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Greetings and welcome to NeoVolta third quarter fiscal 2026 earnings conference call. At this time, all participants are on a listen-only mode. A question and answer will follow the formal presentation. If anyone should require operator assistance during the conference, please press star zero on your telephone keypad. As a reminder, this conference is being recorded. I would now like to turn the conference over to your host, Mr. Ardes Johnson. Thank you. You may begin.

Thank you, operator. Good morning, everyone. Welcome to NeoVolta's third quarter fiscal 2026 earnings call. I am Ardes Johnson, Chief Executive Officer. I'm joined today by our Chief Financial Officer, Steve Bond. Before we begin, I would like to remind everyone that our remarks today will include forward-looking statements within the meaning of federal securities laws. These statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from what we discuss today. For more information, please refer to the full safe harbor statement on slide two of our investor presentation, as well as the risk factors described in our Form 10-K for the year ended June 30th, 2025, our Form 10-Q for the quarter ending March 31st, 2026, filed with the SEC.

We do not undertake any obligation to update these forward-looking statements except as required by law. With that, let me turn to the quarter. On our last earnings call in February, we spent a significant amount of time walking investors through our strategy and vision. The transformation of NeoVolta from a residential-focused storage provider into a vertically integrated energy solutions platform spanning residential, C&I, and utility scale markets. We laid out the roadmap in detail. We explained why we believe this is the right moment to build this platform and why NeoVolta is uniquely positioned to capture the opportunity. This quarter, the story shifts from vision to execution, and I'm pleased to report that the progress has been real and meaningful across every dimension of our platform.

Before I walk through that progress, I want to address an important leadership announcement we made this week alongside our earnings release. We have appointed Jing Nealis as NeoVolta's new Chief Financial Officer, effective May 18th. Jing brings more than 20 years of financial leadership experience with deep expertise in the energy transition, technology and manufacturing sectors. Most recently, she served as a CFO of SES AI Corporation, where she led the company through a period of significant transformation and growth, raising substantial capital, expanding operations, and establishing multiple revenue-generating business units. Jing joins at exactly the right moment. We are ramping a domestic manufacturing platform, expanding commercial operations across multiple verticals, and pursuing one of the most significant growth opportunities in the U.S. clean energy sector. Her experience navigating this kind of complexity is precisely what the phase of NeoVolta's growth requires.

I want to take a moment to recognize Steve Bond. Steve has been a cornerstone of NeoVolta since the beginning. As co-founder and CFO, he helped build the financial foundation that has made everything we are doing today possible, and I'm grateful for his contributions. Steve is not going anywhere. He is stepping into a critical new role as Executive Vice President and President of NeoVolta Power LLC, where he will lead our Georgia manufacturing facility through the production ramp and into mass output. Getting that plant to commercial production on time is mission critical for NeoVolta. There is no one I would rather have running it. Steve, thank you for everything. I know the best is still ahead. Now let me turn to the key highlights from the quarter and our progress since.

Let me start where I believe the focus belongs, the Georgia facility. Our manufacturing joint venture, NeoVolta Power LLC, is on track. This is what the investment community has been watching closely. I want to be direct about where we stand. I am pleased to report that our manufacturing equipment has started to arrive on site at our Georgia facility. Installation is targeted for June. We expect initial production to begin ramping in Q3 of this calendar year. I want to put this into perspective. We formed this joint venture in January of this year. In less than six months, we have secured a facility, finalized our production design, accepted equipment, and are weeks away from installing that equipment and commissioning our production line. That is a significant pace of execution. I also want to remind investors of something that is increasingly important in this market.

NeoVolta Power is being structured to be fully FEOC compliant. We are one of only a handful of BESS suppliers in the U.S. that can offer FEOC compliant, domestically assembled systems that qualify for the IRS Section 45X Advanced Manufacturing Production Credit and Section 48E investment tax credits, including potential domestic content bonus treatment. As BESS demand continues to ramp and as procurement decisions increasingly turn on incentive qualification and supply chain compliance, this is a meaningful and durable competitive advantage. In April, we further strengthened that platform by increasing our ownership interest in NeoVolta Power from 60%-80% at no new cash cost while retaining full board and operational control. At the same time, we expanded our commercial agreement with PotisEdge to support business development and customer engagement as we approach production.

These are deliberate steps to deepen our economic stake and commercial reach as we near first output. Turning to our C&I platform. This quarter marked a defining commercial milestone. In March, we received our first purchase order from Luminia LLC. The initial order, valued at approximately $1.9 million for 40 units of our NV Gain 125K261 commercial industrial battery storage system, is the first concrete transaction under the strategic supply collaboration framework we announced December 2025. Luminia is one of the most active C&I's energy storage developers in the U.S., with contracted demand for approximately 160 MWh and an additional pipeline of approximately 640 MWh. This initial purchase order is the first step in what we expect to be a sustained multi-year commercial relationship, representing approximately $39 million in potential equipment revenue under the broader collaboration framework.

On the utility scale front, we are in active discussions with prospective customers and partners as we build out our commercial pipeline in this market. We are encouraged by the early engagement we are seeing and believe our integrated platform and domestic manufacturing capabilities position us well to compete. We will provide updates as this business develops further. Residential remains our foundation. We continued to expand our national installer and distributor network during the quarter, with activity across Texas, Puerto Rico, and additional new markets. Demand in the quarter was affected by the expiration of the federal Solar Investment Tax Credit for individuals at the end of December 2025, which created a near-term headwind across the residential solar and storage market. We believe this is a temporary dynamic. The underlying drivers of residential storage adoption, resiliency, energy independence, and cost savings remain firmly in place.

