NeoVolta Inc. 8-K

What Happened

• NeoVolta, Inc. announced an underwritten public offering under an underwriting agreement dated May 27, 2026 with Lake Street Capital Markets. On May 29, 2026 the company issued and sold 12,195,122 shares of common stock at $2.05 per share, producing approximately $23.5 million in net proceeds (excluding any exercise of the overallotment option). The underwriters have a 30-day option to buy up to an additional 1,829,268 shares at the same price less commissions.
• Separately, on May 26, 2026 NeoVolta entered a non‑binding letter of intent (LOI) with existing investor Infinite Grid Capital for potential supply of utility-scale battery energy storage systems totaling about 1.1 GWh across three initial opportunities (≈400 MWh in West Texas, ≈400 MWh in Puerto Rico, and ≈300 MWh across PJM). The LOI is non-binding and contains no purchase or delivery obligations until definitive agreements are signed.

Key Details

• Offering size: 12,195,122 Firm Shares at $2.05 per share; net proceeds ≈ $23.5M (before any overallotment exercise).
• Overallotment option: up to 1,829,268 additional shares (30 days).
• Underwriting terms: 6.0% underwriting discount ($0.123 per share) plus reimbursement of underwriters’ out-of-pocket expenses up to $100,000.
• Lock-up: Company and its officers/directors agreed to a customary 60-day lock-up beginning May 27, 2026.
• LOI scope: Non-binding procurement concept for ~1.1 GWh of battery storage across specific U.S. project opportunities; no binding purchase obligations.

Why It Matters

• The company says it will use the offering proceeds to fund joint venture obligations and for working capital and general corporate purposes — providing NeoVolta with immediate cash to support operations and project commitments per the filing.
• The share sale dilutes existing shareholders (12.2M shares issued now, with the potential for additional dilution if the option is exercised). Underwriters’ fees and expenses reduce the net cash benefit.
• The LOI signals potential demand for NeoVolta’s utility-scale products from an existing investor, but it is non-binding — meaningful contracts and revenue would depend on future definitive agreements.
• Insiders are locked up for 60 days, which limits insider selling in the near term.

(Press releases announcing the offering and pricing were furnished with the 8‑K.)