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
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.
Item 9.01 Financial Statements and 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 Press release dated July 27, 2022 99.2 Press release dated August 1, 2022
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