Exhibit 10.13
SEVERANCE AGREEMENT AND GENERAL RELEASE
This SEVERANCE AGREEMENT AND GENERAL RELEASE (“Agreement”) is made and entered into by and between Neovolta Inc. (“Company”) and Michael Mendik (“Employee”) (sometimes referred to herein as the “parties” or individually as a “party”) on the terms and conditions set forth below subject to any state-specific modifications that may apply under Appendix A:
NOW THEREFORE, in consideration of and exchange for the promises, covenants, and releases contained herein, the Employee agrees as follows:
| 1. | Termination Date. Employee’s termination from all positions Employee holds with the Company and Insperity PEO Services, L.P. (“Insperity”) shall be effective on January 30, 2026, in accordance with the terms and conditions of this Agreement (“Termination Date”). The Company will refer all requests made by potential employers to Insperity’s Contact Center at (1.866.715.3552). In response to such inquiries, Insperity will provide only dates of employment and last position held. |
| 2. | Effective Date of Agreement. Employee and the Company agree that this Agreement shall not be effective until after the Agreement is executed by Employee and the revocation period outlined below has expired. (“Effective Date”). |
| 3. | Acknowledgment of Rights and Waiver of Claims Under the Age Discrimination in Employment Act (“ADEA”). Employee acknowledges that Employee is knowingly and voluntarily waiving and releasing any rights Employee may have under the Age Discrimination in Employment Act (“ADEA”). Employee also acknowledges that the consideration given for the waiver and release in the following paragraph is in addition to anything of value to which Employee was already entitled. Employee further acknowledges that Employee has been advised by this writing, as required by the Older Workers’ Benefit Protection Act, that: |
| A. | No Waiver of Claims that May Arise in the Future. Employee’s waiver and release does not apply to any rights or claims that may arise after the Effective Date of this Agreement; |
| B. | Attorney Consultation. Employee should consult with an attorney prior to executing this Agreement; |
| C. | 21 Days to Consider. Employee has at least twenty-one (21) days to consider this Agreement (although Employee may by Employee’s own choice execute this Agreement earlier); |
| D. | Revocation Period. Employee has seven (7) days following Employee’s execution of this Agreement to revoke the Agreement; and |
| E. | Effective Revocation. Employee may revoke this Agreement only by giving formal, written notice of Employee’s revocation of this Agreement to Ofelia Black, Insperity HR Specialist, to be received by the close of business on the seventh (7th) day following Employee’s execution of this Agreement. |
| 4. | Severance Benefits. The Company shall pay the following severance benefits, which exceed the benefits to which Employee would be entitled absent Employee’s agreement to the covenants, conditions, and terms set forth in this Agreement: |
| A. | Severance Payment. The Company shall pay Employee a lump sum severance payment in the amount of FIFTY THOUSAND and 00/100 DOLLARS ($50,000.00), less all required withholdings and deductions. |
| 1 |
The Company has also agreed to reimburse Employee for an amount equal to four (4) full month(s) of COBRA premiums to continue Employee’s coverage under the Insperity Group Health Plan, should Employee be eligible for and elect COBRA coverage. Please note that it is solely Employee’s responsibility to enroll in COBRA and make the monthly premium payments on a timely basis. If Employee does not timely enroll in and pay for COBRA, Employee will not be eligible to receive COBRA continuation coverage. The COBRA payments should be made payable as outlined in the Insperity COBRA documentation mailed to Employee under separate cover. Employee can submit a request for reimbursement to the Company after each premium payment is made. The Company will reimburse Employee within 20 days of receipt of the request.
| B. | Unemployment. The Company agrees that it will neither intentionally contest nor appeal any award of unemployment benefits to Employee in the state in which Employee was employed. Employee understands, however, that if questioned by the state unemployment commission regarding any unemployment claim Employee may choose to file, Insperity (and the Company, if applicable) must respond truthfully to any such requests for information and provide material facts to the full extent required by law. The unemployment commission, not Insperity or the Company, will decide whether Employee is entitled to benefits. |
| C. | Timing. Employee will not be entitled to the Severance Benefits provided herein until all of the following has occurred: (i) the Termination Date has occurred; and (ii) this Agreement becomes effective as provided in Paragraph 2, above. |
| D. | Processing of Payment. Employee agrees that the Severance Benefits to be paid under this Agreement are due solely from the Company and that Insperity has no obligation to pay the Severance Benefits, even though the Severance Benefits may be processed through Insperity. |
| 5. | Acknowledgments. Employee acknowledges that Employee would not otherwise be entitled to consideration in the full amount set forth above were it not for Employee’s covenants, promises, and releases set forth hereunder. Employee further acknowledges and agrees that Employee has received all wages and other compensation or remuneration of any kind due or owed from the Company, including but not limited to all wages, overtime, or other wage premiums, commissions, expense reimbursements, bonuses, advances, and any other amounts that Employee is owed, if any. Employee also agrees that Employee has been paid what Employee is owed for any vacation pay, sick time, paid time off or paid leave of absence, or in connection with any severance plan or other incentive-based compensation, if eligible. Finally, Employee acknowledges that the Company has provided Employee with all notices, leaves and benefits to which Employee may have been entitled to under any policy or law, including, but not limited to the Family and Medical Leave Act and/or analogous state statutes. |
| 6. | Release of Claims. |
| A. | Release. In consideration for the undertakings and promises of the Company as set forth in this Agreement, Employee on their own individual behalf and on behalf of Employee’s respective predecessors, heirs, successors and assigns, hereby releases and forever discharges the Company, and Insperity and each of the Company and Insperity’s owners, employees, shareholders, officers, directors, agents, attorneys, insurance carriers, parents, subsidiaries, divisions or affiliated organizations or corporations, whether previously or hereafter affiliated in any manner, and the respective predecessors, successors and assigns of all of the foregoing (collectively referred to hereinafter as “Released Parties”), from any and all claims, demands, causes of action, obligations, charges, damages, liabilities, attorneys’ fees, and costs of any nature whatsoever, contingent, or non-contingent, matured or unmatured, liquidated or unliquidated, whether or not known, suspected or claimed, which Employee had, now has, or may claim to have had as of the Effective Date against the Released Parties (whether directly or indirectly) or any of them, by reason of any act or omission whatsoever, concerning any matter, cause or thing, including, without limiting the generality of the foregoing, any claims, demands, causes of action, obligations, charges, damages, liabilities, or attorneys’ fees and costs relating to or arising out of any alleged violation of any contracts, express or implied, any covenant of good faith and fair dealing, express or implied, any tort, any legal restrictions on the Company’s right to terminate employees, or any federal, state, local or other governmental statute, public policy, law, regulation, or ordinance, that pertains to the employment relationship, employee leave entitlements, the recording of hours worked, payment of wages, including minimum and overtime wages, or other remuneration, including but not limited to the following: |
| 2 |
(i) any and all claims relating to or arising from Employee’s employment relationship with the Company and Insperity and the termination of that relationship;
(ii) any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; commission payments; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits; and
(iii) any and all claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Pregnant Workers Fairness Act; the Fair Labor Standards Act, including amendments thereto under the Providing Urgent Maternal Protections for Nursing Mothers Act; the Fair Credit Reporting Act; the Age Discrimination in Employment Act of 1967; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act; the Occupational Safety and Health Act; the National Labor Relations Act; the Family and Medical Leave Act; the Sarbanes-Oxley Act of 2002; the Immigration Reform and Control Act; and any similar state or local statutes, ordinances, regulations or laws; any and all claims for violation of the federal or any state constitution; The Families First Coronavirus Response Act (FFCRA), the Coronavirus Aid, Relief, and Economic Security Act (CARES Act); as amended and expanded by the Taxpayer Certainty and Disaster Tax Relief Act of 2020, the Consolidated Appropriations Act, 2021, and the American Rescue Plan Act of 2021, and related regulations and guidance; any and all claims arising out of any other federal, state, or local laws and regulations relating to employment or employment discrimination, harassment, or retaliation; any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Employee as a result of this Agreement; and any and all claims for attorneys’ fees and costs, to the extent permitted under applicable law.
