NeoVolta Inc.: Form 10-K for the period ended Jun 30, 2026

Overview

NeoVolta Inc. (“NeoVolta”, “we” or the “Company”) is a rapidly-growing U.S.-based energy technology company delivering scalable energy storage solutions. We are presently transitioning from being a storage manufacturer into an integrated energy solutions leader. Since our founding in 2018 solely as a manufacturer of high-performance energy storage systems for residential and small commercial applications, we have evolved into a more diversified storage technology company. Currently, our strategy is centered around building a multi-market energy solutions platform serving customer markets in the following three areas:

Since April 2024, we have adopted a growth strategy which is designed to be focused around our customer base and structured to expand our market penetration, diversify revenue channels, and accelerate product development on a scalable basis. This strategy rests on three primary objectives: (i) expanding revenue through strategic sales channel development, (ii) broadening financing options through partnerships, and (iii) initiating development of next-generation storage solutions.

We have provided a more in-depth discussion below regarding our Residential, Commercial & Industrial, and Utility-Scale customer products and markets.

Residential Market

Presently, we are best known for our high-performance energy storage systems (“ESS”) for residential and small commercial applications. Our ESS product portfolio includes the NV14, NV24, NVPlus, NV7600 stand-alone inverter, and the NV16 kW AC hybrid inverter with 24 kW PV input and a 250 kW / 430 kWh C&I system. Our systems combine lithium iron phosphate battery technology with hybrid inverter capability, providing safe, flexible, and adaptable solutions for backup power, self-consumption, and energy resilience.

Historically, we have marketed and sold our ESS products primarily through certified solar installers and regional and national distributors, with our initial focus being on Southern California and more recently expanding to markets in other states such as Texas. As a result of federal tax law changes pertaining to the residential solar tax credit, however, we are in the process of developing new plans for marketing those products going forward.

Our energy storage systems combine lithium iron phosphate battery technology with integrated or stand-alone inverters to provide safe, reliable backup power for residential and light commercial applications. All systems are NEMA 3R rated for indoor or outdoor installation, UL 9540/9540A certified, and compatible with both AC- and DC-coupled solar configurations.

• NV14 — The NV14 integrates a 14.4 kWh battery with a 7.6 kW hybrid inverter capable of 120V/240V residential and 208V three-phase commercial operation. The system is designed for energy efficiency, time-of-use optimization, and backup power.
• NV24 — The NV24 expansion battery increases NV14 capacity from 14.4 kWh to 24.0 kWh without requiring an additional inverter, allowing customers to scale storage at lower cost.
• NVPlus — Introduced in 2024, NVPlus is a higher-capacity ESS developed for larger residential and small commercial applications. It provides extended runtime, supports greater solar inputs, and is designed for customers requiring whole-home backup or higher daily cycling.
• NV7600 — A stand-alone 7.6 kW inverter launched in 2024, designed for use with NeoVolta storage products or as a retrofit solution for existing solar systems.

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Since 2024, we have broadened our product portfolio with the launch of the NVPlus energy storage system and the NV7600 stand-alone inverter, extending our reach into higher-capacity residential and light commercial applications. In February 2025, we expanded into a larger facility in Poway to support increased production.

In addition to these core products, we are preparing to launch our NVWAVE modular battery platform commercially, featuring plug-and-play installation, a scalable architecture up to 55.2 kWh, and full FEOC-compliant, Domestic Content-eligible design. A key differentiator of the NVWAVE platform is its integrated software intelligence.

We have developed this product as a result of our acquisition of intellectual property and other assets from Neubau Energy in October 2025. It expands our market reach into flexible residential and light commercial systems. We believe that it has the potential to enhances our gross margins through simplified production and reduced labor costs, thus positioning us for scalable growth and stronger profitability in our targeted residential markets.

The NVWAVE system incorporates a proprietary whole-home load management controller that integrates the system controller, inverters, battery management unit, and individual battery modules into one streamlined unit, enabling intelligent energy optimization across solar, battery, and grid resources. This software-driven architecture gives homeowners real-time visibility and control over their energy use while allowing the system to adapt dynamically to evolving utility rate structures and interconnection requirements.

Commercial & Industrial Market

Beyond our residential applications, the market for C&I storage is emerging as a new growth segment for us. We are finding that commercial businesses as well as project developers of various descriptions and sizes are increasingly seeking solutions for demand-charge management, backup power, and grid services.

Utility-Scale Market

In January 2026, we executed a series of joint venture agreements with the U.S. affiliate of a foreign entity for the formation of a new domestic limited liability company known as NeoVolta Power, LLC (“NVP”) to jointly own and operate a utility-scale battery manufacturing facility in the State of Georgia. Pursuant to these agreements, as amended in April 2026, we have an 80% ownership interest in the joint venture company, and the U.S. affiliate of the foreign entity has a 20% ownership interest, subject to service-based vesting and forfeiture provisions, which is being accounted for as a capital contribution based on the estimated fair value of its services contributed to the joint venture.

The plant is located in a leased structure containing 210,600 square feet of manufacturing space along the I-85 corridor in Pendergrass, Georgia, outside of Atlanta. It is being constructed in phases with the initial phase expected to be completed at the end of our fiscal 2027 first quarter, leading to limited production of batteries for sale to customers. The facility is designed for 2 GWh of initial annual production capacity, scalable to 8 GWh over time. The plant is intended to be eligible for the Advanced Manufacturing Tax Credit under Internal Revenue Code Section 45X and to enable customers to claim the Clean Electricity Investment Tax Credit under Internal Revenue Code Section 48E.

Under the terms of our joint venture agreements, we are responsible for making sufficient capital contributions to NVP to fund the construction costs of the facility, specified equipment purchases, initial working capital requirements, and other items as may be needed by the joint venture. Our joint venture partner, which is affiliated with a world leading supplier of solar PV solutions, is responsible for contributing its technical expertise in battery manufacturing and other services through various ancillary joint venture agreements.

Our total funding requirements to NVP are currently projected to aggregate approximately $40 million through June 30, 2027. This amount may change as circumstances arise during the construction and initial production phases of this project. Of this expected amount, we have currently made total capital contributions in cash of $15 million. We recently completed an underwritten public equity offering in the net amount of $26.3 million and we are expecting to use a substantial portion of the net proceeds of that offering to fund our remaining capital contributions to NVP in the coming year. We may seek to pursue additional debt and/or equity financings in order to fund our remaining capital contributions to NVP.

Market Overview

Our addressable market is expanding rapidly across multiple customer segments, supported by favorable policy, resiliency needs, and evolving financing and distribution models. Based on reliable industry sources, the total U.S. addressable market in our three primary areas of focus is projected to reach an aggregate level of approximately $45 billion by 2030, as further described below.

Residential. There are an estimated 4.2 million U.S. homes equipped with solar panels, and more than 3 million of these do not currently have battery storage. (SolarInsure) This represents a significant retrofit opportunity, particularly as installed inverters approach end of life after 10–15 years of operation. By 2030, the total U.S. addressable Residential market is projected to reach approximately $15 billion.

Commercial & Industrial. The U.S. installer and distributor market is highly fragmented, with more than 11,000 companies nationwide, most of them small independent operators not typically serviced by larger ESS providers. These smaller players represent NeoVolta’s core customers. By 2030, the total U.S. addressable C&I market is projected to reach approximately $10 billion.

Utility-Scale Battery Storage. Installed utility-scale battery storage in the U.S. surpassed 15 GW in 2024 and is projected to more than double by the end of 2026. In 2025, U.S. energy storage installations hit a record 18.9 GW, with 4.9 GW in the utility segment alone, up 31% year-over-year. The market is expected to install 500 GWh of storage from 2026–2031, a 250% increase over 2020–2025. (The American Clean Power Association) This translates into an addressable Utility-Scale Battery Storage market projected to reach approximately $20 billion by 2030.

Upon completion of our new utility-scale battery manufacturing joint venture plant in Georgia, we will be capable of delivering integrated energy storage solutions that enable homeowners, businesses, and utilities to optimize energy use, reduce grid dependence, and build resilience against outages, peak demands, and rising costs.

Growth Strategy

The electric grid in the United States is aging at a time when there is rapidly increasing demand for domestic electric service. Energy-intensive data centers are projected to double electricity usage by 2030. Electric vehicles are projected to represent 20-30% of all vehicles by 2030. Electrified manufacturing processes are expected to raise industrial electricity consumption by 25-40% over the next decade. We are positioning NeoVolta to take advantage of this expected growth through three main initiatives described below.

Product Innovation. We are investing in research and development to expand our product portfolio and maintain a competitive edge. These products expand our reach into larger residential and commercial markets.

Strategic Combinations. In addition to organic growth, we may evaluate acquisitions, joint ventures, or other strategic transactions to expand our technology base, accelerate market entry, and enhance financing capabilities. As an illustration, we have entered into a joint venture with the U.S. affiliate of a foreign entity to jointly own and operate a utility-scale battery manufacturing facility in the State of Georgia, as previously mentioned.

