What the changes say
- Customer concentration intensified with the top two dealers accounting for 64% of total revenues in fiscal 2025.
- Net losses more than doubled to $5.0 million alongside a growing accumulated deficit of $25.8 million.
- Management key personnel shifted with CFO Steve Bond replacing CTO Brent Willson.
What changed since the prior 10-K
New
- NewRisks Related to our Business and Industry
We may become subject to further tariff increases that would apply to the two main raw material components of our products which are sourced from Asian suppliers
Tariff increases implemented by the Trump Administration in April 2025 on Chinese batteries and inverters threaten raw material costs, though inventory stockpiling delays the financial impact.
Dropped
- DroppedRisks Related to our Business and Industry
Potential tariffs or a global trade war have increased our costs and could further increase the cost of our products, which could adversely impact the competitiveness of our products and our financial results
- DroppedRisks Related to Our Securities
Our executive officers and directors will exercise significant control over us for the foreseeable future, which will limit our shareholders ability to influence corporate matters and could delay or prevent a change in corporate control
- DroppedRisks Related to Our Securities
These stockholders may have interests, with respect to their common stock, that are different from our other stockholders and the concentration of voting power among one or more of these stockholders may have an adverse effect on the price of our common stock
Reworded
- 52% rewrittenRisks Related to our Business and Industry
We depend on a small number of wholesale dealers for a significant portion of our revenues to date
Updated revenue concentration figures showing the top two dealers generated 41% and 23% of total revenues for the fiscal year ended June 30, 2025.
- 45% rewrittenRisks Related to our Business and Industry
Our products and services are subject to substantial regulations, which are evolving, and unfavorable changes or failures by us to comply with these regulations could substantially harm our business and operating results
Retained existing regulatory and net energy metering risks for energy storage systems with no material text changes.
Was: Our products and services are subject to substantial regulations, which are evolving, and unfavorable changes or failure by us to comply with these regulations could substantially harm our business and operating results
- 45% rewrittenRisks Related to our Business and Industry
We are heavily reliant on the services of both Ardes Johnson, our Chief Executive Officer, and Steve Bond, our Chief Financial Officer, and the departure or loss of either officer could disrupt our business
Replaced former CEO and CTO Brent Willson with Chief Financial Officer Steve Bond as a key executive whose departure would disrupt the business.
Was: We are heavily reliant on the services of both Ardes Johnson, our Chief Executive Officer, and Brent Willson, our former CEO and current chief technology officer, and the departure or loss of either officer could disrupt our business
- 24% rewrittenRisks Related to our Business and Industry
Our business and operations would suffer in the event of third-party computer system failures, cyber-attacks on third-party systems or deficiency in our cyber security
Expanded third-party IT and cloud system failure risks to explicitly include ransomware and the compromise of personal information and trade secrets.
- 24% rewrittenRisks Related to our Business and Industry
We have a history of net losses and we are uncertain about our future profitability
Updated financial figures for fiscal 2025, showing net losses increased to $5.0 million and the accumulated deficit grew to $25.8 million.
All 34 risk factors
Headings as the filing states them, in filing order.
Risks Related to our Business and Industry
- 01We are a relatively new company, with our sales having only commenced in July 2019, and we continue to have some of the risks associated with start-up ventures
- 02We have a history of net losses and we are uncertain about our future profitability24% rewritten
- 03We may experience in the future, delays or other complications in the design, manufacture, launch and production ramp of our energy storage products which could harm our brand, business, prospects, financial condition and operating results
- 04We may be unable to meet our growing energy storage production plans and delivery plans, any of which could harm our business and prospects
- 05We may become subject to further tariff increases that would apply to the two main raw material components of our products which are sourced from Asian suppliersNew
- 06Changes in our supply chain may result in increased cost. If we are unsuccessful in our efforts to control and reduce supplier costs, our operating results will suffer
- 07We are currently selling two primary products and if these products that we sell or install fail to perform as expected, our reputation could be harmed and our ability to develop, market and sell our products and services could be harmed
- 08We depend on a small number of wholesale dealers for a significant portion of our revenues to date52% rewritten
- 09If we fail to scale our business operations and otherwise manage future growth and adapt to new conditions effectively as we grow our company, we may not be able to produce, market, sell and service our products successfully
- 10If we are unable to achieve our targeted manufacturing costs for our energy storage products our financial condition and operating results will suffer
- 11Increases in costs, disruption of supply or shortage of materials, in particular for inverters and lithium iron phosphate cells, could harm our business
- 12Continued high mortgage interest rates may result in a decrease in demand by homeowners for our residential energy storage systems
- 13We may become subject to product liability claims, which could harm our financial condition and liquidity if we are not able to successfully defend or insure against such claims
- 14Our products and services are subject to substantial regulations, which are evolving, and unfavorable changes or failures by us to comply with these regulations could substantially harm our business and operating results45% rewritten
- 15Our business and operations would suffer in the event of third-party computer system failures, cyber-attacks on third-party systems or deficiency in our cyber security24% rewritten
- 16We may need to assert intellectual property-related claims or defend ourselves against intellectual property infringement claims, which may be time-consuming and could cause us to incur substantial costs
- 17Our business could be negatively impacted if we fail to adequately protect our intellectual property rights
- 18Our industry is subject to technological change, and our failure to continue developing new and improved products and to bring these products rapidly to market could have an adverse impact on our business
- 19Public company compliance may make it more difficult to attract and retain officers and directors
- 20We are heavily reliant on the services of both Ardes Johnson, our Chief Executive Officer, and Steve Bond, our Chief Financial Officer, and the departure or loss of either officer could disrupt our business45% rewritten
- 21If we are unable to recruit and retain key management, technical and sales personnel, our business would be negatively affected
- 22Artificial intelligence presents risks and challenges that can impact our business, including by posing security risks to our confidential information, proprietary information and personal data
Risks Related to Our Securities
- 23Nevada law and provisions in our articles of incorporation and bylaws could make a takeover proposal more difficult
- 24As an “emerging growth company” under the Jumpstart Our Business Startups Act, or JOBS Act, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements
- 25We intend to take advantage of all of these reduced reporting requirements and exemptions
- 26We are authorized to issue an aggregate of 100,000,000 shares of common stock and 5,000,000 shares of “blank check” preferred stock. In the future, we may issue our authorized but previously unissued equity securities, resulting in the dilution of the ownership interests of our present stockholders
- 27We do not anticipate paying dividends on our common stock, and investors may lose the entire amount of their investment
- 28The Warrants we issued in our July 2022 offering are speculative in nature, and the trading market for our Warrants are volatile, sporadic and limited
- 29Holders of the Warrants we issued in our July 2022 offering will have no rights as a common stockholder until they acquire our common stock
- 30Although our securities became listed on Nasdaq in August 2022, there can be no assurance that we will be able to comply with the continued listing standards of Nasdaq, a failure of which could result in a de-listing of our common stock
- 31The price of our common stock and Warrants may be volatile
- 32Negative research about our business published by analysts or journalists could cause our stock price to decline. A lack of regularly published research about our business could cause trading volume or our stock price to decline
- 33Claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims against us and may reduce the amount of money available to us
- 34Shareholder activism could cause material disruption to our business
Other NeoVolta 10-Ks
- FY2024 10-K risk factors36 risks
The risk section is dominated by NeoVolta's early-stage financial losses, dependence on a handful of California dealers, and supply chain vulnerabilities for inverters and lithium iron phosphate cells.
Filed Sep 27, 2024
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.