| B. | Except for the Non-Releasable Claims (as defined in subsection (C) below), Employee understands and agrees that Employee’s Release of Claims applies to all claims, whether known or presently unknown to Employee. Accordingly, Employee agrees and understands that Employee is waiving all rights that Employee may have under any laws that are intended to protect Employee from waiving unknown claims. |
| C. | Non-Releasable Claims. Nothing in this Agreement prevents Employee from filing a claim to enforce the terms of this Agreement. Notwithstanding the foregoing, Employee’s release does not release any claims that Employee cannot lawfully waive, including without limitation claims for unemployment benefits, or workers’ compensation benefits, and Employee represents that to the extent Employee suffered a work-related injury of which Employee was aware in the course of Employee’s employment with the Company, Employee has already reported such injury to the Company. Moreover, Employee’s release does not prohibit Employee from filing a charge with the Equal Employment Opportunity Commission (EEOC), the National Labor Relations Board (NLRB), the Occupational Safety and Health Administration (OSHA) or other government agency (“Government Agency”) or communicating with any Government Agency or otherwise participating in any investigation or proceeding that may be conducted by any Government Agency, as long as Employee does not personally seek reinstatement, damages, remedies, or other relief as to any claim herein released by Employee. This Agreement does not limit Employee’s right to receive an award for information provided to any Government Agency. This release also does not waive rights or claims which may arise after the date of this Agreement is signed, including but not limited to any breach of this Agreement. |
| 7. | Covenant to Return the Company Property. Employee hereby represents and warrants that on or before the Effective Date of this Agreement, Employee will return to the Company all the Company property and documents in Employee possession including, but not limited to: the Company files, notes, records, computer equipment, peripheral and/or communication devices, electronic media containing computer recorded information, tangible property, credit cards, entry cards, pagers, identification badges, keys, and any other items provided to the Employee. |
| 3 |
| 8. | Confidentiality. |
| A. | Employee agrees that to the extent permitted under applicable law, Employee will keep the terms, amount, and fact of this Agreement completely confidential, and that Employee will not hereafter disclose any information concerning this Agreement to anyone; provided, however, that Employee may make such disclosure to Employee’s spouse, domestic partner and to Employee’s professional representatives (e.g., attorneys, accountants, auditors, and tax preparers) all of whom will be informed of and agree to be bound by this confidentiality clause. |
| B. | Nothing in this Agreement prevents Employee from testifying truthfully in response to a lawfully issued subpoena or other government inquiry or from participating, testifying, or assisting in any investigation, hearing, whistleblower proceeding or other proceeding before any federal, state, or local government agency. Nothing in this Agreement prevents or restricts Employee from enforcing Employee’s Section 7 rights under the National Labor Relations Act, participating in Section 7 activity (including the right to communicate with former coworkers and/or third parties about terms and conditions of employment or labor disputes, unrelated to the amount of severance pay under this Agreement) or otherwise cooperating through investigation, testimony, or otherwise with the NLRB or any other administrative agency or court. Nothing in this Agreement prevents Employee from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination, or any other conduct that Employee has reason to believe are unlawful. |
| 9. | No Pending or Future Lawsuits. Employee represents that Employee has no lawsuits, claims or actions pending in Employee’s name, or on behalf of any other person or entity, against the Company or any other person or entity referred to herein. Employee also represents that Employee does not intend to bring any new or different claims on Employee’s own behalf or on behalf of any other person or entity against the Company or any other person or entity referred to herein. |
| 10. | Entire Agreement. This Agreement embodies the entire agreement of all who have executed it and supersedes any and all other agreements, understandings, negotiations, or discussions, either oral or in writing, express or implied, between the parties to this Agreement. Employee acknowledges that no representations, inducements, promises, agreements or warranties, oral or otherwise, have been made by them, or anyone acting on their behalf, which are not embodied in this Agreement; that Employee has not executed this Agreement in reliance on any representation, inducement, promise, agreement, warranty, fact or circumstance, not expressly set forth in this Agreement; and that no representation, inducement, promise, agreement or warranty not contained in this Agreement including, but not limited to, any purported settlements, modifications, waivers or terminations of this Agreement, shall be valid or binding, unless executed in writing by all of the parties to this Agreement. This Agreement may be amended, and any provision herein waived, but only in writing, signed by the party against whom such an amendment or waiver is sought to be enforced. However, this Agreement is not intended to, and does not, relieve Employee of any existing obligations that Employee may have including, but not limited to, maintaining the Company’s Confidential Information in confidence, intellectual property, non-competition, non-solicitation, or to arbitrate employment-related disputes. |
| 11. | Costs and Attorneys’ Fees. In the event of any proceeding to enforce the provisions of this Agreement, the prevailing party will be entitled to an award of costs and reasonable attorneys’ fees incurred in connection with any such dispute, to the extent permitted by law. |
| 12. | No Admission of Wrongdoing. It is understood and agreed by the parties that this Agreement represents a compromise and settlement for various matters and that the promises and payments and consideration of this Agreement shall not be construed as an admission of any liability or obligation by either party to the other party or any other person. |
| 13. | Newly Discovered Facts. Employee acknowledges that Employee may hereafter discover facts different from or in addition to those that Employee now knows or believes to be true when Employee expressly agreed to assume the risk of the possible discovery of additional facts, and Employee agrees that this Agreement will be and remain effective regardless of such additional or different facts. Employee expressly agrees that this Agreement shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown or unsuspected claims, demands, causes of action, governmental, regulatory or enforcement actions, charges, obligations, damages, liabilities, and attorneys’ fees and costs, if any, as well as those relating to any other claims, demands, causes of action, obligations, damages, liabilities, charges, and attorneys’ fees and costs specified herein. |
| 4 |
| 14. | Full and Knowing Waiver. By signing this Agreement, Employee certifies that: |
| A. | Employee has carefully read and fully understands this Agreement; |
| B. | Employee was advised by the Company in writing, via this Agreement, to consult with an attorney before signing this Agreement; |
| C. | Employee understands that Employee is not waiving rights or claims that may arise after the date that this Agreement is executed; and |
| D. | Employee agrees to the terms of this Agreement knowingly, voluntarily and without intimidation. |
| 15. | Knowing and Voluntary. Employee has entered into and executed this Agreement, including the Releases, set forth in Section 6, knowingly and voluntarily and without any duress or undue influence on the part or behalf of the Company. |
| 16. | General Terms and Conditions. |
| A. | Section and Paragraph Headings. The section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. |
| B. | Severable. Should any portion, word, clause, phrase, sentence or paragraph of this Agreement be declared void or unenforceable, such portion shall be considered independent and severable from the remainder, the validity of which shall remain unaffected. This Agreement shall not be construed in favor of one party or against the other. |
| C. | No Waiver. The failure to insist upon compliance with any term, covenant or condition contained in this Agreement shall not be deemed a waiver of that term, covenant or condition, nor shall any waiver or relinquishment of any right or power contained in this Agreement at any one time or more times be deemed a waiver or relinquishment of any right or power at any other time or times. |
| D. | Heirs and Assigns. This Agreement, and all the terms and provisions contained herein, shall bind the heirs, personal representatives, successors and assigns of each party, and inure to the benefit of each party, its agents, directors, officers, employees, servants, successors, and assigns. |
| E. | Terms Surviving Termination of Agreement. Termination of this Agreement will not affect the continuation of any outstanding obligation or liability incurred by either party during the term of this Agreement. The obligation of either party to maintain confidentiality under the terms of this Agreement will continue after the termination hereof. |
| F. | Violation of Terms of the Agreement. Employee and the Company agree that if a judgment in a court of law finds that Employee or the Company has violated the terms of this Agreement, the prevailing party is entitled to reimbursement from the non-prevailing party for any attorneys’ fees, costs, or other damages arising from a breach of the Agreement. Employee agrees that, if any portion of this Agreement is found to be unenforceable, the remainder of the Agreement will remain enforceable. |
| G. | Governing Law. This Agreement shall be interpreted under the laws of the state or commonwealth where Employee worked, both as to interpretation and performance, notwithstanding choice of law principles. |
| 5 |
This Agreement was presented to Employee on 2/2/26 .
