NeoVolta Inc美股招股说明书(2026-03-27版)

Up to $30.0 million Common Stock We have entered into a sales agreement with Needham & Company, LLC (“Needham”), acting in its capacity as the sales agent,relating to the offer and sale of shares of our common stock, from time to time, having an aggregate offering price of up to $30.0million. In accordance with the terms of the sales agreement, under this prospectus supplement, we may offer and sell shares of ourcommon stock having an aggregate offering price of up to $30.0 million from time to time through or to Needham acting as our salesagent. Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus may be made in salesdeemed to be “at-the-market” equity offerings as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended,or the Securities Act, including, without limitation, sales made directly on the Nasdaq Capital Market (“Nasdaq”), on any otherexisting trading market for our common stock or to or through a market maker or through an electronic communications network.Needham is not required to sell any specific amount of securities, but will act as our sales agent on a best efforts basis and will usecommercially reasonable efforts to sell on our behalf all of our common stock requested to be sold by us, consistent with its normaltrading and sales practices, on mutually agreed terms between Needham and us. There is no arrangement for funds to be received inany escrow, trust or similar arrangement. Needham will be entitled to compensation at an amount of 3.0% of the gross proceeds from the sale of common stock offeredhereby. In connection with the sale of our common stock on our behalf, Needham may be deemed to be an “underwriter” within themeaning of the Securities Act and the compensation of Needham may be deemed to be underwriting commissions or discounts. Wehave agreed to provide indemnification and contribution to Needham against certain civil liabilities, including liabilities under theSecurities Act or the Securities Exchange Act of 1934, as amended, or the Exchange Act. Our common stock is listed on Nasdaq under the symbol “NEOV.” The last reported sale price of our common stock on March26, 2026, was $4.12 per share. We are a “smaller reporting company” as defined under U.S. federal securities laws and, as such, have elected to comply withreduced public company reporting requirements. Investing in our common stock involves a high degree of risk. You should read this prospectus supplement and theaccompanying prospectus carefully before you make your investment decision. See“Risk Factors”beginning on page S-7 ofthis prospectus supplement, as well as the documents incorporated by reference in this prospectus supplement and theaccompanying prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation tothe contrary is a criminal offense. Needham & Company The date of this prospectus supplement is March 27, 2026 TABLE OF CONTENTS PROSPECTUS SUPPLEMENT Page ABOUT THIS PROSPECTUS SUPPLEMENTSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGRISK FACTORSUSE OF PROCEEDSDIVIDEND POLICYDILUTIONPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND ADDITIONAL INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCE PROSPECTUS ABOUT THIS PROSPECTUSPROSPECTUS SUMMARYRISK FACTORSFORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDESCRIPTION OF COMMON STOCKDESCRIPTION OF PREFERRED STOCKDESCRIPTION OF DEBT SECURITIESDESCRIPTION OF THE WARRANTSDESCRIPTION OF THE PURCHASE CONTRACTSDESCRIPTION OF UNITSPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION BY REFERENCE ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus are part of a registration statement on Form S-3 that we filed withthe U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”),utilizing a “shelf” registration process or continuous offering. Under this shelf registration process, we may, from time to time, offerand sell in one or more offerings any securities described in the accompanying prospectus. This document is in two parts. The first part is this prospectus supplement, which describes the terms of this offering ofsecurities and also adds to and updates information contained in the accompanying prospectus and the documents incorporated byreference into this prospectus supplement and the accompanying prospectus. The second part, the accompanying prospectus, includingthe documents incorporated by reference therein, provides more general information. Generally, when we refer to this prospectus, weare referring to both parts of this document combined. To the extent there is a conflict between th