Competition

We compete with several established companies in the ESS market, including Tesla, LG Chem, Sonnen, Enphase, SunPower, Sunrun and Fluence. Many of these competitors have significantly greater financial resources, manufacturing capacity, brand recognition, and established distribution channels. Their scale allows them to pursue aggressive pricing, broader marketing, and faster product refresh cycles.

In addition to dedicated ESS providers, we also face competition from diversified industrial companies, generator manufacturers, inverter suppliers, and other firms that offer alternative backup power or distributed energy solutions. We expect new entrants to continue to emerge as energy storage adoption expands and regulatory requirements evolve.

We also compete with companies that are similar to ours, and other renewable energy companies. We believe that we compete favorably with these companies based on our products and differentiated customer experience. We also face competition from purely finance-driven organizations that acquire customers and then subcontract out the installation of energy systems, from installation businesses that seek financing from external parties, to large construction companies and utilities and sophisticated electrical and roofing companies.

Despite the presence of larger and more established competitors, we believe NeoVolta maintains distinct competitive advantages:

Product Availability. We generally fulfill orders in our legacy products in less than two weeks, often within days, compared to extended backlogs reported by some competitors. This supports the cash-flow needs of small and mid-sized installers.

Installer Service. Our Certified Installer Program, direct technical support, and remote monitoring capabilities provide education and assistance to installers, fostering loyalty and reducing installation risk.

Product Safety and Flexibility. Our systems use lithium iron phosphate chemistry and are UL 9540/9540A certified with no thermal runaway risk. Products are NEMA 3R rated for indoor/outdoor use, support both AC- and DC-coupled solar, and allow capacity expansion without requiring an additional inverter.

Market Focus. Unlike some competitors that sell storage primarily as an add-on to solar, NeoVolta is focused entirely on energy storage. We target independent installers and distributors that are underserved by larger providers, particularly in retrofit markets and emerging commercial segments.

We believe these differentiators allow us to compete effectively in a rapidly growing market, even against larger, more established participants.

Intellectual Property & Product Development

We rely on a combination of patents, trademarks, copyrights, trade secrets, and contractual protections to safeguard our technology and brand. At present, we hold or are pursuing a total of 16 U.S. patents, of which 3 have been granted, 3 others are provisionally in force, 2 are filed and pending, and 8 were recently filed with the U.S. Patent & Trademark Office. Additionally, we hold a perpetual license on certain patents related to our low-voltage battery architecture. These patents and licenses include the assets that we obtained through our asset acquisition from Neubau Energy in October 2025.

We expect to continue filing for patent protection when appropriate as we expand our technology portfolio. In addition to patents, we protect our intellectual property through nondisclosure agreements, confidentiality provisions, and invention assignment agreements with employees, consultants, and advisors. Despite these protections, unauthorized parties may attempt to copy aspects of our products or use information we consider proprietary. The success of our business depends in part on our ability to defend against misappropriation and infringement.

Product Development. We continue to invest in research and development to expand our product offerings. In addition to our core NV14 and NV24 ESS products, we have launched NVPlus, a higher-capacity residential and small commercial system; the NV7600 stand-alone inverter; and two new products in 2025: (i) a 250 kW / 430 kWh commercial and industrial BESS, and (ii) the NV16 kW AC hybrid inverter with 24 kW PV input. We are also exploring partnerships to accelerate development of next-generation systems.

Regulatory Environment

The energy storage industry is subject to a complex and evolving regulatory framework at the federal, state, and local levels. In recent years, regulators have adopted new safety, interconnection, and performance standards that materially impact product design and installation requirements.

As previously noted, our new utility-scale battery manufacturing joint venture plant in the State of Georgia is intended to be eligible for the Advanced Manufacturing Tax Credit under Internal Revenue Code Section 45X and to enable our customers to claim the Clean Electricity Investment Tax Credit under Internal Revenue Code Section 48E, notwithstanding that there are strict federal tax regulations pertaining to these credits which involve any foreign sourcing. However, a recent IRS Notice provides guidance to taxpayers on achieving compliance with these regulations.

The One Big Beautiful Bill Act (“OBBBA”) passed by Congress in July 2025 provides that a qualified facility, energy storage technology or eligible component that includes material assistance from a prohibited foreign entity is not eligible for a credit under Section 45X. Material assistance is defined as a material assistance cost ratio (“MACR”) that is less than the applicable threshold percentage.

Despite the fact that our joint venture partner is affiliated with such a foreign entity, we expect to achieve compliance with the OBBBA by relying on IRS Notice 2026-15, which offers high-level general rules and an interim safe-harbor approach to calculating the MACR for a project or manufactured component. This safe harbor, which is expected to be available to NVP, allows taxpayers to trace to the level of detail of the items listed in the IRS’s domestic content safe harbor tables with additional averaging rules to account for procurement and tracing.

At the state level, several states, led by California and Hawaii, have adopted building codes and interconnection requirements that mandate or encourage storage. Utilities are increasingly turning to rate reform, such as California’s net-billing tariff, which improves the economics of pairing solar with batteries. Meanwhile, grid reliability concerns—including widespread Public Safety Power Shutoff events in California—continue to highlight the resiliency benefits of energy storage for both homeowners and businesses.

In California, the California Public Utilities Commission (“CPUC”) has implemented standards such as the Common Smart Inverter Profile (CSIP) and “Rule 21” interconnection requirements. On August 5, 2020, the California Energy Commission (“CEC”) approved NeoVolta’s CSIP compliance application, enabling our products to meet CPUC interconnection rules. In addition, “rapid shutdown” requirements—mandating that emergency responders be able to quickly disable PV systems at the service panel—were adopted in 2021 and are now reflected in the National Electrical Code.

Fire code and safety standards have also advanced significantly. Beginning in 2022, California prohibited installation of energy storage systems in residential living spaces, limited installation in garages to units with fire protection measures, and required additional safeguards such as heat and smoke detectors or bollards. These changes reflect increasing scrutiny of certain lithium-ion chemistries that have demonstrated thermal runaway risks. NeoVolta’s lithium iron phosphate (LiFePO₄) batteries, by contrast, have been certified under UL 9540A testing, which evaluates thermal runaway and fire propagation, and meet current safety requirements.

NeoVolta’s products are certified under multiple safety and performance standards, including:

• UL 9540 and UL 9540A (energy storage system safety and thermal runaway testing)
• UL 1741SA / SB and IEEE 1547 (inverter and grid interconnection)
• UL 1973 (battery modules)
• FCC Class B (communications compliance)
• NFPA 70 National Electrical Code (2023 edition)
• California Energy Commission (Rule 21 solar equipment list) and Hawaii Electric Source Requirements Document Version 2.0 (Rule 14H interconnection requirements)
• NEMA 3R (outdoor enclosure rating)

We expect the regulatory environment for ESS to remain highly dynamic. Although compliance requires continued investment in engineering and certification, we believe these requirements create higher barriers to entry for new competitors and reinforce NeoVolta’s positioning as a compliant and safety-focused manufacturer.

Manufacturing

Historically, we have assembled our residential NV14 and NV24 energy storage systems at our facility in Poway, California. These products have been built under a made-to-order model, with minimal finished-goods inventory and higher raw-materials inventory relative to projected sales to support delivery timelines.

*Other NeoVolta products—*including NVPlus, the NV7600 stand-alone inverter, and newly announced offerings—are manufactured through qualified contract partners under NeoVolta specifications. We manage supplier selection, production planning, and quality control, and we perform firmware configuration and final acceptance testing as appropriate before shipment.

Our new NVWAVE modular battery platform developed as a result of our asset acquisition from Neubau Energy in October 2025 involves a dual manufacturing process between a contract manufacturer located in Austria which custom manufactures the modules followed by the in-house assembly of the remaining components which takes place at our facility in Poway, California.

Our manufacturing processes emphasize traceability and compliance. For NV14/NV24, we track components from receipt through final build, recording serial numbers, torque settings, and required test results prior to packaging. All units are released only after passing defined quality checkpoints. For partner-manufactured products, we apply incoming inspection protocols aligned to our specifications and certifications.

We source critical components from suppliers in the United States and Asia. To mitigate risks from supply chain disruptions, tariffs, or component shortages, we maintain buffer stocks of key NV14/NV24 components, pursue multi-sourcing arrangements, and coordinate production schedules with our partners. In addition, we are actively working to increase domestic content across our products and to ensure that our supply chain is compliant with Foreign Entity of Concern (FEOC) requirements, which will become increasingly important for eligibility under federal incentive programs.

Employees

As of June 30, 2026, we had a total of 41 full-time employees. Our Chief Executive Officer oversees overall company strategy, sales, and product development, while our Chief Financial Officer manages finance and administration. Our California based staff is primarily focused on manufacturing and quality control for our NV14 and NV24 systems, supported by supply chain, technology, sales and marketing personnel. Our Georgia based staff is primarily focused on overseeing the construction and providing administrative oversight of NVP’s battery manufacturing facility.

