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): ~~February~~March 2326, 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))

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

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

Emerging growth company ☒

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

~~Securities~~Item ~~registered~~1.01 ~~pursuant~~Entry tointo ~~Section~~a ~~12(b)~~Material ofDefinitive ~~the Act:~~Agreement.

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

On March 27, 2026, NeoVolta, Inc. (the “Company”), entered into a Sales Agreement (the "Sales Agreement") with Needham & Company, LLC ("Needham"). Pursuant to the terms of the Sales Agreement, the Company may sell from time to time through Needham, as sales agent, shares of the Company's common stock, par value $0.001 per share ("Shares") having an aggregate offering price of up to $30,000,000. The Company intends to use the net proceeds from the sale of the Shares for working capital and for general corporate purposes.

~~Item~~Any 5sale of Shares pursuant to the Sales Agreement will be made under the Company's effective "shelf" registration statement on Form S-3 (File No.02 ~~Departure~~333-280400), which ofwas ~~Directors~~declared oreffective ~~Certain~~by ~~Officers;~~the ~~Election~~Securities ofand ~~Directors;~~Exchange ~~Appointment~~Commission of(the ~~Certain~~"SEC") ~~Officers;~~on ~~Compensatory~~June ~~Arrangements~~28, 2024, which includes the base prospectus, and under the related prospectus supplement (the "Prospectus Supplement") dated March 27, 2026, filed with the SEC. The Shares that may be offered, issued, and sold under the Prospectus Supplement are included in the $75,000,000 of ~~Certain~~securities ~~Officers~~that may be offered, issued, and sold by the Company under the base prospectus.

OnUnder ~~February~~the ~~23,~~Sales ~~2026~~Agreement, ~~NeoVolta, Inc. (~~ the “Company~~”) entered~~ ~~into~~may ~~RSU~~offer ~~Cancellation~~and ~~Agreements~~sell ~~(the~~Shares ~~“Agreement”)~~through ~~with~~Needham ~~Ardes~~acting ~~Johnson,~~as ~~Chief~~sales ~~Executive~~agent. ~~Officer,~~Sales ~~and~~can ~~Steve~~be ~~Bond,~~made ~~Chief Financial~~by ~~Officer,~~any ofmethod ~~the~~permitted ~~Company,~~by ~~pursuant~~law and deemed to ~~which~~be an "at the ~~Company~~market ~~and~~offering" ~~each~~as ofdefined ~~Messrs.~~in ~~Johnson~~Rule ~~and~~415(a)(4) ~~Bond~~under ~~agreed~~the toSecurities ~~cancel~~Act ~~certain~~of ~~Restricted Stock~~1933, ~~Unit~~as ~~Awards~~amended (the ~~“RSUs”~~"Securities Act"), ~~previously~~including ~~granted~~sales tomade ~~Messrs.~~directly ~~Johnson~~on ~~and~~or ~~Bond~~through ~~under~~the Nasdaq Capital Market, on any other existing trading market for the Company’'s common ~~2019~~stock, ~~Stock~~in ~~Plan,~~negotiated ~~as amended~~transactions ~~(the~~at ~~“Plan”)~~market ~~pursuant~~prices toprevailing ~~which~~at ~~Messrs.~~the ~~Johnson~~time ~~and~~of ~~Bond~~sale ~~were~~or ~~entitled~~at prices related to 1such prevailing market prices,~~280,000~~ and/or ~~240,000~~any ~~shares~~other ofmethod ~~Company~~permitted ~~common stock,~~by ~~respectively~~law.

~~Under~~Upon ~~the~~delivery ~~terms~~ of ~~the~~a ~~Agreement, in consideration~~placement ~~for~~notice ~~the~~and ~~cancellation~~subject ~~of the RSUs, the Company agreed~~ to ~~issue new stock option awards in such amount as approved by~~ the ~~Compensation~~terms ~~Committee of~~and ~~the~~conditions ~~Company’s Board~~ of ~~Directors, in accordance with~~ the ~~terms~~Sales ~~of the Plan. On February 23~~Agreement, ~~2026,~~Needham ~~the~~is ~~Company~~required ~~agreed~~ to ~~issue Messrs.~~use ~~Johnson~~its ~~and~~commercially ~~Bond~~reasonable ~~option~~efforts consistent ~~awards~~with toits ~~purchase~~normal ~~1,880,166~~trading ~~shares~~ and ~~352,531~~sales ~~shares~~practices ofto ~~Company~~sell ~~common~~such ~~stock,~~Shares ~~respectively,~~from attime anto ~~exercise price~~time ofbased ~~$3.54~~upon ~~per share (which was~~ the ~~closing price of the~~ Company’'s ~~common~~instructions, ~~stock on the date of grant). The number of options~~including ~~issued~~with toregard ~~Messrs. Johnson and Bond were calculated using a methodology intended~~ to ~~replicate~~ the ~~equivalent~~number ~~value~~ of ~~the~~shares ~~cancelled~~to ~~RSUs. The~~be ~~options~~ issued, tothe ~~Mr.~~dates ~~Johnson vest as follows: 25%~~ on ~~issuance~~which ~~and~~such ~~25%~~sales onmay ~~each~~be ~~of April 19~~made, ~~2026;~~any ~~April~~limitation ~~19,~~on ~~2027;~~the ~~and~~number ~~April~~of ~~19,~~shares ~~2028,~~to ~~subject~~be tosold ~~Mr.~~in ~~Johnson’s~~any ~~continued~~one ~~service~~day toand ~~the~~any ~~Company~~minimum onprice ~~each~~below ~~vesting~~which ~~date,~~sales ~~and~~may ~~expire~~not onbe ~~February 23, 2031~~made. ~~The~~Any ~~options~~sales ~~issued to~~by ~~Mr.~~Needham ~~Bond vest as follows: 25%~~ on ~~issuance~~a ~~and~~principal ~~25%~~basis onwill ~~each~~be ~~of February 4, 2027; February 4, 2028; and February 4, 2029, subject to Mr.~~pursuant ~~Bond’s continued service~~ to ~~the~~a ~~Company~~separate onwritten ~~each~~agreement ~~vesting~~setting ~~date,~~forth ~~and expire on February 23, 2031. The foregoing option awards were granted in accordance with~~ the terms of ~~the~~such ~~Plan~~sale.

