NEOV / NeoVolta Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended March 31, 2025 ☐ Transition Report pursuant to Sectio

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended March 31, 2025 or ☐ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-41447 NeoVolta

As filed with the Securities and Exchange Commission on March 7, 2025

NeoVolta, Inc. Form S-8 As filed with the Securities and Exchange Commission on March 7, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NeoVolta, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) 82-5299

Filing fee table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) NeoVolta, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1—Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount to be Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.001 par val

Form of Subscription Agreement in February 2025 private offering

Exhibit 10.1 THE SECURITIES TO BE ISSUED PURSUANT TO THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), OR ANY OTHER APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD UNLESS REGISTERED THEREUNDER OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SUBSCRIPTION AGREEMENT NeoVolta, Inc. 13651 Danielson St, Suite A Poway, CA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended December 31, 2024 ☐ Transition Report pursuant to Sec

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended December 31, 2024 or ☐ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-41447 NeoVo

Consulting Agreement between NeoVolta, Inc. and Brent Willson effective March 1, 2025

Exhibit 10.3 Canmore International Brent Willson [***] February 4th, 2025 Dear Brent, This letter agreement (this "Agreement") sets forth the terms and conditions whereby you agree to provide certain services (as described on Schedule 1) to NeoVolta Inc., a Nevada corporation, with a corporate address of 12195 Dearborn Place, Poway, California 92064 (the "Company"). 1. SERVICES. 1.1 The Company he

Amended and Restated Employment Agreement between NeoVolta, Inc. and Steve Bond dated February 4, 2025

Exhibit 10.2 Amended and Restated Employment Agreement This Amended and Restated Employment Agreement (the “Agreement”) is made and entered into as of February 4, 2025, by and between Steve Bond (the “Executive”) residing at [***] and NEOVOLTA, INC., a Nevada Corporation (the “Company”). WHEREAS, the Executive previously served as the Company’s Chief Financial Officer (“CFO”) pursuant to that cert

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): December 31, 2024 NeoVolta, Inc (

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): December 31, 2024 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 Incorpo

Employment Agreement between the Company and Michael Mendik, dated January 1, 2025

Exhibit 10.1 Employment Agreement This Employment Agreement (the "Agreement") is made and entered into as of 1 January, 2025, by and between Michael Mendik (the "Executive") residing at “(Confidential Information)” and NEOVOLTA, INC., a Nevada Corporation (the "Company"). WHEREAS, the Company desires to employ the Executive on the terms and conditions set forth herein; and WHEREAS, the Executive d

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): December 10, 2024 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 Incorpo

NeoVolta, Inc. 2019 Stock Plan

Exhibit 10.1 NEOVOLTA, INC. 2019 STOCK PLAN (Amended and restated as of December 10, 2024) Section 1. Establishment and Purpose. 1.1 The Board of Directors of NeoVolta, Inc. (the “Company”) previously established the NeoVolta, Inc. 2019 Stock Plan (as amended and restated, the “Plan”) effective as of February 21, 2019. On October 29, 2024 the Board of Directors of the Company adopted an amendment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended September 30, 2024 ☐ Transition Report pursuant to Se

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended September 30, 2024 or ☐ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-41447 NeoV

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

NeoVolta, Inc. Restatement Recoupment Policy

Exhibit 97.1 NeoVolta, Inc. Dodd-Frank Restatement Recoupment Policy 1. Introduction The Board of Directors (the “Board”) of NeoVolta, Inc. (the “Company”) has determined that it is in the best interests of the Company to adopt a policy providing for the recoupment by the Company of certain Incentive-Based Compensation paid to Executives Officers in the case of a Restatement (as defined below) (th

Insider Trading Policy

Exhibit 19.1 NeoVolta, Inc. INSIDER TRADING POLICY (adopted September 15, 2022) Purpose This Insider Trading Policy (the “Policy”) provides guidelines with respect to transactions in NeoVolta, Inc. (the “Company”) securities and the handling of confidential information about the Company and the companies with which the Company does business. The Company’s board of directors has adopted this Policy

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C., 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 1

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C., 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41447 NeoVolta, Inc. (Exact name of registrant as specifi

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): September 3, 2024 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 Incorpo

Line of Credit Agreement between NeoVolta, Inc. and National Energy Modelers, Inc., dated September 3, 2024

Exhibit 10.1 LINE OF CREDIT AGREEMENT THIS LINE OF CREDIT AGREEMENT (the “Agreement”) is made and entered into as of September 3, 2024 (“Effective Date”), by and between NeoVolta, Inc., a Nevada corporation (“Borrower”), and National Energy Modelers, Inc. (“Lender”). RECITALS: A. Borrower has requested Lender to provide the Loan to Borrower, subject to the compliance by Borrower with all the terms

NeoVolta Secures $5 Million Line of Credit, Strengthens Financial Position

Exhibit 99.1 FOR IMMEDIATE RELEASE Wednesday, September 4, 2024 Contact: [email protected] NeoVolta Secures $5 Million Line of Credit, Strengthens Financial Position San Diego, CA — NeoVolta Inc. (Nasdaq: NEOV), a leader in solar energy storage solutions, is pleased to announce the successful securing of a $5 million Line of Credit (LOC) from National Energy Modelers, Inc. This strategic financial a

NeoVolta, Inc. 13651 Danielson Street, Suite A Poway, CA 92064 June 26, 2024

NeoVolta, Inc. 13651 Danielson Street, Suite A Poway, CA 92064 June 26, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance Washington, DC 20549 Attention: Patrick Fullem Re: NeoVolta, Inc. Registration Statement on Form S-3 Registration No. 333-280400 Ladies and Gentlemen: Pursuant to Rule 461 of the Securities Act of 1933, as amended, NeoVolta, Inc., a Nevada cor

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables FORM S-3 (Form Type) NeoVolta, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title(1) Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee Carry Forward For

As filed with the Securities and Exchange Commission on June 21, 2024.

