NeoVolta Inc美股招股说明书(2026-05-27版)

DATED: MAY 27, 2026. Filed Pursuant to Rule 424(b)(5)Registration No. 333-280400 Shares of Common Stock Pre-Funded Warrants to Purchase up to Shares of Common Stock Shares of Common Stock Underlying the Pre-funded Warrants We are offeringshares of our common stock, par value $0.001 per share (the “common stock”), pursuant to thisprospectus supplement and the accompanying prospectus at a public offering price per share of $in a firm commitmentunderwritten offering We are also offering to each purchaser whose purchase of shares of our common stock in this offering would otherwise result inthe purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of theholder, 9.99%) of our outstanding shares of common stock immediately following the consummation of this offering, the opportunityto purchase, if the purchaser so chooses, pre-funded warrants to purchase shares of common stock (the “pre-funded warrants”) in lieuof shares of common stock. Each pre-funded warrant will be exercisable for one share of our common stock. The pre-funded warrantswill be exercisable upon issuance and will expire when exercised in full. The purchase price of each pre-funded warrant will be equalto the price per share of common stock being sold to the public in this offering, minus $0.001, and the exercise price of each pre-funded warrant will be $0.001 per share. For each pre-funded warrant that we sell, the number of shares of our common stock that weare offering will be decreased on a one-for-one basis. This prospectus supplement also relates to the shares of common stock issuableupon the exercise of the pre-funded warrants. Our common stock is listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “NEOV”. On May 26, 2026, the lastreported sale price of our common stock on Nasdaq was $2.76 per share. There is no established public trading market for the pre-funded warrants, and we do not expect a market to develop. In addition, we do not intend to apply for listing of the pre-fundedwarrants on any securities exchange or recognized trading system, however we anticipate that the shares of our common stock to beissued upon exercise of the pre-funded warrants will trade on Nasdaq. Investing in our common stock involves a high degree of risk. See “Risk Factors” on page S-7 of this prospectussupplement and in the documents incorporated by reference into this prospectus supplement and the accompanyingprospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Anyrepresentation to the contrary is a criminal offense. (1)Includes an underwriting discount of 6.0% of the gross proceeds of this offering. This does not include the reimbursement ofcertain expenses of the representative of the several underwriters in this offering (the “representative”) that we have agreed topay. See “Underwriting” beginning on page S-13 of this prospectus supplement for additional information about the expensesfor which we have agreed to reimburse the underwriter in connection with this offering. We have granted the representative a 30-day option to purchase up to an additionalshares of common stock and/or pre-funded warrants to purchase up toshares of common stock, or 15% of the total number of shares of common stock or pre-funded warrants in lieu thereof sold in this offering, solely to cover over-allotments, if any. If the representative exercises the option infull for shares of common stock only, the total underwriting discounts and commissions, payable by us will be $, and the totalproceeds to us, before expenses, will be $. See “Underwriting.” The underwriters expect to deliver the shares of common stock and pre-funded warrants offered hereby on or about May ,2026. Lake Street The date of this prospectus supplement is _____________, 2026. TABLE OF CONTENTS PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTS-1SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSS-3PROSPECTUS SUPPLEMENT SUMMARYS-5THE OFFERINGS-6RISK FACTORSS-7USE OF PROCEEDSS-9DILUTIONS-10DESCRIPTION OF SECURITIES WE ARE OFFERINGS-11UNDERWRITINGS-13LEGAL MATTERSS-16EXPERTSS-16WHERE YOU CAN FIND ADDITIONAL INFORMATIONS-16INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-17 PROSPECTUS ABOUT THIS PROSPECTUS1PROSPECTUS SUMMARY2RISK FACTORS5FORWARD-LOOKING STATEMENTS5USE OF PROCEEDS5DESCRIPTION OF COMMON STOCK6DESCRIPTION OF PREFERRED STOCK8DESCRIPTION OF DEBT SECURITIES8DESCRIPTION OF THE WARRANTS16DESCRIPTION OF THE PURCHASE CONTRACTS17DESCRIPTION OF UNITS18PLAN OF DISTRIBUTION19LEGAL MATTERS22EXPERTS22WHERE YOU CAN FIND MORE INFORMATION22INCORPORATION BY REFERENCE23 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus dated June 28, 2024 are part of a registration statement on Fo