Form 8-K

8-K — NeoVolta Inc.

Accession: 0001683168-26-004397

Filed: 2026-05-29

Period: 2026-05-26

CIK: 0001748137

SIC: 3690 (MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES)

Item: Entry into a Material Definitive Agreement

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — neovolta_8k.htm (Primary)

EX-1.1 — UNDERWRITING AGREEMENT (neovolta_ex0101.htm)

EX-5.1 — LEGAL OPINION (neovolta_ex0501.htm)

EX-99.1 — PPO PRESS RELEASE (neovolta_ex9901.htm)

EX-99.2 — PRICING PRESS RELEASE (neovolta_ex9902.htm)

GRAPHIC (header.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

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UNITED STATES

SECURITIES AND

EXCHANGE COMMISSION

Washington, D.C.

20549

FORM

8-K

CURRENT REPORT

Pursuant to Section

13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date

of earliest event reported): May 26,

2026

NeoVolta,

Inc.

(Exact name of registrant

as specified in its charter)

Nevada

001-41447

82-5299263

(State or Other Jurisdiction

(Commission

(I.R.S. Employer

of Incorporation)

File Number)

Identification No.)

12195

Dearborn Place

Poway, CA 92064

(Address of Principal

Executive Offices) (Zip Code)

(800) 364-5464

(Registrant’s

telephone number, including area code)

(Former name or former address,

if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy

the filing obligation of the registrant under any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol (s)

Name

of each exchange on which registered

Common Stock, par value $0.001 per share

NEOV

The NASDAQ Stock Market LLC

Warrants, each warrant exercisable for one share of common stock

NEOVW

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On May 27, 2026, NeoVolta,

Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Lake Street Capital

Markets, LLC (“Lake Street”), as representative of the several underwriters named in Schedule A thereto (collectively, the

“Underwriters”), pursuant to which, on May 29, 2026, we issued and sold in an underwritten public offering of 12,195,122 shares

(the “Firm Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”), at a

public offering price of $2.05 per share (the “Offering”). The Company also granted the Underwriters a 30-day option to purchase

up to an additional 1,829,268 shares of Common Stock (the “Option Shares,” and together with the Firm Shares, the “Shares”)

at the public offering price less underwriting discounts and commissions.

The net proceeds to the Company

from the Offering were approximately $23.5 million (excluding any exercise of the overallotment option), after deducting estimated offering

expenses. The Company intends to use the net proceeds from the Offering and from any sale of the Option Shares, if the option is exercised,

to fund its joint venture obligations and for working capital and general corporate purposes.

The offer of the Shares was

made pursuant to an effective shelf registration statement on Form S-3 (File No. 333-280400), which was filed with the Securities and

Exchange Commission (the “SEC”) on June 21, 2024 and subsequently declared effective on June 28, 2024 (the “Registration

Statement”), and the base prospectus contained therein, as supplemented by the prospectus supplement filed with the SEC on May 28,

2026.

Under the terms of the Underwriting

Agreement, the Underwriters will receive an underwriting discount equal to 6.0% of the aggregate gross proceeds of the sale of the Shares

(or $0.123 per Share). In addition, the Company has agreed to reimburse the Underwriters for their reasonable and documented out-of-pocket

expenses, including the fees and expenses of outside legal counsel, in an amount not to exceed $100,000. Pursuant to the Underwriting

Agreement, the Company also agreed not to, subject to certain exceptions, offer, sell or otherwise dispose of any shares of Common Stock

or securities convertible or exercisable for Common Stock, including but not limited to any shares of Common Stock sold pursuant to any

“at-the-market” offering agreement, for a period of sixty days after May 27, 2026. In addition, the Company’s executive

officers and directors entered into lock-up agreements pursuant to which they have agreed not to sell or otherwise dispose of shares of

Common Stock and securities convertible or exercisable for shares of Common Stock for a period beginning May 27, 2026 and ending sixty

days after the closing of the Offering, subject to certain exceptions.

The representations, warranties

and covenants contained in the Underwriting Agreement were made solely for the benefit of the parties thereto and may be subject to limitations

agreed upon by the contracting parties. Accordingly, the Underwriting Agreement is incorporated herein by reference only to provide investors

with information regarding the terms of the Underwriting Agreement and not to provide investors with any other factual information regarding

the Company or its business, and should be read in conjunction with the disclosures in the Company’s periodic reports and other

filings with the SEC.

The foregoing description

of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement,

a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein.

A copy of the opinion of

ArentFox Schiff LLP relating to the legality of the issuance and sale of the Shares is attached as Exhibit 5.1 to this Current Report

on Form 8-K.

Item 8.01. Other Events.

On May 26, 2026, the Company

entered into a non-binding Letter of Intent (the “LOI”) with Infinite Grid Capital (“IGC”), an existing investor

in the Company, for the potential supply of utility-scale battery energy storage systems manufactured at the Company’s Pendergrass,

Georgia facility. The LOI contemplates the procurement of battery energy storage products for three initial utility-scale project opportunities

totaling approximately 1.1 GWh across the United States: (i) an approximately 400 MWh project in West Texas, (ii) an approximately 400

MWh project in Puerto Rico, and (iii) approximately 300 MWh across multiple projects in PJM territory. The LOI is non-binding with respect

to product purchase and supply obligations. Neither party has any obligation to purchase, sell, reserve, manufacture, deliver, or pay

for any minimum quantity of products unless and until such obligations are expressly set forth in definitive written agreements.

On May 27, 2026, the Company

issued a press release announcing the launch of the Offering. A copy of the press release is furnished as Exhibit 99.1 to this Current

Report on Form 8-K.

On May 28, 2026, the Company

issued a press release announcing the pricing of the Offering. A copy of the press release is furnished as Exhibit 99.2 to this Current

Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No

Exhibit

1.1

Underwriting Agreement, dated as of May 27, 2026, by and between NeoVolta, Inc. and Lake Street Capital Markets, LLC, as the representative of the several underwriters named therein.

5.1

Opinion of ArentFox Schiff LLP.

23.1

Consent of ArentFox Schiff LLP (included in Exhibit 5.1)

99.1

Press release dated May 27, 2026.

99.2

Press release dated May 28, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

NeoVolta, Inc.

By:

/s/ Jing Nealis

Jing Nealis

Chief Financial Officer

Dated: May 29, 2026

EX-1.1 — UNDERWRITING AGREEMENT

EX-1.1

Filename: neovolta_ex0101.htm · Sequence: 2

Exhibit 1.1

12,195,122 Shares of Common Stock and

Pre-Funded Warrants to Purchase up to 0 Shares

of Common Stock of

NEOVOLTA, INC.

UNDERWRITING AGREEMENT

May 27, 2026

Lake Street

Capital Markets, LLC

As Representative of the several Underwriters

121 South 8th Street, Suite 1000

Minneapolis, Minnesota 55402

Ladies and Gentlemen:

1. Introductory. NeoVolta, Inc., a Nevada corporation

(the “Company”), proposes to sell, pursuant to the terms of this Agreement, to the several underwriters named

in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter”), an aggregate

of 12,195,122 shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”) and

pre-funded warrants (the “Pre-Funded Warrants”) to purchase an aggregate of up to 0 shares of Common Stock (the

“Pre-Funded Warrant Shares”). The aggregate of 12,195,122 shares of Common Stock so proposed to be sold is hereinafter

referred to as the “Firm Stock” and the Pre-Funded Warrants to purchase an aggregate of up to 0 shares of Common

Stock so proposed to be sold is hereinafter referred to as the “Firm Pre-Funded Warrants” and collectively,

the Firm Stock, Firm Pre-Funded Warrants and Pre-Funded Warrant Shares is hereinafter referred to as the “Firm Securities.”

The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional

1,829,268 shares of Common Stock (the “Optional Stock”) and/or additional Pre-Funded Warrants in lieu thereof

(the “Optional Pre-Funded Warrants”) to purchase up to 1,829,268 shares of Common Stock (the “Optional

Pre-Funded Warrant Shares” and collectively, with the Optional Stock and Optional Pre-Funded Warrants, the “Optional

Securities”). The Firm Securities and Optional Securities are hereinafter collectively referred to as the “Securities.”

Lake Street Capital Markets, LLC is acting as representative of the several Underwriters and in such capacity is hereinafter referred

to as the “Representative.” To the extent that there shall be a sole Underwriter named in Schedule A hereto,

all references to the Underwriters shall be deemed to refer only to such sole Underwriter, and all corresponding changes in this Agreement

from plural to singular shall be deemed to have been made.

2. Representations and Warranties of the Company.

(i)

Representations and Warranties of the Company. Except as disclosed in or contemplated

by the Registration Statement, the General Disclosure Package or the Prospectus, the Company represents and warrants to the several Underwriters,

as of the date hereof and as of each Closing Date (as defined below), and agrees with the several Underwriters, that:

(a)

Registration Statement. A registration statement of the Company on Form S-3 (File No. 333-280400) (including all

amendments thereto, the “Registration Statement”) in respect of the Securities has been filed with the Securities

and Exchange Commission (the “Commission”) pursuant to Rule 415 under the Securities Act of 1933, as amended

(the “Securities Act”). The Company meets the requirements for use of Form S-3 under the Securities Act and

the rules and regulations of the Commission thereunder (the “Rules and Regulations”). The Registration Statement

and any post-effective amendment thereto, each in the form heretofore delivered to you, and, excluding exhibits thereto, to you for each

of the other Underwriters, have been declared effective by the Commission in such form and conform, in all material respects, to the requirements

of the Securities Act and the Rules and Regulations. The proposed offering of the Securities may be made pursuant to General Instruction

I.B.1 of Form S-3. Other than (i) the Registration Statement, (ii) a registration statement, if any, increasing the size of the offering

filed pursuant to Rule 462(b) under the Securities Act and the Rules and Regulations (a “Rule 462(b) Registration Statement”),

(iii) any Preliminary Prospectus (as defined below), (iv) the Prospectus (as defined below) contemplated by this Agreement to be filed

pursuant to Rule 424(b) of the Rules and Regulations in accordance with Section 4(i)(a) hereof and (v) any Issuer Free Writing

Prospectus (as defined below), no other document with respect to the offer or sale of the Securities has heretofore been filed with the

Commission. No stop order suspending the effectiveness of the Registration Statement, any post-effective amendment thereto or the Rule

462(b) Registration Statement, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities

Act has been initiated or, to the Company’s Knowledge, threatened by the Commission (any preliminary prospectus included in the

Registration Statement or filed with the Commission pursuant to Rule 424 of the Rules and Regulations that

omitted the Rule 430B Information and that was used prior to the filing of the Prospectus is hereinafter called a “Preliminary

Prospectus”). The Registration Statement, including all exhibits thereto and including the information contained in the

Prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed by virtue of Rules 430A, 430B and

430C under the Securities Act to be part of the Registration Statement at the time it became effective, is hereinafter collectively called

the “Registration Statement.” If the Company has filed a Rule 462(b) Registration Statement, then any reference

herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. The Base Prospectus

(as defined below) included in the Registration Statement at the time of effectiveness thereof, as supplemented by the final prospectus

supplement relating to the offer and sale of the Securities, in the form filed pursuant to and within the time limits described in Rule 424(b)

under the Rules and Regulations, is hereinafter called the “Prospectus.”

Any reference herein

to the Registration Statement, Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated

by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the effective

date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. Any reference

to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed

after the date of such Preliminary Prospectus or the Prospectus under the Securities Exchange Act of 1934, as amended (the “Exchange

Act”), and incorporated by reference in such Preliminary Prospectus or Prospectus, as the case may be. Any reference to

(i) the Registration Statement shall be deemed to refer to and include the annual report of the last completed fiscal year of the Company

on Form 10-K filed under Section 13(a) or 15(d) of the Exchange Act prior to the date hereof and (ii) the effective date of such Registration

Statement shall be deemed to refer to and include the date such Registration Statement became effective and, if later, the date such Form

10-K was so filed. Any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report

of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the date of this Agreement that is incorporated by reference

in the Registration Statement.

(b)

General Disclosure Package. As of the Applicable Time (as defined below) and as of the Closing Date or each Option Closing

Date (as defined below), as the case may be, neither (i) the General Use Free Writing Prospectus(es) (as defined below) issued at or prior

to the Applicable Time, the Base Prospectus, the most recent Preliminary Prospectus that is filed with the Commission prior to the Applicable

Time and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure

Package”), nor (ii) any individual Limited Use Free Writing Prospectus (as defined below), nor (iii) the bona fide electronic

roadshow (as defined in Rule 433(h)(5) of the Rules and Regulations), when considered together with the General Disclosure Package, included

or will include any untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the

statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the

Company makes no representations or warranties as to information contained in or omitted from the Prospectus or any Issuer Free Writing

Prospectus (as defined below), in reliance upon, and in conformity with, written information furnished to the Company through the Representative

by or on behalf of any Underwriter specifically for inclusion therein, which information the parties hereto agree is limited to the Underwriters’

Information (as defined in Section 18). As used in this paragraph (b) and elsewhere in this Agreement:

“Applicable

Time” means 5:30 p.m., New York time, on May 27, 2026, or such other time as agreed to by the Company and the Representative.