Table of Contents As filed with the Securities and Exchange Commission on June 21, 2024.

Form of Subordinated Indenture

Exhibit 4.2 NEOVOLTA, INC. TO AS TRUSTEE INDENTURE DATED AS OF , 20 SUBORDINATED DEBT SECURITIES ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 SECTION 1.1 DEFINITIONS 1 SECTION 1.2 COMPLIANCE CERTIFICATES AND OPINIONS 8 SECTION 1.3 FORM OF DOCUMENTS DELIVERED TO TRUSTEE 8 SECTION 1.4 ACTS OF HOLDERS; RECORD DATES 9 SECTION 1.5 NOTICES, ETC., TO TRUSTEE AND COMPANY 10 SECTION

Form of Unsubordinated Indenture

Exhibit 4.1 NEOVOLTA, INC. TO AS TRUSTEE INDENTURE DATED AS OF , 20 SENIOR DEBT SECURITIES ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 SECTION 1.1 DEFINITIONS 1 SECTION 1.2 COMPLIANCE CERTIFICATES AND OPINIONS 7 SECTION 1.3 FORM OF DOCUMENTS DELIVERED TO TRUSTEE 8 SECTION 1.4 ACTS OF HOLDERS; RECORD DATES 8 SECTION 1.5 NOTICES, ETC., TO TRUSTEE AND COMPANY 10 SECTION 1.6 NO

As filed with the Securities and Exchange Commission on June 21, 2024

Table of Contents As filed with the Securities and Exchange Commission on June 21, 2024 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended March 31, 2024 ☐ Transition Report pursuant to Sectio

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended March 31, 2024 or ☐ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-41447 NeoVolta

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): April 19, 2024 NeoVolta, Inc (Exa

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): April 19, 2024 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 Incorporat

Employment Agreement between NeoVolta, Inc. and Ardes Johnson dated April 19, 2024

Exhibit 10.1 Employment Agreement This Employment Agreement (the “Agreement”) is made and entered into as of April 19th 2024, by and between ARDES JOHNSON (the “Executive”) residing at [*] and NEOVOLTA, INC., a Nevada Corporation (the “Company”). WHEREAS, the Company desires to employ the Executive on the terms and conditions set forth herein; and WHEREAS, the Executive desires to be employed by t

Amendment to Employment Agreement between NeoVolta, Inc. and Brent Willson dated April 22, 2022

Exhibit 10.2 AMENDMENT TO EMPLOYMENT AGREEMENT THIS AMENDMENT (“Amendment”) is entered into effective as of April 24, 2024 and serves to amend the Employment Agreement entered into by and between NeoVolta, Inc., a Nevada corporation (“Company”), and Brent Willson (“Executive”), as of April 1, 2022 (the “Agreement”). All capitalized terms not defined herein shall have the meaning set forth in the A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended December 31, 2023 ☐ Transition Report pursuant to Sec

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended December 31, 2023 or ☐ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-41447 NeoVo

Submission of Matters to a Vote of Security Holders

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): December 8, 2023 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 Incorpor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended September 30, 2023 ☐ Transition Report pursuant to Se

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended September 30, 2023 or ☐ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-41447 NeoV

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C., 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 1

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C., 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41447 NeoVolta, Inc. (Exact name of registrant as specifi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended March 31, 2023 ☐ Transition Report pursuant to Sectio

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended March 31, 2023 or ☐ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-41447 NeoVolta

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended December 31, 2022 ☐ Transition Report pursuant to Sec

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended December 31, 2022 or ☐ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-41447 NeoVo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended September 30, 2022 ☐ Transition Report pursuant to Se

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended September 30, 2022 or ☐ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-41447 NeoV

Form of Amendment to Independent Director Agreement, dated November 4, 2022, by and between NeoVolta, Inc. and each of James Amos, John Hass and Susan Snow

Exhibit 10.13 AMENDMENT TO INDEPENDENT DIRECTOR AGREEMENT This amendment (“Amendment”), dated as of the date set forth below, is to that certain Independent Director Agreement (the “Agreement”) dated November 4, 2022 by and between [] (the “Director”) and NeoVolta, Inc. (the “Company”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Ag

Independent Director Agreement, dated July 1, 2022, by and between NeoVolta, Inc. and James Amos

Exhibit 10.12 INDEPENDENT DIRECTOR AGREEMENT THIS AGREEMENT (the “Agreement”) is made effective upon NeoVolta’s Common Stock becoming listed on the Nasdaq Stock Market, and is by and between NeoVolta, Inc. a Nevada corporation (hereinafter referred to as the “Company”), and General James F. Amos (hereinafter referred to as the “Director”). BACKGROUND The Board of Directors of the Company desires t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C., 20549 FORM 10-K/A (Amendment No. 1) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended June 30, 2022 o TRANSITION REPORT PURSUAN

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C., 20549 FORM 10-K/A (Amendment No. 1) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended June 30, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41447 NeoVolta, Inc. (Exact name of r

Filing fee table

EX-FILING FEES 5 neovoltaex107.htm CALCULATION OF FILING FEE TABLES Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) NeoVolta, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1—Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount to be Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee

As filed with the Securities and Exchange Commission on October 11, 2022

As filed with the Securities and Exchange Commission on October 11, 2022 Registration No.

