UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 1322, 2026

NeoVolta, Inc

(Exact name of registrant as specified in its charter)

Nevada	001-41447	82-5299263
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

12195 Dearborn Place

Poway, CA 92064

(Address of Principal Executive Offices) (Zip Code)

(800) 364-5464

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ~~Emerging growth company ☒~~

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol (s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	NEOV	The NASDAQ Stock Market LLC
Warrants, each warrant exercisable for one share of common stock	NEOVW	The NASDAQ Stock Market LLC

Item 1.01

Entry into a Material Definitive Agreement.

~~On January~~Registered ~~13,~~Direct 2026, NeoVolta Inc., a Nevada corporation (the “NeoVolta”), NeoVolta Power, LLC, NPJV MANAGER LLC (“NMC”), and Can Current Corporation (“CCC”) entered into the Operating Agreement of NeoVolta Power, LLC (the “Operating Agreement”). The Operating Agreement governs the formation, management, capital structure, and operations of NeoVolta Power, LLC, a Delaware limited liability company (the “Company”), established for the purpose of jointly owning and operating a domestic battery energy storage manufacturing facility in the State of Georgia. On January 13, 2026, the Company, NeoVolta, NMC, and CCC also entered into a Contribution Agreement (the “Contribution Agreement”) in connection with the formation of the Company and the transfer of certain assets and services among the parties. Pursuant to the Contribution Agreement and concurrently executed Operating Agreement, each of NeoVolta, NMC, and CCC (collectively, the “Members”) agreed to contribute specified assets and services to the Company in exchange for membership interests (the “Membership Interests”) as set forth in the Operating Agreement and the Contribution Agreement.Offering

~~Under~~On ~~the~~January ~~terms~~22, ~~of the Contribution Agreement~~2026, NeoVolta ~~agreed to contribute capital contributions up to $40~~Inc.,~~000,000,~~ ina ~~exchange~~Nevada ~~for~~corporation ~~60 Class A Membership Interests in~~ (the “Company~~. CCC agreed to provide certain technical services related to battery energy storage system manufacturing~~”), ~~the~~entered ~~terms~~into ofa ~~which~~securities ~~are to be~~purchase ~~finalized~~agreement in(the a“RDO ~~separate~~Purchase ~~Technical Services~~ Agreement,”) inwith ~~exchange~~the ~~for~~purchasers 20named ~~Class~~therein B(the ~~Membership Interests~~“Purchasers”), ~~with~~pursuant ~~vesting~~to ~~of such interests~~which ~~contingent upon execution of~~ the ~~Technical~~Company ~~Services~~agreed ~~Agreement with long-term vesting~~ to beissue ~~elaborated~~and onsell ~~therein. NMC agreed~~ to ~~provide management~~the ~~services~~Purchasers, ~~the terms of which are to be finalized~~ in a ~~separate~~registered ~~Management~~direct ~~Services~~offering ~~Agreement,~~(the in“Registered ~~exchange~~Direct ~~for 20 Class B Membership~~Offering”), ~~Interests~~2,100,841 ~~with~~shares ~~vesting~~(the of“Shares”) ~~such interests contingent upon execution~~ of the ~~Management~~Company’s ~~Services~~common ~~Agreement~~stock, ~~with~~$0.001 ~~long-term~~par ~~vesting~~value toper ~~be elaborated~~share ~~on therein. If either~~ (the ~~Technical~~“Common ~~Services~~Stock”). The ~~Agreement~~offering orprice ~~the~~of ~~Management~~each ~~Services~~Share ~~Agreement~~ is ~~not~~$4.76 ~~executed~~per byshare ~~March 31, 2026,~~ (the ~~applicable~~“Offering ~~Class~~Price”). BThe ~~Membership~~gross ~~Interests~~proceeds ~~will revert~~ to the Company. Iffrom ~~NeoVolta~~the ~~fails to timely fund all or any portion of its required~~Registered ~~capital~~Direct ~~contributions~~Offering ~~under~~are ~~the~~expected ~~Contribution~~to ~~Agreement, the other Members may source such capital and NeoVolta’s Class A Membership Interests will~~ be ~~proportionally~~approximately ~~reduced~~$10 ~~on a dollar-for-dollar basis~~million, ~~and~~before ~~NeoVolta~~deducting ~~may~~offering ~~lose~~expenses ~~its~~payable ~~management~~by ~~rights under~~ the ~~Operating Agreement until such capital contributions are satisfied~~Company.

