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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 15, 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
1.01. Entry into a Material Definitive Agreement.
Committed
Equity Facility
On
May 15, 2026, Flux Power Holdings, Inc., a Nevada corporation (the “Company”) entered into a common stock purchase agreement
(the “Purchase Agreement”) and a related registration rights agreement, dated as of May 15, 2026 (the “Registration
Rights Agreement”), with Roth Principal Investments, LLC (“Roth Principal Investments”). Upon the terms and subject
to the satisfaction of the conditions contained in the Purchase Agreement, the Company has the right, in the Company’s sole discretion,
to sell to Roth Principal Investments up to $40,000,000 of shares of the Company’s common stock, par value $0.001 per share (the
“Common Stock”), subject to certain limitations contained in the Purchase Agreement (the “Commitment Amount”),
from time to time during the term of the Purchase Agreement through one or more Market Open Purchases, Intraday Purchases, Pre-Market
Purchases and Post-Market Purchases on any Purchase Date (each term as defined below). Sales of Common Stock pursuant to the Purchase
Agreement, and the timing of any sales, are solely at the Company’s option, and the Company is under no obligation to sell any
securities to Roth Principal Investments under the Purchase Agreement.
In
accordance with the Company’s obligations under the Registration Rights Agreement, the Company has agreed to file a registration
statement to register under the Securities Act of 1933, as amended (the “Securities Act”), the offer and resale by Roth Principal
Investments of up to 38,461,538 shares of Common Stock (the “Purchase Shares”) that the Company may, in the Company’s
sole discretion, elect to sell to Roth Principal Investments, from time to time from and after the Commencement Date (defined below)
pursuant to the Purchase Agreement.
Upon
the initial satisfaction of each of the conditions to Roth Principal Investments’ purchase obligations set forth in the Purchase
Agreement (the initial satisfaction of all of such conditions, the “Commencement”), none of which are within Roth Principal
Investments’ control, including that the registration statement shall have been declared effective by the SEC, the Company has
the right, but not the obligation, from time to time at the Company’s sole discretion for a period of up to 36 months (unless the
Purchase Agreement is earlier terminated), beginning on the date on which the Commencement occurs (such date, the “Commencement
Date” and such period, the “Commitment Period”), to direct Roth Principal Investments to purchase a specified number
of shares of Common Stock (each, a “Market Open Purchase”), not to exceed the lesser of (such lesser number of shares, the
“Market Open Purchase Maximum Amount”): (i) 2,000,000 shares of Common Stock and (ii) up to a certain percentage (not to
exceed 25.0%), which the Company will specify in the applicable Market Open Purchase Notice (as defined below) for such Market Open Purchase
(such specified percentage, the “Market Open Purchase Percentage”), of the total aggregate number (or volume) of shares of
the Company’s Common Stock traded on Nasdaq during the applicable Market Open Purchase Valuation Period (as defined below) for
such Market Open Purchase (such specified number of shares to be purchased by Roth Principal Investments, adjusted as necessary to give
effect to the applicable Market Open Purchase Maximum Amount as set forth in the Purchase Agreement, the “Market Open Purchase
Share Amount”), by timely delivering written notice of such Market Open Purchase to Roth Principal Investments (each, a “Market
Open Purchase Notice”) after 7:30 a.m. and prior to 9:00 a.m., New York City time, on any trading day (each, a “Purchase
Date”), so long as (a) the closing sale price of the Company’s Common Stock on Nasdaq on the trading day immediately prior
to such Purchase Date is not less than a threshold price of $0.50 (the “Threshold Price”), and (b) all shares of Common Stock
subject to all prior Purchases effected by the Company under the Purchase Agreement on or before the trading day immediately preceding
such Purchase Date have been timely received by Roth Principal Investments on the applicable Purchase Share Delivery Dates for such prior
Purchases in accordance with the Purchase Agreement. Each notice provided by the Company to Roth Principal Investments relating to the
sale of Purchase Shares is defined herein as a “Purchase Notice”.