2019 Stock Plan of NeoVolta, Inc., and forms of award agreements thereunder

Exhibit 99.1 NEOVOLTA, INC. 2019 STOCK PLAN (Adopted as of February 21, 2019) Section 1. Establishment and Purpose. 1.1 The Board of Directors of NeoVolta, Inc. (the ?Company?) hereby establishes the NeoVolta, Inc. 2019 Stock Plan (the ?Plan?) effective as of February 21, 2019, subject to approval by the Company?s stockholders within one year of the date hereof. 1.2 The purpose of the Plan is to a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C., 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended June 30, 2022 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 1

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C., 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended June 30, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41447 NeoVolta, Inc. (Exact name of registrant as specifi

Description of the Company’s Securities

Exhibit 4.6 DESCRIPTION OF THE COMPANY?S SECURITIES The following summary is a description of the material terms of our capital stock. This summary is not complete, and is qualified by reference to our amended and restated articles of incorporation, and our amended and restated bylaws, which are filed as exhibits to this Annual Report on Form 10-K and are incorporated by reference herein. We encou

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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): August 5, 2022 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 Incorporat

NeoVolta Announces Closing of Underwriters’ Option to Purchase Additional Shares of Common Stock in Connection with its Underwritten Public Offering

Exhibit 99.1 NeoVolta Announces Closing of Underwriters’ Option to Purchase Additional Shares of Common Stock in Connection with its Underwritten Public Offering SAN DIEGO, CA, Aug. 05, 2022 (GLOBE NEWSWIRE) - NeoVolta, Inc. (“NeoVolta” or the “Company”) (NASDAQ: NEOV, NEOVW), manufacturer of Smart Energy Storage Solutions, announced today the closing of the sale of an additional 146,250 shares of

NeoVolta Announces Pricing of $3.9 Million Public Offering Priced at a Premium to Market and Uplisting to Nasdaq

Exhibit 99.1 NeoVolta Announces Pricing of $3.9 Million Public Offering Priced at a Premium to Market and Uplisting to Nasdaq SAN DIEGO, CA, July 27, 2022 ? NeoVolta, Inc. (?NeoVolta? or the ?Company?) (NASDAQ: NEOV, NEOVW), manufacturer of Smart Energy Storage Solutions, today announced the pricing of its underwritten public offering of 975,000 units at a price to the public of $4.00 per unit. Ea

NeoVolta Announces Closing of $3.9 Million Public Offering Priced at a Premium to Market and Uplisting to Nasdaq

Exhibit 99.2 NeoVolta Announces Closing of $3.9 Million Public Offering Priced at a Premium to Market and Uplisting to Nasdaq SAN DIEGO, CA, August 1, 2022 – NeoVolta, Inc. (“NeoVolta” or the “Company”) (NASDAQ: NEOV, NEOVW), manufacturer of Smart Energy Storage Solutions, today announced the closing of its previously announced underwritten public offering of 975,000 units at a price to the public

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): July 27, 2022 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 Incorporati

975,000 Units Each Unit Consisting of One Share of Common Stock and One Warrant to Purchase One Share of Common Stock

Filed Pursuant to Rule 424(b)(4) Registration No. 333-264275 PROSPECTUS 975,000 Units Each Unit Consisting of One Share of Common Stock and One Warrant to Purchase One Share of Common Stock This is an initial public offering of units of our securities at a public offering price of $4.00 per unit. Each ?Unit? consists of one share of our common stock and one warrant (each, a ?Warrant? and collectiv

NEOVOLTA, INC. 13651 Danielson Street, Suite A Poway, CA 92064 July 25, 2022

NEOVOLTA, INC. 13651 Danielson Street, Suite A Poway, CA 92064 July 25, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance Washington, DC 20549 Attention: Thomas Jones Re: NeoVolta, Inc. Registration Statement on Form S-1 Registration No. 333-264275 Ladies and Gentlemen: Pursuant to Rule 461 of the Securities Act of 1933, as amended, NeoVolta, Inc., a Nevada corpo

July 25, 2022

CORRESP 1 filename1.htm July 25, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: NeoVolta, Inc. Registration Statement on Form S-1, as amended Filed April 13, 2022 File No. 333-264275 Ladies and Gentlemen: As the underwriter of the proposed offering of NeoVolta, Inc. (the “Company”), we hereby join the Company’s r

Form 8-A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 NEOVOLTA, INC. (Exact name of registrant as specified in its charter) Nevada 82-5299263 (State of incorporation or organization) (I.R.S. Employer Identification No.) 13651 Danielson Street, Suite

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 (Amendment No. 8) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEOVOLTA, INC. (Exact name of registrant as specified in its charter) Nevada 3690 82-5299263 (S

As filed with the Securities and Exchange Commission on July 11, 2022. Registration No. 333-264275 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 (Amendment No. 8) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEOVOLTA, INC. (Exact name of registrant as specified in its charter) Nevada 3690 82-5299263 (State or other jurisdiction of (Primary Standard Ind

Calculation of Filing Fee Tables FORM S-1 (Form Type) NEOVOLTA, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title(1) Fee Calculation or Carry Forward Rule Amount Regist

EX-FILING FEES 5 neovex107.htm FILING FEE TABLE Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) NEOVOLTA, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title(1) Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Rate

NEOVOLTA, INC. CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS Warrant Agent Warrant Agency Agreement Dated as of [__], 2022

