Introduction

This information should be read in conjunction with the interim unaudited financial statements and the notes thereto included in this Quarterly Report on Form 10-Q, and the audited financial statements and notes thereto and "Part II. Other Information - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations", contained in our Annual Report on Form 10-K for the year ended June 30, 2022, filed with the Securities and Exchange Commission on September 27, 2022 (the "Annual Report").

Certain capitalized terms used below and otherwise defined below, have the meanings given to such terms in the footnotes to our unaudited financial statements included above under "Part I - Financial Information" - "Item 1. Financial Statements".

Unless the context requires otherwise, references to the "Company," "we," "us," "our," "NEOV", refer specifically to NeoVolta, Inc.

In addition, unless the context otherwise requires and for the purposes of this Report only:





  · "Exchange Act" refers to the Securities Exchange Act of 1934, as amended;

  · "SEC" or the "Commission" refers to the United States Securities and Exchange
    Commission; and

  · "Securities Act" refers to the Securities Act of 1933, as amended.




Overview

We are a designer, manufacturer, and seller of high-end Energy Storage Systems (or ESS), primarily our NeoVolta NV14 and NV 24, which can store and use energy via batteries and an inverter at residential or commercial sites. We were founded to identify new ways to leverage emerging technologies with the dynamic changes that are taking place in the energy delivery space. We primarily market and sell our products directly to our certified solar installers and solar equipment distributors. We also are also pursuing agreements with residential developers, commercial developers, and other commercial opportunities. Because we are purely dedicated to energy solar systems, virtually of our current resources and efforts go into further developing our flagship NV14 and NV 24 products, while focusing on specific industry needs for our next generation of products. We believe we are unique in the marketplace due to our low cost, our innovative battery chemistry, our product versatility and our commitment to installer service. Because of these factors, we believe NeoVolta is uniquely equipped to establish itself as a major player in the energy storage market.

In May 2019, we completed a public offering of shares of our common stock pursuant to Regulation A of the Securities Act (the "IPO"). The IPO was for a total of 3,500,000 shares of our common stock at an offering price of $1.00 per share. We used the proceeds of the IPO to ramp up production, marketing, and sales of our NV14 product line. In that regard, we have used the proceeds from the offering to fund the marketing, production and distribution of our products, which commenced in July 2019 through a group of wholesale customers in California, as well as to provide additional working capital for other corporate purposes. We have expanded to include one wholesale distribution customer in Nevada. As of the current date, we have had successful installations of our products in the additional States of Arizona, Nevada, Georgia, Utah, Florida, Puerto Rico, Oklahoma, Texas, Colorado, Wyoming, Tennessee, and Missouri.

As further discussed below under "Underwritten Public Offering," we completed an underwritten public offering of our equity securities in the form of Units in August 2022. We sold a total of 1,121,250 Units in the offering at an offering price to the public of $4.00 per Unit. The gross proceeds of the offering were $4,485,000 and the net proceeds, after deduction of underwriting discounts and other offering costs, were approximately $3,780,000. We are using the proceeds of this public offering to increase our current production capacity, expand our product portfolio, enlarge our product marketing and sales efforts, and for other general corporate purposes.









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Underwritten Public Offering

In early August 2022, we completed an underwritten public offering of our equity securities in the form of Units with each Unit consisting of one share of common stock and one warrant (the "Warrants") to purchase one share of common stock at an exercise price of $4.00 per share. The shares of common stock and the Warrants comprising the Units were immediately separated at closing of the offering and each is now independently listed on the NASDAQ Capital Market under the symbols "NEOV" and "NEOVW," respectively. Each Warrant became exercisable on the date of issuance and will expire five years from the date of issuance.

Between the initial closing of the offering and the underwriters' exercise of the overallotment option, we sold a total of 1,121,250 Units in the offering at an offering price to the public of $4.00 per Unit. The gross proceeds of the offering, including the underwriters' exercise of the overallotment option, were $4,485,000 and the net proceeds, after deduction of underwriting discounts and other offering costs, were approximately $3,780,000. We are using the proceeds of this public offering to increase our current production capacity, expand our product portfolio, enlarge our product marketing and sales efforts, and for other general corporate purposes.

In conjunction with the public offering, all holders of the Company's 2018 convertible notes in the total amount of $59,251, including accrued interest, converted their debt into a total of 9,404,867 shares of common stock at the stated conversion rate, and all holders of the Company's 2021 convertible notes in the total amount of $1,068,000 converted their debt into a total of 267,000 shares of common stock at the stated conversion rate. As a result of the simultaneous conversion of both sets of convertible notes, the Company has fully eliminated its convertible debt.





Results of Operations

The following discussion reflects the Company's revenues and expenses for the three month periods ended September 30, 2022 and 2021, as reported in our financial statements included in Item 1.