We continue to prepare for the commercial launch of NV Wave modular platform, which we expect to improve the per system economics and installer throughput as it ramps into the market. In parallel, we are advancing a third-party ownership, or TPO, financing model for the residential market in collaboration with Luminia. This structure will enable homeowners to deploy NV Wave systems with little to no upfront cost, lowering barriers to adoption and generate recurring revenue streams for NeoVolta over time. We will share further updates on this initiative as it develops. Before I turn it over to Steve, I want to highlight an important external validation of the platform we are building. In April, NeoVolta was named the 2026 Energy Storage Company of the Year by CleanTech Breakthrough, selected from thousands of nominations across more than 16 countries.

This recognition reflects the progress we have made in building a differentiated product portfolio and expanding our market reach and reinforces what we hear directly from our channel partners and customers. With that, I will turn the call over to Steve to review the financial results. Steve?

Thanks, Ardes, and good morning, everyone. It's been an honor to help build NeoVolta from the ground up and serve as CFO through this transformational period. I'm excited about what lies ahead in my new role leading NeoVolta Power, and I have full confidence in Jing and in this team. Now let me turn to the numbers. I'd like to flag at the outset that this is NeoVolta's first quarter reporting on a fully consolidated basis, which includes the financial results of NeoVolta Power LLC, our manufacturing joint venture, in which we held a 60% controlling interest during the quarter and subsequently increased to 80% in April. As a result, our income statement and balance sheet for the quarter ended March 31, 2026 reflect the consolidated operations of both the parent company and NeoVolta Power, with the minority interest reflected separately in stockholders' equity.

Investors should keep this context in mind when reviewing current results relative to prior periods, which did not include NeoVolta Power. Turning to the results. For the three months ended March 31, 2026, revenue was approximately $2 million, compared to approximately $2 million in the same period last year. Revenue in the quarter was impacted by the expiration of the federal Solar Investment Tax Credit for individuals at the end of December 2025, which created a market-wide slowdown in residential solar and storage demand. While this was a near-term headwind, our nine-month revenue of $13.3 million was up approximately 262% year-over-year from $3.7 million and reflects the strong underlying growth trajectory of the business.

Gross profit for the quarter was approximately $0.9 million, representing a gross margin of approximately 46% compared to gross profit of approximately $500,000 and gross margin of approximately 26% in Q3 of last year. The improvement reflects a higher margin product mixture in the quarter. I want to note for transparency that the reported Q3 margin includes a correcting entry related to inventory cost recognition in the prior quarter. Excluding that adjustment, Q3 gross margin was approximately 36%. Total operating expenses for the quarter were approximately $3.6 million, compared to approximately $1.9 million in Q3 of last year. The increase reflects continued investment in commercial and operational infrastructure, R&D associated with the NV Wave platform ramp, and NeoVolta Power operating expenses as a manufacturing facility advances towards production. These are deliberate investments in our growth platform.

Net loss for the quarter was $3 million or $0.08 a share, compared to a net loss of $1.4 million or $0.04 a share in Q3 of last year. Turning to the balance sheet. As of March 31, 2026, we had cash of approximately $11.5 million and net working capital of approximately $19.5 million. This represents a meaningful improvement from December 31, 2025, when we had cash of approximately $212,000 and working capital of approximately $3.4 million, reflecting the equity financing transactions completed during the quarter. On the joint venture funding, our phase II capital contribution of $8 million is targeted for May 31. We are actively evaluating a range of funding options, including equity, debt, and project financing to support this milestone and our ongoing growth capital requirements.

In April, we also established a revolving credit facility of up to $3 million with our depository bank, providing additional near-term liquidity flexibility. With approximately $11 and $500,000 in cash and $19 and $500,000 in net working capital as of March 31st, and with the multiple financing options under active evaluation, we believe we have the financial flexibility to fund our near-term obligations and support the business as we approach this major inflection point. With that, I will turn it back to Ardes for closing remarks before we open the line for questions.

Thank you, Steve. Let me close with a brief summary of where NeoVolta stands and why we are excited about the second half of 2026. The transformation we described on our last call is translating into real, tangible progress. We received our first C&I purchase order from Luminia. We continue to have a robust pipeline for utility scale. We increased our ownership in NeoVolta Power to 80%. We were recognized as the 2026 Energy Storage Company of the Year, and our Georgia manufacturing facility is on track, with equipment starting to arrive on site, installation in June, and production ramp beginning in Q3 of this year. We are approaching an inflection point for this company.

When that facility goes into production, NeoVolta transforms from a platform under construction into an operational, vertically integrated energy solutions provider with domestic manufacturing capacity and the ability to compete at scale across all three of our market verticals. I want to close on this point. We are one of only a handful of companies in the United States that will be able to offer FEOC compliant, domestically assembled BESS products qualified for IRA manufacturing and investment tax credits. That distinction is becoming a decisive factor in procurement decisions across every customer segment we serve. We built this platform with that reality in mind. I want to thank our employees, partners, and shareholders for their continued support. I want to again welcome Jing Nealis to the NeoVolta team. We are ready for this next chapter. Steve and I are happy to take your questions.

Operator, please open the line for Q&A.

Thank you. Our first question comes from Steve Ferazani with Sidoti & Company. Your line is now live.