We also engage outside consultants and contractors for specialized functions, including research and development, regulatory compliance, and market development. From time to time, we may enter into specific contracts for non-recurring projects to supplement our workforce.

We consider our relationship with employees to be good. None of our employees are represented by a labor union, and we have not experienced any work stoppages.

Access to Information

Our website is at www.neovolta.com (http://www.neovolta.com). We make available, free of charge, on our corporate website, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as soon as reasonably practicable after they are electronically filed with the Securities and Exchange Commission (SEC). The SEC maintains an internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC at www.sec.gov (http://www.sec.gov). Information contained on our website does not, and shall not be deemed to, constitute part of this Annual Report on Form 10-K. Our reference to the URL for our website is intended to be an inactive textual reference only.

The following risks and uncertainties should be carefully considered in addition to the other information included in this Report. If any of the following conditions or other unknown conditions should occur, our business, financial condition or operating results could be materially harmed. An investment in our securities is speculative in nature, involves a high degree of risk and should not be made by an investor who cannot bear the economic risk of its investment for an indefinite period of time and who cannot afford the loss of its entire investment.

Risks Related to our Business and Industry

Although we have been in business for over eight years, we have not yet established a successful and sustainable business model.

We formed our corporation in 2018. Since formation, we have focused on research, development and certification of our first energy storage system. We began marketing, sales, and installations via our certified installers in May 2019 (although no sales were completed in the year ended June 30, 2019). We may never achieve commercial success with our energy solutions. We are presently transitioning from being a storage manufacturer into an integrated energy solutions leader, therefore, we have limited historical financial data upon which we may base our projected revenue and operating expenses. While we are optimistic on the prospects for success in our new business model, we continue to be subject to many of the risks inherent in business development, financing, unexpected expenditures, and complications and delays that often occur in a new business. Investors should evaluate an investment in us in light of the uncertainties encountered by developing companies in a competitive environment. There can be no assurance that our efforts will be successful or that we will ultimately be able to attain profitability.

We have a history of net losses and we are uncertain about our future profitability.

We have incurred significant net losses since our inception. For the years ended June 30, 2026 and 2025, we have incurred net losses of $21.5 million and $5.0 million, respectively. As of June 30, 2026, we had an accumulated deficit of $47.2 million. If our revenue grows more slowly than currently anticipated, or if operating expenses are higher than expected, we may be unable to consistently achieve profitability, our financial condition will suffer, and the value of our common stock could decline. Even if we are successful increasing our sales, we may incur losses in the foreseeable future as we continue to develop and market our products. If sales revenue from any of our current products or any additional products that we develop in the future is insufficient, or if our product development is delayed, we may be unable to achieve profitability and, in the event we are unable to secure financing for prolonged periods of time, we may need to temporarily cease operations and, possibly, shut them down altogether. Furthermore, even if we are able to achieve profitability, we may be unable to sustain or increase such profitability on a quarterly or annual basis, which would adversely impact our financial condition and significantly reduce the value of our common stock.

The anticipated startup of our new utility-scale battery manufacturing joint venture in the State of Georgia at the end of our fiscal 2027 first quarter may be subject to significant competitive, operational, financial, regulatory, and technological risks.

We may encounter intense competition from established players with greater resources or brand recognition, and demand volatility or slow adoption of our products could delay revenue generation. We may experience supply chain disruptions if key components or services are not yet secured and dependency on key personnel for product development, sales, or operations. We may encounter liquidity constraints if the business requires significantly higher upfront investment than we are expecting before generating cash flow. We may confront challenges in achieving compliance with new or evolving regulations in the target market, such as environmental, safety, or labor compliance risks, and pending litigation or claims related to our new products. We may face cybersecurity threats to customer data or proprietary systems and rapid technological changes that could render our products obsolete.

We expect certain financial benefits as a result of federal tax incentives available to our new utility-scale battery manufacturing joint venture. If these expected financial benefits vary significantly from our assumptions, our business, financial condition, and results of operations could be adversely affected.

We expect our new utility-scale battery manufacturing joint venture plant in the State of Georgia to be eligible for the Advanced Manufacturing Tax Credit under Internal Revenue Code Section 45X and to enable our customers to claim the Clean Electricity Investment Tax Credit under Internal Revenue Code Section 48E, notwithstanding that there are strict federal tax regulations pertaining to these credits which involve any foreign sourcing.

We anticipate qualifying for the Advanced Manufacturing Tax Credit by virtue of manufacturing our utility-scale batteries in the United States and selling them to unrelated purchasers. Such credits may be refundable by the IRS or transferable to a third party for cash and are available from 2023 to 2032, subject to phase-down beginning in 2030. Our ability to realize these benefits depends on our ability to satisfy applicable statutory requirements or regulatory guidance regarding Section 45X of the IRC.

The One Big Beautiful Bill Act (“OBBBA”) passed by Congress in July 2025 provides that a qualified facility, energy storage technology or eligible component that includes material assistance from a prohibited foreign entity is not eligible for a credit under Section 45X. Material assistance is defined as a material assistance cost ratio (“MACR”) that is less than the applicable threshold percentage.

Despite the fact that our joint venture partner is affiliated with such a foreign entity, we expect to achieve compliance with the OBBBA by relying on IRS Notice 2026-15, which offers high-level general rules and an interim safe-harbor approach to calculating the MACR for a project or manufactured component. This safe harbor, which is expected to be available to NVP, allows taxpayers to trace to the level of detail of the items listed in the IRS’s domestic content safe harbor tables with additional averaging rules to account for procurement and tracing.

We have made a significant investment of management time and other resources in the development of a third-party ownership platform which is designed to provide a new market for our residential and commercial energy storage products. If this new platform is not successful in meeting its anticipated objectives, there can be no assurance that we will be able to achieve a satisfactory return on our underlying investments.

The market for our legacy residential and commercial battery storage products has dramatically shifted due to recent federal tax law changes prescribed in the OBBBA. As a result, we believe that the most effective path for us to market those products going forward is through a tax-efficient, third-party ownership (“TPO”) model. Therefore, we recently entered into a TPO Platform Services Agreement with an experienced, privately-owned development company to establish and operate a TPO platform with that company, which is designed to provide a new market for our residential and commercial energy storage products. This new platform will be fully functional for the initial processing of customer sales in the first quarter of our fiscal year 2027. There can be no assurance that the launch of our TPO platform will be successful in meeting our anticipated objectives and in recovering the investments of management time and other resources that we have made.

We 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.

We may encounter unanticipated challenges, such as supply chain or logistics constraints, that lead to delays in producing and ramping our energy storage products. Any significant delay or other complication in the production of our products or the development, manufacture, and production ramp of our future products, including complications associated with expanding our production capacity and supply chain or obtaining or maintaining regulatory approvals, could materially damage our brand, business, prospects, financial condition and operating results.

We may be unable to meet our growing energy storage production plans and delivery plans, any of which could harm our business and prospects.

Our plans call for achieving and sustaining significant increases in energy storage systems production and deliveries. Our ability to achieve these plans will depend upon a number of factors, including our ability to utilize installed manufacturing capacity, achieve the planned production yield and further increase capacity as planned while maintaining our desired quality levels and optimize design and production changes, and our suppliers’ ability to support our needs. If we are unable to realize our plans, our brand, business, prospects, financial condition and operating results could be materially damaged.

We are dependent on our two main component vendors for our supplies of battery cells, inverters and other raw materials and the inability of these single-source suppliers to deliver necessary components of our products according to our schedule and at prices, quality levels and volumes acceptable to us, or our inability to efficiently manage these components, could have a material adverse effect on our financial condition and operating results.

Our products contain numerous purchased parts which we source globally from direct suppliers, the majority of whom are currently single-source suppliers. Any significant unanticipated demand would require us to procure additional components in a short amount of time. While we believe that we will be able to secure additional or alternate sources of supply for most of our components in a relatively short time frame, there is no assurance that we will be able to do so or develop our own replacements for certain highly customized components of our products. In addition, if we are required to use alternative suppliers for certain critical components, we may need to have our products go through a re-certification process with various regulatory bodies, which process may be lengthy. In such event, we would not be able to sell our products using these new components until we received all required certifications.

If we encounter unexpected difficulties with key suppliers such as our inverter or lithium-iron phosphate cell supplier, and if we are unable to fill these needs from other suppliers, we could experience production delays and potential loss of access to important technology and parts for producing, servicing and supporting our products. This limited, and in many cases single source, supply chain exposes us to multiple potential sources of delivery failure or component shortages for the production of our products. The loss of any single or limited source supplier or the disruption in the supply of components from these suppliers could lead to significant product design changes and delays in product deliveries to our customers, which could hurt our relationships with our customers and result in negative publicity, damage to our brand and a material and adverse effect on our business, prospects, financial condition and operating results.

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.

