UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 23, 2026
NeoVolta, Inc
(Exact name of registrant as specified in its charter)
| Nevada | 001-41447 |
82-5299263 |
| (State or Other Jurisdiction | (Commission | (I.R.S. Employer |
| of Incorporation) | File Number) | Identification No.) |
12195 Dearborn Place
Poway, CA 92064
(Address of Principal Executive Offices) (Zip Code)
(800) 364-5464
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol (s) | Name of each exchange on which registered |
Common Stock, par value $0.001 per share |
NEOV | The NASDAQ Stock Market LLC |
| Warrants, each warrant exercisable for one share of common stock | NEOVW | The NASDAQ Stock Market LLC |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 23, 2026, NeoVolta, Inc. (the “Company”) entered into RSU Cancellation Agreements (the “Agreement”) with Ardes Johnson, Chief Executive Officer, and Steve Bond, Chief Financial Officer, of the Company, pursuant to which the Company and each of Messrs. Johnson and Bond agreed to cancel certain Restricted Stock Unit Awards (the “RSUs”) previously granted to Messrs. Johnson and Bond under the Company’s 2019 Stock Plan, as amended (the “Plan”) pursuant to which Messrs. Johnson and Bond were entitled to 1,280,000 and 240,000 shares of Company common stock, respectively.
Under the terms of the Agreement, in consideration for the cancellation of the RSUs, the Company agreed to issue new stock option awards in such amount as approved by the Compensation Committee of the Company’s Board of Directors, in accordance with the terms of the Plan. On February 23, 2026, the Company agreed to issue Messrs. Johnson and Bond option awards to purchase 1,880,166 shares and 352,531 shares of Company common stock, respectively, at an exercise price of $3.54 per share (which was the closing price of the Company’s common stock on the date of grant). The number of options issued to Messrs. Johnson and Bond were calculated using a methodology intended to replicate the equivalent value of the cancelled RSUs. The options issued to Mr. Johnson vest as follows: 25% on issuance and 25% on each of April 19, 2026; April 19, 2027; and April 19, 2028, subject to Mr. Johnson’s continued service to the Company on each vesting date, and expire on February 23, 2031. The options issued to Mr. Bond vest as follows: 25% on issuance and 25% on each of February 4, 2027; February 4, 2028; and February 4, 2029, subject to Mr. Bond’s continued service to the Company on each vesting date, and expire on February 23, 2031. The foregoing option awards were granted in accordance with the terms of the Plan.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Exhibit Description | |
| 10.1 | Form of RSU Cancellation Agreement, by and among NeoVolta, Inc. and each of Ardes Johnson and Steve Bond, dated February 23, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 2 |
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NeoVolta, Inc. | ||
| By: | /s/ Steve Bond | |
| Steve Bond | ||
| Chief Financial Officer | ||
Dated: February 25, 2026
| 3 |
Exhibit 10.1
February 23, 2026
Re: RSU Cancellation Agreement
Dear _______:
In consideration of your continuing role with NeoVolta, Inc. (the “Company”) and in exchange for the receipt of option grants as described in Section 2 below, the undersigned (“Grantee”) and the Company are entering into this letter agreement (this “Agreement”) pursuant to which the Grantee and the Company hereby mutually agree to the cancellation of the Restricted Stock Unit Awards set forth on the signature page hereto (the “RSUs”) under the Company’s 2019 Stock Plan, as amended (as amended, the “Plan”), as set forth in that certain Restricted Stock Unit Agreement (together, the “Award Agreement”). The Grantee acknowledges that they have been advised to consult with legal and tax advisors regarding the tax consequences of this cancellation and exchange.
1. Cancelled RSUs. Grantee and the Company mutually agree that the RSUs are hereby cancelled, effective as of the date hereof.
2. Option awards. Grantee and the Company hereby acknowledge that in consideration for the cancellation of the RSUs, the Company intends to issue new option awards to you in such amount as approved by the Compensation Committee of the Company’s Board of Directors, in accordance with the terms of the Plan. Such option awards shall be evidenced by a separate stock option agreement to be executed by the parties.
3. Surrender, Waiver and Release. The parties further acknowledge and agree:
(a) By signing this Agreement below, Grantee acknowledges and agrees that as of the date hereof, that Grantee shall have no rights in or to the RSUs.
(b) Grantee, on behalf of themselves and their heirs, executors, administrators, and assigns, hereby waives all rights and releases all claims against (i) the Company and its successors, (ii) all of the Company’s affiliates and their respective successors, and (iii) officers, directors, employees and other service providers of the Company and its affiliates and their respective successors, in each case, with respect to the RSUs and the Award Agreement.
4. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Company and the Grantee and their respective heirs, executors, administrators, legal representatives, successors and assigns.
5. Entire Agreement. This Agreement, together with the Plan and the option agreement(s) to be entered into pursuant to Section 2, constitutes the full and entire understanding and agreement between the parties with respect to the cancellation and surrender of the RSUs and the issuance of replacement option awards, and supersedes all prior understandings and agreements relating to the RSUs existing between the parties.
6. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Nevada without regard to conflict of law principles thereunder.
7. Section Headings. The section headings of this Agreement are for convenience of reference only and shall not be deemed to alter or affect any provision hereof.
| 1 |
8. Counterparts; Electronic Signature. This Agreement may be signed and/or transmitted in one or more counterparts by facsimile, e-mail of a .PDF, .TIF, .GIF, .JPG or similar attachment or using electronic signature technology (e.g., via DocuSign or similar electronic signature technology), all of which will be considered one and the same agreement and will become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other parties, it being understood that all parties need not sign the same counterpart, and that any such signed electronic record shall be valid and as effective to bind the party so signing as a paper copy bearing such party’s hand-written signature. To the extent a party signs this Agreement using electronic signature technology, by clicking “sign,” “accept,” or similar acknowledgement of acceptance, such party is signing this Agreement electronically, and electronic signatures appearing on this Agreement (or entered as to this Agreement using electronic signature technology) shall be treated, for purposes of validity, enforceability and admissibility, the same as hand-written signatures.
The parties hereby agree to the terms set forth above as of the date first set forth above.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.
| NEOVOLTA, INC. | ||
| By: | ||
| Name: | ||
| Title: | ||
| GRANTEE | ||
List of RSUs subject to cancellation:
| Number of RSUs | Date of Grant | Date of Agreement governing RSU Grant |
| 2 |