目錄

美國

證券交易委員會

華盛頓特區20549

表格 10-Q

☒ 《1934年證券交易法》第13或15(d)條之季度報告

截止至本季度結束 2024年9月30日

或

☐ 根據1934年證券交易法第13或第15(d)條的過渡報告

過渡期從______________到______________

委員會檔案編號： 001-41447

新奧沃爾塔, 公司

（依憑章程所載的完整登記名稱）

申報人的電話號碼，包括區號： (800) 364-5464

根據法案第12(b)條註冊的證券:

根據法案第12(g)條的規定註冊的證券： 無

請勾選是否在過去12個月內，申報人已根據1934年證券交易法第13條或第15(d)條的要求提交了所有應提交的報告（或在申報人被要求提交此類報告的較短期間內），並且（2）過去90天依然受到此類申報要求。 是☒    否: ☐

請以勾選方式指出，是否在過去12個月內（或對於需提交此類檔案的較短期間），申報人已按照Regulation S-t（本章節§232.405）第405條規定要求提交每份互動資料檔案。 是： ☒    不： ☐

請用勾選標記表示公司是否為大型加速註冊人、加速註冊人、非加速註冊人、較小的報告公司或新興成長公司。 請參閱「大型加速遞交者，” “加速遞交者，” “較小的報告 公司」與「Controlled」有相關的含義。新興成長公司在《交易所法》第1202條中，請參閱“”的定義。

如果是新興成長性企業，請勾選是否選擇使用延長的過渡期以符合任何新的或修訂的財務會計準則，根據《交易法》第13(a)節的規定。 ☐

請用複選標記指示註冊人是否爲殼公司（如《證券交易法》第120億.2條定義的那樣）是 ☐No ☒

截至2024年11月8日，每股面值為$0.001的普通股流通股份數為 33,361,711 股份.

NEOVOLTA, INC.

表格10-Q

2024年9月30日

指数

關於前瞻性聲明的注意事項

本季度Form上的季度報告 10-Q（以下簡稱“報告”）包含根據1995年《私人證券訴訟改革法案》的前瞻性陳述。我們在“風險因素” “財務狀況和經營結果的管理層討論及分析” 和本報告的其他部分中發表前瞻性聲明。在某些情況下，您可以通過以下詞語識別前瞻性聲明：“預計” “相信” “繼續,” “可能,” “估計，” “期望” “打算” “可能,” “進行中的，” “計劃” “潛力,” “預測，” “或類似表述的目的是確定” “應該”或這些術語的否定或其他類似術語，儘管並非所有前瞻性陳述都含有這些詞語。前瞻性陳述並非對未來業績或結果的擔保，並不一定準確地表示或暗示出所述的業績或結果將在何時或在何時間實現。前瞻性陳述基於在發表時可獲得的信息，並涉及已知和未知的風險、不確定因素和其他因素，這些因素可能導致我們的業績、活動水平、表現或成就與本報告中前瞻性陳述所表達或暗示的信息有很大不同。

您應該閱讀在本報告中所描述並被引用的事項。風險因素以及在本報告中提出的其他注意事項，應視爲適用於本報告中所有其他相關的前瞻性聲明。我們不能保證本報告中的前瞻性聲明會被證明準確，因此鼓勵潛在投資者不要過度依賴前瞻性聲明。

所有前瞻性聲明僅代表此季度報告提交日期。您不應該把前瞻性聲明作爲未來事件的預測依據。讀者不應過分依賴這些前瞻性聲明。儘管我們認爲本報告中我們所作前瞻性聲明所反映或暗示的計劃、意圖和預期是合理的，但我們不能保證這些計劃、意圖或預期會實現。我們披露了可能導致我們實際結果與我們期望有重大差異的重要因素，在本季度報告和截至2024年6月30日提交給SEC並於2024年9月27日提交的年度報告的「」以及其他地方。這些警示性聲明限定我們或代表我們行事的任何人所歸因的所有前瞻性聲明。我們不承擔任何義務更新或公開修訂任何前瞻性聲明，除非法律要求，包括美國的證券法和SEC的規則和規定。風險因素” 和 “管理層對財務狀況和業務運營成果的討論和分析” 和本季度報告以及2024年6月30日提交給SEC並於2024年9月27日提交的年度報告的處，除了遵守美國證券法和SEC的規章，我們不對任何前瞻性聲明進行更新或修訂的公開承諾。

第I部分。財務信息

NEOVOLTA, INC.

資產負債表

(未經審計)

請參見未經審計的財務報表附註。

NEOVOLTA, INC.

損益表

（未經審計）

請參見未經審計的財務報表附註。

NEOVOLTA, INC.

股東權益變動表

2024年和2023年截至9月30日的三個月

(未經審計)

請參見未經審計的財務報表附註。

NEOVOLTA, INC.

現金流量表

(未經審計)

請參見未經審計的財務報表附註。

NEOVOLTA, INC.

財務報表說明

(未經審計)

Introduction

This information should be read in conjunction with the interim unaudited financial statements and the notes thereto included in this Quarterly Report on Form 10-Q, and the audited financial statements and notes thereto and “Part II. Other Information - 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, 2024, filed with the Securities and Exchange Commission on September 27, 2024 (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 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:

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 solar 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.