The
per share purchase price that Roth Principal Investments is required to pay for shares of Common Stock in a Market Open Purchase effected
by the Company pursuant to the Purchase Agreement, if any, will be determined by reference to the volume weighted average price of the
Common Stock (the “VWAP”), calculated in accordance with the Purchase Agreement, for the period (the “Market Open Purchase
Valuation Period”) beginning at the official open (or “commencement”) of the regular trading session on Nasdaq on the
applicable Purchase Date for such Purchase, and ending at the earliest to occur of (i) 3:59 p.m., New York City time, on such Purchase
Date or such earlier time publicly announced by the trading market as the official close of the regular trading session on such Purchase
Date, (ii) such time that the total aggregate number (or volume) of shares of Common Stock traded on Nasdaq during such Market Open Purchase
Valuation Period (calculated in accordance with the Purchase Agreement) reaches the applicable share volume maximum amount for such Market
Open Purchase (the “Market Open Purchase Share Volume Maximum”), calculated by dividing (a) the applicable Market Open Purchase
Share Amount for such Market Open Purchase, by (b) the Market Open Purchase Percentage the Company specified in the applicable Market
Open Purchase Notice for such Market Open Purchase, and (iii) if the Company further specifies in the applicable Market Open Purchase
Notice for such Market Open Purchase that a “limit order discontinue election” (a “Limit Order Discontinue Election”)
shall apply to such Market Open Purchase, such time that the trading price of the Company’s Common Stock on Nasdaq during such
Market Open Purchase Valuation Period (calculated in accordance with the Purchase Agreement) falls below the applicable minimum price
threshold for such Market Open Purchase specified by the Company in the Market Open Purchase Notice for such Market Open Purchase, or
if the Company does not specify a minimum price threshold in such Market Open Purchase Notice, a price equal to 75.0% of the closing
sale price of the Common Stock on the trading day immediately prior to the applicable Purchase Date for such purchase (the “Minimum
Price Threshold”), less a fixed 3.0% discount to the VWAP for such Market Open Purchase Valuation Period (calculated in accordance
with the Purchase Agreement).
Under
the Purchase Agreement, for purposes of calculating the volume of shares of Common Stock traded during a Market Open Purchase Valuation
Period, as well as the VWAP for a Market Open Purchase Valuation Period, the following transactions, to the extent they occur during
such Market Open Purchase Valuation Period, shall be excluded: (x) the opening or first purchase of Common Stock at or following the
official open of the regular trading session on Nasdaq on the applicable Purchase Date for such Market Open Purchase, (y) the last or
closing sale of Common Stock at or prior to the official close of the regular trading session on Nasdaq on the applicable Purchase Date
for such Market Open Purchase, and (z) if the Company has specified in the applicable Market Open Purchase Notice for such Market Open
Purchase that a “limit order continue election” (a “Limit Order Continue Election”), rather than a Limit Order
Discontinue Election, shall apply to such Market Open Purchase, all purchases and sales of Common Stock on Nasdaq during such Market
Open Purchase Valuation Period at a price per share that is less than the applicable Minimum Price Threshold for such Market Open Purchase.