Afternoon, Ardes, Steve. I know you got a lot going on, so congratulations on reaching certain milestones. Ardes, Steve, I mean, I think the big question here is the push out on the phase II capital contribution. You had $11.5 million on the books in cash at the end of March. What's the challenges there in meeting that phase II capital contribution? Behind that, phase III is supposed to be a commissioning, which isn't that far off. What's your ability in hitting those? You're saying targeted May 31st. If you can just provide some general color, I think it's the big question.

Steve, thanks for the question. It's a great one. The way that articulated, it wasn't necessarily a push out. We were working with our team and the joint venture, and we were coming to closure on some documents. That was actually what was a little bit pushed out, and we got into a blackout period, and we were working with them and said, "Hey, guys, can we just move it from April to May? It makes it a lot simpler for us." Our goal right now, we have a lot of options that we're looking at, a lot of different ways of funding, not only the next tranche, but the getting all the complete funding through, and we should have that in the coming days.

We're working with people on that, and we feel very confident that we're gonna be able to reach that. It wasn't that we weren't able to raise the money. It was more of an agreement between us and our joint venture partner, PotisEdge and LONGi, because those dates, I don't want to say they were arbitrary, but they were put in early into the negotiation process. When we got into this, we said, "Hey, guys, this would be easier for us to push this out a month." They fully agreed with that. Not a problem.

Got it. I think that's a really important point and very helpful. Thanks, Ardes, for adding that color. In terms of the quarter, we knew it obviously was gonna be impacted by the temporary slowdown in residential solar. One pleasant surprise, I expected to see costs ramping up more out of the plant starting, getting ready for NV Wave. How are you thinking about costs ahead of those two big steps?

Yeah. Well, we're very conscientious on any cost right now in relation to getting revenue and cash in the door.

Yeah.

We've been very, we've had the ability to be very efficient when it comes to launching the NV Wave, in not only, the product now, but even the further step two and three of the products in the future associated with the NV Wave. Our goal right now is to get that product launched and product delivered, to customers by the end of the current quarter that we're in right now.

Okay

We're working right now again, as well with our partner Luminia on a third-party ownership model that we hopefully to be able to get out there at some point. We're looking at ways to help deploy that product, and we wanna do it in the most efficient way possible. Doing it that way will allow us to kind of have a better, easier predictor to timing of needing the product to be shipped. We're being very efficient on the front end on finalizing that development, but we're also being very efficient in how we spend money for raw materials as well.

Is it tough to be launching a product like this, which obviously is significantly transformational from your previous residential products in a tepid market, a temporarily tepid market?

Yeah. I think as I was speaking to before, I think the finance models that are out there, if you can get locked into that, I think it helps let you rise-

Yeah

above the general market slowdown. I think there's opportunity as well as just general demand in that. You know, the market has shifted with the loss of the individual investment tax credit for the homeowner. It's shifted into this third-party ownership model with the financing. Our goal is to lock into that, and we've had a very strong interaction with customers saying, "Hey, if you can bring both those, we think we can accelerate our deployment, actually." We feel very good about that piece of it. There'll be some good news in the coming days, we think, on that piece. But for us, I think the understanding that those two are definitely linked, we wanna make sure-

Yep

that we engage that way, so we don't get caught in a, in a catch and see in terms of the cash market, as they call it in our industry. The cash market is definitely slowing. I do believe in my heart that it will recover itself. It's gonna take a little bit more time on that side. At the same time, we're not gonna, we're not gonna wait around for that, so we're actively engaged on that piece.

Got it. That's helpful. I think I have one more in terms of some color around the customer engagements you're currently having, ahead of the plant launch in Georgia.

Yeah. Yeah. We're having you know, historically speaking, there was opportunities with our, with our partner, PotisEdge, in the United States prior to the transformation to NeoVolta Power LLC. We've been engaging with those clients, working with our team members from PotisEdge on that. We've obviously engaged with LONGi and what they're doing on their side of the equation. We've been having some very deep conversations when it comes to utility scale. We've had some natural opportunities come our way just from the announcements of the factory. We're working with that. On the C&I side of the business, we've got some the industry itself is clamoring for a U.S.-made product. We've had a lot of generation of opportunities.

A bigger, even bigger piece of that equation is our partnership with Luminia. Luminia has got a programmatic way to go to market, and they've got tons of opportunities. We talked about it in the report that they've got several giga megawatt-hours of pipeline as well as backlog that they're getting in right now, and we're working with them to do that. Those opportunities also will be benefit from a third-party ownership model as well, which we are again, engaged with Luminia on that. We feel very confident on the C&I piece and even more confident about the utility scale.

We've got opportunities right now that we're looking at for reference projects and, you know, we've got some internal numbers where we think we can hit this year, and we feel very confident that we'll move all that product that we've got in there.

Excellent. Thanks so much, Ardes.

Yep.

Our next question comes from Sean Milligan with Needham & Company. Your line is now live.

Hey, Ardes. Thanks for taking the questions. On the utility scale side, you hit on the funding and the demand piece. Can you talk a little bit about some of the other things maybe you have to do between now and first order, whether that's like getting some sign-off on, you know, the ability to get the tax credits there, UL certification?

or like just bankability of those products?

From a UL certification, we're where we need to be, have full confidence that any changes there on the plant and whatnot in the product. The product is something that we, you know, we're bringing over in and of itself. We're not changing too much of the design at this point. That we feel very confident in. From the, from the other piece of it, you know, when you do a utility scale, what you look for is a few partners that are gonna support you on some reference projects at the beginning. That's what we're working towards. We know over the next coming months that we continue to have individual engineering reports. We're gonna have a lot of people in the factory looking at our QAQC and that development.