NEOVOLTA, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS Warrant Agent Warrant Agency Agreement Dated as of [], 2022 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of [], 2022 (?Agreement?), between NeoVolta, Inc., a corporation organized under the laws of the State of Nevada (the ?Company?), and Continental Stock Transfer & Trust Company (the ?Warrant Agent?). W I T N E S S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 (Amendment No. 7) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEOVOLTA, INC. (Exact name of registrant as specified in its charter) Nevada 3690 82-5299263 (S

As filed with the Securities and Exchange Commission on July 6, 2022. Registration No. 333-264275 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 (Amendment No. 7) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEOVOLTA, INC. (Exact name of registrant as specified in its charter) Nevada 3690 82-5299263 (State or other jurisdiction of (Primary Standard Indu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 (Amendment No. 6) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEOVOLTA, INC. (Exact name of registrant as specified in its charter) Nevada 3690 82-5299263 (S

As filed with the Securities and Exchange Commission on June 27, 2022. Registration No. 333-264275 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 (Amendment No. 6) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEOVOLTA, INC. (Exact name of registrant as specified in its charter) Nevada 3690 82-5299263 (State or other jurisdiction of (Primary Standard Ind

NEOVOLTA, INC. CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS Warrant Agent Warrant Agency Agreement Dated as of [__], 2022

NEOVOLTA, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS Warrant Agent Warrant Agency Agreement Dated as of [], 2022 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of [], 2022 (?Agreement?), between NeoVolta, Inc., a corporation organized under the laws of the State of Nevada (the ?Company?), and Continental Stock Transfer & Trust Company (the ?Warrant Agent?). W I T N E S S

June 27, 2022

June 27, 2022 ArentFox Schiff LLP 901 K Street NW Suite 700 Washington, DC 20006 202.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 (Amendment No. 5) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEOVOLTA, INC. (Exact name of registrant as specified in its charter) Nevada 3690 82-5299263 (S

As filed with the Securities and Exchange Commission on June 23, 2022. Registration No. 333-264275 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 (Amendment No. 5) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEOVOLTA, INC. (Exact name of registrant as specified in its charter) Nevada 3690 82-5299263 (State or other jurisdiction of (Primary Standard Ind

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 (Amendment No. 4) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEOVOLTA, INC. (Exact name of registrant as specified in its charter) Nevada 3690 82-5299263 (S

As filed with the Securities and Exchange Commission on June 23, 2022. Registration No. 333-264275 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 (Amendment No. 4) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEOVOLTA, INC. (Exact name of registrant as specified in its charter) Nevada 3690 82-5299263 (State or other jurisdiction of (Primary Standard Ind

* * *

CORRESP 1 filename1.htm June 13, 2022 ArentFox Schiff LLP 901 K Street NW Suite 700 Washington, DC 20006 202.857.6000 MAIN 202.857.6395 FAX afslaw.com By EDGAR Submission Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Thomas Jones Re: NeoVolta Inc. Amendment No. 3 to Registration Statement on Form S-1 Filed June 3, 2022 File

Calculation of Filing Fee Tables FORM S-1 (Form Type) NEOVOLTA, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title(1) Fee Calculation or Carry Forward Rule Amount Regist

EX-FILING FEES 4 neovex1071.htm FILING FEE TABLE Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) NEOVOLTA, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title(1) Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Rat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 (Amendment No. 3) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEOVOLTA, INC. (Exact name of registrant as specified in its charter) Nevada 3690 82-5299263 (S

As filed with the Securities and Exchange Commission on June 3, 2022. Registration No. 333-264275 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 (Amendment No. 3) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEOVOLTA, INC. (Exact name of registrant as specified in its charter) Nevada 3690 82-5299263 (State or other jurisdiction of (Primary Standard Indu

Form of Underwriting Agreement

SHARES OF COMMON STOCK AND WARRANTS TO PURCHASE SHARES OF COMMON STOCK OF NEOVOLTA, INC.

May 20, 2022

CORRESP 1 filename1.htm May 20, 2022 ArentFox Schiff LLP 901 K Street NW Suite 700 Washington, DC 20006 202.857.6000 MAIN 202.857.6395 FAX afslaw.com BY EDGAR SUBMISSION Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Thomas Jones Re: NeoVolta Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed May 4, 2022 File No

NEOVOLTA, INC. CODE OF ETHICS

EX-14.1 8 neovex141.htm CODE OF ETHICS NEOVOLTA, INC. CODE OF ETHICS Introduction NeoVolta, Inc. and each of its subsidiaries, if any, (collectively, the “Company”) are committed to the highest standards of ethics and business conduct. The Company conducts its business as a good corporate citizen and complies with all laws, rules and regulations applicable to it or the conduct of its business. Thi

Form of Common Stock Purchase Warrant issued in July 2022 offering

EX-4.3 4 neovex43.htm FORM OF COMMON STOCK PURCHASE WARRANT COMMON STOCK PURCHASE WARRANT NEOVOLTA, INC. Warrant Shares: [ ] Initial Exercise Date: [ ], 2022 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any ti

Second Amended and Restated Bylaws of NeoVolta, Inc.