Three months ended September 30, 2022 versus three months ended September 30, 2021

Revenues - Revenues from contracts with customers for the three months ended September 30, 2022 were $1,537,836 compared to $1,599,604 for the three months ended September 30, 2021. Such slight decrease was primarily due to the negative impact of the COVID-19 pandemic on sales of our assembled energy storage systems as well as timing differences in receiving installation orders from our major wholesale dealers and installers operating in California and other states.

Cost of Goods Sold- Cost of goods sold for the three months ended September 30, 2022 were $1,291,960 compared to $1,360,994 for the three months ended September 30, 2021. The cost of goods sold in both periods reflected the cost of procuring and assembling the component parts of the energy storage systems that were sold in each fiscal year and resulted in gross profits on such sales of approximately 16% and 15%, respectively, with the comparative increase largely due to differences with regard to the impact of temporary tariffs on materials we source from China.

General and Administrative Expense - General and administrative expenses for the three months ended September 30, 2022 were $919,428 compared to $356,558 for the three months ended September 30, 2021. Such increase was primarily due to the non-cash stock compensation expense recognized for the amortized value of the restricted stock units granted to our two executive officers in March 2022.

Research and Development Expense - Research and development expenses for three months ended September 30, 2022 were $20,900 compared to $4,253 for three months ended September 30, 2021. Such fluctuation was due to a modest increase in the level of the Company's product development efforts. We expect research and development expense to increase in the future as we improve and expand upon our product portfolio.









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Interest Expense - Interest expense for the three months ended September 30, 2022 was $4,134 compared to $561 for the three months ended September 30, 2021. This increase resulted from the incremental interest accrued on the 2021 convertible notes prior to their conversion in conjunction with the closing of our public offering in August 2022.

Net Loss - Net loss for the three months ended September 30, 2022 was $698,586 compared to $122,762 for the three months ended September 30, 2021, representing the aggregate of the various revenue and expense categories indicated above. The Company has not recognized any income tax benefit for these net losses due to the uncertainty of its ultimate realization.

Liquidity and Capital Resources

Operating activities.Net cash used in operating activities in the three months ended September 30, 2022 was $118,139, compared to $187,520 in the three months ended September 30, 2021, reflecting a modest decrease in net working capital requirements in the current fiscal year period.

Financing activities. Net cash provided by financing activities in the three months ended September 30, 2022 was $3,780,405, compared to zero in the three months ended September 30, 2021. This fluctuation was entirely attributable to the successful completion of an underwritten public offering of our equity securities in early August 2022, as further described below.

We completed an underwritten public offering of our equity securities in the form of Units in early August 2022. Each Unit consisted of one share of common stock and one warrant to purchase one share of common stock at an exercise price of $4.00 per share. We sold a total of 1,121,250 Units in the offering at an offering price to the public of $4.00 per Unit. The gross proceeds of the offering, including the underwriters' exercise of the overallotment option, were $4,485,000 and the net proceeds, after deduction of underwriting discounts and other offering costs, were approximately $3,780,000.

In conjunction with the public offering, all holders of our 2018 convertible notes in the total amount of $59,251, including accrued interest, converted their debt into a total of 9,404,867 shares of common stock at the stated conversion rate, and all holders of our 2021 convertible notes in the total amount of $1,068,000 converted their debt into a total of 267,000 shares of common stock at the stated conversion rate. As a result of the simultaneous conversion of both sets of convertible notes, the Company has fully eliminated its convertible debt.

As of September 30, 2022, we had a cash balance of $4.0 million and net working capital of nearly $7.5 million. Currently, we are generating a roughly break-even level of net operating cash flow from our net sales. However, we have not sustained such performance on a consistent basis for an extended period of time. We anticipate that demand for our products will continue to increase and that we will have sufficient cash to operate for at least the next 12 months, after taking into consideration the underwritten public offering completed in August 2022, as noted above.





Recent Developments

As a result of the continued spread of the COVID-19 coronavirus since early 2020, economic uncertainties have arisen which could impact business operations, supply chains, energy demand, and commodity prices that are beyond our control. In calendar year 2022, we have experienced some negative impact of the COVID-19 pandemic on the sales of our assembled energy storage systems, primarily through a group of wholesale dealers and installers located in California. We continue to monitor COVID-19, but do not believe it will have a material unfavorable impact to our future financial performance at this time.









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Off-Balance Sheet Arrangements

We have no obligations, assets or liabilities which would be considered off-balance sheet arrangements as defined in Item 303 of Regulation S-K.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based on financial statements which have been prepared in accordance with generally accepted accounting principles in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. We believe that certain accounting policies affect our more significant judgments and estimates used in the preparation of our financial statements. See "Note 1. Business and Summary of Significant Accounting Policies" of the Notes to Financial Statements set forth above and under "Item 8. Financial Statements and Supplementary Data" of our Annual Report on Form 10-K for the year ended June 30, 2022, as filed with the SEC on September 27, 2022, for a further description of our critical accounting policies and estimates.

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