That's all on pace for us to kind of get towards the end of this year to lock in those long-term supply agreements going into next year. What we're doing is we're working with the big developers, the ones who have, you know, multi-gigawatt offtake requirements, and we're working with them on what we need to do to satisfy them not only financially, but from a bankability perspective and a QAQC. It's all part of the system, and I don't want to say the game, but it is part of the process that has to happen.

We feel very confident right now that we've got not only that reference opportunity lined up, a few of those, but also going into next year, what it looks like from a projection on a month-by-month and quarterly basis of supplying product to fulfill at the minimum the 2 GWh that we have.

Okay, that's great. Then on cell supply, can you just remind us, like, what you're eyeing for cell supply more, more specifically for next year?

Yeah.

-to enough non-FEOC cells? Are you looking in the U.S.? Like, kinda what's your outlook there?

It's a combination, right? Obviously, we know going into next year there's gonna be a need to change from the Chinese cell capacity. We're looking at non-Chinese options in places like Southeast Asia to support us that are FEOC compliant. We have been having conversations with a few of the U.S. suppliers, some that are just U.S. supply of the product that we need, and some are doing some conversion processes over from EV to stationary storage to look at meeting certain requirements in the pipeline.

We look at it as, and as everyone is starting to look at as the new IRS guidelines came out this year, or the beginning guidelines, looking at a mix of FEOC and domestic content capable product to meet not only the FEOC requirements but the domestic content requirements.

Great. Thank you.

You bet.

We have reached the end of the question and answer session. I'd now like to turn the call back over to Ardes Johnson for brief closing comments.

Thank you. I would just like to say at the end of the day that we're very excited about where we're going. I, again, wanna thank Steve for all that he's done for us and all that he will do for us. It's been very important for us at this point to transition ourselves into a company that we could only imagined a year and a half ago. At this time, I would just like to say I'm excited about where we're at and where we're going, and looking forward to the coming quarters and what we're gonna be coming into next year. Thank you, everyone.

Greetings, and welcome to the NeoVolta second quarter 2026 financial results conference call. At this time, all participants are in a listen-only mode. A question-and-answer session will follow the formal presentation. If anyone should require operator assistance, please press star zero on your telephone keypad. As a reminder, this conference is being recorded. It is now my pleasure to introduce Ardes Johnson, Chief Executive Officer. Please go ahead.

Thank you, operator, and good morning, everyone. Welcome to NeoVolta's second quarter fiscal 2026 earnings call. This is NeoVolta's inaugural earnings conference call, and we appreciate you joining us as we review our results and discuss the strategic transformation underway at the company. I'm Ardes Johnson, the Chief Executive Officer of NeoVolta, and I'm joined today by our Chief Financial Officer and Co-founder, Steve Bond. Before we begin, I'd like to remind everyone that our remarks today will include forward-looking statements within the meaning of federal securities laws. These statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from what we discuss today.

For more information, please refer to the full safe harbor statement on Slide 2 of our presentation, as well as the risk factors described in our Form 10-K for the year ended June 30th, 2025, and our Form 10-Q for the quarter ended December 31st, 2025, filed with the SEC. We do not undertake any obligation to update these forward-looking statements, except as required by law. For those of you following along on the webcast, our slide deck is available in the investor relations section of our website at neovolta.com. With that, please turn to Slide 3 for a summary of our second quarter highlights. This was a truly transformational quarter for NeoVolta. In Q2 fiscal 2026, we generated revenue of $4.6 million, an increase of 334% versus the same quarter last year.

For the first half of fiscal 2026, revenue was $11.3 million, up 580% from $1.7 million in the first half of the prior year. Those are strong numbers, but more important than the growth itself is what's behind it. Over the past 24 months, the U.S. energy storage market has entered a structural inflection point. Grid operators are dealing with record peak demand, accelerated electrification, and rising volatility in wholesale power markets. At the same time, utilities are retiring dispatchable generation faster than firm capacity is being replaced. As a result, battery energy storage has shifted from being a supplemental technology to a core infrastructure solution. In 2023 and 2024, utility scale storage installations reached record levels in the United States, and forward interconnection queues remain heavily weighted towards storage-paired projects.

Commercial and industrial customers are facing demand charge volatility, resiliency requirements, and decarbonization mandates. Residential customers continue to prioritize backup power and energy independence, particularly in outage-prone regions. Against that backdrop, the addressable market for storage is not just growing, it is maturing. Customers are no longer experimenting with batteries; they're deploying them as critical infrastructure. NeoVolta's transformation is directly aligned with that structural shift. With that in mind, over the past two quarters, we executed on three major milestones. We closed the acquisition of the assets of Neubau Energy, which brings us the NV Wave modular battery platform. We advanced our strategic collaboration with Luminia, a key partner for our commercial industrial efforts.

We launched our U.S. battery energy storage manufacturing joint venture with PotisEdge and LONGi to build a factory that we expect to provide 2 GWh of initial annual capacity and position us to serve utility-scale and larger C&I customers with domestically manufactured tax incentive-qualified systems. In parallel, we completed approximately $23 million of equity financing to fund our joint venture obligations and to support working capital. Taken together, these actions are moving NeoVolta from being primarily a residential storage provider to becoming an integrated energy solutions platform that serves residential, commercial, and industrial, and utility-scale markets. Residential remains our foundation. It provides brand strength and revenue stability. C&I represents what we often call the missing middle, a segment that is underserved and where we see attractive opportunities over the next two to three years.