From
and after the Commencement Date, in addition to Market Open Purchases described above, the Company will also have the right, but not
the obligation, subject to the continued satisfaction of the conditions set forth in the Purchase Agreement, to direct Roth Principal
Investments to purchase, on any trading day that would qualify as a Purchase Date, whether or not a Market Open Purchase is effected
on such Purchase Date, a specified number of shares of Common Stock (each, an “Intraday Purchase”), not to exceed the lesser
of (such lesser number of shares, the “Intraday Purchase Maximum Amount”): (i) 2,000,000 shares of Common Stock and (ii)
up to a certain percentage (not to exceed 25.0%), which the Company will specify in the applicable Intraday Purchase Notice (as defined
below) for such Intraday Purchase (such specified percentage, the “Intraday Purchase Percentage”), of the total aggregate
volume of shares of the Company’s Common Stock traded on Nasdaq during the applicable “Intraday Purchase Valuation Period”
(determined in a similar manner as the Market Open Purchase Valuation Periods for a Market Open Purchase) for such Intraday Purchase
(such specified number of shares to be purchased by Roth Principal Investments, adjusted to the extent necessary to give effect to the
applicable Intraday Purchase Maximum Amount as set forth in the Purchase Agreement, the “Intraday Purchase Share Amount”),
by the delivery to Roth Principal Investments of an irrevocable written purchase notice for such Intraday Purchase, after 10:00 a.m.,
New York City time (and after the Market Open Purchase Valuation Period for any earlier Market Open Purchase and the Intraday Purchase
Valuation Period for the most recent prior Intraday Purchase effected on the same Purchase Date as such applicable Intraday Purchase,
if applicable, have ended), and prior to 2:00 p.m., New York City time, on such Purchase Date (each, an “Intraday Purchase Notice”),
so long as (i) the closing sale price of the Common Stock on Nasdaq on the trading day immediately prior to such Purchase Date is not
less than the Threshold Price and (ii) all shares of Common Stock subject to all prior Purchases (as applicable) effected by the Company
under the Purchase Agreement on or before the trading day immediately preceding such Purchase Date, including all prior purchases effected
on the same Purchase Date as such applicable Intraday Purchase, have been timely received by Roth Principal Investments on the applicable
Purchase Share Delivery Dates for such prior Purchases in accordance with the Purchase Agreement.
The
per share purchase price for the shares of Common Stock that the Company elects to sell to Roth Principal Investments in an Intraday
Purchase pursuant to the Purchase Agreement, if any, will be calculated in the same manner as in the case of a Market Open Purchase (including
the same fixed 3.0% discount to the applicable VWAP used to calculate the per share purchase price for a Market Open Purchase, as described
above), provided that the VWAP for each Intraday Purchase effected on a Purchase Date will be calculated over different Intraday Purchase
Valuation Periods during the regular trading session on Nasdaq on such Purchase Date, each of which will commence and end at different
times on such Purchase Date.
From
and after the Commencement Date, in addition to Market Open Purchases and Intraday Purchases described above, the Company will also have
the right, but not the obligation, subject to the continued satisfaction of the conditions set forth in the Purchase Agreement, to direct
Roth Principal Investments to purchase shares of Common Stock in one or more Pre-Market Purchases and Post-Market Purchases (each as
defined below), on any trading day that would qualify as a Purchase Date.
The
Company may direct Roth Principal Investments to purchase a specified number of shares of Common Stock (each, a “Pre-Market Purchase”),
not to exceed the lesser of (such lesser number of shares, the “Pre-Market Purchase Maximum Amount”): (i) 1,000,000 shares
of Common Stock and (ii) up to a certain percentage (not to exceed 20.0%), which the Company will specify in the applicable Pre-Market
Purchase Notice for such Pre-Market Purchase (such specified percentage, the “Pre-Market Purchase Percentage”), of the total
aggregate number (or volume) of shares of the Company’s Common Stock traded on Nasdaq during the applicable Pre-Market Purchase
Valuation Period for such Pre-Market Purchase (such specified number of shares to be purchased by Roth Principal Investments, adjusted
to the extent necessary to give effect to the applicable Pre-Market Purchase Maximum Amount as set forth in the Purchase Agreement, the
“Pre-Market Purchase Share Amount”), by the delivery to Roth Principal Investments of an irrevocable written purchase notice
for such Pre-Market Purchase (each, a “Pre-Market Purchase Notice”), after 7:00 a.m., New York City time, and prior to 8:30
a.m., New York City time, on any trading day the Company selects as the Purchase Date for such Pre-Market Purchase, so long as (i) the
closing sale price of the Common Stock on Nasdaq on the trading day immediately prior to such Purchase Date is not less than the Threshold
Price and (ii) all shares of Common Stock subject to all prior Purchases effected by the Company under the Purchase Agreement on or before
the trading day immediately preceding such Purchase Date have been timely received by Roth Principal Investments on the applicable Purchase
Share Delivery Dates for such prior Purchases in accordance with the Purchase Agreement. The per share purchase price for shares purchased
in a Pre-Market Purchase will be calculated in a similar manner as in the case of a Market Open Purchase, except that the VWAP will be
calculated over the applicable Pre-Market Purchase Valuation Period and will reflect a fixed 5.25% discount to the VWAP for such Pre-Market
Purchase Valuation Period (calculated in accordance with the Purchase Agreement).
