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)

13651 Danielson Street, Suite A

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:

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

Item 1.01 Entry Into a Material Definitive Agreement.

On September 3, 2024, NeoVolta, Inc. (the “Company”) entered into an agreement (the “Agreement”) with National Energy Modelers, Inc. (the “Lender”), a newly formed financing entity, whereby the Company obtained a line of credit for borrowings of up to $5,000,000. Under the Agreement, the Company 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 are made, with the principal and any unpaid accrued interest being due at maturity in September 2026. The Agreement contain standard and customary events of defaults (each, an “Event of Default”), including but not limited: (i) the failure to pay to the Lender any amounts when due; (ii) the breach of any covenants or any representations made in the Agreement; and (iii) the bankruptcy or insolvency of the Company. Upon an Event of Default, all principal outstanding and any unpaid interest will immediately become due and payable. In order to secure such borrowings, the Company has granted a security interest in all of its assets to the Lender. As a condition of receiving this line of credit from the Lender, the Company agreed not to issue any securities pursuant to the Company’s Form S-3 (file number 333-280400), without the Lender’s consent, so long as any borrowings remain outstanding.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which is attached hereto as Exhibit 10.1, and is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information in Item 1.01 is incorporated herein by reference.

(d)       Exhibits.

SIGNATURE

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

Dated: September 4, 2024