Utility scale, driven by our joint venture partners, is where we can deliver meaningful scale and margin over time. These are not isolated projects. They are deliberately connected steps in a broader plan to expand our total addressable market and to de-risk our business by diversifying products, customers, and revenue streams. Now, please turn to Slide 4. NeoVolta delivers integrated energy storage solutions that help homeowners, businesses, and utilities optimize energy use, reduce grid dependence, and build resilience against outages, peak demand, and rising costs. With our new U.S. manufacturing joint venture, we are working towards scaling from residential systems to commercial and industrial and utility-scale battery energy storage systems. This evolution is central to our strategy. Now turn to Slide 9, which lays out our multi-pillar business model. Our first pillar is scalable U.S.-based energy storage manufacturing through NeoVolta Power, LLC.

With our 60% controlling interest in the Georgia facility, we are building an initial 2 GWh of capacity with the ability to expand to 8 GWh in the same building over time as market demand and other key indicators support it. The expected mix is roughly 75% utility scale and 25% C&I. Beyond capacity, the platform strengthens supply chain control, supports eligibility for current tax incentives, and positions us to compete in higher-margin segments. Our second pillar is strengthening and scaling our residential foundation. We are expanding our national footprint through distributors and installers, broadening channel penetration, and driving greater system sales. By expanding partnerships, increasing installer penetration, and introducing the NV Wave modular platform with significant installation savings, we are improving both top-line growth and per-system economics. Residential remains a durable and resilient market. It generates brand recognition, channel relationships, and recurring revenue.

Our third pillar is growing commercial and industrial. We are entering this market by partnering with, acquiring, or building bundled engineering, procurement, and construction capabilities, as well as financing platforms. The C&I segment is under-penetrated. These projects are larger than residential, yet often too small or fragmented for major utility-scale EPC players. Customers in this segment face increasing demand charge volatility, resiliency requirements, electrification mandates, and ever-rising costs of electricity. Through partnerships like Luminia, we are positioning NeoVolta to offer turnkey, bankable solutions with further revenue streams from development, EPC, and O&M revenue. Our fourth pillar is expanding services and financing. By introducing models such as battery as a service and third-party ownership, we can lower upfront costs for customers, accelerate adoption, and build recurring revenue streams for NeoVolta. These pillars support each other.

Our residential presence builds our brand, which we believe will help us win C&I and utility projects. We believe those projects will create demand for our Georgia factory when completed. The domestic tax-compliant production from that factory, in turn, should make our products more competitive and support our customers' project economics. If you'll now turn to Slide 10, you can see the scale of the opportunity we're addressing. We estimate that our U.S. total addressable market expands to approximately $45 billion by 2030. That's about $20 billion in utility-scale storage, $15 billion in residential storage, and $10 billion in C&I storage, plus an estimated $20 billion additional in financing and services. Our strategy is to participate across this entire value chain as an integrated energy solutions provider. With that context, let's go deeper on key strategic milestones from the quarter.

Please turn to Slide 11. In October, we closed the acquisition of substantially all the assets of Neubau Energy. Neubau has developed a proprietary modular battery storage platform that we are branding as NV Wave and neuClick. NeuClick platform is designed around plug-and-play modules that can be stacked up to 60 kWh for residential applications. The system can be installed in under 30 minutes, which is roughly 75% faster than typical systems in the market today. That installation speed matters. It reduces labor costs for installers, increases the number of systems they can deploy in any given time frame, and supports improved margins for NeoVolta on a per-system basis. The acquisition also added important leadership talent. We appointed Amany Ibrahim as Chief Operating Officer and Thomas Enzendorfer as Chief Technology Officer, bringing additional depth in operations, product, and commercialization.

Strategically, NV Wave extends our product portfolio, enhances our economics, and positions us to scale more efficiently as demand grows. Now please turn to Slide 12, which covers our collaboration with Luminia. Luminia is a California-based energy storage project developer and financing platform with deep expertise in structuring and executing commercial and industrial storage projects. Importantly, Luminia is not a typical participant in the distributed storage market. It operates as a platform scale developer with procurement volumes that rival, and in certain cases, exceed the annual deployment levels of the broader U.S. C&I segment. To put it in perspective, Luminia has already executed contracted demand for approximately 160 MWh of distributed BESS equipment, with an additional 640 MWh of active pipeline, representing roughly 800 MW of total potential demand.

For context, total U.S. C&I battery storage deployments in 2025 are estimated to be in the range of 300-600 MWh for the full year. That means Luminia's NeoVolta-led pipeline alone represents capacity equivalent to, or potentially more than double the entire annual U.S. C&I market. In December, we advanced a framework for supply collaboration for the contracted 160 MWh. Based on current market pricing, that represents approximately $39 million of potential equipment revenue. More importantly, it positions NeoVolta alongside a scaled development platform capable of driving sustained multi-year demand rather than isolated project wins. The Luminia relationship is about far more than units in near-term revenue. It underscores the strategic importance of our supply alignment with a platform scale developer that has the potential to become a leading participant in the distributed C&I storage market.

Luminia provides NeoVolta with turnkey EPC capability and an established project financing partner, enabling us to deliver fully structured, bankable energy solutions rather than simply selling hardware. That meaningfully lowers our barrier to entry into the missing middle C&I segment. Projects that are often too large for residential installers, yet too small to attract the focus of the larger utility-scale EPC firms. Importantly, the relationship also creates forward demand visibility that can support production, planning, and utilization of our Georgia manufacturing facility. In combination, this positions NeoVolta not just as a component supplier, but as an integrated solutions provider capable of executing at scale in the C&I market. Now turn to Slide 13, where we outline the U.S. battery manufacturing joint venture.