IN WITNESS WHEREOF, the Employee has executed this Agreement on the respective date set forth below.
| Dated: | 2/6/2026 | /s/ Michael Mendik | |
| Michael Mendik | |||
| 6 |
APPENDIX A
State Specific Modifications
If Employee primarily resides or works in California Section 6(B) shall include the following paragraphs:
Section 1542 of the Civil Code of the State of California, which provides: “Section 1542. [Certain Claims Not Affected by General Release.] A general release does not extend to claims which the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor or released party.”
Additionally, by executing this Agreement, Employee represents, warrants, and confirms that they are not an aggrieved employee for purposes of acting as a Private Attorney General under the Private Attorneys General Act (“PAGA”), and specifically that they did not suffer any violation that would form the basis for them to pursue a claim under the PAGA. Moreover, Employee disclaims any right to act as a Private Attorney General under the PAGA, and Employee admits, acknowledges, and agrees that they did not timely file an administrative complaint with California’s Labor & Workforce Development Agency (“LWDA”) and therefore cannot, and shall not, pursue claims under the PAGA.]
Additionally, the following paragraph is included:
Representation that No Claims Have Been Filed or Will be Filed, Breach. Employee represents and warrants that no administrative charges, claims, or complaints have been filed, specifically including complaints filed with the California Labor & Workforce Development Agency (“LWDA”), Department of Industrial Relations (“DIR”), Division of Labor Standards Enforcement (“DLSE”), or Civil Rights Department (CRD), and that no complaints, actions, or lawsuits in connection with Employee’s employment with the Company will be filed to initiate any state, federal, or arbitration proceeding. Employee also represents and warrants that no administrative charges, claims, or complaints will be filed with the LWDA and no complaints, actions, or lawsuits will be filed to initiate any state, federal or arbitration proceeding to pursue claims under the PAGA. Employee agrees that any breach of their representations, warranties, and/or obligations pursuant to this Paragraph shall entitle Released Parties (as defined in Section 6(A), above) to recoup the entire Severance Payment. Additionally, Employee agrees that any breach of their representations, warranties, and/or obligations pursuant to this Paragraph shall create actionable causes of action for Released Parties against Employee for claims, including but not limited to: breach of the Agreement; breach of contract; breach of the duty of good faith and fair dealing; fraud; fraudulent inducement; and intentional and negligent misrepresentation. Despite their representations and warranties in this Paragraph, by execution of this Agreement, Employee agrees to dismiss, with prejudice, any claims, charges, or complaints Employee may have filed with any governmental or administrative agency, specifically including but not limited to the LWDA, the DIR, the DLSE, or the CRD, or in any judicial forum against Released Parties. Employee agrees to take all steps reasonably necessary to fulfill this portion of the Agreement.
Additionally, Section 16 shall provide:
Employee was advised by the Company in writing, via this Agreement, that except under changed circumstances, as permitted under applicable law, this offer of severance will not be altered or withdrawn prior to the expiration of the 21-day period described above in Section 3. If Employee elects to sign the Agreement prior to the expiration of the 21-day period described above in Section 3, such election is voluntary.
If Employee primarily resides or works in Colorado Section 8(A) shall include the following paragraph: Nothing in this Agreement is intended to violate C.R.S. § 24-34-407.
| 7 |
If Employee primarily resides or works in Hawaii Section 8(B) shall include the following paragraph: Nothing in this Agreement is intended to violate HRS § 378-2.2.
If Employee primarily resides or works in Illinois Section 8(B) shall include the following paragraphs:
Nothing in this Agreement prevents Employee from making truthful statements or disclosures regarding unlawful employment practices. Representations Pursuant to Illinois Workplace Transparency Act. By signature on this Agreement, Employee acknowledges their understanding that Employee has the right to have an attorney or representative of Employee’s choice review this Agreement before Employee executes it. Employee further acknowledges that the confidentiality provision shall apply only if the Company provides the Employee with separate, bargained-for consideration in addition to the consideration set forth in this Release. Employee further acknowledges that this Agreement does not waive any claims for unlawful discrimination, harassment, or retaliation that are actionable under Article 2 of the Illinois Human Rights Act, Title VII of the Civil Rights Act of 1964, or any other state or federal rule or law that is enforced by the Illinois Department of Human Rights or the EEOC that may accrue after Employee’s execution of this Agreement.
If Employee primarily resides or works in Louisiana Section 6(A) shall include the following paragraph: EMPLOYEE FULLY UNDERSTANDS THAT BY SIGNING THIS AGREEMENT,
EMPLOYEE GIVES UP EMPLOYEE’S RIGHTS TO SUE THE RELEASED PARTIES FOR ANYTHING THAT HAPPENED TO EMPLOYEE PRIOR TO SIGNING THIS AGREEMENT.
If Employee primarily resides or works in Maryland Section 8(B) shall include the following paragraph:
Nothing in this Agreement prevents Employee from discussing or disclosing their own wage information.
If Employee primarily resides or works in Massachusetts Section 6(A)(iii) shall include the following paragraph:
Employee specifically acknowledges, by executing this Agreement, Employee is releasing any and all claims Employee has, or may have, under the Massachusetts Wage Act, Overtime Law, or Wage Payment Laws—including any claim for alleged unpaid wages and/or treble damages, and Employee’s release of such claims is stated in clear and understandable terms, it is plainly worded, and Employee understands Employee
specifically is waiving any rights or claims Employee has, or may have, against the Released Parties under the Massachusetts Wage Act, Overtime Law, “Blue Laws” or Wage Payment Laws.
If Employee primarily resides or works in Minnesota Section 14(E), is added as follows: Employee has been advised by way of this Agreement that Employee has fifteen (15) days
following Employee’s execution of this Agreement to revoke the Agreement. Employee may revoke this Agreement only by giving formal, written notice of Employee’s revocation of this Agreement to Ofelia Black, Insperity HR Specialist, to be received by the close of business on the fifteenth (15th) day following Employee’s execution of this Agreement.
If Employee primarily resides or works in Montana Section 6(B) shall include the following paragraph:
Section 28-1-1602 of Montana Code Annotated, which provides: “A general release does not extend to claims which the creditor does not know or suspect to exist in the creditor’s favor at the time of executing the release, which, if known by the creditor, must have materially affected the creditor’s settlement with the debtor.”
| 8 |
If Employee primarily resides or works in New Jersey Section 6(A)(iii) shall also include:
The New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (the New Jersey Whistleblower Act)
Additionally, Section 8(B) shall include the following paragraph:
This Paragraph is not intended to, nor does it, prevent Employee’s cooperation through investigation, testimony, or otherwise with an administrative agency or court, complying with a lawful subsequent subpoena, or as otherwise required by law. In the event Employee receives such a subpoena or court or administrative order requiring, or which Employee believes requires, the disclosure of such Separation Information or Confidential Information, Employee shall provide Company with written notice of such belief via electronic mail, to (Name) (Email) at least ten (10) days before the required disclosure. Nothing in this Agreement prevents Employee from discussing or disclosing details relating to a claim of discrimination, retaliation, or harassment as set forth in N.J.S.A. § 10:5-12.8(a).
Additionally, Section 14 shall include the following paragraph:
Full and Knowing Waiver and Attorney Review Period. Employee acknowledges that this Agreement is executed voluntarily and without any duress or undue influence. Employee acknowledges that Employee has a right to consult an attorney regarding this Agreement, and that Employee has been provided with a reasonable time period of not less than ten
(10) full business days to do so. Employee further acknowledges that Employee has fully discussed all aspects of this Agreement with an attorney to the extent Employee desires to do so. Employee acknowledges that Employee may sign this Agreement prior to the termination of the ten (10) business day period for reviewing this Agreement, and warrants that any signature prior to the end of the ten (10) business day period is knowing, voluntary, and has not been induced by Company through fraud, misrepresentation, a threat by Company to withdraw or alter the Agreement prior to the expiration of the reasonable time period, or by the Company providing different terms to other employees who sign a similar
severance or separation agreement prior to the expiration of the ten (10) business day time period
If Employee primarily resides or works in North Dakota Section 6(B) shall include the following paragraph:
Section 9-13-02 of the North Dakota Century Code, which provides: “A general release does not extend to claims which the creditor does not know or suspect to exist in the creditor’s favor at the time of executing the release, which if known by the creditor, must have materially affected the creditor’s settlement with the debtor.”