Presently, our two main raw material components, batteries and inverters, are imported from different suppliers in China and, until recently, were subject to fairly low tariff rates that had been in effect for several years. Beginning in April 2025, the Trump Administration implemented a significant increase in tariff rates based on the authority of the International Emergency Economic Powers Act (“IEEPA”) on all goods imported from China, although it was temporarily suspended for 90 days in April 2025 and the tariff rate was lowered in November 2025, subject to judicial review. In February 2026, the Supreme Court declared the tariffs to be unconstitutional based on the authority of IEEPA, therefore, the Administration is considering alternative approaches to implementing tariffs that it believes would be sustained in a judicial review. Prior to the tariff escalation in April 2025, we had anticipated the likelihood of facing such a tariff increase and began periodic stockpiling our inventory of these two components, which we have continued to pursue in any subsequent periods of tariff abatements or reductions since then, in order to reduce the impact of the tariffs.

In the event, however, that such a mutual trade agreement is not reached between the parties within the next several months and we find it necessary to begin purchasing a significant level of our inventory components from China at post-tariff prices, we would be faced with a decision as to whether we should attempt to pass along such tariff increases to our customers through higher prices for our products or absorb them internally, or some combination of those two alternatives.

Changes 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.

There is no assurance that our suppliers will ultimately be able to meet our cost, quality and volume needs, or do so at the times needed. Furthermore, as the scale of our energy storage systems increase, we will need to accurately forecast, purchase, warehouse and transport to our manufacturing facilities components at much higher volumes than we have experience with. If we are unable to accurately match the timing and quantities of component purchases to our actual needs, or successfully implement automation, inventory management and other systems to accommodate the increased complexity in our supply chain, we may incur unexpected production disruption, storage, transportation and write-off costs, which could have a material adverse effect on our financial condition and operating results.

We are currently selling multiple energy storage 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.

If our energy products were to contain defects in design and manufacture that cause them not to perform as expected or that require repair or take longer than expected to become enabled or are legally restricted, our ability to develop, market and sell our products and services could be harmed. While we intend to perform internal testing on the products we manufacture, as a start-up company we currently have no frame of reference by which to evaluate detailed long-term quality, reliability, durability and performance characteristics of our battery packs, inverters, and energy storage products. There can be no assurance that we will be able to detect and fix any defects in our products prior to their sale to or installation for consumers. Any product defects, delays or legal restrictions on product features, or other failure of our products to perform as expected could harm our reputation and result in delivery delays, product recalls, product liability claims, significant warranty and other expenses, and could have a material adverse impact on our business, financial condition, operating results and prospects.

We depend on a small number of wholesale dealers for a significant portion of our revenues to date.

Due to our limited operating history, we depend on a relatively small number of wholesale dealers and installers in California and other states for our revenue. For the fiscal year ended June 30, 2026, our three largest dealers accounted for approximately 39%, 15% and 11% of our total revenues, respectively. For the fiscal year ended June 30, 2025, our two largest dealers accounted for approximately 41% and 23% of our total revenues, respectively. As of June 30, 2026, our three largest dealers, net of expected credit losses, represented approximately 45%, 31% and 14% of our net accounts receivable balance. Our limited customer base and concentration could expose us to the risk of substantial losses if a single dominant customer stops purchasing, or significantly reduces orders for, our products. Our ability to maintain close relationships with these top customers is essential to the growth and profitability of our business. If we fail to sell our products to one or more of these top customers in any particular period, or if a large customer purchases fewer of our products, defers orders or fails to place additional orders with us, or if we fail to develop additional major customers, our revenue could decline, and our results of operations could be adversely affected.

If 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.

Any failure to manage our growth effectively could materially and adversely affect our business, prospects, operating results and financial condition. Our future operating results depend to a large extent on our ability to manage our expansion and growth successfully. We may not be successful in undertaking this expansion if we are unable to control expenses and avoid cost overruns and other unexpected operating costs; adapt our products and conduct our operations to meet local requirements; implement the required infrastructure, systems and processes; and find and hire the right skills to make our growth successful.

If we are unable to achieve our targeted manufacturing costs for our energy storage products our financial condition and operating results will suffer.

As a relatively new company, we have limited historical data that ensures our targeted manufacturing costs will be achievable. While we expect in the future to better understand and control our manufacturing costs, there is no guarantee we will be able to achieve sufficient cost savings to reach our gross margin and profitability goals. We may also incur substantial costs or cost overruns in utilizing and increasing the production capability of our energy storage system facilities.

If we are unable to achieve production cost targets on our products pursuant to our plans, we may not be able to meet our gross margin and other financial targets. Many of the factors that impact on our manufacturing costs are beyond our control, such as potential increases in the costs of our materials and components, such as lithium iron phosphate, nickel and other components of our battery cells. If we are unable to continue to control and reduce our manufacturing costs, our operating results, business and prospects will be harmed.

Increases in costs, disruption of supply or shortage of materials, in particular for inverters and lithium iron phosphate cells, could harm our business.

We may experience increases in the cost or a sustained interruption in the supply or shortage of materials. Any such increase, supply interruption or shortage could materially and negatively impact on our business, prospects, financial condition and operating results. We use various materials in our business, including inverters and lithium iron phosphate cells, from suppliers.

The prices for these materials fluctuate, and their available supply may be unstable, depending on market conditions and global demand for these materials, including as a result of increased production of energy storage products by our competitors, and could adversely affect our business and operating results. For instance, we are exposed to multiple risks relating to inverters and lithium iron phosphate cells.

These risks include:

• an increase in the cost, or decrease in the available supply, of materials used;
• disruption in the supply of cells due to quality issues or recalls by manufacturers;
• tariffs on the materials we source in China, which make up a significant amount of the materials we require;
• fluctuations in the value of the Chinese Renminbi against the U.S. dollar as our purchases for energy storage products are denominated in Chinese Renminbi.; and
• potential increases in global shipping costs.

Our business is dependent on the continued supply of inverters and battery cells for the battery packs used in our energy storage products. Any disruption in the supply of inverters or battery cells could disrupt production of our battery packs we require for our energy storage product. Substantial increases in the prices for our materials or prices charged to us would increase our operating costs, and could reduce our margins if we cannot recoup the increased costs through increased prices. Any attempts to increase prices in response to increased material costs could result in cancellations of energy storage orders and therefore materially and adversely affect our brand, image, business, prospects and operating results.

Continued high mortgage interest rates may result in a decrease in demand by homeowners for our residential energy storage systems.

Sales volume in our homeowner channel is partially dependent on the construction of new homes and the sale of existing homes in our residential markets. Many customers of our installation partners rely on mortgage loans from banks and other lenders in order to finance a substantial portion of the purchase price for their home, including any related improvements. Increased mortgage interest rates may lead to lower demand for new homes and a reduced number of homes available for solar origination through our homeowner channel. Additionally, increased interest rates may result in fewer secondary home sales, a reduction in the number of customers refinancing their mortgages and uncertainty about the economy.

We are currently operating in a period of economic uncertainty and capital markets disruption, which has been significantly impacted by geopolitical instability due to the ongoing military conflicts between Russia and Ukraine and between the U.S. and Iran. Our business, financial condition and results of operations may be materially and adversely affected by any negative impact on the global economy and capital markets resulting from these conflicts or any other geopolitical tensions.

U.S. and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the military conflicts between Russia and Ukraine, which began in February 2022, and between the U.S. and Iran, which began in February 2026. Although the length and impact of these ongoing military conflicts are highly unpredictable, they could lead to further market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions. We are continuing to monitor the situations in both of these areas and globally and assessing any potential impacts on our business.

Any of the above mentioned factors could affect our business, prospects, financial condition, and operating results. The extent and duration of the military actions, sanctions and resulting market disruptions are impossible to predict, but could be substantial. Any such disruptions may also magnify the impact of other risks described in this report.

We 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.

Although we believe we have designed our products for safety, product liability claims, even those without merit, could harm our business, prospects, operating results and financial condition. Our risks in this area are particularly pronounced given that we have only recently begun to deliver energy storage products. Moreover, a product liability claim could generate substantial negative publicity about our products and business and could have a material adverse effect on our brand, business, prospects and operating results.

The markets in which we operate are in their infancy and highly competitive, and we may not be successful in competing in these industries as the industry further develops. We currently face competition from new and established domestic and international competitors and expect to face competition from others in the future, including competition from companies with new technology.

The worldwide energy storage market is in its infancy, and we expect it will become more competitive in the future. We also expect more regulatory burden as customers adopt this new technology. There is no assurance that our energy storage systems will be successful in the respective markets in which they compete. A significant and growing number of established and new companies, as well as other companies, have entered or are reported to have plans to enter the energy storage market. Most of our current and potential competitors have significantly greater financial, technical, manufacturing, marketing, sales networks and other resources than we do and may be able to devote greater resources to the design, development, manufacturing, distribution, promotion, sale and support of their products. Increased competition could result in lower unit sales, price reductions, revenue shortfalls, loss of customers and loss of market share, which could harm our business, prospects, financial condition and operating results. The energy storage industry is highly competitive.