NEOVOLTA, INC. SECOND AMENDED AND RESTATED BYLAWS ARTICLE I-OFFICES Section 1.01Registered Office. The corporation shall maintain in the State of Nevada a registered office and a registered agent whose business office is identical with such registered office. Section 1.02Locations of Offices. The corporation may also have offices at such other places both within and without the state of Nevada as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 (Amendment No. 2) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEOVOLTA, INC. (Exact name of registrant as specified in its charter) Nevada 3690 82-5299263 (S

As filed with the Securities and Exchange Commission on May 20, 2022. Registration No. 333-264275 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 (Amendment No. 2) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEOVOLTA, INC. (Exact name of registrant as specified in its charter) Nevada 3690 82-5299263 (State or other jurisdiction of (Primary Standard Indu

Form of Warrant Agent Agreement dated July 27, 2022

NEOVOLTA, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent Warrant Agency Agreement Dated as of [], 2022 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of [], 2022 (?Agreement?), between NeoVolta, Inc., a corporation organized under the laws of the State of Nevada (the ?Company?), and Continental Stock Transfer & Trust Company (the ?Warrant Agent?). W I T N E S S

Form of Underwriter’s Warrant issued in July 2022 offering

EX-4.5 6 neovex45.htm FORM OF UNDERWRITER'S WARRANT REPRESENTATIVE’S PURCHASE WARRANT NEOVOLTA, INC. Warrant Shares: [] Original Issuance Date: [] Initial Exercise Date: [] This REPRESENTATIVE’S PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Maxim Partners LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 (Amendment No. 1) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEOVOLTA, INC. (Exact name of registrant as specified in its charter) Nevada 3690 82-5299263 (S

S-1/A 1 neovs1a.htm AMENDMENT NO. 1 As filed with the Securities and Exchange Commission on May 4, 2022. Registration No. 333-264275 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 (Amendment No. 1) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEOVOLTA, INC. (Exact name of registrant as specified in its charter) Nevada 3690 82-5299263 (State or other jur

May 4, 2022

May 4, 2022 ArentFox Schiff LLP 901 K Street NW Suite 700 Washington, DC 20006 202.

CONSENT OF SUSAN SNOW

CONSENT OF SUSAN SNOW In connection with the filing by NeoVolta, Inc. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors for NeoVolta, Inc. in the Registration Statement and any an

Consent to Sublease dated August 16, 2021 between NeoVolta, Inc. and ConnectPV, Inc.

EX-10.9 5 neovex109.htm CONSENT TO SUBLEASE DATED AUGUST 16, 2021 BETWEEN NEOVOLTA, INC. AND CONNECTPV, INC. CONSENT TO SUBLEASE This Consent to Sublease (“Consent”) is dated for reference purposes the 16th day of August 2021 and is entered into by and among ConnectPV, Inc. (“Tenant”), NeoVolta Inc. (“Subtenant”) and The Realty Associates Fund XI Portfolio, L.P. (“Landlord”), with reference to the

CONSENT OF JOHN HASS

EX-99.2 10 neovex992.htm CONSENT OF JOHN HASS CONSENT OF JOHN HASS In connection with the filing by NeoVolta, Inc. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors for NeoVolta,

Independent Director Agreement, dated April 11, 2022, by and between NeoVolta, Inc. and Susan Snow

THIS AGREEMENT (the ?Agreement?) is made effective upon NeoVolta?s Common Stock becoming listed on the Nasdaq Stock Market, and is by and between NeoVolta, Inc.

NEOVOLTA, INC. 6% UNSECURED CONVERTIBLE PROMISSORY NOTE $_________ _____________, 2021

THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?) SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER NOR IS IN VIOLATION OF ANY APPLICABLE STATE SECURITIES LAWS.

Calculation of Filing Fee Tables FORM S-1 (Form Type) NEOVOLTA, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title(1) Fee Calculation or Carry Forward Rule Amount Regist

EX-FILING FEES 11 neovex1071.htm FILING FEE TABLE Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) NEOVOLTA, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title(1) Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Ra

Independent Director Agreement, dated April 7, 2022, by and between NeoVolta, Inc. and John Hass

THIS AGREEMENT (the ?Agreement?) is made effective upon NeoVolta?s Common Stock becoming listed on the Nasdaq Stock Market, and is by and between NeoVolta, Inc.

Exclusive Supply Agreement, effective as of August 30, 2021, by and between NeoVolta, Inc. and NingBo Deye Inverter Technology Co, Ltd.

Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential.

Distribution Agreement, dated as of October 7, 2019, between NeoVolta, Inc. and PMP Energy, LLC

Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEOVOLTA, INC. (Exact name of registrant as specified in its charter) Nevada 3690 82-5299263 (State or other juri

As filed with the Securities and Exchange Commission on April 13, 2022. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEOVOLTA, INC. (Exact name of registrant as specified in its charter) Nevada 3690 82-5299263 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employe

Employment Agreement between NeoVolta, Inc. and Steve Bond dated February 23, 2022

EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of March 1, 2022 (the “Effective Date”), by and between NeoVolta Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-SA ☒ Semi-annual Report Pursuant to Regulation A ☐ Special Financial Report Pursuant to Regulation A For the fiscal semi-annual period ended December 31, 2021 NEOVOLTA, IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-SA ☒ Semi-annual Report Pursuant to Regulation A Or ☐ Special Financial Report Pursuant to Regulation A For the fiscal semi-annual period ended December 31, 2021 NEOVOLTA, INC. (Exact Name of Registrant as specified in its charter) Nevada 82-5299263 (State or other jurisdiction of incorporation) (IRS Employer Identifica

NEOVOLTA, INC. 6% UNSECURED CONVERTIBLE PROMISSORY NOTE $_________ _____________, 2021

THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER NOR IS IN VIOLATION OF ANY APPLICABLE STATE SECURITIES LAWS.

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of April 1, 2022 (the “Effective Date”), by and between NeoVolta Inc.