If Employee primarily resides or works in Oregon:
Insperity’s Non-Harassment and Discrimination Policy is attached.
In addition, Section 8(B) shall include the following paragraph:
This provision is not intended to, and does not, preclude Employee from truthfully discussing conduct that constitutes discrimination prohibited by ORS 659A.030, 659A.082, or 659A.112. Communications permitted under this paragraph shall not be subject to, or deemed to be a violation of, the confidentiality covenants in this Agreement, and a party does not need to notify, or secure prior authorization from, any other party with respect to such communications.
| 9 |
If Employee primarily resides or works in South Dakota Section 6(B) shall include the following paragraph:
Section 20-7-11 of the South Dakota Codified Laws, which provides: “A general release does not extend to claims which the creditor does not know or suspect to exist in his [or her] favor at the time of executing the release, which if known by him [or her] must have materially affected his [or her] settlement with the debtor.”
If Employee primarily resides or works in Tennessee Section 6(A) shall include the following paragraph:
BY SIGNING BELOW, EMPLOYEE CONFIRMS THAT IT IS EMPLOYEE’S INTENT TO RELEASE ALL CLAIMS OF EVERY NATURE AND KIND WHETHER KNOWN OR UNKNOWN WHICH EMPLOYEE MAY HAVE AGAINST THE RELEASED PARTIES AS OF THE DATE EMPLOYEE SIGNS THIS AGREEMENT.
If Employee primarily resides or works in Vermont Section 6(C) shall include the following paragraph:
Resolution of Sexual Harassment Claims. This Agreement does not prohibit, prevent, or restrict Employee from:
(a) Filing a sexual harassment complaint with the Vermont Attorney General, a State’s attorney, the Vermont Human Rights Commission, the Equal Employment Opportunity Commission, or any other federal, state, or local agency; or
(b) Testifying, assisting, or participating in an investigation related to a claim of sexual harassment conducted by the Vermont Attorney General, a State’s attorney, the Vermont Human Rights Commission, the Equal
Employment Opportunity Commission, or any other federal, state, or local agency; or
(c) Complying with a valid discovery request relating to civil litigation or testifying in a hearing or trial related to a claim of sexual harassment that is conducted by a court, pursuant to an arbitration agreement, or before another appropriate tribunal; or
(d) Exercising any right Employee may have under federal, state, or local labor relations laws to engage in concerted activities for the purpose of collective bargaining or mutual aid and protection.
Employee does not waive any rights or claims that may arise after the date of execution of this Agreement.
If Employee primarily resides or works in Washington Section 8(B) shall include the following paragraph:
Nothing in this Agreement prevents Employee from discussing or disclosing information about conduct that Employee reasonably believed to be illegal discrimination, harassment, or retaliation, a wage and hour violation, sexual assault, or conduct that is recognized as against a clear mandate of public policy under federal, state, or local law.
| 10 |
If Employee primarily resides or works in West Virginia Section 3 shall include the following paragraph:
Employee hereby acknowledges that Employee is knowingly and voluntarily waiving and releasing any rights Employee may have under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. §621 et seq., and the West Virginia Human Rights Act, and that the consideration given for the waiver and release is in addition to anything of value to which Employee is already entitled. Employee further acknowledges: (i) this waiver and release does not apply to any rights or claims that may arise after the date Employee signs this Agreement; (ii) Employee has the right to and are hereby advised to consult with an attorney of Employee’s choice prior to signing it, and if Employee needs to obtain counsel, Employee can call the West Virginia State Bar Association at the following toll-free number: 1-866-989-8227 ; (iii) Employee has twenty-one (21) days to consider this Agreement (although Employee may choose voluntarily to sign this Agreement sooner); and (iv) Employee has seven (7) days following the date Employee signs this Agreement to revoke this Agreement in writing to Ofelia Black, Insperity HR Specialist. Employee agrees that any modifications, material or otherwise, made to this Agreement, do not restart or affect in any manner the original up to twenty-one (21) day calendar consideration period.
Additionally, Section 6(C) shall include the following paragraph:
(a) Waiver of WVHRA Claims: Employee acknowledges that this Agreement includes a release and waiver of any and all claims of discrimination Employee may have under the West Virginia Human Rights Act (WVHRA). Employee understands that Employee is not releasing any WVHRA claims that arise after Employee signs this Agreement.
| (b) | Consideration for Waiver of WVHRA Claims: The Parties agree that the promises set |
forth in Section 2 are being provided, in part, in exchange for Employee’s knowing and
voluntary release and waiver of all rights and claims Employee has or may have arising under the WVHRA.
(c) Consideration Period: Employee acknowledges that the Company has advised Employee, in writing, to consult with an attorney prior to executing this Agreement, and that the Company provided Employee with at least twenty-one (21) days to review and consider this Agreement before executing it. Employee agrees that, if Employee executes this Agreement prior to the end of the twenty-one (21) day period, such early execution was a knowing and voluntary waiver of Employee’s right to consider this Agreement for at least twenty-one (21) days. Employee may contact the West Virginia State Bar Association toll free at 1-866-989-8227.
Additionally, Section 8(B) shall include the following paragraph:
Nothing in this Agreement prevents Employee from communicating with (i) the Human Rights Commission and/or (ii) similarly situated employees.
Additionally, Section 14 shall include the following paragraph:
Right to Revoke: Employee and the Company agree that, for a period of seven (7) calendar days following the execution of this Agreement, Employee may revoke this Agreement. If Employee wishes to revoke, Employee must do so by confirmed delivery of written notice of revocation to Ofelia Black, Insperity HR Specialist, at 11455 El Camino Real, Suite 100, San Diego, CA 92130, no later than the seventh (7th) day following Employee’s execution of this Agreement. Delivery by email or by personal delivery or recognized overnight courier, in either case signature required, will be effective delivery and will be deemed received upon actual receipt. Employee and the Company acknowledge and agree that this Agreement is neither effective nor enforceable and neither Employee nor the Company are obligated to perform the promises contained herein in the event that this Agreement is revoked as provided above or until expiration of the seven (7) day Revocation Period.
| 11 |
Exhibit 10.14
CONSULTING SERVICES AGREEMENT
THIS CONSULTING SERVICES AGREEMENT (this “Agreement”) is made and entered into effective as of May 12, 2026 (“Effective Date”), by and between NeoVolta, Inc., a Nevada corporation (“Company”), and Infinite Grid Capital, LP, a Delaware limited partnership (“Consultant”) (“Consultant” and “Company” are sometimes collectively referred to hereinafter as “Parties” and individually as a “Party”), with reference to the following:
R E C I T A L S:
| A. | Company desires to engage the services of Consultant to perform the duties more particularly described on Exhibit A (the “Services”). |
| B. | Prior to the date hereof, Consultant has provided certain strategic, advisory and other services to Company and its affiliates in connection with the formation and development of the Project as set forth in greater detail on Exhibit A (the “Pre-Signing Services”), and the Parties desire to compensate Consultant for such Pre-Signing Services as set forth herein. |
| C. | Consultant desires to accept such engagement, all upon the terms and conditions set forth herein. |
NOW, THEREFORE, in consideration of the foregoing recitals and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Company and Consultant agree as follows:
| 1. | Services |
(a) Services. Company hereby retains Consultant to perform the Services, and Consultant hereby agrees to perform the Services, in each case, on the terms and conditions set forth in this Agreement.
| 2. | Fees and Expenses. |
(a) Fees. Company shall pay Consultant the fees set forth on Exhibit B (“Fees”) for Services performed.
(b) Invoicing and Payment. Consultant shall invoice Company quarterly in arrears, unless otherwise specified in Exhibit B , and upon completion of Services as applicable. Unless otherwise provided, undisputed amounts are due within thirty (30) days after receipt of any invoice.
(c) Taxes and Withholding. Company and Consultant, as an independent contractor, agree that Company will not withhold or pay on behalf of Consultant any amounts for taxes, unemployment insurance, workers’ compensation insurance or similar obligations.
| 3. | Term and Termination. |
(a) Term. This Agreement shall commence on the Effective Date and continue until completion of the Services, unless earlier terminated by either Party upon forty-five (45) days’ prior written notice or as provided below (the “Term”).
