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Cleveland Capital Management, L.L.C. and related reporting persons report their beneficial ownership of Flux Power Holdings, Inc. common stock in Amendment No. 10 to a Schedule 13G. The filing covers common stock with par value $0.001 per share, CUSIP 344057203.
Cleveland Capital Management, L.L.C. reports beneficial ownership of 1,450,736 shares, representing 6.8% of the class, all with shared voting and dispositive power. Cleveland Capital, L.P. reports 1,272,522 shares or 6.0%, and Rocky River Specific Opportunities Fund LLC reports 178,214 shares or 0.8%, each with shared voting and dispositive power.
Individual reporting persons include Wade Massad, who reports beneficial ownership of 1,521,809 shares, or 7.1%, with 71,073 shares held with sole voting and dispositive power and 1,450,736 shares with shared power, and John Shiry, who reports 1,500,736 shares, or 7.0%, with 50,000 shares held with sole voting and dispositive power and 1,450,736 shares with shared power. All securities are directly owned by advisory clients of Cleveland Capital Management, L.L.C. or its principals, and each reporting person disclaims beneficial ownership beyond its pecuniary interest.
Flux Power Holdings, Inc. CEO and President Vanka Krishna C reported routine equity compensation activity involving restricted stock units (RSUs) and a related tax sale. On July 1, 2026, 40,650 RSUs vested and were converted into the same number of common shares at a price of $0.00 per share.
On July 2, 2026, he sold 20,633 common shares at a weighted average price of $0.8672 per share, leaving 20,017 common shares held directly after the sale. According to the footnotes, this sale was a "sell to cover" transaction made solely to satisfy tax withholding obligations related to the RSU vesting and is described as not a discretionary transaction.
Flux Power Holdings, Inc. is registering up to 38,461,538 shares of its common stock for resale by Roth Principal Investments under a Purchase Agreement dated May 15, 2026. The prospectus registers those Purchase Shares for resale by the Selling Stockholder; the Company states it is not selling any securities here and will not receive proceeds from resales by Roth Principal Investments.
The Company also notes that, pursuant to the Purchase Agreement (the “Committed Equity Facility”), it may, at its sole election and subject to conditions, sell shares to Roth Principal Investments for aggregate gross proceeds of up to $40,000,000. Nasdaq limits and contractual caps apply, including an Exchange Cap of 4,272,062 shares (equal to 19.999% of outstanding shares as of execution) unless stockholder approval is obtained, and a Beneficial Ownership Limitation of 4.99% per Roth Principal Investments and affiliates.
Flux Power Holdings director Lisa Walters-Hoffert reported equity compensation activity involving 50,000 shares. On May 28, 2025, she was granted 50,000 restricted stock units (RSUs) that later vested on May 28, 2026. Upon vesting, each RSU converted on a one-for-one basis into common stock at a price of $0.00 per share, reflecting a stock-based award rather than a cash purchase.
After the RSUs converted, Walters-Hoffert directly owned 94,107 shares of Flux Power common stock. The filing notes this RSU grant had not been previously reported due to an administrative error, and no open‑market buys or sells were disclosed in this Form 4.
Flux Power Holdings director Dale Thomas Robinette reported equity compensation activity. On May 28, 2025, he was granted 50,000 restricted stock units, each representing one future share of common stock at no cash cost. These RSUs vested on May 28, 2026 and converted into 50,000 shares of common stock through a derivative exercise. After the conversion, he directly held 106,311 shares of Flux Power common stock. The company noted that the original RSU grant had not been previously reported due to an administrative error.
Flux Power Holdings director Mark F. Leposky reported routine equity compensation activity. On May 28, 2026, previously granted restricted stock units converted into 50,000 shares of common stock, increasing his directly held common shares to 67,057. The RSUs were originally granted on May 28, 2025 and vested one year later, with each unit converting into one share of common stock. The company notes that this 2025 RSU grant had not been reported earlier due to an administrative error.
Flux Power Holdings director and 10% owner Michael Johnson exercised 50,000 restricted stock units on May 28, 2026, converting them into 50,000 shares of common stock at a price of $0.00 per share. These RSUs were originally granted on May 28, 2025 and vested one year later.
After the conversion, Johnson directly holds 106,311 shares of Flux Power common stock. He also indirectly holds 4,061,799 shares through Esenjay Investments, L.L.C., where he is the sole director and beneficial owner. The company notes this RSU grant had previously not been reported due to an administrative error.
Flux Power Holdings has filed an S-1 to register up to 38,461,538 shares of common stock for resale by Roth Principal Investments under a committed equity facility. Flux may sell shares to Roth for up to $40,000,000 in gross proceeds, while Roth resells the shares under this prospectus.
Flux had 21,361,383 shares outstanding as of May 15, 2026, so full use of the facility could significantly dilute existing holders. The company faces substantial risks, including an auditor going-concern warning, a history of losses, current default under its GBC credit facility, prior financial restatements, material weaknesses in internal controls, dependence on a single Chinese battery cell supplier, exposure to tariffs, and the possibility of Nasdaq delisting if listing standards are not maintained.