UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| The |
Item 1.01. Entry into a Material Definitive Agreement.
On July 27, 2022, NeoVolta, Inc. (the “Company”) priced an underwritten public offering (“Offering”) of its units (the “Units”), at an offering price of $4.00 per Unit (the “Offering Price”), pursuant to the Company’s registration statement on Form S-1 (File No. 333-264275), as amended (the “Registration Statement”). Each Unit consists of: (a) one share of Company common stock, $0.001 par value per share (the “Common Stock”), and (b) one warrant (the “Warrants”) to purchase one share of Common Stock at an exercise price equal to $4.00 per share, exercisable until the fifth anniversary of the issuance date. On July 27, 2022, in connection with the pricing of the Offering, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Maxim Group LLC, as representative of the underwriters listed on Schedule I thereto (the “Underwriter”), pursuant to which the Company agreed to offer and sell 975,000 Units at the Offering Price. The Underwriters were granted a 45-day option to purchase up to an additional 146,250 Shares of Common Stock and/or Warrants from the Company. The Underwriter partially exercised the foregoing option to purchase an additional 146,250 Warrants. The offering closed and the securities representing the Units were delivered on August 1, 2022.
The Company made certain customary representations, warranties and covenants and agreed to indemnify the Underwriters against (or contribute to the payment of) certain liabilities, including liabilities under the Securities Act of 1933, as amended.
The foregoing description of the Underwriting Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to the full text of, the form of Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1.
This description of the Warrants is qualified in its entirety by reference to the full text of the form of Warrant and Warrant Agent Agreement attached hereto as Exhibits 4.1 and 4.2, respectively, which are hereby incorporated by reference into this Item 1.01.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 27, 2022, Susan Snow and John Hass were appointed to the board of directors of the Company. The board of directors determined that Ms. Snow and Mr. Hass are independent directors within the meaning of applicable SEC and Nasdaq rules. Effective upon their appointment, the board of directors established the following committees: (i) audit committee consisting of Susan Snow (chairperson), John Hass and James Amos; (ii) compensation committee consisting of John Hass (chairperson), James Amos and Susan Snow; and (iii) nominating and governance committee consisting of John Hass (chairperson), Susan Snow and James Amos.
Item 7.01. Regulation FD Disclosure.
On July 27, 2022 and August 1 2022, the Company issued press releases announcing the pricing of the Offering and the closing of the Offering, respectively. In connection with the pricing of the Offering, the Company’s Common Stock and Warrants were listed for trading on The Nasdaq Capital Market under the symbols “NEOV” and “NEOVW,” respectively, beginning on July 28, 2022. Copies of the press releases are furnished as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K.
The information disclosed under this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, is being furnished for informational purposes only and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference in any filing under the Exchange Act, except as expressly set forth by specific reference in such filing.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description of Exhibit | |
| 1.1 | Form of Underwriting Agreement (incorporated by reference to exhibit 1.1 of the Form S-1 file no. 333-264275) | |
| 4.1 | Form of Warrant (incorporated by reference to exhibit 4.3 of the Form S-1 file no. 333-264275) | |
| 4.2 | Form of Warrant Agent Agreement (incorporated by reference to exhibit 4.4 of the Form S-1 file no. 333-264275) | |
| 99.1 | ||
| 99.2 | Press release dated August 1, 2022 |
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, hereunto duly authorized.
| NeoVolta, Inc. | ||
| By | /s/ Steve Bond | |
Steve Bond Chief Financial Officer |
||
Date: August 1, 2022
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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. Each unit issued in the offering consists of one share of common stock and one warrant to purchase one share of common stock at an exercise price of $4.00 and an expiration date of five years from the date of issuance. The common stock and warrants are immediately separable and will be issued separately. The common stock and warrants are expected to begin trading on the Nasdaq Capital Market on July 28, 2022, under the symbols “NEOV” and “NEOVW,” respectively. NeoVolta expects to receive gross proceeds of $3.9 million, before deducting underwriting discounts and commissions and other estimated offering expenses.
NeoVolta has granted the underwriters a 45-day option to purchase up to an additional 146,250 shares of common stock and/or an additional 146,250 warrants at the public offering price to cover over-allotments, if any. The offering is expected to close on August 1, 2022, subject to customary closing conditions.
Maxim Group LLC is acting as sole book-running manager for the offering.
A registration statement on Form S-1 (File No. 333-264275) relating to this offering was filed with the Securities and Exchange Commission (“SEC”) and was declared effective by the SEC on July 27, 2022. The offering and sale of these securities may be made only by means of a prospectus. A final prospectus relating to the offering will be filed with the SEC and will be available on the SEC’s website at http://www.sec.gov. Electronic copies of the final prospectus relating to this offering, when available, may be obtained from Maxim Group LLC, 300 Park Avenue, 16th Floor, New York, New York 10022, at (212) 895-3745.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About NeoVolta:
NeoVolta designs, develops, and manufactures utility-bill reducing residential energy storage systems capable of powering your home even when the grid goes down. With a focus on safer Lithium-Iron Phosphate (LiFe(PO4)) chemistry, the NV14 is equipped with a solar rechargeable 14.4 kWh battery system, a 7,680-Watt inverter and a web-based energy management system with 24/7 monitoring. By storing energy instead of sending it back to the grid, consumers can protect themselves against blackouts, avoid expensive peak demand electricity rates charged by utility companies when solar panels aren’t producing, and get one step closer to grid independence. Customers can expand the NV14’s capacity to an industry-leading 24.0 kWh with the optional NeoVolta NV24 add-on battery. NeoVolta has added generator compatibility and is working on other industry leading improvements that will be announced soon.
