NeoVolta(NEOV) - 2026 Q2 - Quarterly Results

Transaction Details - The Company plans to issue and sell an aggregate of 2,100,841 shares of its common stock at a par value of $0.001 per share [4]. - The Closing Date for the transaction is set for January 26, 2026, contingent upon the satisfaction of all conditions [8]. - Each Purchaser is required to deliver the Subscription Amount in cash, which will be specified on the signature page of the Agreement [25]. - The Company will reimburse legal expenses incurred by White & Case LLP, up to $50,000, at the Closing [24]. - The Securities are being registered under an effective registration statement on Form S-3 filed with the SEC [4]. - Lock-Up Agreements will be executed by the Company's directors and executive officers as part of the transaction [23]. - The Company is required to have a sufficient number of authorized shares of Common Stock reserved for issuance to fulfill its obligations under the Transaction Documents [23]. - The Company acknowledges that its obligation to issue the Shares is absolute and unconditional regardless of the dilutive effect on other stockholders [38]. - The Company has authorized capital stock of 100,000,000 shares of Common Stock, with 36,195,684 shares issued and outstanding [48]. - The Lock-Up Period for the undersigned is set to last 90 days following the final prospectus supplement related to the Registered Direct Offering [124]. - The Company will not assign the Agreement or any rights without prior written consent from Purchasers representing a majority of the Subscribed Securities [102]. - The Agreement may be terminated if the Closing has not been consummated within 5 Trading Days following the date of the Agreement [94]. - NeoVolta, Inc. is entering into a Placement Agency Agreement with Needham & Company, LLC for a Registered Direct Offering of common stock [123]. Financial Compliance - The Company has timely filed all SEC Reports during the one year prior to the date hereof [40]. - The financial statements included in the SEC Reports comply in all material respects with applicable accounting requirements and fairly present the financial position of the Company [40]. - There has been no material adverse change in the business or financial condition of the Company since the date of the most recent audited financial statements [42]. - The Company is not currently contemplating amending or restating any of the financial statements included in the SEC Reports [40]. - The Company is in compliance with the Sarbanes-Oxley Act of 2002, as amended [46]. - The Company has timely filed all required tax returns and paid all material taxes due [58]. - The Company maintains internal controls over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting [59]. - The Company has not received any notice from independent accountants regarding potential material weaknesses in internal controls [59]. - The Company has no material disagreements with its accountants or lawyers that could affect its obligations [71]. Securities and Stock Management - The issuance of the Securities is duly authorized and will be validly issued, fully paid, and non-assessable [33]. - The Company is not in violation of the requirements of the Principal Market and has no knowledge of any facts that would reasonably lead to delisting or suspension of the Common Stock [35]. - The Company has not declared or paid any dividends since the date of the most recent audited financial statements [42]. - The Company and its Subsidiaries are not currently insolvent and will not be after the transactions contemplated by the Agreement [42]. - There are 3,848,150 shares reserved for issuance pursuant to Convertible Securities [48]. - The Company has no shares of Common Stock held in treasury [48]. - There are no outstanding options, warrants, or similar rights relating to the Company's capital stock [50]. - The Company has fully paid or provided for all stock transfer taxes related to the issuance and sale of its securities [65]. - The Company is not subject to the Bank Holding Company Act and does not control any significant voting securities of a bank [66]. - The Company is not classified as a U.S. real property holding corporation, maintaining compliance with Section 897 of the Code [64]. Legal and Regulatory Compliance - The Company must conduct its business in compliance with all applicable laws, with no violations expected to result in a Material Adverse Effect [85]. - The Company is in compliance with the USA Patriot Act and other anti-money laundering laws [67]. - The Company has not engaged in any actions to manipulate the price of its securities, ensuring compliance with regulations [63]. - No statute or regulation should prohibit the consummation of the transactions contemplated by the Transaction Documents [92]. - The Company must deliver an irrevocable Instruction Letter to the Transfer Agent accepted by the Transfer Agent [93]. - The Agreement is governed by the laws of the State of New York [132]. Purchaser Obligations and Rights - Each Purchaser must confirm that they are acquiring the Subscribed Securities for their own account and not for public sale or distribution [26]. - The Agreement constitutes a legal, valid, and binding obligation of each Purchaser, enforceable against them in accordance with its terms [30]. - The obligation of the Company to issue and sell the Subscribed Shares is subject to the satisfaction of specific conditions, including the delivery of the Subscription Amount in cash [87]. - Each Purchaser's obligation to purchase the Subscribed Shares is contingent upon the Company delivering all required documents and ensuring all representations and warranties are true and correct [88]. - The Common Stock must be designated for quotation or listed on the Principal Market and not suspended by the SEC or the Principal Market as of the Closing Date [91]. - The Company will indemnify Purchasers against any misrepresentation or breach of representation in the Transaction Documents [105]. - The representations and warranties made by the Company will survive the Closing of the Agreement [104]. - The Company acknowledges that no due diligence by Purchasers will affect their right to rely on the Company's representations and warranties [105]. - The Company must perform all obligations timely, or Purchasers may rescind or withdraw any relevant notice or demand [108]. Transfer of Securities - The agreement allows for transfers of securities under specific conditions, including exercises of stock options and transfers to immediate family members [125]. - Securities can be transferred as bona fide gifts or for estate planning purposes without involving a disposition for value [126]. - Transfers of securities are permitted to entities where the undersigned or their immediate family are the legal and beneficial owners of all outstanding equity securities [126]. - The undersigned may establish a 10b5-1 Plan for the transfer of securities, provided no transfers occur during the Lock-Up Period [128]. - Transfers pursuant to a bona fide third-party tender offer or similar transaction are allowed if approved by the Board of Directors [126]. - The undersigned agrees to be bound by the terms of the lock-up agreement for any transfers made under specified clauses [127].