(b) Termination. Either Party may terminate this Agreement for material breach by the other Party upon written notice describing the breach in reasonable detail. The breaching Party shall have thirty (30) days after receipt of such notice to cure the breach (or, if not reasonably capable of cure within such period, to commence cure and diligently pursue completion). If not cured within such period, this Agreement may be terminated by further written notice. This Agreement shall also terminate immediately upon the dissolution or winding up of Consultant.
| 1 |
(c) Effect of Termination. Upon termination for any reason, Company shall pay Consultant all Fees earned through the effective date of termination, including Fees for Services performed but not yet invoiced, and all non-cancellable commitments incurred in connection with the Services. Such amounts shall be payable within ten (10) days after receipt of a final invoice.
(d) Survival. Sections 5 through 10, Exhibit B and Exhibit C shall survive any termination.
| 4. | Representations and Warranties. |
Each of Consultant and Company, as applicable (a “Representing Party”), hereby represents and warrant to the other Party as follows:
(a) Authority. Such Representing Party is duly organized, validly existing and in good standing under applicable law and has the requisite power and authority to execute and perform this Agreement.
(b) Binding Obligation. This Agreement has been duly executed and delivered by such Representing Party and constitutes its valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and general principles of equity.
(c) No Conflicts. The execution, delivery and performance of this Agreement by such Representing Party do not and will not violate the terms of any existing agreement or understanding to which such Representing Party is or becomes a party, or by which such Representing Party is or becomes bound, or any judgment, order or decree to which such Representing Party is subject.
(d) No Required Consents. Execution and performance do not require third-party consents, except those already obtained.
(e) Compliance with Laws. Each Representing Party will comply with all applicable laws in performing its obligations hereunder.
| 5. | Independent Status. |
(a) Independent Contractor. Consultant shall act solely as an independent contractor and shall have complete charge of any Consultant Related Parties (as defined below) engaged in the performance of the Services. As an independent contractor, Consultant shall have authority only to act as an advisor to Company and shall have no authority to enter into any agreement or to make any representation, commitment or warranty binding upon Company or to obtain or incur any right, obligation or liability on behalf of Company.
(b) No Fiduciary Duties. The Parties expressly understand and agree that this Agreement does not create any partnership, agency, joint venture or similar relationship between Company and Consultant or any Consultant Related Party. Neither Consultant nor any Consultant Related Party owes any duty, including any fiduciary duty, to act in the best interests of Company or its subsidiaries, and Company waives any claim to the contrary to the fullest extent permitted by law.
(c) Corporate Opportunities. Company acknowledges that Consultant and the Consultant Related Parties have, and will continue to have, interests in and obligations to other businesses and investment vehicles, including entities that may compete with Company or pursue similar opportunities. Accordingly, except as otherwise agreed in writing:
(i) nothing in this Agreement restricts the activities of Consultant or any Consultant Related Party in any capacity, including as an investor, equity holder, director, officer, lender or otherwise;
| 2 |
(ii) Consultant and the Consultant Related Parties may engage in any business, including competitive businesses; and
(iii) Consultant and the Consultant Related Parties shall have no duty (contractual or otherwise) to present corporate opportunities to Company or its affiliates or to refrain from pursuing such opportunities for themselves or others.
Company, on behalf of itself and its affiliates, irrevocably waives and renounces any claim that such activities constitute a breach of duty or give rise to liability.
| 6. | Liability and Indemnification. |
(a) Non-Reliance. Consultant and the Consultant Related Parties provide the Services solely to Company, and any advice is for the internal use of Company and its subsidiaries. Company retains sole responsibility for all decisions relating to the Services. Consultant makes no representation or warranty, express or implied, with respect to the Services, and no third party may rely upon them.
(b) Limitation of Liability. Neither Consultant nor any of its current or former partners, members, stockholders, affiliates, investment funds, officers, directors, employees, controlling persons, agents or representatives (collectively, the “Consultant Related Parties”) shall be liable for any decision of Company or for any damages arising out of or relating to this Agreement or the Services, whether in contract, tort or otherwise, except to the extent resulting from gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. In no event shall the aggregate liability of Consultant and the Consultant Related Parties exceed the Fees paid to Consultant for the Services giving rise to the claim.
| 7. | Information and Confidentiality. |
(a) Accuracy of Information. Company shall provide such information, materials and data as Consultant reasonably deems necessary to perform the Services. Company represents that, to its knowledge, all such information is accurate and complete in all material respects, does not omit any material fact necessary to make such information not misleading, and may be provided and used by Consultant as contemplated by this Agreement without infringing any third-party rights. Consultant may rely on such information and publicly available information without independent verification and assumes no responsibility for its accuracy or completeness.
(b) Confidentiality. Consultant shall use non-public information provided by or on behalf of Company solely in connection with the Services and shall maintain its confidentiality, except that such information may be disclosed (i) as permitted by this Agreement, (ii) to Consultant’s subcontractors, administrative or support providers, and legal or other professional advisors (who shall be bound by similar confidentiality obligations), (iii) in connection with litigation or any actual or threatened fee dispute relating to this engagement, or (iv) as required by law, regulation or governmental inquiry. Consultant shall have no confidentiality obligation with respect to information that (A) is or becomes publicly available other than through Consultant’s or any Consultant Related Parties’ breach, (B) is received from a third party not known to be subject to a confidentiality obligation to Company, (C) was already known to Consultant, or (D) is independently developed by Consultant. The obligations of this Section 7(b) shall survive for five (5) years following expiration or termination of the Term.
(c) Document Retention. Company agrees that Consultant shall be permitted to retain copies of all or a portion of any non-public information provided to Consultant by or on behalf of Company, subject to the confidentiality obligation hereof, to the extent required by law, rule, regulation or in connection with Consultant’s standard document retention policies.
| 3 |
| 8. | Notices. |
Any written notice of any kind which either Party may desire or be required to serve on the other in connection with this Agreement shall be served (i) by personal delivery (including by overnight courier service), (ii) by registered mail, return receipt requested, to the address set forth below, or (iii) by email transmission followed by deposit in the regular first class mail, fully prepaid, to the address set forth below. Service by personal delivery shall be deemed given when received; service by registered mail, return receipt requested shall be deemed given as of the date specified in the return receipt and service by e-mail transmission shall be deemed given as of the date the applicable e-mail is sent. Addresses for notices shall be as follows:
| Consultant: | Infinite Grid Capital, LP [***] Email: [***] | |
| Company: | NeoVolta, Inc. 12195 Dearborn Place Poway, CA 92064 Attn: Ardes Johnson, Chief Executive Officer Email: ajohnson@neovolta.com | |
Either Party may from time to time by notice in writing served on the other as aforesaid, designate a different address where all notices are thereafter to be sent. Refusal to accept service or inability to serve any notice as herein provided shall be deemed to be service as of the date of such refusal or inability to serve.
| 9. | Governing Law; Jurisdiction; Waiver of Jury Trial. |
(a) Governing Law. This Agreement shall be governed by, construed and enforced in accordance with the laws of Nevada.
(b) Jurisdiction. The parties agree to the exclusive forum of the state and federal courts located in Clark County, Nevada with regard to any dispute regarding this Agreement, Consultant’s performance or failure to perform the Services hereunder, or any other matter.
(c) WAIVER OF JURY TRIAL. EACH PARTY KNOWINGLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.
| 10. | Miscellaneous. |
(a) Assignment. This Agreement shall inure to the benefit of, and shall be binding upon, Consultant and Company and their respective permitted successors and assigns. Neither Party may assign this Agreement to another person without the prior written consent of the other Party; provided, however, that Consultant may assign this Agreement, in whole or in part , without the consent of Company, to any of its affiliates engaged in the business of providing services similar to the Services. Any purported assignment in violation of this Section shall be null and void.