In May 2019, we completed a public offering of 3,500,000 shares of our common stock at an offering price of $1.00 per share for gross proceeds of $3.5 million pursuant to Regulation A of the Securities Act. We used the proceeds of the offering to ramp up production, marketing, and sales of our NV14 product line. In that regard, we have used the proceeds from the offering to fund the marketing, production and distribution of our products, which commenced in July 2019 through a group of wholesale customers in California, as well as to provide additional working capital for other corporate purposes. We have expanded to include one wholesale distribution customer in Nevada. As of the current date, we have had successful installations of our products in the additional States of Arizona, Utah, Colorado, Wyoming, Texas, Oklahoma, Missouri, Tennessee, Alabama, Georgia, Florida, and Puerto Rico.

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 are using 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.

On April 14, 2023, California implemented Net Energy Metering 3 (NEM3) for subsequent new solar installations. NEM3 reduces the amount of NEM credit for each kilowatt (KW) of solar power sent to the utility from a rate of approximately $0.20 per KW to $0.09 per KW (each Utility varies). NEM3 effectively increases the average solar Return of Investment (ROI) from 5-6 years to 10-12 years (each Utility varies). Effectively, the Company believes that solar installation in California currently makes little financial sense without also including a battery system. Installing NeoVolta nets a ROI of 4-6 years. NEM3 reduced our sales from December 2022 until very recently   as solar installers worked off their permitted NEM2 installs. We expect our sales to ultimately increase going forward.

Results of Operations

The following discussion reflects the Company’s revenues and expenses for the three month periods ended September 30, 2024 and 2023, as reported in our financial statements included in Item 1.

Revenues - Revenues from contracts with customers for the three months ended September 30, 2024 were $590,236 compared to $764,130 for the three months ended September 30, 2023. Such decrease was primarily due to the impact of various macroeconomic factors, such as relatively high interest rates, and regulatory factors, such as utility regulations in the State of California that we believe may have temporarily caused an economic disadvantage for residential utility customers to acquire our energy storage systems not only prior to the April 2023 effective date of those regulations, but also subsequently, as certain implications of them because better known in the marketplace.   

Cost of Goods Sold - Cost of goods sold for the three months ended September 30, 2024 were $497,389 compared to $642,958 for the three months ended September 30, 2023. 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 16% in both periods.

General and Administrative Expense - General and administrative expenses for the three months ended September 30, 2024 were $1,050,119 compared to $555,160 for the three months ended September 30, 2023. Such increase was mainly due to our engagement of a new chief executive officer, who was engaged at an annual salary of $350,000 and also received a 4 year amortizing equity award of $2,854,000, as well as several other employees since April 2024. The addition of these personnel resulted in a higher level of both cash compensation expense and other associated expenses, such as marketing 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 September 30, 2024 were $8,617 compared to zero for the three months ended September 30, 2023. Such fluctuation was largely due to timing differences in the level of the Company’s recent product development efforts.

Other Income and Expense - Interest income for the three months ended September 30, 2024 was $1,395 compared to $5,273 for the three months ended September 30, 2023. This decrease was due to the Company’s lower level of investable cash in the three months ended September 30, 2024.

Net Loss - Net loss for the three months ended September 30, 2024 was $964,494 compared to $428,715 for the three months ended September 30, 2023, 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 three months ended September 30, 2024 was $593,031 compared to $179,089 in the three months ended September 30, 2023. This increase was largely due to the current period increase in our comparative net loss, largely due to the decline in our gross profit and the increase in our other cash operating expenses. The fluctuations in our working capital components had only a de minimis impact on net operating cash flow on a comparative basis.

Financing activities. As indicated in Note 2, we entered into an agreement with a newly formed financing entity in September 2024 whereby we obtained a line of credit for borrowings of up to $5,000,000. Under this agreement, we will be required to make monthly 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 2026. In order to secure such borrowings, we have granted a security interest in all of our assets to the lender. As of September 30, 2024, we had made no borrowings under this credit agreement.

As of September 30, 2024, we had a cash balance of approximately $0.4 million and net working capital of approximately $3.9 million. 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, in conjunction with our recently obtained line of credit noted above, we will have sufficient cash to operate for at least the next 12 months.

Assembly Inventory Purchase

In April 2023, we made a bulk purchase of raw materials inventory from our contract manufacturer by making a cash payment to that company in the net amount of approximately $1.3 million. This transaction was completed pursuant to an amendment of our Master Supply Agreement with our contract manufacturer. In addition to the purchase of the raw materials inventory from our contract manufacturer, this amendment provided for the eventual assumption by us of full responsibility from our contract manufacturer for the manufacturing of our proprietary Energy Storage Systems (“ESS”) units. Pursuant to the amendment, we assumed such responsibility for the manufacturing process surrounding our ESS units from our contract manufacturer on June 1, 2023. In conjunction with assuming this responsibility, we hired the employees of our contract manufacturer who previously performed contract manufacturing services for us.

Other Developments

We continue to monitor current international developments occurring in Ukraine and Israel. 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 Asis.

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 financial statements which have been prepared in accordance with generally accepted accounting principles in the United States. The preparation of these 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 financial statements. See “Note 1. Business and Summary of Significant Accounting Policies” of the Notes to 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, 2024, as filed with the SEC on September 27, 2024, for a further description of our critical accounting policies and estimates.

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.

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 September 30, 2024, 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 September 30, 2024, that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

PART II. OTHER INFORMATION

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.

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, 2024, as filed with the SEC on September 27, 2024 (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, 2024, 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.

There have been no sales of unregistered securities during the three months ended September 30, 2024.

None.

Not applicable.

During the period covered by this Quarterly Report, none of the Company’s directors or executive officers has adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (each as defined in Item 408 of Regulation S-K under the Securities Exchange Act of 1934, as amended).

______________________

* Filed herewith.

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.