“Base

Prospectus” means the base prospectus filed as a part of the Registration Statement,

as amended and supplemented immediately prior to the Applicable Time, including any document incorporated by reference therein and any

prospectus supplement deemed to be a part thereof.

“Issuer

Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 of the Rules and

Regulations relating to the Securities in the form filed or required to be filed with the Commission or, if not required to be filed,

in the form retained in the Company’s records pursuant to Rule 433(g) of the Rules and Regulations.

“General

Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is identified on Schedule B to this Agreement.

“Limited

Use Free Writing Prospectuses” means any Issuer Free Writing Prospectus that is not a General Use Free Writing Prospectus.

(c)

No Stop Orders; No Material Misstatements. No order preventing or suspending the use of any Preliminary Prospectus, any

Issuer Free Writing Prospectus or the Prospectus relating to the proposed offering of the Securities has been issued by the Commission,

and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been instituted or, to the Company’s Knowledge,

threatened by the Commission, and each Preliminary Prospectus, at the time of filing thereof, conformed in all material respects to the

requirements of the Securities Act and the Rules and Regulations, and did not contain an untrue statement of a material fact or omit to

state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under

which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to information

contained in or omitted from any Preliminary Prospectus, in reliance upon, and in conformity with, written information furnished to the

Company through the Representative by or on behalf of any Underwriter specifically for inclusion therein, which information the parties

hereto agree is limited to the Underwriters’ Information.

(d)

Registration Statement and Prospectus Contents. At the respective times, the Registration Statement and any amendments thereto

became or become effective as to the Underwriters and at each Closing Date, the Registration Statement and any amendments thereto conformed

and will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations and did not and will

not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make

the statements therein not misleading; and the Prospectus and any amendments or supplements thereto, at the time the Prospectus or any

amendment or supplement thereto was issued and at each Closing Date, conformed and will conform in all material respects to the requirements

of the Securities Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to

state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not

misleading; provided, however, that the foregoing representations and warranties in this paragraph (d) shall not apply to

information contained in or omitted from the Registration Statement or the Prospectus, or any amendment or supplement thereto, in reliance

upon, and in conformity with, written information furnished to the Company through the Representative by or on behalf of any Underwriter

specifically for inclusion therein, which information the parties hereto agree is limited to the Underwriters’ Information.

(e)

Issuer Free Writing Prospectus. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through

the completion of the public offer and sale of the Securities or until any earlier date that the Company notified or notifies the Representative

as described in Section 4(i)(c), did not, does not and will not include any information that conflicted, conflicts or will conflict

with the information contained in the Registration Statement, Base Prospectus or the Prospectus, including any document incorporated by

reference therein and any prospectus supplement deemed to be a part thereof that has not been superseded or modified, or included or would

include an untrue statement of a material fact or omitted or would omit to state a material fact required to be stated therein or necessary

in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided,

however, that the foregoing representations and warranties in this paragraph (e) shall not apply to information contained in or

omitted from the Registration Statement or the Prospectus, or any amendment or supplement thereto, in reliance upon, and in conformity

with, written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for inclusion

therein, which information the parties hereto agree is limited to the Underwriters’ Information.

(f)

Documents Incorporated by Reference. The documents incorporated by reference in the Prospectus, when they were filed with

the Commission, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and the

rules and regulations of the Commission thereunder and none of such documents contained any untrue statement of a material fact or omitted

to state any material fact required to be stated therein, or necessary to make the statements therein, in the light of the circumstances

under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Prospectus, when such

documents are filed with the Commission will conform in all material respects to the requirements of the Securities Act or the Exchange

Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain any untrue statement of a material

fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the

circumstances under which they were made, not misleading.

(g)

Distribution of Offering Materials. The Company has not, directly or indirectly, distributed and will not distribute any

offering material in connection with the offering and sale of the Securities other than any Preliminary Prospectus, the Prospectus and

other materials, if any, permitted under the Securities Act and consistent with Section 4(i)(b) below. The Company will file with

the Commission all Issuer Free Writing Prospectuses (other than a “road show” as described in Rule 433(d)(8) of the Rules

and Regulations) in the time and manner required under Rules 163(b)(2) and 433(d) of the Rules and Regulations.

(h)

Not an Ineligible Issuer. At the time of filing the Registration Statement, any Rule 462(b) Registration Statement and any

post-effective amendments thereto, and at the date hereof, the Company was not, and the Company currently is not, an “ineligible

issuer,” as defined in Rule 405 of the Rules and Regulations.

(i)

Organization and Good Standing. The Company and each of its Subsidiaries (as defined below) have been duly organized and

are validly existing as corporations or other legal entities in good standing (or the foreign equivalent thereof, to the extent such concept

exists in the relevant jurisdiction) under the laws of their respective jurisdictions of organization. The Company and each of its Subsidiaries

are duly qualified to do business and are in good standing as foreign corporations or other legal entities in each jurisdiction in which

their respective ownership or lease of property or the conduct of their respective businesses requires such qualification and have all

requisite power and authority to carry on their respective businesses to own and use their respective properties, except where the failure

to so qualify, be in good standing or have such power or authority would not have a Material Adverse Effect (as defined below). The subsidiaries

listed in Schedule E to this Agreement are the only significant subsidiaries of the Company (each, a “Subsidiary”).

“Material Adverse Effect” means (i) a material adverse effect on the business, properties, management, financial

position, stockholders’ equity or results of operations of the Company and its Subsidiaries, taken as a whole, or (ii) a material

adverse effect on the Company’s ability to perform in any material respect its obligations under this Agreement or to consummate

any transactions contemplated by this Agreement, the General Disclosure Package or the Prospectus; provided that a change in the market

price or trading volume of the Common Stock alone shall not be deemed, in and of itself, to constitute a Material Adverse Effect and adverse

effects resulting solely from or relating solely to the following shall be not be taken into account in determining whether there has

been a Material Adverse Effect, except, in the case of clauses (a), (b) and (d) below, to the extent the impact of the event described

therein has an adverse effect on the Company taken as a whole that is materially disproportionate to the Company taken as a whole compared

to other companies operating in the same industry: (a) general economic conditions, or conditions in financial, banking or securities

markets; (b) general conditions in the industry or any industry sector in which the Company operates or participates; (c) any natural

disaster or any national or international political or social conditions or any act of terrorism, sabotage, military action or war or

any escalation or worsening thereof or (d) any changes in applicable laws or governmental regulations or the interpretation thereof.

(j)

Validity and Binding Effect of Agreements. This Agreement, the Firm Pre-Funded Warrants and the Optional Pre-Funded Warrants

have been duly and validly authorized by the Company, and, when executed and delivered, will constitute the valid and binding agreements

of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may

be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability

of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy

of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion

of the court before which any proceeding therefor may be brought.

(k)

Issuance of the Securities. The Firm Stock and the Optional Stock to be issued and sold by the Company to the Underwriters

hereunder have been duly and validly authorized and, when issued and delivered against payment therefor as provided herein, will be duly

and validly issued, fully paid and non-assessable and will conform in all material respects to the descriptions thereof in the Registration

Statement, the General Disclosure Package and the Prospectus; and, except as described or incorporated by reference in the General Disclosure

Package, the issuance of the Securities is not subject to any preemptive or similar rights that have not been waived or satisfied. The

Pre-Funded Warrant Shares and Optional Pre-Funded Warrant Shares have been duly and validly authorized and, when issued in accordance

with the terms of the Pre-Funded Warrants and Optional Pre-Funded Warrants, will be validly issued, fully paid and nonassessable and will

conform in all material respects to the descriptions thereof in the Registration Statement, the General Disclosure Package and the Prospectus.

The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this

Agreement, the Pre-Funded Warrants and Optional Pre-Funded Warrants.

(l)

Capitalization. The Company has an authorized capitalization as described or incorporated by reference in the Registration

Statement, the General Disclosure Package or the Prospectus, and all of the issued shares of capital stock of the Company, including the

Firm Stock and Optional Stock, have been duly and validly authorized and issued, are fully paid and non-assessable, have been issued in

material compliance with federal and state securities laws, and conform in all material respects to the description thereof contained

or incorporated by reference in the General Disclosure Package and the Prospectus. All of the Company’s options, warrants and other

rights to purchase or exchange any securities for shares of the Company’s capital stock have been duly authorized and validly issued

and were issued in material compliance with federal and state securities laws. None of the outstanding shares of Common Stock were issued

in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the

Company that have not been waived or satisfied. As of the date set forth in the General Disclosure Package, there were no authorized or

outstanding shares of capital stock, options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity

or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its Subsidiaries other

than those described above or described or incorporated by reference in the General Disclosure Package that have not been waived or satisfied.

Since the date set forth in the General Disclosure Package, the Company has not issued any securities other than Common Stock issued pursuant

to the exercise of warrants or upon the exercise of stock options or other awards outstanding under the Company’s stock option plans,

options or other securities granted or issued pursuant to the Company’s existing equity compensation plans or other plans, and the

issuance of Common Stock pursuant to employee stock purchase plans. The description of the Company’s stock option, stock bonus and

other stock plans or arrangements, and the options or other rights granted thereunder, as described or incorporated by reference in the

General Disclosure Package and the Prospectus, accurately and fairly present the information required to be shown with respect to such

plans, arrangements, options and rights.

(m)

Capitalization of Subsidiaries. All the outstanding shares of capital stock (if any) of each Subsidiary of the Company have

been duly authorized and validly issued, are fully paid and nonassessable and, except to the extent set forth in the General Disclosure

Package or the Prospectus, are owned by the Company directly or indirectly through one or more wholly-owned Subsidiaries, free and clear

of any claim, lien, encumbrance, security interest, restriction upon voting or transfer or any other claim of any third party.

(n)

No Conflicts. The execution, delivery and performance of this Agreement by the Company, the issue and sale of the Securities

by the Company and the consummation of the transactions contemplated hereby will not (with or without notice or lapse of time or both)

(i) conflict with or result in a breach or violation of any of the terms or provisions of, constitute a default or a Debt Repayment Triggering

Event (as defined below) under, or result in the creation or imposition of any lien, encumbrance, security interest, claim or charge upon

any property or assets of the Company or any Subsidiary pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement

or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or

to which any of the property or assets of the Company or any of its Subsidiaries is subject, (ii) result in any violation of the provisions

of the charter or by-laws (or analogous governing instruments, as applicable) of the Company or any of its Subsidiaries or (iii) result

in the violation of any law, statute, rule, regulation, judgment, order or decree of any court or governmental or regulatory agency or

body, domestic or foreign, having jurisdiction over the Company or any of its Subsidiaries or any of their properties or assets except,

in the case of clauses (i) and (iii) above, for any such conflict, breach, violation or default that would not, individually or in the

aggregate, have a Material Adverse Effect. Except to the extent set forth in the General Disclosure Package or the Prospectus, the Company

does not have any outstanding debt or other such amounts owed pursuant to that certain line of credit agreement dated as of September

3, 2024 by and between the Company and National Energy Modelers, Inc. A “Debt Repayment Triggering Event” means

any event or condition that gives, or with the giving of notice or lapse of time would give the holder of any note, debenture or other

evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment

of all or a portion of such indebtedness by the Company or any of its Subsidiaries.

(o)

No Consents Required. To the Company’s Knowledge, except as may be required under the Securities Act or applicable

state securities laws, and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by

the Financial Industry Regulatory Authority (“FINRA”) and the Nasdaq Global Market (the “Exchange”)

in connection with the purchase and distribution of the Securities by the Underwriters, no consent, approval, authorization or order of,

or filing, qualification or registration (each an “Authorization”) with, any court, governmental or regulatory

agency or body, foreign or domestic, which has not been made, obtained or taken and is not in full force and effect, is required for the

execution, delivery and performance of this Agreement by the Company, the issuance and sale of the Securities or the consummation of the

transactions contemplated hereby.

(p)

Independent Auditors. MaloneBailey LLP, whose report on the consolidated financial statements of the Company is filed with

the Commission as part of the Company’s most recent Annual Report on Form 10-K and included or incorporated by reference in

the Registration Statement, the General Disclosure Package and the Prospectus, is an independent registered public accounting firm with

respect to the Company and its Subsidiaries within the meaning of Article 2-01 of Regulation S-X and the Public Company Accounting Oversight

Board (United States) (the “PCAOB”).

(q)

SEC Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required

to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the

12 months preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the

foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and

the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or

has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension.

As of their respective dates, the SEC Reports complied as to form in all material respects with the requirements of the Securities Act

and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted

to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances

under which they were made, not misleading. The financial statements of the Company, together with the related notes, included in the

SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with

respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally

accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as

may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain

all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated

Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the

case of unaudited statements, to normal, immaterial, year-end audit adjustments.

