NeoVolta Inc. 美股招股说明书（2026年5月28日版）

12,195,122 Shares of Common Stock 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 commitment 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 accompanying 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. (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 to 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 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. PROSPECTUS SUPPLEMENT 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, from 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 document 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 in connection with this offering. Neither we nor the underwriters take any responsibility for, and can provide noassurance as to the reliability of, any other information that others may give you. The information contained in this prospectussupplement, the accompanying prospectus, any free writing prospectus that we have authorized for use in connection with thisoffering, including the documents incorporated by reference herein or therein, is accurate only as of the respective dates thereof,regardless of the time of delivery of this prospectus supplement and the accompanying prospectus or of any sale of our securities. Ourbusiness, financial condition, results of operations and prospects may have changed since those dates. It is important for you to readand consider all information contained in this prospectus supplement, the accompanying prospectus and any free writing prospectus We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to anydocument that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including, in somecases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, This prospectus supplement and the accompanying prospectus contain summaries of certain provisions contained in some of thedocuments described herein, but reference is made to the actual documents for complete information. All of the summaries arequalified in their entirety by the actual documents. Copies of some of the documents referred to herein have been or will be filed as We, and the underwriters, are offering to sell,