NEOVOLTA, INC. 6% UNSECURED CONVERTIBLE PROMISSORY NOTE $_________ _____________, 2021

EX-4.6 2 filename2.htm THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQU

EMPLOYMENT AGREEMENT

EX-10.5 3 filename3.htm EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of April 1, 2022 (the “Effective Date”), by and between NeoVolta Inc., a Nevada corporation (the “Company”), with its principal place of business located at 13651 Danielson Street, Suite A, Poway CA 92064 and Brent Willson (“Executive”), and the Company and the Executive collectively referre

EMPLOYMENT AGREEMENT

EX-10.6 4 filename4.htm EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of March 1, 2022 (the “Effective Date”), by and between NeoVolta Inc., a Nevada corporation (the “Company”), with its principal place of business located at 13651 Danielson Street, Suite A, Poway CA 92064 and Steve Bond (“Executive”), and the Company and the Executive collectively referred t

EXCLUSIVE SUPPLY AGREEMENT

Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential.

CONSENT TO SUBLEASE

EX-10.9 7 filename7.htm CONSENT TO SUBLEASE This Consent to Sublease (“Consent”) is dated for reference purposes the 16th day of August 2021 and is entered into by and among ConnectPV, Inc. (“Tenant”), NeoVolta Inc. (“Subtenant”) and The Realty Associates Fund XI Portfolio, L.P. (“Landlord”), with reference to the following recitals: RECITALS A. Landlord and Tenant are the parties to that certain

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEOVOLTA, INC. (Exact name of registrant as specified in its charter) Nevada 3690 82-5299263 (State or other juri

DRS/A 1 filename1.htm As confidentially submitted to the Securities and Exchange Commission pursuant to Section 106(a) of the Jumpstart Our Business Startups Act of 2012 on March 17, 2022. This Amendment No. 1 to the draft registration statement has not been publicly filed with the SEC and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCH

Distribution Agreement

EX-10.7 5 filename5.htm Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”. Distribution Agreement This Distribution Agreement (this “Agreement”) (Reference Number NVI001

March 17, 2022

DRSLTR 1 filename1.htm March 17, 2022 ArentFox Schiff LLP 901 K Street NW Suite 700 Washington, DC 20006 202.857.6000 MAIN 202.857.6395 FAX afslaw.com BY EDGAR SUBMISSION Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Thomas Jones Re: NeoVolta Inc. Draft Registration Statement on Form S-1 Submitted January 21, 2022 CIK No. 00

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEOVOLTA INC. (Exact name of registrant as specified in its charter) Nevada 3690 82-5299263 (State or other juris

DRS 1 filename1.htm As confidentially submitted to the Securities and Exchange Commission pursuant to Section 106(a) of the Jumpstart Our Business Startups Act of 2012 on January 21, 2022. This draft registration statement has not been publicly filed with the SEC and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-K ANNUAL REPORT PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933 For the fiscal year ended June 30, 2021 NEOVOLTA INC. (Exact Name of Registrant as specified in its

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-K ANNUAL REPORT PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933 For the fiscal year ended June 30, 2021 NEOVOLTA INC. (Exact Name of Registrant as specified in its charter) Nevada 82-5299263 (State or other jurisdiction of incorporation) (IRS Employer Identification Number) 13651 Danielson Street, Suite A, Poway,

- SEMI-ANNUAL REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-SA [X] Semi-annual Report Pursuant to Regulation A Or [ ] Special Financial Report Pursuant to Regulation A For the fiscal semi-annual period ended December 31, 2020 NEOVOLTA, INC. (Exact Name of Registrant as specified in its charter) Nevada 82-5299263 (State or other jurisdiction of incorporation) (IRS Employer Identi

- ANNUAL REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-K ANNUAL REPORT PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933 For the fiscal year ended June 30, 2020 NEOVOLTA INC. (Exact Name of Registrant as specified in its charter) Nevada 82-5299263 (State or other jurisdiction of incorporation) (IRS Employer Identification Number) 13370 Kirkham Way Poway, CA 92064 (Addr

Amended and Restated Independent Contractor Agreement between NeoVolta, Inc. and Steve Bond dated October 4, 2021

AMENDED AND RESTATED INDEPENDENT CONTRACTOR AGREEMENT This second Amended and Restated Independent Contractor Agreement (this “Agreement”) is effective as of June 1, 2020 (the “Effective Date” ) between Neo Volta Inc.

Amended and Restated Independent Contractor Agreement between NeoVolta, Inc. and Canmore International Inc. dated January 1, 2020

AMENDED AND RESTATED INDEPENDENT CONTRACTOR AGREEMENT This second Amended and Restated Independent Contractor Agreement (this “Agreement”) is effective as of June I, 2020 (the “Effective Date”) between NeoVolta Inc.

NEOV / NeoVolta Inc 1-SA - - SEMI-ANNUAL REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-SA [X] Semi-annual Report Pursuant to Regulation A Or [ ] Special Financial Report Pursuant to Regulation A For the fiscal semi-annual period ended December 31, 2019 NEOVOLTA, INC. (Exact Name of Registrant as specified in its charter) Nevada 82-5299263 (State or other jurisdiction of incorporation) (IRS Employer Identi

AMENDMENT TO PROMISSORY NOTE

AMENDMENT TO PROMISSORY NOTE This amendment (“Amendment”), dated as of the date set forth below, is to that certain 12% Convertible Note dated [, 2018] (the “Note”), by and among NeoVolta, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-K ANNUAL REPORT PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933 For the fiscal year ended June 30, 2019 NEOVOLTA INC. (Exact Name of Registrant as specified in its