(r)

eXtensible Business Reporting Language. The interactive data in eXtensible Business Reporting Language included or incorporated

by reference in the Registration Statement fairly presents in all material respects the information called for in all material respects

and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

(s)

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest financial statements included

within the SEC Reports, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, (i) there

has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect,

(ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred

in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s

financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of

accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased,

redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities

to any officer, director or affiliate, except pursuant to existing Company stock option plans. The Company does not have pending before

the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement

or as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, no event, liability, fact, circumstance,

occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries

or their respective businesses, prospects, properties, operations, assets or financial condition that would be required to be disclosed

by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed.

(t)

Litigation. There is no material action, suit, inquiry, notice of violation, proceeding or investigation pending or, to

the Company’s Knowledge, threatened against or affecting the Company, any Subsidiary or any of their respective properties before

or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign)

(collectively, an “Action”). Neither the Company nor any Subsidiary, nor to the Company’s Knowledge, any

director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or

state securities laws or a claim of breach of fiduciary duty. There has not been, and to the Company’s Knowledge, there is not pending

or contemplated, any investigation by the Commission involving the Company or any current or former director or officer of the Company.

The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company

or any Subsidiary under the Exchange Act or the Securities Act.

(u)

No Violation or Default. Neither the Company nor any of its Subsidiaries is (i) in violation of its charter or bylaws (or

analogous governing instrument, as applicable), (ii) in default in any respect, and no event has occurred which, with notice or lapse

of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in

any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it is

bound or to which any of its property or assets is subject or (iii) in violation in any respect of any law, ordinance, governmental rule,

regulation or court order, decree or judgment to which it or its property or assets may be subject except, in the case of clauses (ii)

and (iii) above, for any such violation or default that would not, singularly or in the aggregate, have a Material Adverse Effect.

(v)

Permits. The Company and its Subsidiaries possess adequate certificates, authorities or permits issued by appropriate governmental

agencies or bodies necessary to conduct the business now operated by them, except where failure to so possess would not reasonably be

expected to, individually or in the aggregate, result in a Material Adverse Effect. The Company and its Subsidiaries have not received

any notice of proceedings relating to the revocation or modification of any such certificate, authority or permit that, if determined

adversely to the Company or its Subsidiaries, would reasonably be expected, individually or in the aggregate, to have a Material Adverse

Effect.

(w)

Regulatory Compliance. Except in each case as would not have or reasonably be expected to result in a Material Adverse

Effect to the Company’s Knowledge, there are no civil or criminal proceedings relating to the Company, any of its Subsidiaries or

to the Company’s Knowledge, any officer, director or employee of the Company or any of its Subsidiaries that involve a matter within

or related to any governmental or regulatory authority’s jurisdiction.

(x)

Investment Company Act. Neither the Company nor any Subsidiary is or, after giving effect to the offering of the Securities

and the application of the proceeds thereof as described in the General Disclosure Package and the Prospectus, will be required to register

as an “investment company” or an entity “controlled” by an “investment company” within the meaning

of the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder.

(y)

No Stabilization. Neither the Company nor, to the Company’s Knowledge, any of its officers, directors or affiliates

has taken or will take, directly or indirectly, any action designed or intended to stabilize or manipulate the price of any security of

the Company, or which caused or resulted in, or which might in the future reasonably be expected to cause or result in, stabilization

or manipulation of the price of any security of the Company.

(z)

Intellectual Property. To the Company’s knowledge, the Company and its Subsidiaries own, possess, license or have

other rights to use, the patents and patent applications, copyrights, trademarks, service marks, trade names, service names and trade

secrets necessary or material for use in connection with its businesses as currently conducted as described in the SEC Reports and which

failure to do so could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). There

is no pending or, to the Company’s Knowledge, threatened action, suit, proceeding, claim or basis for a claim by any Person that

the Company’s Intellectual Property Rights or its business or the business of its Subsidiaries as now conducted infringes or otherwise

violates any patent, trademark, copyright, trade secret or other proprietary rights of another, except as could not have or reasonably

be expected to not have a Material Adverse Effect. To the Company’s Knowledge, there is no existing infringement by another Person

of any of the Intellectual Property Rights that would have or would reasonably be expected to have a Material Adverse Effect. The Company

and its Subsidiaries have taken commercially reasonable security measures to protect the secrecy, confidentiality and value of all of

its Intellectual Property Rights, except where the failure to do so would not, individually or in the aggregate, reasonably be expected

to have a Material Adverse Effect. All material licenses or other material agreements under which the Company is granted rights to Intellectual

Property Rights are, to the Company’s Knowledge, in full force and effect and, to the Company’s Knowledge, there is no material

default by any other party thereto, except as would not reasonably be expected to have a Material Adverse Effect. The consummation of

the transactions contemplated hereby will not result in the alteration, loss, impairment of or restriction on the Company’s or any

of its Subsidiaries’ ownership or right to use any Intellectual Property Right that is material to the conduct of the Company’s

business as currently conducted.

(aa) IT Systems.

(i)(x) To the Company’s Knowledge, there has been no material security breach or other compromise of or relating to any of the Company’s

and its Subsidiaries’ information technology and computer systems, networks, hardware, software, data (including the data of their

respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of them), equipment or technology

(“IT Systems and Data”), and (y) the Company and its Subsidiaries have not been notified of, and have no Knowledge

of any event or condition that would reasonably be expected to result in any material security breach or compromise to their IT Systems

and Data, (ii) except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company

and its Subsidiaries have complied, and are presently in compliance with, in all material respects, all applicable laws, statutes or any

judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority and all industry guidelines, standards,

internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such

IT Systems and Data from unauthorized use, access, misappropriation or modification and (iii) the Company and its Subsidiaries have implemented

backup and disaster recovery technology consistent with industry standards and practice.

(bb)

Title to Properties. The Company and its Subsidiaries have good and marketable title to all real properties and all other

tangible properties and assets owned by them as described in the SEC Reports, in each case free from Liens and defects, except such as

would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; and the Company and its Subsidiaries

hold any leased real or personal property under valid, subsisting and enforceable leases with which the Company are in compliance and

with no exceptions, except such as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

“Liens” means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right

or other restriction.

(cc) Labor Relations.

(i)

Neither the Company nor its Subsidiaries are parties to or bound by any collective bargaining agreements or other agreements with

labor organizations.

(ii)

No labor dispute with the employees of the Company or any of its Subsidiaries, or with the employees of any principal supplier,

manufacturer, customer or contractor of the Company, exists or, to the Company’s Knowledge, is threatened or imminent that would

reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

(dd)

Compliance with ERISA. To the Company’s Knowledge, no “prohibited transaction” (as defined in Section

406 of the Employee Retirement Income Security Act of 1974, as amended, including the regulations and published interpretations thereunder

(“ERISA”), or Section 4975 of the Internal Revenue Code of 1986, as amended from time to time (the “Code”))

or “accumulated funding deficiency” (as defined in Section 302 of ERISA) or any of the events set forth in Section 4043(b)

of ERISA (other than events with respect to which the thirty (30)-day notice requirement under Section 4043 of ERISA has been waived)

has occurred or could reasonably be expected to occur with respect to any employee benefit plan of the Company or any of its Subsidiaries

which could, singularly or in the aggregate, have a Material Adverse Effect. Each employee benefit plan of the Company or any of its Subsidiaries

is in material compliance in all material respects with applicable law, including ERISA and the Code. The Company and its Subsidiaries

have not incurred and could not reasonably be expected to incur material liability under Title IV of ERISA with respect to the termination

of, or withdrawal from, any pension plan (as defined in ERISA). Each pension plan for which the Company or any of its Subsidiaries would

have any material liability that is intended to be qualified under Section 401(a) of the Code is so qualified, and nothing has occurred,

whether by action or by failure to act, which could, singularly or in the aggregate, cause the loss of such qualification.

(ee) Environmental

Laws. Except as would not reasonably be expected, individually or in the aggregate, to have

a Material Adverse Effect, neither the Company nor any of its Subsidiaries is in violation of any statute, rule, regulation, decision

or order of any governmental agency or body or any court, domestic or foreign, relating to the use, disposal or release of hazardous or

toxic substances or relating to the protection or restoration of the environment or human exposure to hazardous or toxic substances (collectively,

“Environmental Laws”), has released any hazardous substances regulated by Environmental Law on to any real property

that it owns or operates, or has received any written notice or claim it is liable for any off-site disposal or contamination pursuant

to any Environmental Laws; and to the Company’s Knowledge, there is no pending or threatened investigation that would reasonably

be expected to lead to such a claim.

(ff)

Taxes. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in

a Material Adverse Effect, the Company and its Subsidiaries each (i) has made or filed all United States federal, state and local income

and all foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has

paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns,

reports and declarations and (iii) has set aside on its books provision reasonably adequate for the payment of all material taxes for

periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount

claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company or of any Subsidiary know of no basis for

any such claim.

(gg)

Insurance. The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such

losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged,

including, but not limited to, directors and officers insurance coverage. Neither the Company nor any Subsidiary has any reason to believe

that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from

similar insurers as may be necessary to continue its business.

(hh)

Accounting Controls. The Company and each of its Subsidiaries maintain a system of “internal control over financial

reporting” (as such term is defined in Rule 13a-15(f) of the General Rules and Regulations under the Exchange Act (the “Exchange

Act Rules”)) sufficient to comply with the requirements of the Exchange Act and which has been designed by their respective

principal executive and principal financial officers, or under their supervision, to provide reasonable assurances that: (i) transactions

are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to

permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (iii) access to assets is

permitted only in accordance with management’s general or specific authorization; (iv) the recorded accountability for assets is

compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) interactive

data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents in

all material respects the Commission’s rules and guidelines applicable thereto. Except as disclosed in the Registration Statement,

in the General Disclosure Package and in the Prospectus, the Company’s internal control over financial reporting is effective. Except

as described in the General Disclosure Package, since the end of the Company’s most recent audited fiscal year, there has been (A)

no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (B) no change in

the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect,

the Company’s internal control over financial reporting.

(ii)

Disclosure Controls. The Company and its subsidiaries maintain disclosure controls and procedures (as such is defined in

Rule 13a-15(e) of the Exchange Act Rules) that are sufficient to comply with the requirements of the Exchange Act; such disclosure controls

and procedures have been designed to ensure that information required to be disclosed by the Company and its subsidiaries in reports that

they file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s

rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to the Company’s

management to allow timely decisions regarding disclosures. The Company and its subsidiaries have conducted evaluations of the effectiveness

of their disclosure controls as required by Rule 13a-15 of the Exchange Act.

(jj)

No Undisclosed Relationships. No relationship, direct or, to the Company’s Knowledge, indirect, exists between or

among the Company or any of its subsidiaries on the one hand, and the directors, officers, stockholders (or analogous interest holders),

customers or suppliers of the Company or any of its affiliates on the other hand, which is required to be described in the General Disclosure

Package and the Prospectus or a document incorporated by reference therein and which is not so described.

(kk)

No Registration Rights. Except as otherwise disclosed in the General Disclosure Package

and the Prospectus, no person or entity has the right to require registration of shares of Common Stock or other securities of

the Company or any of its subsidiaries because of the filing or effectiveness of the Registration Statement or otherwise, except for persons

and entities who have expressly waived such right in writing or who have been given timely and proper written notice and have failed to

exercise such right within the time or times required under the terms and conditions of such right.

(ll)

Margin Rules. The application of the proceeds received by the Company from the issuance, sale and delivery of the Securities

as described in the General Disclosure Package and the Prospectus will not violate Regulation T, U or X of the Board of Governors of the

Federal Reserve system or any other regulation of such Board of Governors.

(mm)

No Broker’s Fees. Neither the Company nor any of its subsidiaries is a party to any contract, agreement or understanding

with any person (other than this Agreement) that would give rise to a valid claim against the Company or any of its subsidiaries or the

Underwriters for a brokerage commission, finder’s fee or like payment in connection with the offering and sale of the Securities

or any transaction contemplated by this Agreement, the Registration Statement, the General Disclosure Package or the Prospectus.

(nn)

No Restrictions on Subsidiaries. Except as described in the General Disclosure Package and the Prospectus, no Subsidiary

of the Company is currently prohibited, directly or indirectly, under any agreement or other instrument to which it is a party or is subject,

from paying any dividends to the Company, from making any other distribution on such Subsidiary’s capital stock, from repaying to

the Company any loans or advances to such subsidiary from the Company or from transferring any of such Subsidiary’s properties or

assets to the Company or any other subsidiary of the Company.

(oo)

Forward-Looking Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section

21E of the Exchange Act) contained in either the General Disclosure Package or the Prospectus has been made or reaffirmed without a reasonable

basis or has been disclosed other than in good faith.