The
Company may also direct Roth Principal Investments to purchase a specified number of shares of Common Stock (each, a “Post-Market
Purchase”), not to exceed the lesser of (such lesser number of shares, the “Post-Market Purchase Maximum Amount”):
(i) 1,000,000 shares of Common Stock and (ii) up to a certain percentage (not to exceed 20.0%), which the Company will specify in the
applicable Post-Market Purchase Notice for such Post-Market Purchase (such specified percentage, the “Post-Market Purchase Percentage”),
of the total aggregate number (or volume) of shares of the Company’s Common Stock traded on Nasdaq during the applicable Post-Market
Purchase Valuation Period for such Post-Market Purchase (such specified number of shares to be purchased by Roth Principal Investments,
adjusted to the extent necessary to give effect to the applicable Post-Market Purchase Maximum Amount as set forth in the Purchase Agreement,
the “Post-Market Purchase Share Amount”), by the delivery to Roth Principal Investments of an irrevocable written purchase
notice for such Post-Market Purchase (each, a “Post-Market Purchase Notice”), after 4:05 p.m., New York City time, and prior
to 5:00 p.m.,
New York City time, on any trading day the Company selects as the Purchase Date for such Post-Market Purchase, so long as (i) the closing
sale price of the Common Stock on Nasdaq on such Purchase Date is not less than the Threshold Price and (ii) all shares of Common Stock
subject to all prior Purchases effected by the Company under the Purchase Agreement on or before the trading day immediately preceding
such Purchase Date have been timely received by Roth Principal Investments on the applicable Purchase Share Delivery Dates for such prior
Purchases in accordance with the Purchase Agreement. The per share purchase price for shares purchased in a Post-Market Purchase will
be calculated in a similar manner as in the case of a Pre-Market Purchase, with a fixed 5.25% discount to the VWAP for the applicable
Post-Market Purchase Valuation Period (calculated in accordance with the Purchase Agreement).
There
is no upper limit on the price per share that Roth Principal Investments could be obligated to pay for the Common Stock the Company may
elect to sell to it in any Market Open Purchase, any Intraday Purchase, any Pre-Market Purchase or any Post-Market Purchase under the
Purchase Agreement. In the case of Market Open Purchases, Intraday Purchases, Pre-Market Purchases and Post-Market Purchases effected
by the Company under the Purchase Agreement, if any, all share and dollar amounts used in determining the purchase price per share of
Common Stock to be purchased by Roth Principal Investments in a Market Open Purchase, an Intraday Purchase, a Pre-Market Purchase or
a Post-Market Purchase (as applicable), or in determining the applicable maximum purchase share amounts or applicable volume or price
threshold amounts in connection with any such Purchase (as applicable), in each case, will be equitably adjusted as set forth in the
Purchase Agreement for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction
occurring during any period used to calculate such per share purchase price, maximum purchase share amounts or applicable volume or minimum
price thresholds.
The
Company will control the timing and amount of any sales of Common Stock to Roth Principal Investments that the Company may elect, in
the Company’s sole discretion, to effect from time to time from and after the Commencement Date and during the term of the Purchase
Agreement. Actual sales of shares of Common Stock to Roth Principal Investments under the Purchase Agreement will depend on a variety
of factors to be determined by the Company from time to time, including, among other things, market conditions, the trading price of
the Common Stock and determinations by the Company as to the appropriate sources of funding for the Company’s business and operations.
The Company has no obligation to sell any shares to Roth Principal Investments, and Roth Principal Investments is obligated to purchase
shares only as directed by the Company and subject to the terms and conditions of the Purchase Agreement.