We face competition from other manufacturers, developers and installers of energy storage systems, as well as from large utilities. Decreases in the retail prices of electricity from utilities or other renewable energy sources could make our products less attractive to customers. Reduction in various federal and state rebate and incentive programs could also adversely affect product adoption.

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.

As a manufacturer of energy storage systems, we are impacted by federal, state and local regulations and policies concerning electricity pricing, the interconnection of electricity generation and storage equipment with the electric grid, and the sale of electricity generated by third-party owned systems. For example, existing or proposed regulations and policies would permit utilities to limit the amount of electricity generated by our customers with their solar energy systems, adjust electricity rate designs such that the price of our products may not be competitive with that of electricity from the grid, restrict us and our customers qualifying for government incentives and benefits that apply to renewable energy, and limit or eliminate net energy metering. If such regulations and policies remain in effect or are adopted in other jurisdictions, or if other regulations and policies that adversely impact the interconnection or use of our energy storage systems are introduced, they could deter potential customers from purchasing our energy storage products, which could harm our business, prospects, financial condition and results of operations.

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.

We rely on information technology (“IT”) systems, including third-party “cloud based” service providers, to keep financial records, maintain product support data, and corporate records, to communicate with staff and external parties and to operate other critical functions. This includes critical systems such as email, other communication tools, electronic document repositories and archives. Presently, we do not have a formal cyber security policy due to our small size. If any of our third-party information technology providers experience security breaches or incidents due to computer viruses, unauthorized access, malware, ransomware, natural disasters, fire, terrorism, war, telecommunication failures, electrical failures, cyber-attacks or cyber-intrusions over the internet, then sensitive data, including personal information, trade secrets, and confidential business information could be compromised, exposed, or deleted. Similarly, we could incur business disruption if our access to the internet is compromised, and we are unable to connect with third-party IT providers. The risk of a security breach or disruption, particularly through cyber-attacks or cyber intrusion, including by computer hackers, foreign governments and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased. To the extent that any disruption or security breach results in a loss of or damage to our data or applications, or inappropriate disclosure of confidential or proprietary information, we could incur liability and delay of our product development and support efforts.

We 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.

Others, including our competitors, may hold or obtain patents, copyrights, trademarks or other proprietary rights that could prevent, limit or interfere with our ability to make, use, develop, sell or market our products and services, which could make it more difficult for us to operate our business. From time to time, the holders of such intellectual property rights may assert their rights and urge us to take licenses, and/or may bring suits alleging infringement or misappropriation of such rights. We may consider the entering into licensing agreements with respect to such rights, although no assurance can be given that such licenses can be obtained on acceptable terms or that litigation will not occur, and such licenses could significantly increase our operating expenses. In addition, if we are determined to have infringed upon a third party’s intellectual property rights, we may be required to cease making, selling or incorporating certain components or intellectual property into the goods and services we offer, to pay substantial damages and/or license royalties, to redesign our products and services, and/or to establish and maintain alternative branding for our products and services. In the event that we were required to take one or more such actions, our business, prospects, operating results and financial condition could be materially adversely affected. In addition, any litigation or claims, whether or not valid, could result in substantial costs, negative publicity and diversion of resources and management attention.

In August 2021, we entered into an exclusive long term supply agreement with our Asian supplier pertaining to our inverter component. This agreement contains provisions that address the ownership and use of intellectual property rights. While we are unaware of any present dispute concerning this agreement or our other agreements that concern ownership of or use of intellectual property rights, future disputes may arise concerning this or other agreements we have entered into that concern ownership of or use of intellectual property rights.

Our business could be negatively impacted if we fail to adequately protect our intellectual property rights.

We consider our intellectual property rights to be important assets, and seek to protect them through a combination of patent, trademark, copyright and trade secret laws, as well as licensing and confidentiality agreements. These protections may not be adequate to prevent third parties from using our intellectual property without our authorization, breaching any confidentiality agreements with us, copying or reverse engineering our products, or developing and marketing products that are substantially equivalent to or superior to our own. The unauthorized use of our intellectual property by others could reduce our competitive advantage and harm our business. Not only are intellectual property-related proceedings burdensome and costly, but they could span years to resolve and we might not ultimately prevail. We cannot guarantee that any patents, issued or pending, will provide us with any competitive advantage or will not be challenged by third parties. Moreover, the expiration of our patents may lead to increased competition with respect to certain products.

Our 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.

New products, or refinements and improvements to our existing products, may have technical failures, delayed introductions, higher than expected production costs or may not be well accepted by our customers. If we are not able to anticipate, identify, develop and market high quality products in line with technological advancements that respond to changes in customer preferences, demand for our products could decline and our operating results could be adversely affected.

Public company compliance may make it more difficult to attract and retain officers and directors.

The Sarbanes-Oxley Act and rules subsequently implemented by the SEC have required changes in corporate governance practices of public companies. As a public company, we expect that these rules and regulations may make it more difficult and expensive for us to obtain director and officer liability insurance in the future and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our Board of Directors or as executive officers.

Our ability to use net operating loss carryforwards and certain other tax attributes may be limited.

As of June 30, 2026, we had significant net operating loss carryforwards in the U.S. Utilization of these loss carryforwards assumes that prior to their expiration, we will have sufficient taxable income in the U.S. to utilize the carryforwards, and that such usage is not limited based on anti abuse provisions or other statutes and laws. Any such limitations on our ability to use our net operating loss carryforwards and other tax assets could adversely impact our tax expense, financial condition, results of operations, and cash flows.

Confidentiality agreements with employees and third parties may not prevent unauthorized disclosure of trade secrets and other proprietary information, and our inability to maintain the confidentiality of that information, due to unauthorized disclosure or use, or other event, could have a material adverse effect on our business.

In addition to the protection afforded by patents, we seek to rely on trade secret protection and confidentiality agreements to protect proprietary know-how that is not patentable or that we elect not to patent, processes for which patents are difficult to enforce, and any other elements of our product discovery and development processes that involve proprietary know-how, information, or technology that is not covered by patents. Trade secrets, however, may be difficult to protect. We seek to protect our proprietary processes, in part, by entering into confidentiality agreements with our employees, consultants, advisors, contractors and collaborators. Although we use reasonable efforts to protect our trade secrets, our employees, consultants, advisors, contractors, and collaborators might intentionally or inadvertently disclose our trade secret information to competitors. In addition, competitors may otherwise gain access to our trade secrets or independently develop substantially equivalent information and techniques. Furthermore, the laws of some foreign countries do not protect proprietary rights to the same extent or in the same manner as the laws of the United States. As a result, we may encounter significant problems in protecting and defending our intellectual property both in the United States and abroad. If we are unable to prevent unauthorized material disclosure of our intellectual property to third parties, or misappropriation of our intellectual property by third parties, we will not be able to establish or maintain a competitive advantage in our market, which could materially adversely affect our business, operating results and financial condition.

We are heavily reliant on the services of both Ardes Johnson, our Chief Executive Officer, Jing Nealis, our Chief Financial Officer, and Steve Bond, our Executive Vice President, and the departure or loss of any officer could disrupt our business.

We depend heavily on the continued efforts of Ardes Johnson, our Chief Executive Officer, Jing Nealis, our Chief Financial Officer, and Steve Bond, our Executive Vice President, who are essential to our strategic vision and day-to-day operations and would be difficult to replace. The departure or loss of any of these officers, or the inability to timely hire and retain qualified replacements, could negatively impact our ability to manage our business.

If we are unable to recruit and retain key management, technical and sales personnel, our business would be negatively affected.

For our business to be successful, we need to attract and retain highly qualified technical, management and sales personnel. The failure to recruit additional key personnel when needed with specific qualifications and on acceptable terms or to retain good relationships with our partners might impede our ability to continue to develop, commercialize and sell our products. To the extent the demand for skilled personnel exceeds supply, we could experience higher labor, recruiting and training costs in order to attract and retain such employees. We face competition for qualified personnel from other companies with significantly more resources available to them and thus may not be able to attract the level of personnel needed for our business to succeed.

Artificial intelligence presents risks and challenges that can impact our business, including by posing security risks to our confidential information, proprietary information and personal data.

Issues in the development and use of artificial intelligence, combined with an uncertain regulatory environment, may result in reputational harm, liability, or other adverse consequences to our business operations. As with many technological innovations, artificial intelligence presents risks and challenges that could impact our business. We may adopt and integrate generative artificial intelligence tools into our systems for specific use cases. Our vendors may incorporate generative artificial intelligence tools into their offerings without disclosing this use to us, and the providers of these generative artificial intelligence tools may not meet existing or rapidly evolving regulatory or industry standards with respect to privacy and data protection and may inhibit our or our vendors’ ability to maintain an adequate level of service and experience. If we, our vendors, or our third-party partners experience an actual or perceived breach or privacy or security incident because of the use of generative artificial intelligence, we may lose valuable intellectual property and confidential information and our reputation and the public perception of the effectiveness of our security measures could be harmed. Further, bad actors around the world use increasingly sophisticated methods, including the use of artificial intelligence, to engage in illegal activities involving the theft and misuse of personal information, confidential information, and intellectual property. Any of these outcomes could damage our reputation, result in the loss of valuable property and information, and adversely impact our business.