(pp)

Listing. The Company is subject to and in compliance in all material respects with the reporting requirements of Section

13 or Section 15(d) of the Exchange Act. The Common Stock is registered pursuant to Section 12(b) of the Exchange Act and is listed on

the Exchange, and the Company has taken no action designed to, or reasonably likely to have the effect of, terminating the registration

of the Common Stock under the Exchange Act or delisting the Common Stock from the Exchange, nor has the Company received any notification

that the Commission or FINRA is contemplating terminating such registration or listing.

(qq)

Sarbanes-Oxley Act. The Company is in material compliance with all applicable provisions of the Sarbanes-Oxley Act of 2002

and the rules and regulations of the Commission thereunder.

(rr)

No Unlawful Payments. Neither the Company nor any of its subsidiaries nor, to the Company’s Knowledge, any director,

officer, employee, agent, affiliate or other person acting on behalf of the Company or any subsidiary, has (i) used any corporate funds

for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) made any direct or indirect

unlawful payment to foreign or domestic government officials or employees, political parties or campaigns, political party officials,

or candidates for political office from corporate funds, (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt

Practices Act of 1977, as amended, or any applicable anti-corruption laws, rules, or regulation of any other jurisdiction in which the

Company or any subsidiary conducts business, or (iv) made any other unlawful bribe, rebate, payoff, influence payment, kickback, or other

unlawful payment to any person.

(ss)

Statistical and Market Data. Nothing has come to the attention of the Company that has caused the Company to believe that

any third-party statistical and market related data included in the Registration Statement, the General Disclosure Package and the Prospectus

are based on or derived from sources that are not reliable and accurate in all material respects.

(tt)

Compliance with Money Laundering Laws. The operations of the Company and its subsidiaries are and have been conducted at

all times in compliance with all applicable financial recordkeeping and reporting requirements, including those of the U.S. Bank Secrecy

Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct

Terrorism Act of 2001 (USA PATRIOT Act), and the applicable anti-money laundering statutes of jurisdictions where the Company and its

subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued,

administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”), and no

action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or

any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the Company’s Knowledge, threatened.

(uu)

Office of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company's Knowledge, any director,

officer, agent, employee or affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the

Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”).

(vv)

No Associated Persons; FINRA Matters. Neither the Company nor any of its affiliates (within the meaning of FINRA Rule 5121(f)(1))

directly or indirectly controls, is controlled by, or is under common control with, or is an associated person (within the meaning of

Article I, Section 1(ee) of the By-laws of FINRA) of, any member firm of FINRA. The Company is an

“experienced issuer” within the meaning of FINRA Rule 5110(j)(6).

(ww)

No Acquisitions or Dispositions. Except as are described in the Registration Statement, the General Disclosure Package

and the Prospectus, there are no contracts, letters of intent, term sheets, agreement, arrangements or understandings with respect to

the direct or indirect acquisition or disposition by the Company of material interests in real or personal property.

(xx)

Certain Issuances and Sales of Common Stock. Since April 23, 2026, the Company has not issued or sold, or delivered any

placement notices with respect to the issuance and sale of, any shares of Common Stock pursuant to that certain Sales Agreement, dated

as of March 27, 2026, by and between the Company and Needham & Company LLC, as sales agent, and has provided the required notification

of this offering.

Any certificate signed by or on behalf of the

Company and delivered to the Representative or to counsel for the Underwriters shall be deemed to be a representation and warranty by

the Company to each Underwriter as to the matters covered thereby.

3. Purchase, Sale and Delivery of Offered Securities.

On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth,

the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company the

respective numbers of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto.

The purchase price per share

to be paid by the Underwriters to the Company for the Firm Stock and Optional Stock will be $1.927 per share (the “Share Purchase

Price”). The purchase price per Firm Pre-Funded Warrant and Optional Pre-Funded Warrant to be paid by the Underwriters to

the Company will be $1.926 (the “Pre-Funded Warrant Purchase Price”).

The Company will deliver the

Firm Stock to the Representative for the respective accounts of the several Underwriters, through the facilities of The Depository Trust

Company, issued in such names and in such denominations as the Representative may direct by notice in writing to the Company given at

or prior to 12:00 Noon, New York time, on the first (1st) full business day preceding the Closing Date, against payment of

the aggregate Share Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank specified by the Company

payable to the order of the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement

is a further condition of the obligations of each Underwriter hereunder. The delivery and closing shall occur on or about 12:00 P.M.,

New York time, on May 29, 2026, in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such payment and delivery are

herein referred to as the “Closing Date.” The Closing Date and the location of delivery of, and the form of

payment for, the Firm Securities may be varied by agreement between the Company and the Representative.

The Underwriters may purchase

all or less than all of the Optional Securities. The price per share of Optional Stock and Optional Pre-Funded Warrant to be paid for

the Optional Stock and/or Optional Pre-Funded Warrant shall be the Share Purchase Price and/or the Pre-Funded Warrant Purchase Price,

as applicable. The Company agrees to sell to the Underwriters the number of Optional Securities specified in the written notice delivered

by the Representative to the Company described below and the Underwriters agree, severally and not jointly, to purchase such Optional

Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as

the number of Firm Securities set forth opposite such Underwriter’s name on Schedule A bears to the total number of Firm

Securities (subject to adjustment by the Representative to eliminate fractions). The option granted hereby may be exercised as to all

or any part of the Optional Securities at any time, and from time to time; provided, however, that notice of such exercise

must be delivered not more than thirty (30) days subsequent to the date of this Agreement. No Optional Securities shall be sold and delivered

unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities

or any portion thereof may be surrendered and terminated at any time upon notice by the Representative to the Company.

The option granted hereby

shall be exercised by written notice being given to the Company by the Representative setting forth the number of Optional Securities

to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Securities. Each date and time

for delivery of and payment for the Optional Securities (which may be the Closing Date, but not earlier) is herein called the “Option

Closing Date” and shall in no event be earlier than one (1) business day nor later than five (5) business days after written

notice is given. The Option Closing Date and the Closing Date are herein called the “Closing Dates.”

The Company will deliver the

Optional Stock to the Representative for the respective accounts of the several Underwriters through the facilities of The Depository

Trust Company, issued in such names and in such denominations as the Representative may direct by notice in writing to the Company given

at or prior to 12:00 Noon, New York time, on the first (1st) full business day preceding the Option Closing Date, against payment

of the aggregate Share Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank acceptable to the

Representative payable to the order of the Company. Time shall be of the essence, and delivery at the time and place specified pursuant

to this Agreement is a further condition of the obligations of each Underwriter hereunder. The Option Closing Date and the location of

delivery of, and the form of payment for, the Optional Securities may be varied by agreement between the Company and the Representative.

Notwithstanding the foregoing,

the Company and the Representative may instruct purchasers of the Firm Pre-Funded Warrants, Optional Pre-Funded Warrants, Firm

Stock and/or Optional Stock in the offering to make payment for the Firm Pre-Funded Warrants, Optional Pre-Funded Warrants,

Firm Stock and/or Optional Stock prior to the Closing Date and/or Option Closing Date, as applicable, to the Company by wire transfer

in immediately available funds to the account specified by the Company at the Share Purchase Price, with respect to any Firm Stock or

Optional Stock, and at the Pre-Funded Warrant Purchase Price, with respect to any Firm Pre-Funded Warrants or Optional Pre-Funded Warrants,

in lieu of payment by the Underwriters for such Firm Stock and/or Optional Stock or Firm Pre-Funded Warrants and/or Optional

Pre-Funded Warrants, as applicable, and the Company shall deliver, or cause to be delivered, the Firm Stock, Optional Stock, Firm Pre-Funded Warrants

and/or Optional Pre-Funded Warrants, as applicable, to such purchasers at the Closing Date or Option Closing Date, as applicable, in definitive

form and registered in such names and in such denominations as the Representative shall request in writing before the Closing Date or

Option Closing Date, as applicable, against such payment, in lieu of the Company’s obligation to deliver such, Firm Stock, Optional

Stock, Firm Pre-Funded Warrants and/or Optional Pre-Funded Warrants to the Underwriters; provided, that, the Representative shall

withhold $0.123 per Firm Stock or Optional Stock with respect to such Firm Stock or Optional Stock and $0.123 per Pre-Funded Warrant

with respect to such Pre-Funded Warrants, in either case as an offset against the payment owed by the Representative to the

Company with respect to the Securities hereunder. In the event that the purchasers of the Firm Stock, Optional Stock, Firm Pre-Funded Warrants

and/or Optional Pre-Funded Warrants fail to make payment to the Company for all or part of the Firm Stock, Optional Stock, Firm Pre-Funded Warrants

and/or Optional Pre-Funded Warrants at the Closing Date or Option Closing Date, as applicable, the Representative may elect, by written

notice to the Company, to purchase additional Firm Stock or Optional Stock, as applicable, in lieu of all or a portion of such Firm

Stock, Optional Stock, Firm Pre-Funded Warrants or Optional Pre-Funded Warrants, as applicable, to be delivered to the Underwriters

under this Agreement at the price per Firm Share listed in Section 3 hereof at the applicable Closing in the manner contemplated

herein in connection with the issuance and purchase of Firm Stock. The Pre-Funded Warrants will be made available for inspection

by the Representative on the business day prior to the Closing Date.

The several Underwriters propose

to offer the Securities for sale upon the terms and conditions set forth in the Prospectus.

4. Further Agreements of the Company.

(i)

The Company agrees with the several Underwriters:

(a)

Required Filings; Amendments or Supplements; Notice to the Representative. During

the period beginning on the date hereof and ending on the later of the Option Closing Date or such date, as in the opinion of counsel

for the Underwriters, the Prospectus is no longer required by law to be delivered (assuming the absence of Rule 172 under the Securities

Act), in connection with sales by an Underwriter or a dealer (the “Prospectus Delivery Period”), prior

to amending or supplementing the Registration Statement (including any Rule 462(b) Registration Statement), the General Disclosure Package

or the Prospectus, the Company shall furnish to the Underwriters for review a copy of each such proposed amendment or supplement, and

the Company shall not file any such proposed amendment or supplement to which the Underwriters or counsel to the Underwriters reasonably

object. Subject to this Section 4(i)(a), immediately following execution of this Agreement, the Company will prepare the Prospectus

containing the Rule 430B Information and other selling terms of the Securities, the plan of distribution thereof and such other information

as may be required by the Securities Act or the Rules and Regulations or as the Underwriters and the Company may deem appropriate, and

if requested by the Underwriters, an issuer free writing prospectus containing the selling terms of the Securities and such other information

as the Company and the Underwriters may deem appropriate, and will file or transmit for filing with the Commission, in accordance with

Rule 424(b) or Rule 433 of the Rules and Regulations, as the case may be, copies of the Prospectus and each issuer free writing prospectus.

(b)

Permitted Free Writing Prospectus. The Company represents and agrees that, unless it obtains the prior consent of the Representative,

and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representative, it has not

made and will not make (other than a filing pursuant to Section 4(i)(a) hereof) any offer relating to the Securities that

would constitute a “free writing prospectus” as defined in Rule 405 of the Rules and Regulations unless the prior written

consent of the Representative has been received (each, a “Permitted Free Writing Prospectus”); provided

that the prior written consent of the Representative hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses

included in Schedule B hereto. The Company represents that it has treated and agrees that it will treat each Permitted Free Writing

Prospectus as an Issuer Free Writing Prospectus, comply with the requirements of Rules 164 and 433 of the Rules and Regulations applicable

to any Issuer Free Writing Prospectus, including the requirements relating to timely filing with the Commission, legending and record

keeping and will not take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant

to Rule 433(d) of the Rules and Regulations a free writing prospectus prepared by or on behalf of such Underwriter that such Underwriter

otherwise would not have been required to file thereunder.

(c)

Ongoing Compliance.

(A) During

the Prospectus Delivery Period, the Company will comply with all requirements imposed upon it by the Securities Act, as now and hereafter

amended, and by the Rules and Regulations, as from time to time in force, and by the Exchange Act so far as necessary to permit the continuance

of sales of or dealings in the Securities as contemplated by the provisions hereof, the General Disclosure Package and the Prospectus.

If during such period any event occurs as a result of which the Prospectus (or if the Prospectus is not yet available to prospective purchasers,

the General Disclosure Package) would include an untrue statement of a material fact or omit to state a material fact necessary to make

the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary or appropriate

in the opinion of the Company or its counsel or the Underwriters or counsel to the Underwriters to amend the Registration Statement or

supplement the Prospectus (or, if the Prospectus is not yet available to prospective purchasers, the General Disclosure Package) to comply

with the Securities Act or to file under the Exchange Act any document which would be deemed to be incorporated by reference in the Prospectus

(or if the Prospectus is not yet available to prospective purchasers, the General Disclosure Package) in order to comply with the Securities

Act or the Exchange Act, the Company promptly will (x) notify you of such untrue statement or omission, (y) amend the Registration

Statement or supplement the Prospectus (or, if the Prospectus is not yet available to prospective purchasers, the General Disclosure Package)

or file such document (at the expense of the Company) so as to correct such statement or omission or effect such compliance, and (z) notify

you when any amendment to the Registration Statement is filed or becomes effective or when any supplement to the Prospectus (or, if the

Prospectus is not yet available to prospective purchasers, the General Disclosure Package) is filed.