Under
the applicable Nasdaq rules, in no event may the Company issue to Roth Principal Investments under the Purchase Agreement more than 4,272,062
shares of Common Stock, which number of shares is equal to 19.999% of the shares of Common Stock outstanding immediately prior to the
execution of the Purchase Agreement (the “Exchange Cap”), unless (i) the Company obtains stockholder approval to issue shares
of Common Stock in excess of the Exchange Cap in accordance with applicable Nasdaq rules, or (ii) the average price per share paid by
Roth Principal Investments for all of the shares of Common Stock that the Company directs Roth Principal Investments to purchase from
the Company pursuant to the Purchase Agreement, if any, equals or exceeds $1.2143 (representing the lower of (a) the official
closing price of Common Stock on Nasdaq on the trading day immediately prior to the execution of the Purchase Agreement and (b) the average
official closing price of Common Stock on Nasdaq for the five consecutive trading days ending on the trading day immediately prior to
the execution of the Purchase Agreement, adjusted as required by Nasdaq to take into account, among other things, the Company’s
payment of the Cash Commitment Fee (defined below) to Roth Principal Investments), so that the Exchange Cap limitation will not apply
to issuances and sales of Common Stock pursuant to the Purchase Agreement.
Moreover,
the Company may not issue or sell any shares of Common Stock to Roth Principal Investments under the Purchase Agreement which, when aggregated
with all other shares of Common Stock then beneficially owned by Roth Principal Investments and its affiliates (as calculated pursuant
to Section 13(d) of the Exchange Act, and Rule 13d-3 thereunder), would result in Roth Principal Investments beneficially owning more
than 4.99% of the outstanding shares of Common Stock (the “Beneficial Ownership Limitation”).
The
net proceeds to the Company from sales that the Company elects to make to Roth Principal Investments under the Purchase Agreement, if
any, will depend on the frequency and prices at which the Company sells shares of Common Stock to Roth Principal Investments. The Company
expects that any proceeds received by the Company from such sales of Common Stock to Roth Principal Investments will be used for working
capital and general corporate purposes.
There
are no restrictions on future financings, rights of first refusal, participation rights, penalties or liquidated damages in the Purchase
Agreement or Registration Rights Agreement, other than a prohibition (with certain limited exceptions) on entering into specified “Variable
Rate Transactions” (as such term is defined in the Purchase Agreement) during the term of the Purchase Agreement. Such transactions
include, among others, the issuance of convertible securities with a conversion or exercise price that is based upon or varies with the
trading price of Common Stock after the date of issuance, or the Company’s effecting or entering into an agreement to effect an
“equity line of credit” or other substantially similar continuous offering with a third party, in which the Company may offer,
issue or sell Common Stock or any securities exercisable, exchangeable or convertible into Common Stock at a future determined price.
Roth
Principal Investments has agreed that none of Roth Principal Investments, any of its officers, or any entity managed or controlled by
Roth Principal Investments will engage in or effect, directly or indirectly, for Roth Principal Investments’ own account or for
the principal account of any such entity managed or controlled by Roth Principal Investments, any short sales of the Common Stock or
hedging transaction that establishes a net short position in the Common Stock during the term of the Purchase Agreement.
The
Purchase Agreement will automatically terminate on the earliest to occur of (i) the first day of the month next following the 36-month
anniversary of the Commencement Date, (ii) the date on which Roth Principal Investments shall have purchased from the Company under the
Purchase Agreement shares of Common Stock for an aggregate gross purchase price of $40,000,000, (iii) the date on which the Common Stock
shall have failed to be listed or quoted on Nasdaq or another U.S. national securities exchange identified as an “eligible market”
in the Purchase Agreement for a period of one trading day, (iv) the 30th trading day after the date on which a voluntary or
involuntary bankruptcy proceeding involving the Company has been commenced that is not discharged or dismissed prior to such 30th
trading day, and (v) the date on which a bankruptcy custodian is appointed for all or substantially all of the Company’s property
or the Company make a general assignment for the benefit of creditors.
The
Company has the right to terminate the Purchase Agreement at any time after Commencement, at no cost or penalty, upon 10 trading days’
prior written notice to Roth Principal Investments. The Company and Roth Principal Investments may also terminate the Purchase Agreement
at any time by mutual written consent.