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Forward-Looking Statements
Some of the statements in this release are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. Forward-looking statements in this press release include, without limitation, statements relating to the expected trading commencement and closing dates. Although NeoVolta believes that the expectations reflected in such forward-looking statements are reasonable as of the date made, expectations may prove to have been materially different from the results expressed or implied by such forward-looking statements. NeoVolta has attempted to identify forward-looking statements by terminology including ''believes,'' ''estimates,'' ''anticipates,'' ''expects,'' ''plans,'' ''projects,'' ''intends,'' ''potential,'' ''may,'' ''could,'' ''might,'' ''will,'' ''should,'' ''approximately'' or other words that convey uncertainty of future events or outcomes to identify these forward-looking statements. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors, including those discussed under the "Risk Factors" section of the prospectus. Any forward-looking statements contained in this release speak only as of its date. NeoVolta undertakes no obligation to update any forward-looking statements contained in this release to reflect events or circumstances occurring after its date or to reflect the occurrence of unanticipated events.
Contact -
Website: http://www.NeoVolta.com
Office: +1 (800)-364-5464
Email: IR@NeoVolta.com
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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 of $4.00 per unit. Each unit issued in the offering consisted of one share of common stock and one warrant to purchase one share of common stock at an exercise price of $4.00 and an expiration date of five years from the date of issuance. The common stock and warrants were immediately separable and were issued separately. The common stock and warrants began trading on the Nasdaq Capital Market on July 28, 2022, under the symbols “NEOV” and “NEOVW,” respectively.
NeoVolta granted the underwriters a 45-day option to purchase up to an additional 146,250 shares of common stock and/or an additional 146,250 warrants at the public offering price to cover over-allotments, of which Maxim Group LLC has partially exercised its option to purchase such 146,250 warrants to purchase up to 146,250 shares of common stock. Gross proceeds from the offering, before deducting underwriting discounts and commissions and other estimated offering expenses, were $3.9 million, inclusive of the over-allotment.
Maxim Group LLC acted as sole book-running manager for the offering.
The offering was conducted pursuant to the Company's registration statement on Form S-1 (File No. 333-264275), as amended, previously filed with, and subsequently declared effective by, the Securities and Exchange Commission ("SEC") on July 27, 2022. A final prospectus relating to the offering was filed with the SEC and is available on the SEC’s website at http://www.sec.gov. Electronic copies of the final prospectus relating to this offering may be obtained from Maxim Group LLC, 300 Park Avenue, 16th Floor, New York, New York 10022, at (212) 895-3745.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About NeoVolta:
NeoVolta designs, develops, and manufactures utility-bill reducing residential energy storage systems capable of powering your home even when the grid goes down. With a focus on safer Lithium-Iron Phosphate (LiFe(PO4)) chemistry, the NV14 is equipped with a solar rechargeable 14.4 kWh battery system, a 7,680-Watt inverter and a web-based energy management system with 24/7 monitoring. By storing energy instead of sending it back to the grid, consumers can protect themselves against blackouts, avoid expensive peak demand electricity rates charged by utility companies when solar panels aren’t producing, and get one step closer to grid independence. Customers can expand the NV14’s capacity to an industry-leading 24.0 kWh with the optional NeoVolta NV24 add-on battery. NeoVolta has added generator compatibility and is working on other industry leading improvements that will be announced soon.
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Forward-Looking Statements
Some of the statements in this release are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. Although NeoVolta believes that the expectations reflected in such forward-looking statements are reasonable as of the date made, expectations may prove to have been materially different from the results expressed or implied by such forward-looking statements. NeoVolta has attempted to identify forward-looking statements by terminology including ''believes,'' ''estimates,'' ''anticipates,'' ''expects,'' ''plans,'' ''projects,'' ''intends,'' ''potential,'' ''may,'' ''could,'' ''might,'' ''will,'' ''should,'' ''approximately'' or other words that convey uncertainty of future events or outcomes to identify these forward-looking statements. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors, including those discussed under the "Risk Factors" section of the prospectus. Any forward-looking statements contained in this release speak only as of its date. NeoVolta undertakes no obligation to update any forward-looking statements contained in this release to reflect events or circumstances occurring after its date or to reflect the occurrence of unanticipated events.
Contact -
Website: http://www.NeoVolta.com
Office: +1 (800)-364-5464
Email: IR@NeoVolta.com
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