Flux Power (Nasdaq: FLUX) warned on $1.00 bid rule as 3.6M shares registered

Rhea-AI Filing Summary

Flux Power Holdings, Inc. filed a prospectus supplement covering the proposed resale from time to time by selling stockholders of up to 3,644,289 shares of common stock under an existing Form S-1 registration. The shares trade on the Nasdaq Capital Market under the symbol FLUX.

The company discloses that Nasdaq notified it on July 24, 2026 that its stock failed to meet the $1.00 minimum bid price requirement for 30 consecutive business days. Flux Power has a 180-day compliance period to regain compliance, which requires a closing bid of at least $1.00 for 10 consecutive business days. Failure to regain compliance, including after any additional compliance period, may result in delisting from Nasdaq. The company states it will monitor its share price and may consider available options to address the deficiency.

Positive

• None.

Negative

• Nasdaq minimum bid price deficiency: Flux Power received a notice that its stock traded below the $1.00 minimum bid for 30 consecutive business days, triggering a 180-day compliance period and creating a risk of eventual Nasdaq delisting if compliance is not regained.

Filing Explained

The July 30 supplement updates Flux Power’s existing Form S-1 resale registration, but registration alone sells nothing: the filing remains a proposed selling-stockholder resale and does not report a completed sale, new issuer share issuance, or company proceeds.

Key Figures

Shares registered for resale: 3,644,289 shares of common stock Last reported sale price: $0.51 per share Nasdaq minimum bid price: $1.00 per share +3 more

6 metrics

Shares registered for resale 3,644,289 shares of common stock Aggregate shares covered by the prospectus supplement and base prospectus

Last reported sale price $0.51 per share Closing sale price of common stock on July 29, 2026 on Nasdaq Capital Market

Nasdaq minimum bid price $1.00 per share Minimum bid price required under Nasdaq Listing Rule 5550(a)(2)

Days below minimum bid 30 consecutive business days Period during which the bid price closed below $1.00 before Nasdaq’s notice

Initial Compliance Period 180 calendar days Time allowed to regain compliance with the Minimum Bid Price Requirement

Trading symbol FLUX Ticker for Flux Power’s common stock on the Nasdaq Capital Market

Key Terms

Minimum Bid Price Requirement, Nasdaq Listing Rule 5550(a)(2), Compliance Period, Additional Compliance Period, +1 more

5 terms

Minimum Bid Price Requirement regulatory

"the bid price of the Company’s common stock had closed below the $1.00 per share minimum required for continued listing"

A minimum bid price requirement is a rule that a stock must trade above a set price for a specified period to stay listed on an exchange. It matters to investors because falling below that threshold can trigger warnings or removal from the exchange, which can cut liquidity, reduce visibility, and often lead to sharper declines in share value—think of it like a venue’s minimum dress code that, if not met, can bar a performer from the stage.

Nasdaq Listing Rule 5550(a)(2) regulatory

"below the $1.00 per share minimum required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2)"

Compliance Period regulatory

"the Company has 180 calendar days following the date of the Notice to regain compliance with the Minimum Bid Price Requirement (the “Compliance Period”)"

A compliance period is a defined stretch of time during which a company must meet specific legal, regulatory, or contractual rules and reporting requirements. Think of it like a scheduled inspection window or a homework deadline: failing to satisfy the rules within that window can trigger fines, restrictions, or extra oversight, so investors watch compliance periods as signals of near-term legal risk, potential costs, and impacts on a company’s operations or cash flow.

Additional Compliance Period regulatory

"the Company may be afforded an additional 180 calendar days to regain compliance with the Minimum Bid Price Requirement (the “Additional Compliance Period”)"

market value of publicly held shares financial

"if on the last day of the Compliance Period the Company is in compliance with the market value of publicly held shares requirement for continued listing"

The market value of publicly held shares is the total dollar worth of a company’s shares that are available to outside investors, calculated by multiplying the current market price by the number of shares held by the public (the “float”). It matters because it tells investors how much of the company is actually tradable and how the market is pricing that tradable portion—like a price tag on the items on a store shelf, it affects liquidity, volatility and how easy it is to buy or sell a meaningful stake.

Offering Details

secondary

Offering

Offering Type secondary

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Available on EDGAR 07/30/2026 - 04:17 PM Accepted by SEC EDGAR 07/30/2026 - 04:10 PM Learn about SEC filing dates

FAQ

What securities does Flux Power (FLUX) register in this prospectus supplement?

The supplement relates to the proposed resale of up to 3,644,289 shares of Flux Power common stock by selling stockholders. These shares are registered under an existing Form S-1 and may be sold from time to time as described in the base prospectus.

What Nasdaq notice did Flux Power (FLUX) receive about its stock price?

On July 24, 2026, Flux Power received a Nasdaq notice that its stock failed the $1.00 minimum bid price requirement for 30 consecutive business days, placing it out of compliance with Nasdaq Listing Rule 5550(a)(2).

How long does Flux Power (FLUX) have to regain Nasdaq bid-price compliance?

Flux Power has an initial 180-day Compliance Period from the July 24, 2026 notice to regain compliance. It must achieve a closing bid of at least $1.00 for a minimum of 10 consecutive business days during that period.