Roth
Principal Investments also has the right to terminate the Purchase Agreement upon 10 trading days’ prior written notice to us,
but only upon the occurrence of certain events, including: the occurrence and continuation of a Material Adverse Effect (as such term
is defined in the Purchase Agreement); the occurrence of a Fundamental Transaction (as such term is defined in the Purchase Agreement)
involving the Company; certain failures to file registration statements by applicable deadlines or have them declared effective by the
SEC by applicable deadlines, or material breaches or defaults under the Registration Rights Agreement that remain uncured for 10 trading
days after notice; material breaches or defaults by the Company under the Purchase Agreement or the Registration Rights Agreement that
remain uncured for 10 trading days after notice; the lapse of effectiveness of any registration statement or unavailability of the prospectus
for a period of 20 consecutive trading days or more than 60 trading days in any 365-day period (other than due to acts of Roth Principal
Investments); or the suspension of trading in the Common Stock on Nasdaq for a period of five consecutive trading days.
No
termination of the Purchase Agreement by the Company or by Roth Principal Investments will become effective prior to the fifth trading
day immediately following the date on which any pending Purchase has been fully settled in accordance with the terms and conditions of
the Purchase Agreement. No termination of the Purchase Agreement will affect the Registration Rights Agreement, which will survive any
termination of the Purchase Agreement. Neither the Company nor Roth Principal Investments may assign or transfer any of their respective
rights or obligations under the Purchase Agreement or the Registration Rights Agreement, and no provision of the Purchase Agreement or
the Registration Rights Agreement may be modified or waived by the Company or Roth Principal Investments.
Roth
Principal Investments, LLC is an affiliate of Roth Capital Partners, LLC (“RCP”), a registered broker-dealer and member of
the Financial Industry Regulatory Authority, Inc. (“FINRA”). RCP will act as an executing broker that will effectuate resales
of Common Stock that have been and may be acquired by Roth Principal Investments from the Company pursuant to the Purchase Agreement.
Because
Roth Principal Investments will receive all the net proceeds from such resales of Common Stock made to the public through RCP, RCP is
deemed to have a “conflict of interest” within the meaning of FINRA Rule 5121. Consequently, the offering will be conducted
in compliance with the provisions of FINRA Rule 5121, which requires that a “qualified independent underwriter,” as defined
in FINRA Rule 5121, participate in the preparation of the registration statement that includes this prospectus and exercise the usual
standards of “due diligence” with respect thereto. Accordingly, the Company has engaged Digital Offering, LLC, a registered
broker-dealer and FINRA member (“Digital Offering”), to be the qualified independent underwriter in the offering and, in
such capacity, participate in the preparation of the Registration Statement and exercise the usual standards of “due diligence”
with respect thereto.
As
consideration for Roth Principal Investments’ commitment to purchase shares of Common Stock at the Company’s direction upon
the terms and subject to the conditions set forth in the Purchase Agreement, we (i) paid to Roth Principal Investments a cash “structuring
fee” of $25,000, prior to the Company’s execution of the Purchase Agreement, and (ii) agreed to pay to Roth Principal Investments
a cash commitment fee of $800,000 (the “Cash Commitment Fee”), which is equal to 2.0% of Roth Principal Investments’
$40,000,000 total aggregate dollar amount purchase commitment under the Purchase Agreement. The Cash Commitment Fee shall be payable
in cash to Roth Principal Investments out of the first proceeds, following Market Open Purchases, Intraday Purchases, Pre-Market Purchases
and/or Post-Market Purchases, at a 10% participation rate until the entire Commitment Fee has been received by the Roth Principal Investments.
In
addition, we have agreed to reimburse Roth Principal Investments for the reasonable legal fees and disbursements of Roth Principal Investments’
legal counsel in connection with the transactions contemplated by the Purchase Agreement and the Registration Rights Agreement in an
amount equal to $75,000 (the “Initial Legal Fee Reimbursement Amount”), upon the Company’s execution of the Purchase
Agreement and Registration Rights Agreement. We have also agreed to reimburse Roth Principal Investments up to $7,500 per fiscal quarter
(the “Additional Investor Legal Fee Reimbursement Amount”) for the reasonable legal fees and disbursements of Roth Principal
Investments’ legal counsel in connection with quarterly and annual bring-down due diligence investigations and related matters
as contemplated by the Purchase Agreement.