The ~~Contribution Agreement also contemplates the~~Registered ~~negotiation~~Direct ~~and~~Offering ~~execution~~is ofexpected anto ~~Asset~~close ~~Purchase~~on ~~Agreement~~or ~~between~~about ~~the~~January 26, ~~Company~~2026, ~~and~~subject ~~CCC~~to ~~for~~ the ~~sale~~satisfaction of ~~certain~~customary ~~manufacturing~~closing ~~equipment and~~conditions. ~~related~~The ~~services~~Company ~~for~~intends ~~approximately~~to ~~$12,000,000.~~use ~~The~~the ~~terms~~net ofproceeds ~~this~~from ~~transaction~~the ~~are~~Registered toDirect beOffering ~~set~~for ~~forth~~working incapital aand ~~separate~~general ~~agreement~~corporate purposes.

~~Under~~The ~~the~~RDO ~~Operating~~Purchase Agreement contains customary representations, awarranties ~~Board~~and ofagreements ~~Managers~~by ~~(“Board”)~~the isCompany, ~~established~~customary asconditions ~~the~~to ~~governing~~closing, indemnification ~~body~~obligations of the Company, ~~consisting~~including ~~of five~~for ~~Managers—three~~liabilities ~~designated~~arising byunder ~~NeoVolta~~the ~~and~~Securities ~~two~~Act byof ~~NMC.~~1933, ~~The~~as ~~Agreement~~amended ~~sets forth~~ (the ~~procedures~~“Securities Act”), ~~for~~other ~~capital~~obligations ~~contributions,~~of ~~including~~ the ~~schedule~~parties and ~~conditions~~termination ~~for~~provisions. ~~NeoVolta's~~The ~~$40~~representations,~~000,000~~ ~~contribution,~~warranties and ~~provides~~covenants ~~remedies~~contained in the ~~event of a Member’s default in~~ ~~making~~RDO ~~required~~Purchase ~~contributions.~~Agreement ~~The~~were ~~Board~~made isonly ~~responsible~~ for ~~approving~~the ~~annual~~purposes ~~and~~of ~~quarterly~~such ~~budgets,~~agreement ~~with~~and ~~$15.0~~as ~~million~~ of ~~NeoVolta’s capital contributions scheduled according to~~ the ~~Company’s~~specific ~~working capital needs. Allocations of net income~~dates, ~~net~~were ~~loss,~~solely ~~and~~for ~~distributions are~~the ~~made~~benefit ~~pro rata in accordance with each Member's percentage~~ of the ~~Membership~~parties ~~Interests, subject~~ to ~~regulatory~~such ~~and~~agreement ~~special allocations required by applicable Treasury Regulations. Distributions of available cash are made at least annually,~~ and ~~Members~~may ~~are~~be subject to ~~tax~~limitations ~~withholding obligations~~agreed ~~and~~upon ~~indemnification~~by ~~requirements for any taxes imposed on~~ the ~~Company~~contracting ~~due to their interests~~parties.

The ~~Operating~~Registered ~~Agreement~~Direct ~~includes~~Offering ~~comprehensive~~was ~~governance~~made ~~provisions,~~pursuant ~~including restrictions on the transfer of Membership Interests, with transfers generally requiring the consent of other Members and subject~~ to ~~limitations designed to preserve~~ the Company’s ~~compliance with~~effective ~~Foreign~~registration ~~Entity~~statement ofon ~~Concern~~ Form S-3 (~~“FEOC”~~Registration Statement No. 333-280400) that ~~requirements~~was ~~and~~originally ~~other~~filed ~~regulatory~~with ~~restrictions. The Company and Members are granted tag-along rights in~~ the ~~event~~Securities ~~of a sale of a majority of Class A Units,~~ and ~~the~~Exchange ~~Company~~Commission ~~holds a call option to purchase~~ (the ~~Units of any Member determined to be a Prohibited Foreign Entity (~~“~~PFE~~SEC”)~~. Dissolution of the~~ ~~Company~~on ~~may~~June ~~occur~~21, ~~upon unanimous Member determination~~2024, ~~bankruptcy~~and orthat ~~dissolution~~became ofeffective aon ~~Member,~~June ~~sale of substantially all assets~~28, ~~or judicial decree~~2024, ~~with~~and ~~liquidation~~a ~~and~~related ~~distribution~~base ~~procedures~~prospectus ~~specified~~and inprospectus ~~accordance~~supplement ~~with~~(the ~~Delaware~~“Prospectus Supplement”) ~~law~~thereunder.