(b) Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way, and, if legally permitted, such offending provision will be replaced with an enforceable provision that as nearly as possible effects the Parties’ intent. If any provision of this Agreement is so broad as to be unenforceable, that provision shall be interpreted to be only so broad as is enforceable.
| 4 |
(c) Entire Agreement This Agreement sets forth the entire understanding of the Parties hereto with respect to the subject matter hereof and supersedes any and all prior agreements, arrangements or understandings, whether written or oral, with respect to the subject matter hereof.
(d) Amendment; Waiver. No modification, amendment, supplement to or waiver of this Agreement shall be binding upon the Parties unless made in writing and duly signed by both Parties. A failure of either Party to exercise any right provided for herein, shall not be deemed to be a waiver of any right hereunder.
(e) Headings. Captions of the sections or paragraphs in this Agreement are for convenience and reference only, and shall not be held to explain, modify or aid in the interpretation, construction or meaning of the provisions of this Agreement.
(f) Interpretation. Whenever the term “including” is used in this Agreement, it shall be deemed to mean “including, without limitation.”
(g) Counterparts; Electronic Transmission. This Agreement may be executed by the Parties in several counterparts, each of which shall be deemed to be an original document and all of which together shall be deemed to be one and the same instrument, and none of the Parties need execute the same counterpart. This Agreement shall be effective upon delivery of original signature pages, facsimile copies or electronic copies via e-mail executed by each of the Parties.
(h) Company Cooperation. Company will provide timely access to information, personnel and third-party contacts reasonably requested by Consultant and will designate a primary point of contact authorized to make decisions and coordinate responses. Company acknowledges that the effectiveness of the Services depends on Company’s cooperation and, in certain cases, cooperation or determinations made by governmental authorities and/or other third parties outside Consultant’s control.
(i) No Third-Party Beneficiaries. Except as expressly set forth herein, nothing herein shall create or establish any third party beneficiary hereto nor confer upon any person not a party to this Agreement any rights or remedies of any nature or kind whatsoever under or by reason of this Agreement. Notwithstanding the foregoing, each of the Consultant Related Parties is hereby made an express third party beneficiary to the benefits of this Agreement and may enforce any and all rights of Consultant hereunder.
[Remainder of Page Intentionally Left Blank]
| 5 |
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first set forth above.
COMPANY:
NEOVOLTA, INC.
By: /s/ Ardes Johnson
Name: Ardes Johnson
Title: Chief Executive Officer
CONSULTANT:
INFINITE GRID CAPITAL, LP
By: Infinite Grid Capital, LLC
its general partner
By: /s/ [***]
Name: [***]
Title: Authorized Signatory
[Consulting Agreement – Offtake]
| 6 |
Exhibit A
DESCRIPTION OF Services
1.Background and Purpose.
Company has established a strategic joint venture with respect to the joint ownership and operation of a United States domestic battery energy storage manufacturing facility, which is currently being undertaken through NeoVolta Power, LLC, a Delaware limited liability company (the “Joint Venture”). Company, directly or through the Joint Venture and/or its affiliates, intends to develop, construct and operate smart battery factory and energy storage facilities (collectively, the “Project”). In connection therewith, Company desires to engage Consultant to originate and secure long-term offtake agreements for the purchase of energy, capacity and/or related products or services produced by or associated with the Project. Company desires to compensate Consultant on a success-fee basis as set forth herein.
2.Scope of Services.
| (a) | General. Consultant has provided the Pre-Signing Services and shall provide the Offtake Services to Company, as described in greater detail below (collectively, the “Services”). |
| (b) | Pre-Signing Services. The Pre-Signing Services include the following services previously performed in connection with the negotiation and establishment of the Joint Venture: |
| (i) | Joint Venture Structure, Governance. Advised and facilitated negotiations with respect to the organizational structure, capitalization, ownership allocation and governance framework for the Joint Venture; coordinated among Company and Joint Venture counterparties regarding drafting and negotiation of the operating agreement and related formation documents. |
| (ii) | Supply Chain Partner Coordination. Facilitated introductions, communication and commercial negotiations between Company and international supply chain partners; assisted with the preliminary evaluation of prospective counterparties and initial structuring of potential commercial relationships and supply agreements. |
| (iii) | Market Positioning. Assisted in the development of a strategic messaging framework for Company’s transition into the renewable energy and battery energy storage manufacturing sector, including competitive differentiation, investor communications strategy and public disclosures; assisted in the preparation of investor presentations, press releases and shareholder communications relating to the Joint Venture and the Project; and advised on stakeholder engagement with prospective strategic partners, customers and governmental authorities. |
| (c) | Offtake Services. Consultant shall provide the following offtake origination and related advisory services to Company in connection with the Project, as and to the extent reasonably requested by Company (the “Offtake Services”): |
| (i) | Counterparty Identification and Outreach. Identifying and evaluating potential offtake counterparties, including utilities, municipalities, commercial and industrial customers, community choice aggregators, cooperatives and other creditworthy purchasers of energy, capacity, renewable energy credits, ancillary services and/or related products or services. |
| (ii) | Offtake Structuring. Advising on the structuring of offtake arrangements, including pricing mechanisms, contract tenor, volume commitments, delivery terms, credit support, curtailment provisions, escalation mechanics and other commercial terms. |
| A-1 |
| (iii) | Negotiation Support. Assisting Company and/or the Project and its or their counsel in the negotiation of term sheets, letters of intent and definitive offtake agreements with prospective counterparties, including coordinating with Company’s and/or the Project’s legal, technical and financial advisors. |
| (d) | Excluded Activities. The Services shall not include: (i) any activity constituting the business of a broker, dealer or finder, including soliciting investors or purchasers of securities, negotiating the terms of any securities offering or sale, or handling customer funds or securities; (ii) the rendering of legal advice; (iii) the rendering of tax advice or the preparation of tax returns; or (iv) the rendering of any audit, accounting or attestation services. |
3.Company Obligations
In addition to Company’s obligations under Section 10(h) of the Agreement, Company shall: (a) designate a primary point of contact with authority to coordinate offtake strategy and provide timely decisions; (b) provide Consultant with reasonable access to Project-related information, including technical specifications, capacity projections, pricing models and interconnection data, as reasonably necessary for Consultant to perform the Services; (c) promptly introduce Consultant to relevant Project stakeholders, technical advisors and legal counsel; and (d) inform Consultant of material developments relating to the Project’s offtake strategy in a timely manner.
| A-2 |
Exhibit B
FEES FOR SERVICES
Company shall pay Consultant (or its designee, as applicable) the following fees (the “Fees”) for Services provided pursuant to the Agreement.
1.Signing Fee.
In consideration of the Pre-Signing Services, the Offtake Services and the entry into the Agreement, Company shall pay Consultant (or its designee) 500,000 shares of Common Stock (as defined in Exhibit C) (the “Signing Fee”) within five (5) business days following the Effective Date. All issuances shall comply with applicable securities laws.
2.Offtake Fee.
Subject to the terms of this Agreement, in consideration of the Offtake Services, Company shall pay Consultant (or its designee) a success fee (the “Offtake Fee”) for each Offtake Agreement that is attributable to Consultant in accordance with Paragraph 4, calculated as follows:
| • | 5.0% of Project Equipment Revenue for projects with contracted capacity of less than 100 MWh; |
| • | 4.0% of Project Equipment Revenue for projects with contracted capacity of equal to or greater than 100 MWh and less than 250 MWh; and |
| • | 3.0% of Project Equipment Revenue for projects with contracted capacity of equal to or greater than 250 MWh; |
Notwithstanding anything to the contrary, the maximum Offtake Fee payable with respect to any single Offtake Agreement shall not exceed $3,000,000.