Can Flux Power (FLUX) obtain additional time beyond the initial compliance period?

If Flux Power meets all other initial listing standards, including market value of publicly held shares, by the end of the 180-day period, Nasdaq may grant an Additional Compliance Period of another 180 days, subject to Nasdaq’s discretion and the company’s stated intent to cure.

What happens if Flux Power (FLUX) does not regain Nasdaq compliance?

If Flux Power fails to satisfy the $1.00 Minimum Bid Price Requirement by the end of the compliance period, or any Additional Compliance Period, its common stock will be subject to delisting from the Nasdaq Capital Market.

What was the recent trading price of Flux Power (FLUX) common stock?

On July 29, 2026, the last reported sale price of Flux Power’s common stock on the Nasdaq Capital Market was $0.51 per share, below the $1.00 minimum bid price required for continued Nasdaq listing.

How does the Nasdaq notice affect Flux Power’s (FLUX) listing today?

The notice has no immediate effect on Flux Power’s listing. Its common stock continues to trade on the Nasdaq Capital Market under the symbol FLUX while the company works within the 180-day compliance period.

Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-290974

PROSPECTUS SUPPLEMENT NO. 8

(To the Prospectus dated November 10, 2025)

3,644,289 Shares of Common Stock

This prospectus supplement supplements the prospectus, dated November 10, 2025 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (File No. 333-290974). This prospectus supplement is being filed to update and supplement the information in the Prospectus with certain information contained in the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 30, 2026, which we have attached to this prospectus supplement.

The Prospectus and this prospectus supplement relate to the proposed offer and resale or other disposition from time to time by the selling stockholders identified in the Prospectus of up to an aggregate of 3,644,289 shares of common stock, par value $0.001 per share (“Common Stock”), of Flux Power Holdings, Inc.

Our shares of Common Stock are listed on The Nasdaq Capital Market under the symbol “FLUX.” On July 29, 2026, the last reported sale price of our Common Stock on The Nasdaq Capital Market was $0.51 per share.

This prospectus supplement should be read in conjunction with the Prospectus, including any amendments or supplements thereto, which is to be delivered with this prospectus supplement. This prospectus supplement is qualified by reference to the Prospectus, including any amendments or supplements thereto, except to the extent that the information in this prospectus supplement updates and supersedes the information contained therein.

This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus, including any amendments or supplements thereto.

Investing in our Common Stock involves a high degree of risk. You should review carefully the risks and uncertainties described in the section entitled “Risk Factors” beginning on page 11 of the Prospectus and under similar headings in any amendments or supplements to the Prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement or the Prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is July 30, 2026.

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): July 24, 2026

FLUX POWER HOLDINGS, INC.

(Exact name of registrant as specified in charter)

Nevada		001-31543		92-3550089
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

2685 S. Melrose Drive

Vista, CA 92081

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: 877-505-3589

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, $0.001 par value per share		FLUX		The Nasdaq Stock Market LLC (Nasdaq Capital Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On July 24, 2026, Flux Power Holdings, Inc. (the “Company”) received notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) advising the Company that for 30 consecutive business days preceding the date of the Notice, the bid price of the Company’s common stock had closed below the $1.00 per share minimum required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”).

The Notice has no effect on the listing of the Company’s common stock at this time, and the Company’s common stock continues to trade on The Nasdaq Capital Market under the symbol “FLUX”.

Under Nasdaq Listing Rule 5810(c)(3)(A), the Company has 180 calendar days following the date of the Notice to regain compliance with the Minimum Bid Price Requirement (the “Compliance Period”). If at any time during the Compliance Period the closing bid price of the Company’s common stock is at least $1.00 for a minimum of 10 consecutive business days, the Company will regain compliance with the Minimum Bid Price Requirement and its common stock will continue to be eligible for listing on The Nasdaq Capital Market absent noncompliance with any other requirement for continued listing.

If the Company does not regain compliance with the Minimum Bid Price Requirement by the end of the Compliance Period, the Company may be afforded an additional 180 calendar days to regain compliance with the Minimum Bid Price Requirement (the “Additional Compliance Period”) if on the last day of the Compliance Period the Company is in compliance with the market value of publicly held shares requirement for continued listing as well as all other standards for initial listing of its common stock on The Nasdaq Capital Market (other than the Minimum Bid Price Requirement), unless the Company does not indicate its intent to cure the deficiency, or if it appears to Nasdaq that it is not possible for the Company to cure the deficiency.

If the Company does not regain compliance with the Minimum Bid Price Requirement by the end of the Compliance Period, or the Additional Compliance Period, if applicable, the Company’s common stock will be subject to delisting.

The Company intends to monitor the closing bid price of its common stock and may, if appropriate, consider implementing available options to regain compliance with the Minimum Bid Price Requirement. There can be no assurance that the Company will regain compliance within the Minimum Bid Price Requirement during the Compliance Period, secure an Additional Compliance Period to regain compliance, or maintain compliance with the other Nasdaq continued listing requirements.

SIGNATURES

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.

Date: July 30, 2026	Flux Power Holdings, Inc.
	By:	/s/ Kevin Royal
		Kevin Royal
		Chief Financial Officer