The ~~foregoing~~Company ~~description~~or ofNeedham ~~the Agreement does~~may, ~~not~~upon ~~purport~~notice to bethe ~~complete~~other ~~and~~party ~~is qualified~~ in ~~its~~writing ~~entirety~~or by ~~reference~~telephone, tosuspend ~~the~~any ~~full~~sale ~~text~~ of Shares under the Sales Agreement,. aThe ~~copy~~Company will ensure that no sale of Shares will take place during any period in which the Company is ~~filed~~in ~~as Exhibit~~possession 10of material non-public information.1 The Company is not obligated to ~~this~~make ~~Current~~any ~~Report~~sales onunder ~~Form~~the ~~8-K~~Sales Agreement, and isany ~~incorporated~~sales ~~herein~~will bydepend ~~reference~~on market conditions and the Company's capital needs.

~~Item~~Needham 9will be paid a commission equal to 3.010% ~~Financial~~of ~~Statements~~the aggregate gross proceeds from each sale of Shares sold pursuant to the Sales Agreement. In addition, the Company has agreed to reimburse Needham for certain expenses in an amount not to exceed $100,000 in connection with the establishment of the ATM offering and ~~Exhibits~~$10,000 for each periodic update. The Company has also agreed to indemnify Needham against certain liabilities, including liabilities under the Securities Act.

~~(d)~~The ~~Exhibits~~offering will terminate upon the sale of Shares in an aggregate amount specified in the Sales Agreement or sooner if terminated by either party. Either party may terminate the Sales Agreement by giving five days' prior written notice to the other party, and Needham may also terminate the Sales Agreement immediately upon the occurrence of certain adverse events.

Exhibit No.		Exhibit Description
10.1		Form of RSU Cancellation Agreement, by and among NeoVolta, Inc. and each of Ardes Johnson and Steve Bond, dated February 23, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

The representations, warranties and covenants contained in the Sales Agreement were made solely for the benefit of the parties to the Sales Agreement, and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Sales Agreement is incorporated herein by reference only to provide investors with information regarding the terms of the Sales Agreement and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company’s periodic report and other filings with the SEC.

2The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

~~SIGNATURE~~A copy of the opinion of ArentFox Schiff LLP relating to the legality of the Shares issuable under the Sales Agreement and Prospectus Supplement is filed as Exhibit 5.1 to this Current Report on Form 8-K and is also incorporated by reference into the Registration Statement.

~~Pursuant~~The above disclosure shall not constitute an offer to sell or the ~~requirements~~ solicitation of an offer to buy the ~~Securities~~securities ~~and~~discussed ~~Exchange~~herein, ~~Act~~nor ofshall ~~1934~~there be any offer, solicitation, or sale of the ~~registrant~~securities ~~has~~in ~~duly~~any ~~caused~~state ~~this~~in ~~report~~which tosuch offer, solicitation or sale would be ~~signed~~unlawful onprior ~~its~~to ~~behalf~~registration or byqualification under the ~~undersigned~~securities ~~hereunto duly~~laws ~~authorized~~of any such state.

~~NeoVolta, Inc. By: /s/ Steve Bond Steve Bond Chief Financial Officer~~2

~~Dated:~~Item ~~February~~5.02 ~~25,~~Departure ~~2026~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

3On March 26, 2026, the Board of Directors (the “Board”) of the Company appointed Steve Bond, age 52, as Executive Vice President of the Company, effective immediately. Mr. Bond has served as the Company’s Chief Financial Officer since February 4, 2025, pursuant to that certain Employment Agreement, dated as of February 4, 2025, by and between the Company and Mr. Bond (the “Bond Employment Agreement”). In connection with Mr. Bond’s appointment as Executive Vice President, the Board determined that Mr. Bond’s service as Chief Financial Officer of the Company will terminate effective as of May 18, 2026.

There are no arrangements or understandings between Mr. Bond and any other persons pursuant to which he was appointed as Executive Vice President. There are no family relationships between Mr. Bond and any director or executive officer of the Company, and Mr. Bond has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

In connection with the foregoing changes to Mr. Bond’s title and role, on March 26, 2026, the Board approved a First Amendment to the Bond Employment Agreement (the “Amendment”). The Amendment reflects the transition of Mr. Bond’s role from Chief Financial Officer to Executive Vice President. A copy of the Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Exhibit Description
1.1†		Sales Agreement, dated March 27, 2026, by and between NeoVolta, Inc. and Needham & Company, LLC.
5.1		Opinion of ArentFox Schiff LLP.
10.1		First Amendment to Employment Agreement dated March 26, 2026 between NeoVolta, Inc. and Steve Bond
23.1		Consent of ArentFox Schiff LLP (included in Exhibit 5.1).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

† Certain of the schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted schedules to the SEC upon its request.

SIGNATURE

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

	NeoVolta, Inc.


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

Dated: March 27, 2026

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