~~Copies~~The foregoing description of the ~~Operating~~RDO ~~Agreement~~Purchase ~~and Contribution~~ Agreement ~~are~~does ~~filed~~not ~~with~~purport ~~this~~to ~~Current~~be ~~Report~~complete onand ~~Form~~is ~~8-K~~qualified asin ~~exhibit~~its ~~10.1~~entirety ~~and~~by ~~10.2,~~the ~~respectively,~~full text ~~and~~of ~~are~~the ~~incorporated~~form ~~herein~~of byRDO ~~reference.~~Purchase ~~The~~Agreement, ~~foregoing~~a ~~descriptions~~copy of ~~the~~which ~~Operating~~is ~~Agreement~~attached ~~and~~hereto ~~Contribution~~as ~~Agreement~~Exhibit ~~are~~10.1 ~~qualified in~~and ~~their~~incorporated ~~entirety~~ by reference ~~to the full text thereof~~herein.

Item 2.02

Results of Operations and Financial Condition.

The Company expects to report that as of December 31, 2025, the Company had cash and cash equivalents of $242,434 and for the three-month period ended December 31, 2025, the Company anticipates revenue in the range of $4.4 million to $4.6 million and gross profit in the range of $700,000 and $800,000. These estimates are preliminary and subject to normal end of period closing procedures and, accordingly, are subject to change. As a consequence, actual results may differ from the preliminary results described above.

In accordance with General Instruction B.2. of Form 8-K, the information in Item 2.02 of this report shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Cautionary Note Regarding Forward-Looking Statements in this Item 2.02

The estimates in Item 2.02 of this report contain forward-looking statements. The Company’s actual results may differ from its expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Forward-looking statements include, but are not limited to, statements that express the Company’s intentions, beliefs, expectations, strategies, predictions or any other statements related to its future activities, or future events or conditions. These statements are based on current expectations, estimates and projections about the Company’s business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those risks discussed in the Company’s Annual Report on Form 10-K and in other documents that the Company files from time to time with the SEC. Any forward-looking statements speak only as of the date on which they are made, and the Company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this report, except as required by law.

Item 7.01

Regulation FD Disclosure.

On January 23, 2026, the Company issued a press release announcing the terms of the Registered Direct Offering, a copy of which is furnished as Exhibit 99.1 hereto.

The information set forth in this Item 7.01 and contained in the press release furnished as Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not incorporated by reference into any of the Company’s filings under the Securities Act or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	~~Exhibit Description~~	Exhibit Description
10.1	Operating Agreement among NeoVolta Power, LLC and the Members dated January 13, 2026
5.1		ArentFox Schiff LLP Legal Opinion
10.2	Contribution Agreement among NeoVolta Power, LLC and the Members dated January 13, 2026
10.1†		Form of Securities Purchase Agreement, by and among NeoVolta Inc. and the Purchasers, dated January 22, 2026.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
99.1		Press Release of NeoVolta Inc., dated January 23, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

2† The exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K under the Securities Act of 1933, as amended. The Company agrees to furnish supplementally a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon request.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements, including, without limitation, statements relating to the Company’s expectations regarding the completion and timing of the Registered Direct Offering, the satisfaction of customary closing conditions related to the Registered Direct Offering, the proceeds that the Company expects to receive from the Registered Direct Offering and the intended use of proceeds from the Registered Direct Offering. Forward-looking statements are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements speak only as of the date they are made and, except for the Company’s ongoing obligations under the U.S. federal securities laws, the Company undertakes no obligation to update any forward-looking statement.

Forward-looking statements are subject to known and unknown risks and uncertainties and are based on estimates and assumptions that are subject to change or revision. These statements are only predictions based on current information and expectations and involve a number of risks and uncertainties. Actual events or results may differ materially from those projected in any of such statements due to various factors, including, without limitation, market conditions and the Company’s ability to satisfy the closing conditions to the Registered Direct Offering, as well as risks and uncertainties inherent in the Company’s business. For a discussion of these and other factors, please refer to the risk factors included in the Company’s Annual Report on Form 10-K, and the Company’s Quarterly Reports on Form 10-Q and other periodic reports filed from time to time with the SEC.

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NeoVolta, Inc.


	By:	/s/ Steve Bond
		Steve Bond
		Chief Financial Officer

Dated: January 1623, 2026

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