Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On October 1, 2025, NeoVolta, Inc., a Nevada corporation ("NeoVolta"), entered into an Asset Purchase Agreement (the "Agreement") with Neubau Energy Inc., a Delaware corporation ("Seller" or "Neubau Energy"), and the shareholders of Seller (collectively, the "Shareholders"). Pursuant to the Agreement, NeoVolta acquired certain assets of Seller (the "Acquired Assets"), as set forth in the Agreement and related exhibits, on a cash-free, debt-free basis. The transaction is expected to close on or before October 15, 2025 and is intended to qualify as a tax-free reorganization under Section 368(a)(1)(C) of the Internal Revenue Code.

Under the terms of the Agreement, the consideration to be paid by NeoVolta at closing consists of (i) $500,000 in cash, of which $100,000 will be paid to Seller and $400,000 will be distributed to the Shareholders pro rata based on their respective ownership percentages in Seller, and (ii) 200,000 shares of NeoVolta common stock, also distributed to the Shareholders pro rata. In addition, NeoVolta will issue up to 4,000,000 additional shares of NeoVolta common stock to Seller upon the achievement of specified revenue and product launch milestones related to the sale of products utilizing neuClick Battery Modules, as follows: (a) 1,300,000 shares upon achievement of $2,000,000 in revenue and successful product launch prior to December 31, 2026; (b) 1,300,000 shares upon achievement of an additional $5,000,000 in revenue prior to December 31, 2028; (c) 700,000 shares upon achievement of an additional $20,000,000 in revenue prior to December 31, 2028; and (d) 700,000 shares upon achievement of an additional $40,000,000 in revenue prior to December 31, 2028.

As additional consideration, NeoVolta will pay Seller a royalty of $10.00 per unit of neuClick Battery Modules sold by NeoVolta for a period of three years following the closing. Royalty payments are to be made within 45 days after the end of each calendar quarter (or 90 days for the year-end period). Seller has the right to audit NeoVolta's records relating to royalty payments, subject to certain conditions.

NeoVolta will not assume any liabilities or obligations of Seller, except as expressly set forth in the Agreement. The Agreement provides for mutual indemnification by the parties for breaches of representations, warranties, and covenants, subject to certain limitations and survival periods.

The Agreement contains post-closing covenants, including non-competition and non-solicitation provisions applicable to Seller and the Shareholders for a period of three years following closing, confidentiality obligations, and restrictions on the use of the "Neubau" name. Seller is required to change its name following closing and to wind down its business, existing solely to receive payments under the Agreement and to complete its liquidation in accordance with applicable IRS guidance. The Agreement also contains customary provisions regarding allocation of the purchase price, tax matters, expenses, governing law, and dispute resolution.

A copy of the Asset Purchase Agreement will be filed as an exhibit to the Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement.

Item 2.01. Completion of Acquisition or Disposition of Assets.