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-K ANNUAL REPORT PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933 For the fiscal year ended June 30, 2019 NEOVOLTA INC. (Exact Name of Registrant as specified in its charter) Nevada 82-5299263 (State or other jurisdiction of incorporation) (IRS Employer Identification Number) 13370 Kirkham Way Poway, CA 92064 (Addr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-SA [ ] Semi-annual Report Pursuant to Regulation A [X] Special Financial Report Pursuant to Regulation A For the fiscal semi-annual period ended December 31, 2018 NEOVOLTA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-SA [ ] Semi-annual Report Pursuant to Regulation A Or [X] Special Financial Report Pursuant to Regulation A For the fiscal semi-annual period ended December 31, 2018 NEOVOLTA, INC. (Exact Name of Registrant as specified in its charter) Nevada 82-5299263 (State or other jurisdiction of incorporation) (IRS Employer Identi

NeoVolta, Inc. Up to 3,500,000 shares

Offering Circular Filed pursuant to Rule 253(g)(2) File no. 024-10942 NeoVolta, Inc. Up to 3,500,000 shares We are offering up to 3,500,000 shares of common stock at a purchase price of $1.00 per share on a ?best efforts? basis. There is no minimum offering. We expect to commence the offer and sale of the shares as of the date on which the offering statement of which this Offering Circular is a pa

NeoVolta, Inc. 7660-H Fay Avenue, #359 La Jolla, California 92037

NeoVolta, Inc. 7660-H Fay Avenue, #359 La Jolla, California 92037 March 22, 2019 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Washington, D.C. 20549 Re: NeoVolta Inc. Offering Statement on Form 1-A (?Offering Statement?) File No.: 024-10942 Ladies and Gentlemen: Pursuant to Rule 252(e) of the Securities Act of 1933, as amended (the ?Act?), NeoVolta, Inc., a Nevada c

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the inclusion in this Preliminary Offering Circular constituting a part of this Offering Statement on Form 1-A (Amendment No.

Preliminary Offering Circular Subject to Completion. Dated March 21, 2019 NeoVolta, Inc. Up to 3,500,000 shares

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

March 18, 2019

March 18, 2019 NeoVolta, Inc. 7660-H Fay Avenue, #359 La Jolla, California 92037 Re: NeoVolta, Inc., Offering Statement on Form 1-A Ladies and Gentlemen: We have acted as special counsel to NeoVolta, Inc., a Nevada corporation (the ?Company?), in connection with the filing of the above referenced Offering Statement (as amended from time to time, the ?Offering Statement?) under Regulation A of the

March 21, 2019

100 N. 18TH STREET SUITE 300 PHILADELPHIA, PA 19103 t 202.778.6400 f 202.778.6460 Cavas S. Pavri 202.724.6847 [email protected] www.schiffhardin.com March 21, 2019 BY EDGAR SUBMISSION Securities and Exchange Commission Division of Corporation Finance Office of Electronics and Machinery 100 F Street, N.E. Washington, D.C. 20549 Attention: Caleb French Re: NeoVolta Inc. Amendment No. 2 to Offe

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the inclusion in this Preliminary Offering Circular constituting a part of this Offering Statement on Form 1-A (Amendment No.

March 11, 2019

March 11, 2019 NeoVolta, Inc. 7660-H Fay Avenue, #359 La Jolla, California 92037 Re: NeoVolta, Inc., Offering Statement on Form 1-A Ladies and Gentlemen: We have acted as special counsel to NeoVolta, Inc., a Nevada corporation (the ?Company?), in connection with the filing of the above referenced Offering Statement (as amended from time to time, the ?Offering Statement?) under Regulation A of the

Preliminary Offering Circular Subject to Completion. Dated March 11, 2019 NeoVolta, Inc. Up to 3,500,000 shares

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

ESCROW AGREEMENT

ESCROW AGREEMENT This ESCROW AGREEMENT (this ?Agreement?) made as of , 2019, by and among NeoVolta, Inc.

February 22, 2019

100 N. 18TH STREET SUITE 300 PHILADELPHIA, PA 19103 t 202.778.6400 f 202.778.6460 Cavas S. Pavri 202.724.6847 [email protected] www.schiffhardin.com February 22, 2019 BY EDGAR SUBMISSION Securities and Exchange Commission Division of Corporation Finance Office of Electronics and Machinery 100 F Street, N.E. Washington, D.C. 20549 Attention: Caleb French Re: NeoVolta Inc. Offering Statement o

TESTING THE WATERS MATERIAL

Preliminary Offering Circular Subject to Completion. Dated February 22, 2019 NeoVolta, Inc. Up to 3,500,000 shares

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

NeoVolta, Inc. 2019 Stock Plan (incorporated by reference to exhibit 6.4 of the Company’s Form 1-A

NEOVOLTA, INC. 2019 STOCK PLAN (Adopted as of February 21, 2019) Section 1. Establishment and Purpose. 1.1 The Board of Directors of NeoVolta, Inc. (the ?Company?) hereby establishes the NeoVolta, Inc. 2019 Stock Plan (the ?Plan?) effective as of February 21, 2019, subject to approval by the Company?s stockholders within one year of the date hereof. 1.2 The purpose of the Plan is to attract and re

SUBSCRIPTION AGREEMENT

SUBSCRIPTION AGREEMENT THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT THE MARKET FOR SUCH INVESTMENT MAY BE LIMITED AND SPORADIC AND IS EXPECTED TO CONTINUE TO BE LIMITED AND SPORADIC FOR AN IND

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the inclusion in this Preliminary Offering Circular constituting a part of this Offering Statement on Form 1-A (Amendment No.