One of the most significant shifts in the U.S. storage market is the growing emphasis on domestic manufacturing, supply chain resilience, and incentive alignment with the current tax bill. Customers, developers, and financers are increasingly prioritizing systems that qualify for advanced manufacturing production credits under the Section 45X, and meet domestic content requirements tied to investment tax credits. At the same time, Foreign Entity of Concern regulations and evolving trade policies are reshaping procurement decisions. In short, manufacturing location now directly impacts project economics. In January, we announced the formation of NeoVolta Power, LLC, a joint venture with U.S. affiliates of PotisEdge and LONGi Green Energy. The facility, a 210,600 sq ft building in Pendergrass, Georgia, offers NeoVolta a strategically advantaged location along the I-85 logistics corridor, with access to the Port of Savannah.

A skilled advanced manufacturing workforce, supported by Georgia's training infrastructure, a structurally competitive cost environment, and a strong alignment with state and federal domestic manufacturing incentives, all of which enhance execution, speed, margin profile, and long-term scalability for our energy storage platform. Initial production capacity is expected to be approximately 2 GWh per year, with the ability to scale to 8 GWh over time. The targeted product mix, as said, is approximately 75% utility scale systems and 25% commercial and industrial applications. The facility is being structured to align with the foreign entity of concern, also known as FEOC, compliance standards, and to qualify for the IRS Section 45X advanced manufacturing production tax credits. In addition, our domestic assembly model is designed to support customers seeking eligibility under the IRS Section 48E, investment tax credits, including potential domestic content bonus treatment where applicable.

NeoVolta holds a 60% ownership interest in the joint venture, consolidates its financial results, and controls three of the five board seats, providing both operational control and strategic alignment as we scale. This venture is supported by a $13 million PIPE financing, anchored by Infinite Grid Capital, which has deep experience in energy infrastructure. With initial output of 2 GWh per year and using illustrative average pricing of $200 per kWh, the facility could support approximately $400 million of annual revenue. That is not a forecast or guidance, but it does give you a sense of the scale we are building toward. If you turn to Slide 14, you'll see more detail around the production timeline and product set.

We are targeting equipment acquisition and installation of the first and second quarters of calendar 2026, and mass production ramping up in mid-2026. Initially, the facility will focus on prismatic cell pack assembly and DC container integration. At initial capacity, we expect to employ roughly 89 production personnel on a single shift. Our initial product lineup will include utility scale systems up to 5 MWh units, and C&I systems that are stackable 125 kW to 33 kWh all-in-one systems. This joint venture, coupled with NV Wave platform and our LONGi partnership, is central to our transformation. We are building a vertically integrated, multi-segment business with domestic manufacturing, differentiated products, and strong partners across the value chain. If you now turn to Slide 15, you'll see these pieces fit together across our strategic roadmap.

Over the past 18 months, we have executed against a clearly defined strategic roadmap to evolve NeoVolta from a product-focused storage manufacturer into a vertically integrated energy solutions platform. That transformation has included strengthening our leadership team, expanding national distribution relationships, introducing new modular product platforms, completing strategic acquisitions, forming scale development partnerships, and launching our Georgia manufacturing joint venture. Importantly, we have delivered the majority of these milestones on or ahead of the timelines we communicated. As a result, NeoVolta today is fundamentally different from where we stood a year ago. We have broadened our product portfolio, we've diversified our revenue streams across residential, C&I, and utility-scale markets, established a pathway to domestic manufacturing aligned with federal incentive frameworks, and partnered with the experienced operators who help mitigate execution risk as we scale.

Before I turn it over to Steve, I want to briefly address a recent leadership transition. As disclosed in our filings, we implemented a planned change in the Chief Product Officer role. This reflects the next phase of our operational execution rather than any shift in strategy or disruption to our roadmap. Our product architecture, development timelines, and commercialization plans remain unchanged and are progressing as expected.

We have intentionally built depth across our engineering, operations, and manufacturing leadership to ensure execution, continuity, and to avoid dependency on any single individual. In the interim, senior leadership is directly overseeing product responsibilities while we evaluate the optimal long-term structure to support our continued expansion across residential, C&I, and utility-scale platforms. This transition does not impact customer deliveries, regulatory approvals, or the timeline of the Georgia manufacturing ramp. With that, I'll turn the call over to Steve to walk through the financial details of our capital structure. Steve?

Thanks, Ardes, and good morning, everyone. I'll start with a review of our second quarter and first half financial results. Then I'll discuss our capital structure and joint venture funding position. We'll start on Slide 16. For the three months ended December 31, 2025, revenue was $4.6 million, compared to $1.1 million in the same period last year. That represents year-over-year growth of 334%. And for the first six months of fiscal 2026, revenue was $11.3 million versus $1.7 million in the first half of the prior year, an increase of 580%. This growth reflects continued expansion beyond our original Southern California base into new regions and channels, including strong progress in Texas and Puerto Rico, as well as additional demands through national distributors.

Turning to profitability, gross profit for the second quarter was approximately $800,000, or a gross margin of about 17%. That compares to gross profit of roughly $0.3 million and gross margin of 30% in the second quarter of last year. For the first half of fiscal 2026, gross profit was about $2.3 million, and gross margin was roughly 21% versus 25% in the prior year period. The margin compression compared to last year is driven by several factors. We chose to make strategic inventory investments to support anticipated demand and ensure product availability. We also experienced some supply chain and cost dynamics during the quarter that put temporary pressure on input costs.