(B) During the Prospectus

Delivery Period, if at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development

as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration

Statement, the Preliminary Prospectus or the Prospectus or included or would include, when taken together with the General Disclosure

Package, an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements

therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company (x) has promptly notified

or promptly will notify the Underwriters of such conflict, untrue statement or omission, (y) has promptly amended or will promptly

amend or supplement, at its own expense, such issuer free writing prospectus to eliminate or correct such conflict, untrue statement or

omission, and (z) has notified or promptly will notify you when such amendment or supplement was or is filed with the Commission

where so required to be filed.

(d)

Delivery of Registration Statement. To the extent not available on the Commission’s Electronic Data Gathering, Analysis

and Retrieval system or any successor system (“EDGAR”), upon the request of the Representative, to furnish promptly

to the Representative and to counsel for the Underwriters a signed copy of the Registration Statement as originally filed with the Commission,

and of each amendment thereto filed with the Commission, including all consents and exhibits filed therewith.

(e)

Delivery of Copies. Upon request of the Representative, to the extent not available on EDGAR, to deliver promptly to the

Representative in New York City such number of the following documents as the Representative shall reasonably request: (i) conformed copies

of the Registration Statement as originally filed with the Commission (in each case excluding exhibits), (ii) each Preliminary Prospectus,

(iii) any Issuer Free Writing Prospectus, (iv) the Prospectus (the delivery of the documents referred to in clauses (i), (ii), (iii) and

(iv) of this paragraph (e) to be made not later than 10:00 A.M., New York time, on the business day following the execution and delivery

of this Agreement), (v) conformed copies of any amendment to the Registration Statement (excluding exhibits), (vi) any amendment or supplement

to the General Disclosure Package or the Prospectus (the delivery of the documents referred to in clauses (v) and (vi) of this paragraph

(e) to be made not later than 10:00 A.M., New York City time, on the business day following the date of such amendment or supplement),

and (vii) any document incorporated by reference in the General Disclosure Package or the Prospectus (excluding exhibits thereto) (the

delivery of the documents referred to in clause (vi) of this paragraph (e) to be made not later than 10:00 A.M., New York City time, on

the business day following the date of such document).

(f)

Earnings Statement. To make generally available (which may be satisfied by filing with the Commission’s EDGAR system)

to its stockholders as soon as practicable, but in any event not later than fifteen (15) months after the effective date of the Registration

Statement (as defined in Rule 158(c) of the Rules and Regulations), an earnings statement of the Company and its subsidiaries (which need

not be audited) complying with Section 11(a) of the Securities Act (including, at the option of the Company, Rule 158).

(g)

Blue Sky Compliance. To take promptly from time to time such actions as the Representative may reasonably request to qualify

the Securities for offering and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representative

may reasonably designate and to continue such qualifications in effect, and to comply with such laws, for so long as required to permit

the offer and sale of Securities in such jurisdictions; provided that the Company and its subsidiaries shall not be obligated to

(i) qualify as foreign corporations in any jurisdiction in which they are not so qualified, (ii) file a general consent to service of

process in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

(h)

Reports. Upon request, during the period of two (2) years from the date hereof, to deliver to each of the Underwriters,

(i) as soon as they are available, copies of all reports or other communications (financial or other) furnished to stockholders, and (ii)

as soon as they are available, copies of any reports and financial statements furnished or filed with the Commission or any national securities

exchange on which the Common Stock is listed. However, so long as the Company is subject to the reporting requirements of either Section

13 or Section 15(d) of the Exchange Act and is timely filing reports with the Commission on EDGAR, it is not required to furnish such

reports or statements to the Underwriters.

(i)

Lock-Up. During the period commencing on and including the date hereof and ending on and including the sixtieth (60th) day

following the date of this Agreement (the “Lock-Up Period”), the Company will not, without the prior written

consent of the Representative, directly or indirectly offer, sell (including, without limitation, any short sale), assign, transfer, pledge,

contract to sell, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act,

or otherwise dispose of, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Common

Stock, options, rights or warrants to acquire Common Stock or securities exchangeable or exercisable for or convertible into Common Stock

(other than is contemplated by this Agreement with respect to the Securities) or publicly announce any intention to do any of the foregoing;

provided, however, that the Company may: (i) issue Common Stock and options to purchase Common Stock, shares of Common Stock

underlying options granted and other securities, each pursuant to any director or employee stock option plan, stock ownership plan or

dividend reinvestment plan of the Company in effect on the date hereof and described in the Registration Statement, General Disclosure

Package or Prospectus; (ii) issue Common Stock pursuant to the conversion of securities or the exercise of warrants, which securities

or warrants or obligations to issue such securities or warrants are outstanding on the date hereof and described in the Registration Statement,

General Disclosure Package or Prospectus; (iii) adopt a new equity incentive plan, and file a registration statement on Form S-8 under

the Securities Act to register the offer and sale of securities to be issued pursuant to such new equity incentive plan, and issue securities

pursuant to such new equity incentive plan (including, without limitation, the issuance of shares of Common Stock upon the exercise of

options or other securities issued pursuant to such new equity incentive plan), provided that (1) such new equity incentive plan

satisfies the transaction requirements of General Instruction A.1 of Form S-8 under the Securities Act and (2) this clause (iii) shall

not be available unless, for each person listed on Schedule D, such shares of Common Stock, or securities exchangeable or exercisable

for or convertible into Common Stock, pursuant to such new equity incentive plan shall be contractually prohibited from selling, offering,

disposing of or otherwise transferring any such shares or securities during the remainder of the Lock-Up Period. The Company will cause

each person and entity listed in Schedule D to furnish to the Representative, prior to the Closing Date, a “lock-up”

agreement, substantially in the form of Exhibit I hereto. In addition, the Company will direct the transfer agent to place stop

transfer restrictions upon any such securities of the Company that are bound by such “lock-up” agreements for the duration

of the periods contemplated in such agreements.

(j)

Delivery of SEC Correspondence. During the Prospectus Delivery Period, to supply the Underwriters with copies of all correspondence

to and from, and all documents issued to and by, the Commission in connection with the registration of the Securities under the Securities

Act or any of the Registration Statement, any Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto or document

incorporated by reference therein.

(k)

Press Releases. Prior to the Closing Date, not to issue any press release or other communication directly or indirectly

or hold any press conference with respect to the Company, its condition, financial or otherwise, or earnings, business affairs or business

prospects (except for routine oral marketing communications in the ordinary course of business and consistent with the past practices

of the Company and of which the Representative is notified), without the prior consent of the Representative (which consent shall not

be unreasonably withheld), unless in the judgment of the Company and its counsel, and after notification to the Representative, such press

release or communication is required by law or applicable Exchange rules.

(l)

Compliance with Regulation M. Until the Underwriters shall have notified the Company of the completion of the resale of

the Securities, that the Company will not, and will use its reasonable best efforts to cause its affiliated purchasers (as defined in

Regulation M under the Exchange Act) not to, either alone or with one or more other persons, bid for or purchase, for any account in which

it or any of its affiliated purchasers has a beneficial interest, any Securities, or attempt to induce any person to purchase any Securities;

and not to, and to use its reasonable best efforts to cause its affiliated purchasers not to, make bids or purchase for the purpose of

creating actual, or apparent, active trading in or of raising the price of the Common Stock.

(m)

Registrar and Transfer Agent. To maintain, at its expense, a registrar and transfer agent for the Common Stock.

(n)

Use of Proceeds. To apply the net proceeds from the sale of the Securities as set forth in the Prospectus under the heading

“Use of Proceeds,” and except as disclosed in the Prospectus, the Company does not intend to use any of the proceeds from

the sale of the Securities hereunder to repay any outstanding debt owed to any affiliate of any Underwriter and shall not use such proceeds

in violation of the Foreign Corrupt Practices Act of 1977, as amended or OFAC regulations.

(o)

Exchange Listing. To use its reasonable best efforts to list, subject to notice of issuance, the Firm Stock and Optional

Stock on the Exchange.

(p)

Performance of Covenants and Satisfaction of Conditions. To use its reasonable best efforts to do and perform all things

required to be done or performed under this Agreement by the Company prior to each Closing Date and to satisfy all conditions precedent

to the delivery of the Securities.

5. Payment of Expenses.

(a)

The Company agrees to pay, or reimburse if paid by any Underwriter, whether or not the transactions contemplated hereby are consummated

or this Agreement is terminated: (a) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities

and any taxes payable in that connection; (b) the costs incident to the preparation, printing and distribution of the Registration Statement,

the Base Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus, any

amendments, supplements and exhibits thereto or any document incorporated by reference therein and the costs of printing, reproducing

and distributing, the “Agreement Among Underwriters” between the Representative and the Underwriters, the Master Selected

Dealers’ Agreement (if any), the Underwriters’ Questionnaire, this Agreement and any closing documents by email, mail or other

means of communications; (c) the reasonable and documented fees and expenses (including related fees and expenses of counsel for the Underwriters)

incurred in connection with securing any required review by FINRA of the terms of the sale of the Securities and any filings made with

FINRA; (d) any applicable Exchange listing or other fees; (e) the reasonable fees and expenses (including related fees and expenses of

counsel to the Underwriters) of qualifying the Securities under the securities laws of the several jurisdictions as provided in Section

4(i)(g) and of preparing, printing and distributing wrappers, Blue Sky Memoranda and Legal Investment Surveys; (f) all fees and expenses

of the registrar and transfer agent of the Securities; (g) the costs and expenses relating to investor presentations on any “road

show” undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated

with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics,

fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company; and

(h) all other costs and expenses incident to the offering of the Securities or the performance of the obligations of the Company under

this Agreement (including, without limitation, the fees and expenses of the Company’s counsel and the Company’s independent

accountants); provided that, except to the extent otherwise provided in this Section 5 and in Sections 9 and 10,

the Underwriters shall pay their own costs and expenses, including the fees and expenses of their counsel not contemplated herein, any

transfer taxes on the resale of any Securities by them and the expenses of advertising any offering of the Securities made by the Underwriters.

(b)

Inclusive of the expenses set forth in Section 5(a) above, the Company agrees to reimburse the Representative for its reasonable

out-of-pocket expenses in connection with the performance of its activities under this Agreement, including the reasonable and documented

fees and expenses of the Underwriters’ outside legal counsel, such reimbursement not to exceed $100,000.

6. Conditions of Underwriters’ Obligations. The

respective obligations of the several Underwriters hereunder are subject to the accuracy, when made and as of the Applicable Time and

on such Closing Date, of the representations and warranties of the Company contained herein, to the accuracy of the statements of the

Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, and

to each of the following additional terms and conditions:

(a)

Registration Compliance; No Stop Orders. The Registration Statement has become effective under the Securities Act, and no

stop order suspending the effectiveness of the Registration Statement or any part thereof, preventing or suspending the use of any Preliminary

Prospectus, the Prospectus or any Permitted Free Writing Prospectus or any part thereof shall have been issued and no proceedings for

that purpose or pursuant to Section 8A under the Securities Act shall have been initiated or, to the Company’s Knowledge, threatened

by the Commission, and all requests for additional information on the part of the Commission (to be included or incorporated by reference

in the Registration Statement or the Prospectus or otherwise) shall have been complied with to the reasonable satisfaction of the Representative;

the Rule 462(b) Registration Statement, if any, each Issuer Free Writing Prospectus and the Prospectus shall have been filed with, the

Commission within the applicable time period prescribed for such filing by, and in compliance with, the Rules and Regulations and in accordance

with Section 4(i)(a), and the Rule 462(b) Registration Statement, if any, shall have become effective immediately upon its filing

with the Commission; and FINRA shall have raised no unresolved objection to the fairness and reasonableness of the terms of this Agreement

or the transactions contemplated hereby.

(b)

No Material Misstatements. None of the Underwriters shall have discovered and disclosed to the Company on or prior to such

Closing Date that the Registration Statement or any amendment or supplement thereto contains an untrue statement of a fact which, in the

opinion of counsel for the Underwriters, is material or omits to state any fact which, in the opinion of such counsel, is material and

is required to be stated therein or is necessary to make the statements therein not misleading, or that the General Disclosure Package,

any Issuer Free Writing Prospectus or the Prospectus or any amendment or supplement thereto contains an untrue statement of fact which,

in the opinion of such counsel, is material or omits to state any fact which, in the opinion of such counsel, is material and is necessary

in order to make the statements, in the light of the circumstances in which they were made, not misleading.

(c)

Corporate Proceedings. All corporate proceedings incident to the authorization, form and validity of each of this Agreement,

the Securities, the Registration Statement, the General Disclosure Package, each Issuer Free Writing Prospectus and the Prospectus and

the transactions contemplated hereby shall be reasonably satisfactory in all material respects to counsel for the Underwriters, and the

Company shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon

such matters.