Amended and Restated Articles of Incorporation of NeoVolta, Inc.

AMENDED AND RESTATED ARTICLES OF INCORPORATION OF NEOVOLTA, INC. Pursuant to NRS 78.403 under Nevada General Corporation Law (Title 7, Chapter 78 of the Nevada Revised Statutes), NeoVolta, Inc., a Nevada corporation (the ?Corporation?), hereby amends and restates its Articles of Incorporation as follows: ARTICLE I NAME The name of the corporation shall be NeoVolta, Inc. (the ?Corporation?). ARTICL

Amended and Restated Bylaws of NeoVolta, Inc.

NEOVOLTA, INC. AMENDED AND RESTATED BYLAWS ARTICLE I-OFFICES Section 1.01 Registered Office. The corporation shall maintain in the State of Nevada a registered office and a registered agent whose business office is identical with such registered office. Section 1.02 Locations of Offices. The corporation may also have offices at such other places both within and without the state of Nevada as the b

AMENDED AND RESTATED INDEPENDENT CONTRACTOR AGREEMENT

AMENDED AND RESTATED INDEPENDENT CONTRACTOR AGREEMENT This Amended and Restated Independent Contractor Agreement (this “Agreement”) is effective as of January 1, 2019 (the “Effective Date”) between NeoVolta Inc.

Employment Agreement between NeoVolta, Inc. and Brent Willson dated January 1, 2019

EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the ?Agreement?) is entered into as of January 1, 2019 (the ?Effective Date?), by and between NeoVolta Inc.

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the inclusion in this Preliminary Offering Circular constituting a part of this Offering Statement on Form 1-A (Amendment No.

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December 7, 2018 BY EDGAR SUBMISSION Securities and Exchange Commission Division of Corporation Finance Office of Electronics and Machinery 100 F Street, N.

Preliminary Offering Circular Subject to Completion. Dated January 29, 2019 NeoVolta, Inc. Up to 3,000,000 shares

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

AMENDED AND RESTATED INDEPENDENT CONTRACTOR AGREEMENT

AMENDED AND RESTATED INDEPENDENT CONTRACTOR AGREEMENT This Amended and Restated Independent Contractor Agreement (this “Agreement”) is effective as of January 1, 2019 (the “Effective Date”) between NeoVolta Inc.

SUBSCRIPTION AGREEMENT

SUBSCRIPTION AGREEMENT THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT THE MARKET FOR SUCH INVESTMENT MAY BE LIMITED AND SPORADIC AND IS EXPECTED TO CONTINUE TO BE LIMITED AND SPORADIC FOR AN IND

January 29, 2019

100 N. 18TH STREET SUITE 300 PHILADELPHIA, PA 19103 t 202.778.6400 f 202.778.6460 Cavas S. Pavri 202.724.6847 [email protected] www.schiffhardin.com January 29, 2019 BY EDGAR SUBMISSION Securities and Exchange Commission Division of Corporation Finance Office of Electronics and Machinery 100 F Street, N.E. Washington, D.C. 20549 Attention: Caleb French Re: NeoVolta Inc. Amendment No. 1 to Dr

Preliminary Offering Circular Subject to Completion. Dated _____, 2018 NeoVolta, Inc. Minimum offering of ______ shares / Maximum offering of ______ shares

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the inclusion in this Preliminary Offering Circular constituting a part of this Offering Statement on Form 1-A (Amendment No. 1) of our report dated October 10, 2018 with respect to the audited financial statements of NeoVolta, Inc. for the period from March 5, 2018 (inception) to June 30, 2018. Our report contains

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December 7, 2018 BY EDGAR SUBMISSION Securities and Exchange Commission Division of Corporation Finance Office of Electronics and Machinery 100 F Street, N.

FORM OF CONVERTIBLE PROMISSORY NOTE

Exhibit 3.1 NeoVolta, Inc. $ FORM OF CONVERTIBLE PROMISSORY NOTE (Holder) THIS NOTE (the "Note") is a duly authorized Convertible Note of NeoVolta, Inc., a Nevada corporation (the "Company"). THIS NOTE arises from the conversion of certain debts in the amount of $ (USD) owed to (Holder) (the “Holder”) and accrued on the Company’s books and records. FOR VALUE RECEIVED, the Company therefore promise

INDEPENDENT CONTRACTOR AGREEMENT

Exhibit 6.2 INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (this "Agreement") is effective as of May 1,2018 (the "Effective Date") between NeoVolta Inc., a Nevada corporation, with its principal place of business located at 7660-H Fay Avenue #359, La Jolla, CA 92037, and any and all of its successors, assigns, affiliates, and subsidiaries, (the "Company") and Steve Bond, an

INDEPENDENT CONTRACTOR AGREEMENT

Exhibit 6.1 INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (this "Agreement") is effective as of May 1,2018 (the "Effective Date") between NeoVolta Inc., a Nevada corporation, with its principal place of business located at 7660-H Fay Avenue #359, La Jolla, CA 92037, and any and all of its successors, assigns, affiliates, and subsidiaries, (the "Company") and Canmore Intern

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the inclusion in this Registration Statement on Form 1-A of our report dated October 10, 2018 with respect to the audited balance sheet of NeoVolta Inc. as of June 30, 2018 and the related statements of operations, stockholders’ deficit and cash flows for the period from March 5, 2018 (inception) to June 30, 2018.

Preliminary Offering Circular Subject to Completion. Dated _____, 2018 NeoVolta, Inc. Minimum offering of ______ shares / Maximum offering of ______ shares

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.