Those headwinds were partially offset by the reversal of a prior year inventory obsolescence reserve in the comparable period, which makes the year-over-year comparison more challenging. Looking ahead, we expect margins to improve over time as we scale volumes, as the NV Wave modular platform ramps up, and as we benefit from continued supply chain optimization and longer term, from domestic production of the higher-margin utility and C&I products at the Georgia facility. Operating expenses for the quarter were $5.2 million, compared to $1.3 million in the same quarter last year. The increase is driven primarily by non-cash, share-based compensation of approximately $2.1 million and by strategically focused investments in leadership, sales and marketing, and corporate infrastructure to support our growth and upcoming manufacturing ramp.

It's important to emphasize that a meaningful portion of these expenses were a deliberate investment in our capacity to scale. We brought on experienced executives, expanded our commercial and operational teams. We've also invested in the systems and processes necessary to manage a more complex, multi-vertical platform. We believe these investments position us for long-term growth and leverage. Net loss for the quarter was $5.5 million, or $0.16 per share, compared to a net loss of $1 million, or $0.03 per share in a year-ago-quarter. For the first half of fiscal 2026, net loss was $6.8 million, or $0.20 per share. The higher loss reflects, among other items, the $2.3 million in non-cash stock comp, as well as approximately $1.1 million related to debt exchanges with our commercial accounts receivable lender.

Excluding these items, our underlying operating performance aligns with the investment phase Ardes described. From a balance sheet perspective, as of December 31, 2025, we had cash of approximately $212,000 and working capital of about $3.4 million. Today, our working capital is approximately $16 million. If you turn to Slide 17, I'll now review our capital structure and joint venture funding. Since announcing the Georgia joint venture, we've completed two strategic equity financing transactions totaling roughly $23 million in gross proceeds. First, we completed a $13 million private placement anchored by Infinite Grid Capital. Second, in January, we closed a $10 million registered direct offering with Needham & Company as exclusive placement agent, which generated net proceeds of approximately $9.4 million. Our capital commitment to the joint venture is structured in three phases.

Phase I was a $7 million initial contribution, which we funded in January 2026. Phase II is an $8 million milestone payment due on April 30th, 2026. Phase III is a $10 million commitment at commissioning, structured as an asset purchase from our JV partner. The operating agreement also allows for up to $15 million of contributions through June 30th, 2027, if needed, to support expanded capacity or accelerated growth. Following these financings and our Phase I contribution, our capital position of approximately $16 million gives us confidence in our ability to meet the $8 million Phase II obligation due at the end of April, while maintaining adequate liquidity for our core operations.

For Phase III and any potential additional capital, we are actively evaluating project financing, equipment financing, and other strategic funding options to optimize our cost of capital and maintain flexibility. The key point is that we've made meaningful progress, de-risking the funding associated with our joint venture, while also supporting the working capital needs of our growing residential and C&I business. With that, I'll turn the call back over to Ardes for some closing remarks before we open the line for questions.

Before we move to Q&A, I want to briefly summarize where NeoVolta stands today and why we're excited about the road ahead. Please turn to Slide 19. We have established a strong growth trajectory with fiscal 2025 revenue of $8.4 million, followed by the first half fiscal 2026 revenue of $11.3 million. We have a transformational manufacturing joint venture that is on track for initial ramp in mid-2026, with the potential to scale from 2 GWh-8 GWh over time. We have executed accretive acquisitions and collaborations, including Neubau, our collaboration with Luminia and our JV with PotisEdge and LONGi. Our addressable market is expanding from a residential foundation to a multi-vertical platform that spans residential, C&I, and utility-scale storage, as well as financing and services.

Our product portfolio is expanding, too, with our flagship NV14 and 24 systems, the NV Wave modular platform, and upcoming utility and C&I offerings from the Georgia facility. The market is ready. We've built the foundation, and we believe we are positioned for scale. On behalf of our entire team, I want to thank our employees, partners, and shareholders for the continued support. We're still early in this next phase of NeoVolta's journey, but we believe the pieces are now in place to drive long-term value. With that, Steve and I are happy to take your questions. Operator, please open the line for Q&A.

Thank you. We'll now be conducting a question-and-answer session. If you'd like to ask a question, please press star one on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star two to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up the handset before pressing the star keys. One moment please, while we pull for questions. Thank you. Our first question is Sean Milligan with Needham & Company.

Hey, guys. Good morning. Thanks for taking the questions. I was just curious, with your JV partner, you know, as you move into C&I products and utility scale products, like the kind of bankability of those products, where you are in that process and kind of how you see the ramp playing out in 2026?

Yeah, Sean, thanks for that question. Several bankability standards are required, and we're working through that process right now, including, you know, pre-production and inspection Q&A with some companies that we're talking to. We feel very confident with that, especially with our partnerships with PotisEdge and LONGi, to assist us in that bankability. We're leveraging some of their experience, some of the installations they've done, as well as their future pipeline to, to enable us to get to the bankability based on their timing of their need of product. Like I said, we're expected to start production second half of this year, and, you know, that could be several hundred megawatts, both utility scale and C&I.

We've got a pretty robust pipeline right now, and we expect to be entering into some definitive purchase orders in the coming weeks to align with both those product sets, whether it be C&I and working with Luminia and some of the offtake they have and some of the offtake that we have already generated ourselves as NeoVolta Inc. As well as some of the pipeline that both PotisEdge, LONGi already has, as well as some of the other projects we're working with, including one of our investment partners, Infinite Grid Capital.