Multiple Offtake Agreements entered into with respect to the same counterparty, or as part of a single project, shall be aggregated and treated as a single Offtake Agreement for purposes of determining applicable capacity thresholds and fee percentages.
| (a) | Acknowledgement. The Parties hereby acknowledge and agree that Offtake Agreements may be entered into with a third-party counterparty, or alternatively with Consultant or any affiliate thereof, and that each shall be eligible to count toward the applicable offtake milestone; provided, however, that if the offtaker is Consultant or an affiliate of Consultant, such Offtake Agreement shall be on arm’s length commercial terms. |
| (b) | Election of Stock or Cash. Each Offtake Fee shall be payable in either: (i) cash; (ii) shares of Common Stock (or Prefunded Warrants (as set forth in Exhibit C)) (the “Offtake Shares”); or (iii) a combination of Offtake Shares and cash. Company and Consultant shall mutually agree the form of payment within five (5) business days following delivery of the applicable Offtake Agreement. |
| (c) | Payment of Cash. If Company and Consultant mutually agree to elect payment in cash (in whole or in part), Company shall pay the applicable portion of the Offtake Fee to Consultant (or its designee) by wire transfer of immediately available funds within ten (10) business days following Consultant’s delivery to Company of the fully executed Offtake Agreement. |
| (d) | Issuance of Offtake Shares. If Company and Consultant mutually agree to elect payment in Offtake Shares (in whole or in part), the number of Offtake Shares issuable shall be determined by dividing the applicable portion of the Offtake Fee by the Minimum Price as of the applicable Determination Date. Company shall issue the Offtake Shares to Consultant (or its designee) promptly, and in no event later than five (5) business days, following Consultant’s delivery to Company of the fully executed Offtake Agreement. |
| B-1 |
3.Certain Definitions.
| (a) | “Offtake Agreement” means each fully executed definitive agreement (including any power purchase agreement, energy storage services agreement, tolling agreement, capacity sale agreement or similar contract) for the purchase of energy, capacity and/or related products or services produced by or associated with the Project, entered into between Company (or a Project entity) and any counterparty. |
| (b) | “Project Equipment Revenue” means the total gross revenue received by Company under the applicable Offtake Agreement solely for the sale and delivery of energy storage equipment and associated hardware supplied by Company. Project Equipment Revenue expressly excludes: |
| (i) | financing proceeds or financing-related payments; |
| (ii) | tax credits, incentives, or rebates (including ITC, 45X, or similar); |
| (iii) | development fees, origination fees, or structuring fees; |
| (iv) | EPC services, installation services, or construction revenues not performed directly by Company; |
| (v) | operations and maintenance (O&M) or service revenues; |
| (vi) | software, platform, or energy management service revenues; and |
| (vii) | pass-through costs, reimbursements, or third-party equipment not manufactured or supplied by Company. |
| (c) | “Minimum Price” means the “Minimum Price” calculated in accordance with the applicable rules of The Nasdaq Stock Market, including Nasdaq Listing Rule 5635(d) (or any successor rule), as of the applicable Election Date (as defined in Exhibit B). For purposes hereof, the “Determination Date” shall be the later of (i) the day on which any fully executed Offtake Agreement is delivered to Company pursuant to this Agreement and (2) the date on which Company and Consultant mutually agree that any particular Offtake Fee shall be paid in stock. |
4.Attribution and Fee Eligibility
Consultant shall only be entitled to an Offtake Fee where Consultant demonstrates direct and material causal contribution to the execution of the applicable Offtake Agreement. To qualify, Consultant must satisfy any one or more of the following:
| (a) | Introduction. Consultant must have first introduced the project opportunity to Company or have played a documented and primary role in reactivating a dormant opportunity. |
| (b) | Active Involvement. Consultant must have been substantively and continuously involved in the commercial process, including participation in meetings, negotiations, structuring, or diligence. |
Consultant shall not be entitled to any Offtake Fee for any introduction, where a project opportunity originated through Company’s internal efforts or third parties not introduced by Consultant, or for active involvement, where Consultant’s involvement was passive, incidental, or purely administrative.
Upon request, Consultant shall deliver to Company a written list of the counterparties and project opportunities with respect to which Consultant either (i) made an introduction or (ii) was actively involved (an “Attribution List”).
| B-2 |
5.Tail Period Fee.
Consultant shall be entitled to an Offtake Fee following termination or expiration of this Agreement (“Tail Period Fee”), solely with respect to Offtake Agreements that:
| (a) | are executed within ninety (90) days following such termination or expiration; and |
| (b) | are entered into with counterparties that were: |
| (i) | first introduced to Company by Consultant during the Term, and |
| (ii) | identified on a written list delivered by Consultant to Company prior to the effective date of termination or expiration (as notified by Company to Consultant in writing in advance) (the “Tail List”). |
Consultant shall have no entitlement to any Offtake Fee unless the applicable counterparty is included on the Tail List.
6.Effect of Termination.
For the avoidance of doubt, termination of the Agreement shall not affect any rights or obligations that have accrued prior to the effective date of termination, including the obligation to issue or pay any Offtake Fee with respect to any Offtake Agreement delivered to Company prior to the effective date of such termination or any Tail Period Fee.
| B-3 |
Exhibit C
Default Equity Terms
In the event Company shall pay Consultant (or its designee, as applicable), in lieu of cash Fees, any equity securities, including shares of its common stock, par value $0.0001 per share (the “Common Stock”), Prefunded Warrants (as defined below) or other equity securities of Company (collectively, “Fee Shares”), the following terms and conditions shall apply.
1.Form of Issuance.
| (a) | Notwithstanding anything to the contrary in this Exhibit C, to the extent that the issuance of any shares of Common Stock otherwise issuable hereunder would cause Consultant to beneficially own in excess of 4.9% of the outstanding shares of Common Stock, as determined in accordance with Regulation 13D-G under the Securities Exchange Act of 1934, as amended, such excess shares shall instead be issued in the form of prefunded warrants to purchase an equivalent number of shares of Common Stock (each, a “Prefunded Warrant”); provided that Consultant may elect to receive shares of Common Stock in lieu of Prefunded Warrants by delivering written notice to Company not less than sixty-one (61) days prior to the applicable issuance date. |
| (b) | The Prefunded Warrants shall be issued on customary terms for similar instruments, including that: (i) each Prefunded Warrant shall be exercisable immediately upon issuance and shall remain exercisable until exercised in full; (ii) each Prefunded Warrant shall have an exercise price of $0.001 per share; (iii) each Prefunded Warrant shall contain cashless exercise provisions permitting the holder to exercise on a net share settlement basis; and (iv) each Prefunded Warrant shall contain a beneficial ownership limitation on customary terms, with a 9.9% limitation threshold subject to modification as provided therein. |
| (c) | If the issuance of any Fee Shares in the form of Common Stock or Prefunded Warrants would not be permissible due to legal, stock exchange, or other limitations, the Parties shall cooperate in good faith to issue an alternative equity instrument or cash that preserves the economics thereof. |
2.Registration Rights.
| (a) | Whenever Company files any registration statement under the Securities Act of 1933, as amended, whether for Company’s own account or for the account of any other securityholder, Company shall include in such registration statement, for resale on similar terms, all shares of Common Stock and other equity securities held by Consultant or its affiliates that are not then registered for resale, to the extent permitted by applicable law and the rules of the applicable stock exchange. |
| (b) | Company shall use its commercially reasonable efforts to keep any registration statement relating to any Fee Shares continuously effective and in compliance with applicable rules of the U.S. Securities and Exchange Commission (the “SEC”) (including Rule 415 under the Securities Act) until the earlier of (i) such time as all of such Fee Shares have been sold pursuant to such registration statement, or (ii) such time as all of such Fee Shares may be sold without restriction pursuant to Rule 144 under the Securities Act. |
| (c) | In addition to the foregoing, Company shall prepare and file with the SEC a registration statement on Form S-1 or Form S-3 (as determined by Company) covering the resale of any Fee Shares representing the Signing Fee (the “Initial Registration Statement”), and shall cause such Initial Registration Statement to be declared effective by no later than June 30, 2026. |
| C-1 |
| (d) | If Company fails to cause the Initial Registration Statement to be declared effective by June 30, 2026, for any reason other than a delay caused by the SEC’s review process or by Consultant’s failure to provide required information, Company shall pay to Consultant liquidated damages in cash in an amount equal to one percent (1%) of the aggregate Minimum Price for such Fee Shares as of the Effective Date, for each thirty (30) day period (or portion thereof) during which such failure continues, up to a maximum of six percent (6%) in the aggregate. Such liquidated damages shall be Consultant’s sole and exclusive remedy for such failure. |
3.Cooperation; Adjustment.
| (a) | Company shall use commercially reasonable efforts to obtain any required corporate approvals for issuance of the Fee Shares contemplated by this Exhibit C and to maintain sufficient authorized and unissued shares of Common Stock (or other equity award capacity) to satisfy its obligations hereunder. |
| (b) | Company shall reasonably cooperate with Consultant and the transfer agent (or plan administrator) in effectuating the issuance of Fee Shares, including providing customary board/committee consents, legal opinions (if customarily required), and instructions to the transfer agent as reasonably necessary. |
| (c) | The Fee Shares shall be equitably adjusted for any stock split, stock dividend, combination, recapitalization, reclassification or similar transaction affecting the Common Stock. |
| C-2 |
Exhibit 10.15
Letter Agreement
May 12, 2026
For good and valuable consideration, the receipt of which is hereby acknowledged, Infinite Grid Capital, LP, a Delaware limited partnership (together with its affiliates, the “Investor”) and NeoVolta, Inc., a Nevada corporation (the “Company”) hereby agree as set forth in this letter agreement (this “Letter Agreement”).