Risks Related to Our Securities

Nevada law and provisions in our articles of incorporation and bylaws could make a takeover proposal more difficult.

We are a Nevada corporation and the anti-takeover provisions of the Nevada Revised Statutes may discourage, delay or prevent a change in control by prohibiting us from engaging in a business combination with an interested stockholder for a period of three years after the person becomes an interested stockholder, even if a change in control would be beneficial to our existing stockholders. In addition, our articles of incorporation and bylaws may discourage, delay or prevent a change in our management or control over us that stockholders may consider favorable. Our articles of incorporation and bylaws:

• authorize the issuance of “blank check” preferred stock that could be issued by our board of directors to thwart a takeover attempt;
• place restrictive requirements (including advance notification of stockholder nominations and proposals) on how special meetings of stockholders may be called by our stockholders; do not provide stockholders with the ability to cumulate their votes; and
• provide that our board of directors may amend our bylaws.

Additionally, our authorized capital includes preferred stock issuable in one or more series. Our board has the authority to issue preferred stock and determine the price, designation, rights, preferences, privileges, restrictions and conditions, including voting and dividend rights, of those shares without any further vote or action by stockholders. The rights of the holders of common stock will be subject to, and may be adversely affected by, the rights of holders of any preferred stock that may be issued in the future. The issuance of additional preferred stock, while providing desirable flexibility in connection with possible financings and acquisitions and other corporate purposes, could make it more difficult for a third party to acquire a majority of the voting power of our outstanding voting securities, which could deprive our holders of common stock of a premium that they might otherwise realize in connection with a proposed acquisition of our company.

As 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.

As an “emerging growth company” under the JOBS Act, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. We are an emerging growth company until the earliest of:

• the last day of the fiscal year during which we have total annual gross revenues of $1.235 billion or more;
• the last day of the fiscal year following the fifth anniversary of our initial public offering (since our initial public offering took place in July 2022, the last day of the fiscal year following the fifth anniversary will be June 30, 2028);
• the date on which we have, during the previous 3-year period, issued more than $1 billion in non-convertible debt; or
• the date on which we are deemed a “large accelerated issuer” as defined under the federal securities laws.

For so long as we remain an emerging growth company, we will not be required to:

• have an auditor report on our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002;
• comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis);
• submit certain executive compensation matters to shareholders advisory votes pursuant to the “say on frequency” and “say on pay” provisions (requiring a non-binding shareholder vote to approve compensation of certain executive officers) and the “say on golden parachute” provisions (requiring a non-binding shareholder vote to approve golden parachute arrangements for certain executive officers in connection with mergers and certain other business combinations) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010; and
• include detailed compensation discussion and analysis in our filings under the Securities Exchange Act of 1934, as amended, and instead may provide a reduced level of disclosure concerning executive compensation.

For so long as we remain an emerging growth company, we:

• may present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations, or MD&A; and
• are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBS Act.

We intend to take advantage of all of these reduced reporting requirements and exemptions.

Certain of these reduced reporting requirements and exemptions were already available to us due to the fact that we also qualify as a “smaller reporting company” under SEC rules. For instance, smaller reporting companies are not required to obtain an auditor attestation and report regarding management’s assessment of internal control over financial reporting; are not required to provide a compensation discussion and analysis; are not required to provide a pay-for-performance graph or CEO pay ratio disclosure; and may present only two years of audited financial statements and related MD&A disclosure.

We cannot predict if investors will find our securities less attractive due to our reliance on these exemptions. If investors were to find our common stock less attractive as a result of our election, we may have difficulty raising additional capital.

Our shareholders may experience dilution of their ownership interests because of the future issuance of additional shares of our common or preferred stock or other securities that are convertible into or exercisable for our common or preferred stock.

We 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.

We intend to seek to raise additional funds, finance acquisitions or develop strategic relationships by issuing equity or convertible debt securities, which would reduce the percentage ownership of our existing stockholders. Our board of directors has the authority, without action or vote of the stockholders, to issue all or any part of our authorized but unissued shares of common or preferred stock. Our articles of incorporation authorize us to issue up to 100,000,000 shares of common stock and 5,000,000 shares of preferred stock. Future issuances of common or preferred stock would reduce our stockholders influence over matters on which stockholders vote and would be dilutive to earnings per share. In addition, any newly issued preferred stock could have rights, preferences and privileges senior to those of the common stock. Those rights, preferences and privileges could include, among other things, the establishment of dividends that must be paid prior to declaring or paying dividends or other distributions to holders of our common stock or providing for preferential liquidation rights. These rights, preferences and privileges could negatively affect the rights of holders of our common stock, and the right to convert such preferred stock into shares of our common stock at a rate or price that would have a dilutive effect on the outstanding shares of our common stock.

We do not anticipate paying dividends on our common stock, and investors may lose the entire amount of their investment.

Cash dividends have never been declared or paid on our common stock, and we do not anticipate such a declaration or payment for the foreseeable future. We expect to use future earnings, if any, to fund business growth. Therefore, stockholders will not receive any funds absent a sale of their shares of common stock. If we do not pay dividends, our common stock may be less valuable because a return on your investment will only occur if our stock price appreciates. We cannot assure stockholders of a positive return on their investment when they sell their shares, nor can we assure that stockholders will not lose the entire amount of their investment.

The Warrants we issued in our July 2022 offering are speculative in nature, and the trading market for our Warrants are volatile, sporadic and limited.

The Warrants we issued in our July 2022 offering do not confer any rights of common stock ownership on their holders, such as voting rights or the right to receive dividends, but rather merely represent the right to acquire shares of our common stock at a fixed price for a limited period of time. Specifically, commencing on the date of issuance, holders of the Warrants may exercise their right to acquire the common stock and pay an exercise price of $4.00 per share, up to five years from the date of issuance, after which date any unexercised Warrants will expire and have no further value. In addition, the trading market for the Warrants is volatile, sporadic and limited.

Holders of the Warrants we issued in our July 2022 offering will have no rights as a common stockholder until they acquire our common stock.

Until holders of the Warrants we issued in our July 2022 offering acquire shares of our common stock upon exercise of the Warrants, the holders will have no rights with respect to shares of our common stock issuable upon exercise of the Warrants. Upon exercise of the Warrants, the holder will be entitled to exercise the rights of a common stockholder as to the security exercised only as to matters for which the record date occurs after the exercise.

Although 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.

To maintain our listing on Nasdaq, we must satisfy minimum bid price, financial and other continued listing requirements and standards, including those regarding director independence and independent committee requirements, minimum stockholders’ equity, and certain corporate governance requirements. If we are unable to maintain the listing of our securities on Nasdaq, or are unable to satisfy these requirements or standards, we could subject our securities to delisting, which would have a negative effect on the price of our common stock and would impair our security holders’ ability to sell or purchase our common stock or Warrants when they wish to do so. In the event of a delisting, we would expect to take actions to restore our compliance with the listing requirements, but we can provide no assurance that any such action taken by us would allow our securities to become listed again, stabilize the market price or improve the liquidity of our securities, prevent our securities from dropping below the minimum bid price requirement, or prevent future non-compliance with the listing requirements.

The price of our common stock and Warrants may be volatile.

The market price of our common stock and Warrants is highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control, including the following:

• changes in our industry;
• competitive pricing pressures;
• our ability to obtain working capital financing;
• additions or departures of key personnel;
• conversions from preferred stock to common stock;
• sales of our common and preferred stock;
• our ability to execute our business plan;
• operating results that fall below expectations;
• loss of any strategic relationship;
• regulatory developments; and
• economic and other external factors.

In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock and Warrants.

Negative 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.

The trading market for our common stock depends in part on the research and reports that analysts and journalists publish about us or our business. If analysts or journalists publish inaccurate or unfavorable research about our business, our stock price would likely decline. If we fail to meet the expectations of analysts for our operating results, or if the analysts who cover us downgrade our stock, our stock price would likely decline. If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, demand for our stock could decrease, which could cause our stock price and trading volume to decline.

Claims 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.

Our articles of incorporation and bylaws contain provisions that eliminate, to the maximum extent permitted by the corporation law of the State of Nevada, the personal liability of our directors and executive officers for monetary damages for breach of their fiduciary duties as a director or officer. Our articles of incorporation and bylaws also provide that we will indemnify our directors and executive officers and may indemnify our employees and other agents to the fullest extent permitted by the corporation law of the State of Nevada. Any claims for indemnification made by our directors or officers could impact our cash resources and our ability to fund the business.

Shareholder activism could cause material disruption to our business.