(d)

Opinion and 10b-5 Statement of Counsel for the Company. ArentFox Schiff LLP shall have furnished to the Representative

such counsel’s written opinion and 10b-5 Statement (which may be included in the opinion), as counsel to the Company, addressed

to the Underwriters and dated such Closing Date, in form and substance reasonably satisfactory to the Representative.

(e)

Comfort Letter. At the time of the execution of this Agreement, the Representative shall have received from MaloneBailey

LLP a letter, addressed to the Underwriters, executed and dated such date, in form and substance satisfactory to the Representative (i)

confirming that it is an independent registered accounting firm with respect to the Company and its consolidated subsidiaries within the

meaning of the Securities Act and the Rules and Regulations and PCAOB and (ii) stating the conclusions and findings of the firm, of the

type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the financial statements

and certain financial information contained or incorporated by reference in the Registration Statement, the General Disclosure Package

and the Prospectus.

(f)

Bring Down Comfort Letter. On the effective date of any post-effective amendment to the Registration Statement and on such

Closing Date, the Representative shall have received a letter (the “bring-down letter”) from MaloneBailey LLP

addressed to the Underwriters and dated such Closing Date confirming, as of the date of the bring-down letter (or, with respect to matters

involving changes or developments since the respective dates as of which specified financial information is given in the General Disclosure

Package and the Prospectus, as the case may be, as of a date not more than three (3) business days prior to the date of the bring-down

letter), the conclusions and findings of the firm, of the type ordinarily included in accountants’ “comfort letters”

to underwriters, with respect to the financial information and other matters covered by its letter delivered to the Representative concurrently

with the execution of this Agreement pursuant to paragraph (g) of this Section 6.

(g)

Officer’s Certificate. The Company shall have furnished to the Representative a certificate, dated such Closing Date,

of its Chief Executive Officer or President and its Chief Financial Officer stating in their respective capacities as officers of the

Company on behalf of the Company that (i) no stop order suspending the effectiveness of the Registration Statement (including, for avoidance

of doubt, any Rule 462(b) Registration Statement), or any post-effective amendment thereto, shall be in effect and no proceedings for

such purpose shall have been instituted or, to their knowledge, threatened by the Commission, (ii) for the period from and including the

date of this Agreement through and including such Closing Date, there has not occurred any Material Adverse Effect, (iii) to their knowledge,

as of such Closing Date, the representations and warranties of the Company in this Agreement are true and correct (except to the extent

that such representations and warranties speak as of another date, in which case such representations and warranties shall be true and

correct as of such other date), and the Company has complied with all agreements and satisfied all conditions on its part to be performed

or satisfied hereunder at or prior to such Closing Date, and (iv) there has not been, subsequent to the date of the most recent audited

financial statements included or incorporated by reference in the General Disclosure Package, any Material Adverse Effect, or any change

or development that, singularly or in the aggregate, would reasonably be expected to have a Material Adverse Effect, except as set forth

in the General Disclosure Package and the Prospectus.

(h)

No Material Adverse Effect. Since the date of the latest audited financial statements included in the General Disclosure

Package or incorporated by reference in the General Disclosure Package as of the date hereof, (i) neither the Company nor any of its subsidiaries

shall have sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered

by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth in the General Disclosure

Package, and (ii) there shall not have been any change in the capital stock or long-term debt of the Company or any of its subsidiaries,

or any change, or any development involving a prospective change, in or affecting the business, properties, management, financial position,

stockholders’ equity or results of operations of the Company and its subsidiaries, otherwise than as set forth in the General Disclosure

Package, the effect of which, in any such case described in clause (i) or (ii) of this paragraph (i), is, in the reasonable judgment of

the Representative, so material and adverse as to make it impracticable or inadvisable to proceed with the sale or delivery of the Securities

on the terms and in the manner contemplated in the General Disclosure Package.

(i)

No Legal Impediment to Issuance. No action shall have been taken and no law, statute, rule, regulation or order shall have

been enacted, adopted or issued by any governmental or regulatory agency or body which would prevent the issuance or sale of the Securities;

and no injunction, restraining order or order of any other nature by any federal or state court of competent jurisdiction shall have been

issued which would prevent the issuance or sale of the Securities or materially and adversely affect or potentially materially and adversely

affect the business or operations of the Company.

(j)

Market Conditions. Subsequent to the execution and delivery of this Agreement there shall not have occurred any of the following:

(i) trading in any of the Company’s securities shall have been suspended or materially limited by the Commission or the Exchange,

or trading in securities generally on the New York Stock Exchange, Nasdaq Global Select Market, Nasdaq Global Market, Nasdaq Capital Market

or the NYSE American or in the over-the-counter market, or trading in any securities of the Company on any exchange or in the over-the-counter

market, shall have been suspended or materially limited, or minimum or maximum prices or maximum range for prices shall have been established

on any such exchange or such market by the Commission, by such exchange or market or by any other regulatory body or governmental authority

having jurisdiction, (ii) a banking moratorium shall have been declared by Federal or state authorities or a material disruption has occurred

in commercial banking or securities settlement or clearance services in the United States, (iii) the United States shall have become engaged

in hostilities, or the subject of an act of terrorism, or there shall have been an outbreak of or escalation in hostilities involving

the United States, or there shall have been a declaration of a national emergency or war by the United States or (iv) there shall have

occurred such a material adverse change in general economic, political or financial conditions (or the effect of international conditions

on the financial markets in the United States shall be such) as to make it, in the reasonable judgment of the Representative, impracticable

or inadvisable to proceed with the sale or delivery of the Securities on the terms and in the manner contemplated in the General Disclosure

Package and the Prospectus.

(k)

Exchange Listing. The Company shall have filed a Notification: Listing of Additional Shares with the Exchange, and the Firm

Stock and Optional Stock to be delivered on the Closing Date or the Option Closing Date (as applicable), will be approved for listing

on the Exchange, subject to official notice of issuance.

(l)

Good Standing. The Representative shall have received on and as of such Closing Date satisfactory evidence of the good standing

of the Company in its jurisdictions of organization and its good standing as a foreign entity in such other jurisdictions as the Representative

may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities

of such jurisdictions.

(m)

Lock-Up Agreements. The Representative shall have received the written agreements, substantially in the form of Exhibit I

hereto, of the executive officers and directors of the Company listed in Schedule D to this Agreement.

(n)

Secretary’s Certificate. The Company shall have furnished to the Representative a Secretary’s Certificate of

the Company, in form and substance reasonably satisfactory to counsel for the Underwriters and customary for the type of offering contemplated

by this Agreement.

(o)

Chief Financial Officer Certificate. The Company shall have furnished to the Representative certificates, one dated as of

and delivered on the date hereof and one dated as of and delivered on such Closing Date, of its Chief Financial Officer, in form and substance

reasonably satisfactory to the Representative.

(p)

Additional Documents. On or prior to such Closing Date, the Company shall have furnished to the Representative such further

certificates and documents as the Representative may reasonably request.

All opinions, letters, evidence

and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if

they are in form and substance reasonably satisfactory to counsel for the Underwriters.

7. Indemnification and Contribution.

(a)

Indemnification of Underwriters by the Company. The Company shall indemnify and hold harmless each Underwriter, its affiliates,

directors, officers, managers, members, employees, representatives and agents and each person, if any, who controls any Underwriter within

the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified

Parties,” and each an “Underwriter Indemnified Party”) against any loss, claim, damage, expense

or liability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which such Underwriter Indemnified

Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation

or proceeding arises out of or is based upon (A) any untrue statement or alleged untrue statement of a material fact contained in any

Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant

to Rule 433(d) of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or

document incorporated by reference therein, or in any materials or information provided to investors by, or with the approval of, the

Company in connection with the marketing of the offering of the Securities, including any roadshow or investor presentations made to investors

by the Company (whether in person or electronically) (“Marketing Materials”) or (B) the omission or alleged

omission to state in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required

to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement or the Prospectus, or in any amendment or

supplement thereto or document incorporated by reference therein, or in any Marketing Materials, a material fact required to be stated

therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading, and shall

reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter

Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness

in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding,

as such fees and expenses are incurred; provided, however, that the Company shall not be liable in any such case to the

extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement or alleged untrue statement

in, or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any such amendment

or supplement thereto, any Issuer Free Writing Prospectus or any Marketing Materials made in reliance upon and in conformity with written

information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for use therein, which

information the parties hereto agree is limited to the Underwriters’ Information.

The indemnity agreement in this Section

7(a) is not exclusive and is in addition to each other liability which the Company might have under this Agreement or otherwise, and

shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to any Underwriter Indemnified

Party.

(b)

Indemnification of Company by the Underwriters. Each Underwriter, severally and not jointly, shall indemnify and hold harmless

the Company and its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within

the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Company Indemnified Parties”

and each a “Company Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or

any action, investigation or proceeding in respect thereof), joint or several, to which such Company Indemnified Party may become subject,

under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises

out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus,

any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the

Rules and Regulations, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or document incorporated

by reference therein, or (ii) the omission or alleged omission to state in any Preliminary Prospectus, any Issuer Free Writing Prospectus,

any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration

Statement or the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein, a material fact

required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made,

not misleading, but in each case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission

was made in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf

of that Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Information,

and shall reimburse the Company Indemnified Parties for any legal or other expenses reasonably incurred by such party in connection with

investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim,

damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. This indemnity agreement is not exclusive

and will be in addition to any liability which the Underwriters might otherwise have and shall not limit any rights or remedies which

may otherwise be available under this Agreement, at law or in equity to the Company Indemnified Parties.

(c)

Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, the indemnified

party shall, if a claim in respect thereof is to be made against an indemnifying party under this Section 7, notify such indemnifying

party in writing of the commencement of that action; provided, however, that the failure to notify the indemnifying

party shall not relieve it from any liability which it may have under this Section 7 except to the extent it has been materially

prejudiced by such failure; and, provided, further, that the failure to notify an indemnifying party shall not relieve

it from any liability which it may have to an indemnified party otherwise than under this Section 7. If any such action shall be

brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to

participate therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense

of such action with counsel reasonably satisfactory to the indemnified party (which counsel shall not, except with the written consent

of the indemnified party, be counsel to the indemnifying party). After notice from the indemnifying party to the indemnified party of

its election to assume the defense of such action, except as provided herein, the indemnifying party shall not be liable to the indemnified

party under Section 7 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense

of such action other than reasonable costs of investigation; provided, however, that any indemnified party shall

have the right to employ separate counsel in any such action and to participate in the defense of such action but the fees and expenses

of such counsel (other than reasonable costs of investigation) shall be at the expense of such indemnified party unless (i) the employment

thereof has been specifically authorized in writing by the Company in the case of a claim for indemnification under Section 7(a)

or the Representative in the case of a claim for indemnification under Section 7(b), (ii) such indemnified party shall have been

advised by its counsel that there may be one or more legal defenses available to it which are different from or additional to those available

to the indemnifying party, (iii) the indemnifying party has failed to assume the defense of such action and employ counsel reasonably

satisfactory to the indemnified party within a reasonable period of time after notice of the commencement of the action or the indemnifying

party does not diligently defend the action after assumption of the defense, in which case, if such indemnified party notifies the indemnifying

party in writing that it elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not

have the right to assume the defense of (or, in the case of a failure to diligently defend the action after assumption of the defense,

to continue to defend) such action on behalf of such indemnified party and the indemnifying party shall be responsible for legal or other

expenses subsequently incurred by such indemnified party in connection with the defense of such action; provided, however,

that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions

in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses

of more than one separate firm of attorneys at any time for all such indemnified parties (in addition to any local counsel), which firm

shall be designated in writing by the Representative if the indemnified parties under this Section 7 consist of any Underwriter

Indemnified Party or by the Company if the indemnified parties under this Section 7 consist of any Company Indemnified Parties.

Subject to this Section 7(c), the amount payable by an indemnifying party under Section 7 shall include, but not be limited

to, (x) reasonable legal fees and expenses of counsel to the indemnified party and any other expenses in investigating, or preparing to

defend or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any action,

investigation, proceeding or claim, and (y) all amounts paid in settlement of any of the foregoing. No indemnifying party shall, without

the prior written consent of the indemnified parties (which consent shall not be unreasonably withheld or delayed), settle or compromise

or consent to the entry of judgment with respect to any pending or threatened action or any claim whatsoever, in respect of which indemnification

or contribution could be sought under this Section 7 (whether or not the indemnified parties are actual or potential parties thereto),

unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party in form and substance reasonably

satisfactory to such indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as

to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. Subject to the provisions of the

following sentence, no indemnifying party shall be liable for settlement of any pending or threatened action or any claim whatsoever that

is effected without its written consent (which consent shall not be unreasonably withheld or delayed), but if settled with its written

consent, if its consent has been unreasonably withheld or delayed or if there be a judgment for the plaintiff in any such matter, the

indemnifying party agrees to indemnify and hold harmless any indemnified party from and against any loss or liability by reason of such

settlement or judgment. In addition, if at any time an indemnified party shall have requested that an indemnifying party reimburse the

indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature

contemplated by Section 7(a) or 7(b) effected without its written consent if (i) such settlement is entered into more than

forty-five (45) days after receipt by such indemnifying party of the request for reimbursement, (ii) such indemnifying party shall have

received notice of the terms of such settlement at least thirty (30) days prior to such settlement being entered into and (iii) such

indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.