The parties hereto agree as follows:
| 1. | Preemption Rights. During the period ending December 31, 2027, the Investor shall have a preemptive right to participate in any financing by the Company, the proceeds of which are intended to fund any capital contribution to NeoVolta Power, LLC (including any successors or affiliates that are engaged in the business of owning and operating a domestic battery energy storage manufacturing facility jointly with Can Current Corporation, the “Joint Venture”), on the same terms and conditions as such financing is offered to other investors, with such modifications as are reasonably requested by Investor to provide for (i) the issuance of prefunded warrants, upon customary terms (including beneficial ownership limitations), to Investor in lieu of shares of common stock of the Company and (ii) registration rights (in the case of any private offering) upon terms substantially consistent with those set forth in Paragraph 2 hereof. The Company shall provide the Investor with written notice of any such proposed financing and a reasonable opportunity (not less than ten (10) business days) to elect to participate. For the avoidance of doubt, the provisions of this section shall not apply to the following: (i) the Company utilizing its “at-the-market” facility to raise capital to fund its ongoing corporate obligations, excluding those relating to the Joint Venture, in an amount not to exceed $1,000,000 per quarter; or (ii) the Company’s raising financing to fund any future acquisitions or strategic transactions, excluding those relating to the Joint Venture (such as, for the avoidance of doubt, the Asset Purchase Agreement, dated as of April 15, 2026, between Can Current Corporation and the Joint Venture). |
| 2. | Registration Rights. The Company shall prepare and file with the U.S. Securities and Exchange Commission (the “SEC”) a Registration Statement (“Registration Statement”) on Form S-1 or Form S-3 (as determined by the Company) covering the resale of the common stock acquired pursuant to the Subscription Agreement dated November 13, 2025 (the “Subscription Agreement”) between the Investor and the Company (the “Securities”), and shall cause such Registration Statement to be declared effective by no later than June 30, 2026. The Company shall use its commercially reasonable efforts to keep such Registration Statement continuously effective and in compliance with applicable SEC rules (including Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”)) until the earlier of (i) such time as all of the Securities have been sold pursuant to the Registration Statement, or (ii) such time as all of the Securities may be sold without restriction pursuant to Rule 144 under the Securities Act. If the Company fails to cause the Registration Statement to be declared effective by such date for any reason other than a delay caused by the SEC's review process or by the Investor's failure to provide required information, the Company shall pay to the Investor liquidated damages in cash in an amount equal to one percent (1%) of the aggregate purchase price of the Securities for each thirty (30) day period (or portion thereof) during which such failure continues, up to a maximum of six percent (6%) in the aggregate. Such liquidated damages shall be the Investor's sole and exclusive remedy for such failure. |
| 3. | Observation Rights. From and after the date hereof, the Investor will have the right, by providing written notice to the Company, to opt into the board observation privileges set forth in the following sentence. Following the date of any such notice, the Company will invite a representative of the Investor to attend all board and committee meetings as a non-voting observer, and shall provide such representative with the same notice of meetings and access to materials provided to the directors; provided, that such representative shall execute a written confidentiality agreement in a form reasonably acceptable to the Company and shall agree to hold in confidence all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting would be reasonably likely to adversely affect the attorney-client privilege between the Company and its counsel, result in disclosure of trade secrets or highly confidential information, or create a competitive harm or competitive disadvantage. Neither the Investor nor its representative shall have any fiduciary duties to the Company or its stockholders, nor shall the Investor or such representative incur any liability by reason of exercising or failing to exercise its rights pursuant to this Section. |
| 1 |
| 4. | Corporate Opportunities. The Company acknowledges that the Investor and its affiliates may engage or invest in other businesses, including those that may be competitive with or similar to the Company’s business, and that such involvement may give rise to actual or potential conflicts of interest. The Company agrees that the Investor shall have no duty to refrain from engaging in such activities, shall have no obligation to present business opportunities to the Company, and shall not be liable to the Company or its affiliates for any such activities or for any actual or potential conflicts arising therefrom; provided, that the foregoing shall not relieve the Investor from liability for the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Letter Agreement. For the avoidance of doubt, Investor is not, and will not be, restricted by any agreements limiting its ability to pursue other opportunities or requiring it to waive claims against the Company, except in its capacity as a shareholder of the Company. |
| 5. | Termination. This Letter Agreement shall terminate and will be of no further force or effect at such time as the Investor holds less than 250,000 shares purchased pursuant to the Subscription Agreement. |
| 6. | Miscellaneous. This Letter Agreement shall be governed by, and construed in accordance with, the laws of the State of California, regardless of the laws that might otherwise govern under applicable principles of conflicts of law. If any provision of this Letter Agreement shall be declared void or unenforceable by any judicial or administrative authority, the validity of any other provision and of the entire letter shall not be affected thereby. This Letter Agreement constitutes the full and entire understanding and agreement among the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly superseded. This Letter Agreement may be executed in one or more counterparts, each of which will be deemed an original but all of which together shall constitute one and the same instrument. Facsimile or electronic execution and delivery of this Letter Agreement shall be legal, valid and binding execution and delivery for all purposes. |
| 7. | Amendment and Waiver. This Letter Agreement may not be amended or modified without the written consent of the Company and Investor, nor shall any waiver be effective against any party unless in writing and executed by such party; provided that the Investor may transfer or assign its rights pursuant to this Letter Agreement to any of its affiliates that acquire shares of the capital stock of the Company. |
(signature page follows)
| 2 |
In witness whereof, the parties have caused this Letter Agreement to be duly executed and delivered as of the date first written above.
| Very truly yours,
NEOVOLTA INC.
By: /s/ Steve Bond Name: Steve Bond Title: Chief Financial Officer
Acknowledged and agreed:
INFINITE GRID CAPITAL, LP on behalf of its affiliated investment funds
By:/s/ [***] Name: [***] Title: General Partner | |
(Signature Page to Letter Agreement)
| 3 |
Exhibit 31.1
CERTIFICATION
I, H. Ardes Johnson, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of NeoVolta, Inc. (the “registrant”); |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: May 14, 2026
/s/ H. Ardes Johnson
H. Ardes Johnson
Chief Executive Officer
(Principal Executive Officer)
Exhibit 31.2
CERTIFICATION
I, Steve Bond, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of NeoVolta, Inc. (the “registrant”); |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: May 14, 2026
/s/ Steve Bond
Steve Bond
Chief Financial Officer
(Principal Financial/Accounting Officer)
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of NeoVolta, Inc. (the “registrant”) on Form 10-Q for the quarter ended March 31, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, H. Ardes Johnson, Chief Executive Officer of the registrant, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of this Sarbanes Oxley Act of 2002, that, to my knowledge:
| (1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant at the dates and for the periods indicated. |
/s/ H. Ardes Johnson
H. Ardes Johnson
Chief Executive Officer
(Principal Executive Officer)
May 14, 2026
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of NeoVolta, Inc. (the “registrant”) on Form 10-Q for the quarter ended March 31, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Steve Bond, Chief Financial Officer of the registrant, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of this Sarbanes Oxley Act of 2002, that, to my knowledge:
| (1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant at the dates and for the periods indicated. |
/s/Steve Bond
Steve Bond
Chief Financial Officer
(Principal Financial/Accounting Officer)
May 14, 2026