Publicly traded companies have increasingly become subject to campaigns by activist investors advocating corporate actions such as actions related to environment, social and governance (ESG) matters, among other issues. Responding to proxy contests and other actions by such activist investors or others in the future could be costly and time-consuming, disrupt our operations and divert the attention of our Board of Directors and senior management from the pursuit of our business strategies, which could adversely affect our results of operations and financial condition.

Risk Management and Strategy

Due to our small size, we have not established formal policies and procedures for assessing, identifying, and managing material risk from cybersecurity threats. However, we monitor cybersecurity threats internally, including any potential unauthorized occurrence on or conducted through our information systems that we use through third party providers that may result in adverse effects on the confidentiality, integrity, or availability of our information systems or any information residing therein.

We conduct occasional risk assessments and perform as needed updates to our risks to identify cybersecurity threats, as well as assessments in the event of a material change in our business practices that may affect information systems that are vulnerable to such cybersecurity threats. We do not engage consultants, third parties and auditors in connection with our risk assessment processes.

As of June 30, 2026, and through the date of the filing of this report, we are not aware of any cybersecurity incidents that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations or financial condition.

Governance

One of the key responsibilities of our board of directors is informed oversight of our risk management process, including risks from cybersecurity threats. Our board of directors is responsible for monitoring and assessing strategic risk exposure, and our executive officers are responsible for the day-to-day management of the material risks we face and are responsible for reporting to our board of directors any cybersecurity incidents.

At present, our executive officers do not have specialized cybersecurity credentials, although they possess experience in corporate risk management and regulatory compliance applicable to their oversight responsibilities. Our Executive Vice President, Steve Bond, and our Chief Financial Officer, Jing Nealis, have both served as financial officers of public companies for over five years. Due to our small size, our board of directors has not designated any Board committee or any other subset of Board members to provide oversight of our cybersecurity program as part of a periodic review of our overall risk management program.

Effective February 1, 2025, we relocated our corporate and manufacturing office space to a facility in Poway, California, under a 13-month sublease agreement with the sublandlord, at a base rental of $18,638 per month. Effective October 1, 2025, we entered into an extension of our sublease agreement with the sublandlord whereby we extended the term of the sublease agreement for an additional five years and one month from the original expiration date of February 28, 2026, to the extended expiration date of March 31, 2031. Under this extension, the monthly rate will increase modestly each year of the extended term.

Effective June 1, 2026, NVP assumed the responsibility for a long-term lease on an industrial structure in Pendergrass, Georgia, that was originally leased by our joint venture partner from the landlord in December 2025, but is presently under the control and direction of NVP while a formal assignment from the landlord is underway. In accordance with the lease terms, NVP began making monthly payments at a base rental of $120,218 per month on the lease in June 2026, which are expected to continue until expiration on May 31, 2033, with an additional three-year renewal option available, which is presently uncommitted. Under this lease, the monthly rate will increase modestly each year of the term.

We do not own any real property.

We are currently not a party to any pending legal proceedings, nor is our property the subject of a pending legal proceeding, that we believe is not ordinary routine litigation incidental to our business or otherwise material to the financial condition of our business.

The following discussion should be read in conjunction with the consolidated financial statements and notes thereto included elsewhere in this report. Certain statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” are forward-looking statements that are based on current expectations and involve various risks and uncertainties that could cause our actual results to differ materially from those expressed in these forward-looking statements. We encourage you to review the “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” sections in this report.

Overview

We are a a rapidly-growing U.S.-based energy technology company delivering scalable energy storage solutions. We are presently transitioning from being a storage manufacturer into an integrated energy solutions leader. Since our founding in 2018 solely as a manufacturer of high-performance energy storage systems for residential and small commercial applications, we have evolved into a much more diversified storage technology company. Currently, our strategy is centered around building a multi-market energy solutions platform serving customer markets in the following three areas: (i) Residential; (ii) Commercial & Industrial (“C&I”); and (iii) Utility-Scale.

In January 2026, we formed NVP, a joint venture with the U.S. affiliate of a foreign entity to jointly own and operate a new utility-scale battery manufacturing facility in the State of Georgia. We have an 80% ownership interest in the joint venture company, with the U.S. affiliate of the foreign entity having a 20% ownership interest (subject to service-based vesting and forfeiture provisions). In accordance with the joint venture agreements, as amended in April 2026, we made our initial capital contribution to the joint venture of $7,000,000 in January 2026 and $8,000,000 in May 2026 and are obligated to make additional capital contributions of up to $25,000,000 through June 30, 2027. We recently completed an underwritten public equity offering in the net amount of $26.3 million and we are expecting to use a substantial portion of the net proceeds of that offering to fund our remaining capital contributions to NVP in the coming year. The plant will be constructed in phases with the initial phase expected to be completed at the end of our fiscal 2027 first quarter leading to limited production of batteries for sale to customers. Upon completion, this new facility is anticipated to provide the capacity for us to greatly expand our line of new energy storage products as an integrated energy solutions leader and generate substantial amounts of both customer revenues and net operating cash flows over an extended period of time.

Results of Operations

Comparison of the Years Ended June 30, 2026 and 2025

Revenues - Revenues from contracts with customers for the year ended June 30, 2026 were $13,332,953 compared to $8,426,835 for the year ended June 30, 2025. Such increase in our revenues was primarily due to the continued expansion of various new sales channels outside of our traditional focus on the local installer market in the Southern California area. However, sales in both our traditional as well as our new channels began to substantially decline in early calendar year 2026 due to federal tax law changes.

Cost of Goods Sold - Cost of goods sold for the year ended June 30, 2026 were $11,194,754 compared to $6,920,130 for the year ended June 30, 2025. The cost of goods sold in both periods reflected the cost of procuring and assembling the component parts of our energy storage systems that were sold in each fiscal year and resulted in gross profits on such sales of approximately 16% and 18% in each year, with the decrease due to our recognition of a non-cash obsolescence reserve as of June 30, 2026 in the amount of $1,119,013, due to recent changes in the demand for our legacy products in the marketplace.

General and Administrative Expenses - General and administrative expenses for the year ended June 30, 2026 were $18,347,046 compared to $6,065,590 for the year ended June 30, 2025. Such increase was mainly due to our continuing rapid expansion of both our marketing and other product development expenses, including the hiring of a significant number of new employees. The addition of these personnel has resulted in a higher level of both cash compensation expense and other associated expenses, such as promotion and travel, as well as non-cash stock compensation expenses related to the Company’s equity incentive programs. We have also experienced increases in various other corporate expenses such as legal, insurance, occupancy and software costs. Additionally, we incurred an increase in the non-cash provision for expected credit losses in our legacy business in the year ended June 30, 2026 of approximately $2,647,000 as well as incremental administrative expenses in NVP of approximately $1,296,000 from its startup in early January 2026 through June 30, 2026.

Research and Development Expense - Research and development expenses for the year ended June 30, 2026 were $1,556,043 compared to $157,305 for the year ended June 30, 2025. Such increase was largely due to the recent acceleration of our new product development efforts.

Depreciation and Amortization Expense - Depreciation and amortization expenses for the year ended June 30, 2026 were $376,827 compared to zero for the year ended June 30, 2025. Such fluctuation was largely attributable to our closing of an acquisition of intangible and tangible assets from Neubau Energy Inc., which closed in October 2025.

Other Income and Expense – Loss on debt exchanges for the year ended June 30, 2026 was $1,266,030 compared to zero for the year ended June 30, 2025, and resulted from three exchange agreements entered into with one of our lenders since October 2025. Interest expense for the year ended June 30, 2026 was $667,741 compared to $320,417 for the year ended June 30, 2025, reflecting interest attributable to a higher level of borrowings made under our lender credit arrangements obtained since September 30, 2024. Nonoperating credit loss in the year ended June 30, 2026 was $1,532,998 compared to zero for the year ended June 30, 2025, and resulted from a deemed uncollectible note receivable. Interest income for the year ended June 30, 2026 was $137,775 compared to $2,011 for the year ended June 30, 2025, due to a higher average level of investable cash in the year ended June 30, 2026.

Net Loss - Net loss for the year ended June 30, 2026 was $21,470,711 compared to $5,034,596 for the year ended June 30, 2025, representing the aggregate of the various revenue and expense categories indicated above. We have not recognized any income tax benefit for these net losses due to the uncertainty of our ultimate realization.

Liquidity and Capital Resources

Operating activities. Net cash used in operating activities in the year ended June 30, 2026 was $15,191,570 compared to $4,425,752 in the year ended June 30, 2025. This increase was largely due to the current period increase in our comparative net loss, primarily resulting from an increase in our previously noted cash operating expenses for personnel and related costs, as well as the relatively higher changes in our net working capital needs, including a recent increase in our outstanding accounts receivable.