(d)

If the indemnification provided for in this Section 7 is unavailable or insufficient to hold harmless an indemnified party

under Section 7(a) or 7(b), then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute

to the amount paid, payable or otherwise incurred by such indemnified party as a result of such loss, claim, damage, expense or liability

(or any action, investigation or proceeding in respect thereof), as incurred, (i) in such proportion as shall be appropriate to reflect

the relative benefits received by the Company on the one hand and the Underwriters on the other from the offering of the Securities, or

(ii) if the allocation provided by clause (i) of this Section 7(d) is not permitted by applicable law, in such proportion as is

appropriate to reflect not only the relative benefits referred to in clause (i) of this Section 7(d) but also the relative fault

of the Company, on the one hand and the Underwriters on the other with respect to the statements, omissions, acts or failures to act which

resulted in such loss, claim, damage, expense or liability (or any action, investigation or proceeding in respect thereof) as well as

any other relevant equitable considerations. The relative benefits received by the Company, on the one hand and the Underwriters on the

other with respect to such offering shall be deemed to be in the same proportion as the total net proceeds from the offering of the Securities

purchased under this Agreement (before deducting expenses) received by the Company, bear to the total underwriting discounts and commissions

received by the Underwriters with respect to the Securities purchased under this Agreement, in each case as set forth in the table on

the cover page of the Prospectus. The relative fault of the Company on the one hand and the Underwriters on the other shall be determined

by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission

to state a material fact relates to information supplied by the Company, on the one hand or the Underwriters on the other, the intent

of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement, omission,

act or failure to act; provided that the parties hereto agree that the written information furnished to the Company through the

Representative by or on behalf of the Underwriters for use in the Preliminary Prospectus, the Registration Statement or the Prospectus,

or in any amendment or supplement thereto or document incorporated by reference therein, consists solely of the Underwriters’ Information.

(e)

The Company and the Underwriters agree that it would not be just and equitable if contributions pursuant to Section 7(d)

above were to be determined by pro rata allocation or by any other method of allocation which does not take into account the equitable

considerations referred to Section 7(d) above. The amount paid or payable by an indemnified party as a result of the loss, claim,

damage, expense, liability, action, investigation or proceeding referred to in Section 7(d) above shall be deemed to include, subject

to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating,

preparing to defend or defending against or appearing as a third party witness in respect of, or otherwise incurred in connection with,

any such loss, claim, damage, expense, liability, action, investigation or proceeding. Notwithstanding the provisions of this Section

7, no Underwriter shall be required to contribute any amount in excess of the amount by which the total underwriting discounts and

commissions received by such Underwriter with respect to the offering of the Securities exceeds the amount of any damages which the Underwriter

has otherwise paid or become liable to pay by reason of any untrue or alleged untrue statement, omission or alleged omission, act or alleged

act or failure to act or alleged failure to act. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f)

of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The

Underwriters’ obligations to contribute as provided in this Section 7 are several in proportion to their respective underwriting

obligations and not joint.

8. Termination. This Agreement may be terminated by

the Representative by notice to the Company (a) at any time prior to the Closing Date or the Option Closing Date (if different from the

Closing Date and then only as to the Optional Securities) if, prior to the applicable date, any of the events described in Section

6(i), 6(j) or 6(k) shall have occurred, or (b) as provided in Section 10 of this Agreement.

9. Reimbursement of Underwriters’ Expenses. Notwithstanding

anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 8 or 10,

(b) the Company shall fail to tender the Securities for delivery to the Underwriters for any reason not permitted under this Agreement,

(c) the Underwriters shall decline to purchase the Securities for any reason permitted under this Agreement or (d) the sale of the Securities

is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of the refusal,

inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions

hereof, then in addition to the payment of amounts in accordance with Section 5, the Company shall reimburse the Underwriters for

the reasonable and documented fees and expenses of Underwriters’ counsel and for such other out-of-pocket expenses as shall have

been actually and reasonably incurred by them in connection with this Agreement and the proposed purchase of the Securities, and upon

demand the Company shall pay the full amount thereof to the Representative; provided that if this Agreement is terminated pursuant

to Section 10 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting

Underwriter on account of expenses to the extent incurred by such defaulting Underwriter, provided further that the foregoing shall

not limit any reimbursement obligation of the Company to any non-defaulting Underwriter under this Section 9.

10. Substitution of Underwriters. If any Underwriter

or Underwriters shall default in its or their obligations to purchase Securities hereunder on any Closing Date and the aggregate number

of shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total

number of shares to be purchased by all Underwriters on such Closing Date, the other Underwriters shall be obligated severally, in proportion

to their respective commitments hereunder, to purchase the shares which such defaulting Underwriter or Underwriters agreed but failed

to purchase on such Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares with respect

to which such default or defaults occur is more than ten percent (10%) of the total number of shares to be purchased by all Underwriters

on such Closing Date and arrangements satisfactory to the Representative and the Company for the purchase of such shares by other persons

are not made within forty-eight (48) hours after such default, this Agreement shall terminate.

If the remaining Underwriters

or substituted Underwriters are required hereby or agree to take up all or part of the Securities of a defaulting Underwriter or Underwriters

on such Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such Closing Date for

a period of not more than five (5) full business days in order that the Company may effect whatever changes may thereby be made necessary

in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any

amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective

numbers of Securities to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting

obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the

Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this

Section 10 shall be without liability on the part of any non-defaulting Underwriter or the Company, except that the representations,

warranties, covenants, indemnities, agreements and other statements set forth in Section 2, the obligations with respect to expenses

to be paid or reimbursed pursuant to Sections 5 and 9 and the provisions of Section 7 and Sections 11 through

22, inclusive, shall not terminate and shall remain in full force and effect.

11. Absence of Fiduciary Relationship. The Company acknowledges

and agrees that:

(a) each

Underwriter’s responsibility to the Company is solely contractual in nature, the Representative and the Underwriters have been retained

solely to act as underwriters in connection with the sale of the Securities and no fiduciary, advisory or agency relationship between

the Company and the Representative have been created in respect of any of the transactions contemplated by this Agreement, irrespective

of whether the Representative has advised or is advising the Company on other matters;

(b) the

price of the Securities set forth in this Agreement was established by the Company following discussions and arms-length negotiations

with the Representative, and the Company is capable of evaluating and understanding, and understands and accepts, the terms, risks and

conditions of the transactions contemplated by this Agreement;

has been advised that the Representative and its affiliates are engaged in a broad range of transactions which may involve interests that

differ from those of the Company and that the Representative has no obligation to disclose such interests and transactions to the Company

by virtue of any fiduciary, advisory or agency relationship; and

(d) it

waives, to the fullest extent permitted by law, any claims it may have against the Representative for breach of fiduciary duty or alleged

breach of fiduciary duty and agrees that the Representative shall have no liability (whether direct or indirect) to the Company in respect

of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders,

employees or creditors of the Company.

12. Successors; Persons Entitled to Benefit of Agreement.

This Agreement shall inure to the benefit of and be binding upon the several Underwriters, the Company, and their respective successors

and assigns. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, other than the persons

mentioned in the preceding sentence, any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions

herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit

of such persons and for the benefit of no other person; except that the representations, warranties, covenants, agreements and indemnities

of the Company, contained in this Agreement shall also be for the benefit of the Underwriter Indemnified Parties, and the indemnities

of the several Underwriters shall be for the benefit of the Company Indemnified Parties. It is understood that each Underwriter’s

responsibility to the Company is solely contractual in nature and the Underwriters do not owe the Company, or any other party, any fiduciary

duty as a result of this Agreement. No purchaser of any of the Securities from any Underwriter shall be deemed to be a successor or assign

by reason merely of such purchase.

13. Survival of Indemnities, Representations, Warranties, etc.

The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company, and the several

Underwriters, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and

effect, regardless of any investigation made by or on behalf of any Underwriter, the Company or any person controlling any of them and

shall survive delivery of and payment for the Securities. Notwithstanding any termination of this Agreement, including without limitation

any termination pursuant to Section 8 or Section 10, the indemnities, covenants, agreements, representations, warranties

and other statements forth in Sections 2, 5, 7 and 9 and Sections 11 through 22, inclusive,

of this Agreement shall not terminate and shall remain in full force and effect at all times.

14. Recognition of the U.S. Special Resolution Regimes.

(a)

In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime,

the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to

the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and

obligation, were governed by the laws of the United States or a state of the United States.

(b)

In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding

under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted

to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement

were governed by the laws of the United States or a state of the United States.

15. Notices. All statements, requests, notices and agreements

hereunder shall be in writing, and:

(a)

if to the Underwriters, shall be delivered or sent by mail, overnight courier or email to Lake Street Capital Markets, LLC, Attention:

Michael Townley, Chief Executive Officer and Head of Investment Banking, mike.townley@lakestreetcm.com; with a copy to, which shall not

constitute notice, Sullivan & Worcester LLP, 1251 Avenue of the Americas, New York, New York 10020, Attention: David Danovitch, ddanovitch@sullivanlaw.com

and Angela Gomes, agomes@sullivanlaw.com; and

(b)

if to the Company, shall be delivered or sent by mail, overnight courier or email to NeoVolta, Inc., Attention: Ardes Johnson,

Chief Executive Officer, 12195 Dearborn Place, Poway, California 92064, ajohnson@neovolta.com; with a copy to, which shall not constitute

notice, ArentFox Schiff LLP, 1717 K Street NW, Washington, DC 20006, Attention: Cavas Pavri, cavas.pavri@afslaw.com;

provided,

however, that any notice to an Underwriter pursuant to Section 7 shall be delivered or sent by mail or email to such

Underwriter at its addresses provided to the Representative, which address will be supplied to any other party hereto by the Representative

upon request. Any such statements, requests, notices or agreements shall take effect at the time of receipt thereof.

16. Definition of Certain Terms. For purposes of this

Agreement, (a) “affiliate” has the meaning set forth in Rule 405 under the Securities Act, (b) “business

day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized

or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized

or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”

or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority

so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally

open for use by customers on such day., (c) “subsidiary” has the meaning set forth in Rule 405 of the Rules

and Regulations, (d) “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and

shall be interpreted in accordance with, 12 U.S.C. § 1841(k), (e) “Covered Entity” means any of the following:

(i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii)

a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a

“covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b), (f) “Default

Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81,

47.2 or 382.1, as applicable, (g) “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance

Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and

the regulations promulgated thereunder, and (h) “Company’s Knowledge” means the actual knowledge of the

Chief Executive Officer or Chief Financial Officer of the Company.

17. Governing Law, Jurisdiction, Waiver of Jury Trial.

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, including without limitation Section

5-1401 of the New York General Obligations Law. The Company irrevocably (a) submits to the exclusive jurisdiction of the Federal and state

courts in the Borough of Manhattan in The City of New York for the purpose of any suit, action or other proceeding arising out of this

Agreement or the transactions contemplated by this Agreement, the Registration Statement and any Preliminary Prospectus or the Prospectus,

(b) agrees that all claims in respect of any such suit, action or proceeding may be heard and determined by any such court, (c) waives

to the fullest extent permitted by applicable law, any immunity from the jurisdiction of any such court or from any legal process, (d)

agrees not to commence any such suit, action or proceeding other than in such courts, and (e) waives, to the fullest extent permitted

by applicable law, any claim that any such suit, action or proceeding is brought in an inconvenient forum. Each of the parties to this

Agreement hereby waives any right to trial by jury in any suit or proceeding arising out of or relating to this Agreement.

18. Underwriters’ Information. The parties

hereto acknowledge and agree that, for all purposes of this Agreement, the “Underwriters’ Information”

consists solely of the following information in the Prospectus: (i) the second to last paragraph on the front cover page concerning the

terms of the offering by the Underwriters; and (ii) the statements concerning the Underwriters contained in the sixth, eighteenth and

nineteenth paragraphs under the heading “Underwriting.”

19. Authority of the Representative. In connection with

this Agreement, the Representative will act for and on behalf of the several Underwriters, and any action taken under this Agreement by

the Representative, will be binding on all the Underwriters.

20. Partial Unenforceability. The invalidity or unenforceability

of any section, paragraph, clause or provision of this Agreement shall not affect the validity or enforceability of any other section,

paragraph, clause or provision hereof. If any section, paragraph, clause or provision of this Agreement is for any reason determined to

be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make

it valid and enforceable.

