NeoVolta Inc美股招股说明书(2026-05-28版)

We are offering 12,195,122 shares 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 $2.05 in a firm commitmentunderwritten offering 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. Investing in our common stock involves a high degree of risk. See “Risk Factors” on page S-6 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. Public offering price (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-10 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 additional 1,829,268 shares of common stock, or 15%of the total number of shares of common stock sold in this offering, solely to cover over-allotments, if any. If the representativeexercises the option in full for shares of common stock, the aggregate underwriting discounts and commissions, payable by us will be$1,724,999.97, and the aggregate proceeds to us, before expenses, will be $27,024,999.53. See “Underwriting.” The underwriters expect to deliver the shares of common stock offered hereby on or about May 29, 2026. Lake Street The date of this prospectus supplement is May 27, 2026. TABLE OF CONTENTS PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTS-1SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSS-2PROSPECTUS SUPPLEMENT SUMMARYS-4THE OFFERINGS-5RISK FACTORSS-6USE OF PROCEEDSS-8DILUTIONS-9DESCRIPTION OF SECURITIES WE ARE OFFERINGS-10UNDERWRITINGS-11LEGAL MATTERSS-15EXPERTSS-15WHERE YOU CAN FIND ADDITIONAL INFORMATIONS-15INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-16 PROSPECTUS Page 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 FormS-3 that we filed with the 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, fromtime to time, offer and 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 the information contained in thisprospectus supplement, on the one hand, and the information contained in the accompanying prospectus or in any documentincorporated by reference that was filed with the SEC before the date of this prospectus supplement, on the other hand, you should relyon the information in this prospectus supplement. If any statement in one of these documents is inconsistent with a statement inanother document having a later date-for example, a document incorporated by reference in the accompanying prospectus-thestatement in the document having the later date modifies or supersedes the earlier statement. We have not, and the underwriters have not, authorized anyone to provide you with any information other than that contained orincorporated by reference in this prospectus supplement, the accompanying prospectus or in any free writing prospectus that we haveauthorized for use