Yeah, that's great. Yeah. My second question was going to be about the pipeline and what you're seeing there, but if we can move on, the 2 GWh that you're talking about initially, with the equipment you have ordered and are installing, you mentioned the ability to expand to 8 GWh, but is that additional shifts or, you know, more equipment? Kind of, how should we think about the step changes there as you start to expand this over time?

Yeah, great question. In terms of stepwise expansion to the over 8 GW, the current line that we have in the facility is now being designed such that we can put 2 two lines in. However, the one line that we're putting in, we could expand that to over 4 GWh just by adding more shift work, more capacity in terms of employment, and are able to ramp very quickly to meet growing demand. And as we start to see that market progress and to see what our demand is going to look like over the coming months, we fully expect to be making some strategic decisions about ordering the second line to be put in.

So if you think about our facility, the 210,000 sq ft facility, it's designed to have two lines placed, and we're preplacing the first line into to accommodate for the second line, to be the most utilized capacity that we can to get to that over 8 GW. So starting off, 2 GW hours, adding more people gets us to about, you know, gets us over 4 GW hours, and then adding the next line, which, you know, could be as soon as six to eight months from now, if we need it, could be the next step from 6 GW-8 GW hours there.

Great. And then, yeah, on cell supply, so I, you know, saw where you're using European source cells for this, but is there any thought to using domestic cells at all in the production or in the assembly?

Well, actually, the way that we're working to be under the guidance of the current tax code, we can procure cells from China for the remaining of this calendar year. We're looking outside of that right now with non-Chinese partners, whether it's in Southeast Asia, Europe, or the U.S., for the next round, starting in 2027 calendar year. For us, we're starting to have conversations with many of the actual producers in the U.S., particularly on EV applications. As you've seen in the news as of late and some of the discussions that we've been having, there's a lot of capacity for EV battery cells here, and a lot of that capacity is starting to be shipped to stationary applications. So we're having conversations across the board.

We considered U.S. cell manufacturing to be something that we were targeting for calendar year 2028, but that could actually get accelerated into next year based on the transition for some of these plants that we're looking at. So we're talking across the board. Of course, we have Chinese partners, and then we have non-Chinese partners in Southeast Asia. Many of those have applications and battery cell manufacturing here in the U.S., so we're talking about that with them on a transition basis. But we're also starting to talk to other companies as well, to take immediate cells from the U.S., immediate being in the next 12 months.

Okay, great. Thank you so much for taking the questions.

You bet, Sean. Thank you.

Our next question is from Steve Ferazani with Sidoti & Company.

Morning, Ardes. Morning, Steve. Appreciate you covering so much ground. A lot accomplished in the last quarter. I just want to pin down if I can, timing of production under the joint venture, when we could start seeing revenue, and just to clarify that that will all be consolidated on your income statement.

Yeah. Our expectation is internally, that we're pushing as early in the second half of this year as possible. We have a internal goal to be installed, commissioned, you know, installed, started up, commissioned by the end of this half, this calendar year for us. I mean, this fiscal year for us, which is in June.

Yep.

So we expect production to be starting to go in the July-August timeframe, and on a full capacity basis, that would accomplish just under 1 GWh for this year. Our expectation is to hit as high as that mark as we can. So we're really shooting for as soon as the second half as we can. So we're already going to be responding to some of the pipeline that we've got now to meet those requirements and expectations to get that going. And to confirm, based on our ownership in the joint venture, we will be able to consolidate the full financials.

Excellent. That's helpful. Ardes, you referenced a couple of times the higher margin from utility and C&I. I know you don't want to quantify it this early, but can you talk about just how margins could look from the Georgia plant versus what you've been generating so far?

Yeah. You know for us, when we talk margin, we don't only talk percentage, but we do talk margin dollars, too, right? So there's going to be a lot more-

Yep

Capacity, a lot more revenue, generating a lot more margin. But you know, our expected revenues are in the mid-20s to 30% at this point that we're seeing for U.S. production, is our expectation we're shooting for. We're shooting for as high as 30%, but and we know that the market is going to be something that's going to dictate that in the beginning.

Right.

We also know the dynamics and costs, but that's our expectations in the mid-20s.

Okay. And then comfort level, in terms of the financing, you still have the two more milestones to hit. You have raised some cash. I know you're going to have increasing working capital demands in terms of the timing and your ability to hit those two thresholds.

Yeah, we feel very confident in our ability to meet that. In fact, we're being very selective in how we try to achieve those next two milestones.

Yep

Whether it, you know, looking at different combinations of, you know, more equity debt. Some other selective ways to do it is the most, you know, and utilize the money in the most way that supports our shareholders. But yeah-

Great

We feel very confident that we're going to be able to raise that capital.

Great. Thanks, Ardes. Thanks, Steve.

You bet, Steve.

Thanks, Steve.

Thank you. There are no further questions at this time. I'd like to hand the floor back over to Ardes Johnson for any closing comments.

Yeah, thanks, operator, and I just want to say thanks again to everyone for joining us today and for your continued interest in NeoVolta. We're excited about the progress that we've made and the opportunities ahead as we execute on our strategy to become fully an integrated energy solutions provider. That's our goal. We look forward to updating you on our progress next quarter, and have a great day. Thank you all.

This concludes today's conference. You may disconnect your lines at this time. Thank you for your participation.