21. General. This Agreement constitutes the entire agreement

of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and

negotiations with respect to the subject matter hereof. In this Agreement, the masculine, feminine and neuter genders and the singular

and the plural include one another. The section headings in this Agreement are for the convenience of the parties only and will not affect

the construction or interpretation of this Agreement. This Agreement may be amended or modified, and the observance of any term of this

Agreement may be waived, only by a writing signed by the Company and the Representative.

22. Counterparts. This Agreement may be signed in any

number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the

same instrument. This Agreement may be delivered via electronic mail (including pdf or any electronic signature complying with the U.S.

federal ESIGN Act of 2000, e.g., www.docusign.com or www.echosign.com) or other transmission method and any counterpart so delivered shall

be deemed to have been duly and validly delivered and be valid and effective for all purposes.

[Signature

page follows]

If the foregoing is in accordance

with your understanding please indicate your acceptance of this Agreement by signing in the space provided for that purpose below.

Very Truly Yours,

NeoVolta, Inc.

By:

/s/ H. Ardes Johnson

Name: H. Ardes Johnson

Title: Chief Executive Officer

Accepted as of the date first above written:

Lake Street Capital Markets, LLC

Acting on its own behalf

and as Representative of the several

Underwriters listed on Schedule A to this Agreement.

By:

/s/ Michael Townley

Name:

Michael Townley

Title:

CEO and Head of Investment Banking

Signature Page to Underwriting Agreement

SCHEDULE A

Name

Number of Shares

of Firm Stock

to be Purchased

Number of Firm

Pre-Funded

Warrants

to be Purchased

Lake Street Capital Markets, LLC

12,195,122

Total

12,195,122

SCHEDULE B

General Use Free Writing Prospectuses

None.

SCHEDULE C

Pricing Information

Firm Stock to be sold: 12,195,122 shares

Firm Pre-Funded Warrants to be sold to purchase

Pre-Funded Warrant Shares: 0

Optional Stock and Optional Pre-Funded Warrants:

Up to 1,829,268 shares of Optional Stock and/or Optional Pre-Funded Warrants, which amount is equal to 15% of the sum of the number of

shares of Firm Stock and Firm Pre-Funded Warrant Shares to be sold

Offering Price to Public: $2.05 per share; $2.049

per Pre-Funded Warrant

Underwriting Discounts and Commissions: 6.0% of

gross proceeds

Estimated Net Proceeds to the Company (after underwriting

discounts and commissions, but before transaction expenses): 23,500,000

Trade Date: May 28, 2026

Closing Date: May 29, 2026

SCHEDULE D

1. Steve Bond

2. Jing Nealis

3. Ardes Johnson

4. Chandler Weeks

5. Susan Snow

6. John Hass

SCHEDULE E

Subsidiaries

1. NeoVolta Power, LLC

Exhibit I

Form of Lock-Up Agreement

See Attached

EX-5.1 — LEGAL OPINION

EX-5.1

Filename: neovolta_ex0501.htm · Sequence: 3

Exhibit 5.1

ArentFox Schiff LLP

1717 K Street NW

Washington, DC 20006

202.857.6000 main

202.857.6395 fax

afslaw.com

May 28, 2026

Board of Directors

NeoVolta, Inc.

12195 Dearborn Place

Poway, CA 92064

Ladies and Gentlemen:

We have acted as counsel to NeoVolta,

Inc., a Nevada corporation (the “Company”), in connection with filing with the Securities and Exchange Commission (the

“Commission”) pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Act”) of

the Company’s prospectus supplement, dated May 28, 2026 (the “Prospectus Supplement”), forming part of the registration

statement on Form S-3, Registration No. 333-280400 (the “Registration Statement”), initially filed by the Company with

the Commission on June 21, 2024, and declared effective on June 28, 2024. The Prospectus Supplement relates to the proposed sale of (i)

up to 12,195,122 shares of the Company’s common stock, $0.001 par value per share (the “Shares”), and (ii) up

to an additional 1,829,268 Shares for which the underwriters have been granted an over-allotment option. The Shares are being sold

to the several underwriters named in, and pursuant to an underwriting agreement, dated May 27, 2026, among the Company and such underwriters

(the “Underwriting Agreement”).

In connection with our opinion,

we have examined the Registration Statement, including the exhibits thereto, the Prospectus Supplement and the prospectus included in

the Registration Statement, the Underwriting Agreement, and such other documents, corporate records and instruments, and have examined

such laws and regulations, as we have deemed necessary for the purposes of this opinion. In making our examination, we have assumed the

genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity with the originals of all

documents submitted to us as copies and the legal capacity of all natural persons. As to matters of fact material to our opinions in this

letter, we have relied on certificates and statements from officers and other employees of the Company, public officials and other appropriate

persons.

Based on the foregoing and subject

to the qualifications set forth below, we are of the opinion that:

The Shares, when issued by the Company against payment therefor in the circumstances contemplated by the Underwriting Agreement, will have been duly authorized for issuance by all necessary corporate action by the Company, and will be validly issued, fully paid and non-assessable.

The foregoing opinions are limited

to Chapter 78 of the Nevada Revised Statutes, and we express no opinion as to the laws of any other jurisdiction

The opinions expressed in this

opinion letter are as of the date of this opinion letter only and as to laws covered hereby only as they are in effect on that date, and

we assume no obligation to update or supplement such opinion to reflect any facts or circumstances that may come to our attention after

that date or any changes in law that may occur or become effective after that date. The opinions herein are limited to the matters expressly

set forth in this opinion letter, and no opinion or representation is given or may be inferred beyond the opinions expressly set forth

in this opinion letter.

This opinion letter is being delivered

in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. We hereby consent to the filing of this

opinion as Exhibit 5.1 to the Current Report on Form 8-K of the Company filed on the date hereof and to the reference to us under the

caption “Legal Matters” in the Prospectus and under the caption “Legal Matters” in the prospectus contained in

the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is

required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Sincerely,

/s/ ArentFox Schiff LLP

ARENTFOX SCHIFF LLP

EX-99.1 — PPO PRESS RELEASE

EX-99.1

Filename: neovolta_ex9901.htm · Sequence: 4

Exhibit 99.1

NeoVolta Announces

Proposed Public Offering of Common Stock

SAN DIEGO, May 27, 2026 -- NeoVolta Inc. (NASDAQ:

NEOV) (“NeoVolta” or the “Company”), a U.S.-based energy technology company delivering scalable energy storage

solutions, today announced that it is commencing an underwritten public offering of shares of its common stock, or in lieu of shares of

common stock, pre-funded warrants to purchase shares of common stock. In addition, the Company intends to grant the underwriters a 30-day

option to purchase up to 15% of the total number of securities sold in the offering (consisting of shares of common stock, pre-funded

warrants or any combination thereof), on the same terms and conditions. The offering is subject to market conditions, and there can be

no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

Lake Street Capital Markets, LLC is acting as the

sole book-running manager for the proposed offering.

The securities are being offered and sold by the Company

pursuant to an effective shelf registration statement on Form S-3 (File No. 333-280400) previously filed with the Securities and Exchange

Commission (“SEC”) on June 21, 2024, and declared effective by the SEC on June 28, 2024. The offering of such securities is

being made only by means of a prospectus supplement and accompanying base prospectus that forms a part of the registration statement.

A preliminary prospectus supplement and accompanying base prospectus relating to the offering will be filed with the SEC and will be available

for free on the SEC’s website at http://www.sec.gov. When available, copies of the preliminary prospectus supplement and the accompanying

base prospectus relating to the offering may be obtained from Lake Street Capital Markets, LLC at 121 South Eighth Street, Suite 1000,

Minneapolis, MN 55402, or e-mail at prospectus@lakestreetcm.com. The final terms of the proposed offering will be disclosed in a final

prospectus supplement to be filed with the SEC.

This press release shall not constitute an offer to

sell or the solicitation of an offer to buy any securities nor will there be any sale of these securities in any state or other jurisdiction

in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such

state or other jurisdiction.

About NeoVolta

NeoVolta is an innovator in energy storage solutions

dedicated to advancing reliable, high-performance power infrastructure for residential, commercial, and utility applications. With a focus

on scalable technology, domestic manufacturing, and strategic partnerships, NeoVolta is positioned to support the accelerating transition

toward resilient energy systems.

Forward-Looking Statements

Some of the statements in this release are forward-looking

statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the

Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. Forward-looking statements in this press release

include, without limitation, the Company’s ability to complete an offering on the anticipated terms, or at all and the timing of

any offering. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable as of the

date made, expectations may prove to have been materially different from the results expressed or implied by such forward-looking statements.

The Company has attempted to identify forward-looking statements by terminology including “believes,” “estimates,”

“anticipates,” “expects,” “plans,” “projects,” “intends,” “potential,” “may,”

“could,” “might,” “will,” “should,” “approximately,” or other words that convey uncertainty

of future events or outcomes. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors,

including those discussed under Item 1A. Risk Factors in the Company’s most recently filed Form 10-K and updated from time to time in

its Form 10-Q filings and in its other public filings with the SEC. Any forward-looking statements contained in this release speak only

as of its date. The Company undertakes no obligation to update any forward-looking statements contained in this release to reflect events

or circumstances occurring after its date or to reflect the occurrence of unanticipated events.

Contacts

NEOV Investors

Alliance Advisors IR

ir@neovolta.com

NEOV Media

Email: press@neovolta.com

Phone: 800-364-5464

EX-99.2 — PRICING PRESS RELEASE

EX-99.2

Filename: neovolta_ex9902.htm · Sequence: 5

Exhibit 99.2

NeoVolta Announces

Pricing of Public Offering of Common Stock

San Diego, CA –

May 28, 2026 – NeoVolta Inc. (NASDAQ: NEOV) (“NeoVolta” or the “Company”), a U.S.-based energy technology

company delivering scalable energy storage solutions, today announced the pricing of a public offering of 12,195,122 shares of its common

stock. The shares of common stock are being sold to the public at an offering price of $2.05 per share. The gross proceeds to NeoVolta

from the offering, before deducting the underwriting discounts and commissions and other offering expenses, are expected to be approximately

$25.0 million. In addition, NeoVolta has granted the underwriter a 30-day option to purchase up to an additional 1,829,268 shares of its

common stock at the public offering price per share, less underwriting discounts and commissions. The offering is expected to close on

May 29, 2026, subject to the satisfaction of customary closing conditions.

Lake Street Capital Markets,

LLC is acting as the sole book-running manager for the offering.

The securities are being

offered and sold by the Company pursuant to an effective shelf registration statement on Form S-3 (File No. 333-280400) previously filed

with the Securities and Exchange Commission (“SEC”) on June 21, 2024, and declared effective by the SEC on June 28, 2024.

The offering of such securities is being made only by means of a prospectus supplement and accompanying base prospectus that forms a part

of the registration statement. A preliminary prospectus supplement and accompanying base prospectus relating to the offering have been

filed with the SEC and are available for free on the SEC’s website at http://www.sec.gov. When available, copies of the final prospectus

supplement and the accompanying base prospectus relating to the offering may be obtained from Lake Street Capital Markets, LLC at 121

South Eighth Street, Suite 1000, Minneapolis, MN 55402, or e-mail at prospectus@lakestreetcm.com. Electronic copies of the final prospectus

supplement and accompanying prospectus will also be available on the website of the SEC at http://www.sec.gov.

This press release shall

not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of these securities in

any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under

the securities laws of any such state or other jurisdiction.

About NeoVolta

NeoVolta is an innovator in energy storage solutions

dedicated to advancing reliable, high-performance power infrastructure for residential, commercial, and utility applications. With a focus

on scalable technology, domestic manufacturing, and strategic partnerships, NeoVolta is positioned to support the accelerating transition

toward resilient energy systems.

Forward-Looking Statements

Some of the statements in this release are forward-looking

statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the

Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. Forward-looking statements in this press release

include, without limitation, the Company’s ability to complete the offering, the timing of the closing of the offering, and the

anticipated use of proceeds therefrom. Although the Company believes that the expectations reflected in such forward-looking statements

are reasonable as of the date made, expectations may prove to have been materially different from the results expressed or implied by

such forward-looking statements. The Company has attempted to identify forward-looking statements by terminology including “believes,”

“estimates,” “anticipates,” “expects,” “plans,” “projects,” “intends,” “potential,”

“may,” “could,” “might,” “will,” “should,” “approximately,” or other words

that convey uncertainty of future events or outcomes. These statements are only predictions and involve known and unknown risks, uncertainties,

and other factors, including those discussed under Item 1A. Risk Factors in the Company’s most recently filed Form 10-K and updated from

time to time in its Form 10-Q filings and in its other public filings with the SEC. Any forward-looking statements contained in this release

speak only as of its date. The Company undertakes no obligation to update any forward-looking statements contained in this release to

reflect events or circumstances occurring after its date or to reflect the occurrence of unanticipated events.

Contacts

NEOV Investors

Alliance Advisors IR

ir@neovolta.com

NEOV Media

Email: press@neovolta.com

Phone: 800-364-5464

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