Investing activities. Net cash used in investing activities in the year ended June 30, 2026 was $8,631,323, compared to zero in the year ended June 30, 2025. Such fluctuation was largely due to our initial capital expenditures on a jointly owned utility-scale battery manufacturing facility currently under construction in the State of Georgia (see “Other Developments” below) as well as the cash portion of our purchase price of an acquisition of intangible and tangible assets from Neubau Energy Inc., which closed in October 2025. Additionally, we made nonoperating investments in a third-party financing platform and a promissory note from a solar project development company.

Financing activities. Net cash provided by financing activities in the year ended June 30, 2026 was $48,380,032 compared to $4,234,161 in the year ended June 30, 2025. In the year ended June 30, 2026, we completed the following equity financings: (i) in November 2025, we entered into a private equity offering with an accredited investors group under which we issued a total of 5,200,000 shares of our common stock at an offering price of $2.50 per share for gross proceeds of $13,000,000, which closed in two tranches in December 2025 and February 2026; (ii) in January 2026, we closed a registered direct offering of a total of 2,100,841 shares of our common stock at an offering price of $4.76 per share resulting in net proceeds of $9,301,844; and (iii) in May 2026, we closed an underwritten public offering of a total of 13,896,946 shares, including the underwriter’s overallotment of 1,701,824 shares, of our common stock at an offering price of $2.05 per share resulting in net proceeds of $26,326,721. Beginning in November 2024, we also made short-term borrowings from two private lenders and a commercial bank, primarily to finance inventory purchases. In the year ended June 30, 2026, we made borrowings from these lenders in the total amount of $8,067,612 and repayments in the amount of $8,230,879.

In the year ended June 30, 2025, we made borrowings from our two private lenders in the total amount of $5,606,343 and repayments in the amount of $2,619,582. In February 2025, we closed a private equity offering with accredited investors under which we issued a total of 543,500 shares of our common stock to the investors at an offering price of $2.00 per share resulting in gross proceeds of $1,087,000. In December 2024, we also received proceeds from the exercise of warrants issued in our August 2022 public offering in the amount of $160,400.

As of June 30, 2026, we had a balance of cash and restricted cash of approximately $25.4 million and net working capital of approximately $26.1 million. Currently, we are not generating a break-even level of net operating cash flow from our net sales. However, we anticipate that demand for our products will ultimately increase over time and that, with our current credit sources and the proceeds of our equity financings in the year ended June 30, 2026, we will have sufficient cash to operate for at least the next 12 months (see “Other Developments” below).

On September 4, 2026, we entered into a note and security agreement with a private lending group for an amortizing, secured debt facility with an initial tranche of $20 million and an optional tranche of an additional $10 million. Under the terms of this note, we are required to make principal payments in the greater of $1,250,000 per month, or 7.5% of the “value traded” in the Company’s common stock for the previous month, subject to a maximum amount of $2,000,000 per month. Outstanding borrowings under the note will accrue interest at the rate of 10% per annum and the note has a scheduled maturity date of no later than March 3, 2028. We have issued five-year warrants to the lenders to purchase an aggregate of 1,454,545 shares of our common stock at an exercise price of $3.30 per share, subject to adjustment in the event of future offerings below the exercise price.

Other Developments

In January 2026, we executed a series of joint venture agreements with the U.S. affiliate of a foreign entity for the formation of a new domestic limited liability company to jointly own and operate a planned utility-scale battery manufacturing facility in the State of Georgia. Pursuant to these agreements, the Company has an 80% ownership interest in the joint venture company, and the U.S. affiliate of the foreign entity has a 20% ownership interest.

In accordance with the joint venture agreements, we made our initial capital contribution of $7,000,000 in January 2026 and an additional capital contribution of $8,000,000 in May 2026, which is primarily to fund the initial purchase of equipment. Further, we are expected to make additional capital contributions to the joint venture company through June 30, 2027 in total amounts of up to $25,000,000, pursuant to the joint venture agreements. We presently anticipate funding our additional capital contributions largely from the proceeds of our underwritten public equity offering in the net amount of $26,326,721 which closed in May 2026 and, possibly, through future equity and debt financings, subject to market conditions. However, there can be no assurance that we will be successful in raising sufficient proceeds from such offerings in order to fully satisfy our obligations for the additional capital contributions to the joint venture company. To the extent that we may be unable to raise sufficient proceeds in order to fully satisfy our obligations for the additional capital contributions to the joint venture company, the parent company of the same foreign entity will be permitted to bring in one or more new members of the joint venture company to fund such additional capital contributions which would dilute our present 80% majority ownership of the joint venture company.

We continue to monitor current international developments occurring in Iran and Ukraine. However, we do not believe that they will have a significant impact on either the domestic markets for our products or the international supply chains for our product components, which are largely sourced from Asia.

Presently, our two main raw material components, batteries and inverters, are imported from different suppliers in China and, until recently, were subject to fairly low tariff rates that had been in effect for several years. Beginning in April 2025, the Trump Administration implemented a significant increase in tariff rates based on the authority of the International Emergency Economic Powers Act (“IEEPA”) on all goods imported from China, although it was temporarily suspended for 90 days in April 2025 and the tariff rate was lowered in November 2025, subject to judicial review. In February 2026, the Supreme Court declared the tariffs to be unconstitutional based on the authority of IEEPA, therefore, the Administration is considering alternative approaches to implementing tariffs that it believes would be sustained in a judicial review. Prior to the tariff escalation in April 2025, we had anticipated the likelihood of facing such a tariff increase and began stockpiling our inventory of these two components, which we have continued to pursue in any subsequent periods of tariff abatements or reductions since then, in order to reduce the impact of the tariffs.

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

The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States, or GAAP. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, as well as the reported expenses incurred during the reporting periods. Our estimates are based on our limited historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

We believe that certain accounting policies, particularly those related to the recognition of revenues arising from the sales of our ESS products to customers of our business, could potentially affect our judgments and estimates used in the preparation of our consolidated financial statements. With regard to revenue recognition, the Company recognizes revenue in accordance with Accounting Standard Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606), which was adopted on July 1, 2019 using the modified retrospective method, with no impact to the Company’s comparative consolidated financial statements. Revenues are recognized when control of the promised goods is transferred to the customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for transferring those goods or services. Revenue is recognized based on the following five-step model:

• Identification of the contract with a customer
• Identification of the performance obligations in the contract
• Determination of the transaction price
• Allocation of the transaction price to the performance obligations in the contract
• Recognition of revenue when, or as, the Company satisfies a performance obligation

See “Note 1. Business and Summary of Significant Accounting Policies” of the notes to our consolidated financial statements for the fiscal year ended June 30, 2026, set forth below under, “Index to Consolidated Financial Statements”, for a further description of our accounting policies and estimates. None of those policies are deemed to be critical accounting policies nor critical accounting estimates. As reflected in Note 1, Management has determined that the Company operates in only one reportable segment, which is the development and commercialization of energy storage products.

Emerging Growth Company and Smaller Reporting Company Status

We are an emerging growth company, as defined in the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. We elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, these consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. We are using the extended transition period for any other new or revised accounting standards during the period in which we remain an emerging growth company.

We will remain an emerging growth company until the earliest of (i) the last day of our first fiscal year (a) following the fifth anniversary of the completion of our August 2022 offering, (b) in which we have total annual gross revenues of at least $1.235 billion or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700.0 million as of the prior June 30th and (ii) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

We are also a “smaller reporting company,” meaning that the market value of our stock held by non-affiliates is less than $700.0 million and our annual revenue is less than $100.0 million during the most recently completed fiscal year. We may continue to be a smaller reporting company if either (i) the market value of our stock held by non-affiliates is less than $250.0 million or (ii) our annual revenue is less than $100.0 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700.0 million. If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Reports on Form 10-K and, similar to emerging growth companies, smaller reporting companies have reduced disclosure obligations regarding executive compensation.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide information required under this item.

Evaluation of Disclosure Controls and Procedures.

Our management, including our Chief Executive Officer, who is our principal executive officer, and our Chief Financial Officer, who is our principal financial officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of June 30, 2026, the end of the period covered by this Report. Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer, concluded that our disclosure controls and procedures were not effective as of June 30, 2026, largely due to our relatively small number of employees rendering a full segregation of various disclosure control duties impractical.

Inherent Limitations over Controls

Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. Controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or deterioration in the degree of compliance with the policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Management’s Report on Internal Control Over Financial Reporting

Our principal executive officer and our principal financial officer are responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Management conducted an assessment of the effectiveness of our internal control over financial reporting as of June 30, 2026. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles (“GAAP”). In making this assessment, management used the criteria described in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Our management concluded that there were two material weaknesses in our internal controls over financial reporting largely due to our relatively small number of employees rendering a full segregation of various accounting control and financial reporting duties, which includes multiple levels of review, impractical. Accordingly, our internal controls over financial reporting were not effective as of June 30, 2026.

Our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal controls over financial reporting for as long as we are an “emerging growth company” or a “non-accelerated filer.”

Changes in Internal Controls

There were no changes in the Company’s internal controls over financial reporting that occurred during the quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.