The
Company has paid directly to Digital Offering a cash fee of $50,000, as consideration for its services in connection with acting
as the qualified independent underwriter in the offering. Digital Offering will receive no other compensation for acting as the qualified
independent underwriter in the offering.
The
Purchase Agreement and the Registration Rights Agreement contain customary representations, warranties, conditions, and indemnification
obligations of the parties.
Because
the per share purchase price that Roth Principal Investments will pay for Purchase Shares in any Market Open Purchase, Intraday Purchase,
Pre-Market Purchase or Post-Market Purchase that the Company may elect to effect pursuant to the Purchase Agreement will be determined
by reference to the VWAP during the applicable Purchase Valuation Period on the applicable Purchase Date for such Purchase, the Company
cannot determine the actual purchase price per share that Roth Principal Investments will be required to pay for any Purchase Shares
that the Company may elect to sell to Roth Principal Investments under the Purchase Agreement from and after Commencement and, therefore,
the Company cannot be certain how many Purchase Shares, in the aggregate, the Company may issue and sell to Roth Principal Investments
under the Purchase Agreement from and after Commencement.
The
form of Purchase Agreement and Registration Rights Agreement are filed as exhibits 10.1, and 10.2, respectively, to this Current Report
on Form 8-K. The foregoing summaries of the terms of the Purchase Agreement and Registration Rights Agreement are subject to, and qualified
in their entirety by, the full text of such documents, where applicable, which are incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities.
The
information contained above in Item 1.01 under the heading “Committed Equity Facility” is hereby incorporated by reference
into this Item 3.02. The Purchase Shares will be issued without registration under the Securities Act, in reliance on the exemptions
provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering and Rule 506 promulgated under the
Securities Act as sales to accredited investors, and in reliance on similar exemptions under applicable state laws. This Current Report
on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company, nor shall there
be any sale of any securities of the Company in any state or other jurisdiction in which such an offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
Forward-Looking
Statements. This Current Report on Form 8-K contains “forward-looking statements” relating to the Company’s
business, including statements related to the satisfaction of the conditions to Roth Principal Investments’ purchase obligations
and the intended use of any proceeds to the Company from the Committed Equity Facility, that are often identified using “believes”,
“expects”, or similar expressions. Forward-looking statements involve several estimates, assumptions, risks, and other uncertainties
that may cause actual results to be materially different from those anticipated, believed, estimated, expected, etc. Accordingly, forward-looking
statements are not guarantees of future results. Actual results could differ from those projected due to numerous factors and uncertainties.
Although the Company believes that the expectations, opinions, projections, and comments reflected in these forward-looking statements
are reasonable, the Company can give no assurance that such statements will prove to be correct, and that the Company’s actual
results of operations, financial condition and performance will not differ materially from the results of operations, financial
condition and performance reflected or implied by these forward-looking statements. Undue reliance should not be placed on the forward-looking
statements and investors should refer to the risk factors outlined in the “Risk Factors” section of the Company’s Annual
Report on Form 10-K for the fiscal year ended June 30, 2025 and the Company’s subsequent filings with the Securities and Exchange
Commission. These forward-looking statements are made as of the date hereof, and the Company assumes no obligation to update these statements
or the reasons why actual results could differ from those projected, except as required by law.
Item
9.01. Financial Statements and Exhibits.
Exhibit
Number |
|
Description |
| 10.1 |
|
Common Stock Purchase Agreement, dated as of May 15, 2026, by and between Flux Power Holdings, Inc. and Roth Principal Investments, LLC |
| 10.2 |
|
Registration Rights Agreement, dated as of May 15, 2026, by and between Flux Power Holdings, Inc. and Roth Principal Investments, LLC |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document.) |
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:
May 18, 2026 |
Flux
Power Holdings, Inc. |
| |
|
| |
By: |
/s/
Kevin Royal |
| |
|
Kevin
Royal |
| |
|
Chief
Financial Officer |
