[8-K] Flux Power Holdings, Inc. Reports Material Event

Rhea-AI Filing Summary

Flux Power Holdings, Inc. (FLUX) filed an 8-K to disclose two debt-related amendments executed on 16 Jul 2025.

• Cleveland Capital Note: The First Amendment shifts the maturity of the $-denominated Subordinated Unsecured Promissory Note issued 2 Nov 2023 from 15 Aug 2025 to 30 Sep 2025. Cleveland Capital beneficially owns roughly 7.3 % of FLUX common stock.
• Gibraltar Business Capital (GBC) ABL facility: Amendment No. 5 revises the Loan & Security Agreement maturity to 31 Aug 2025. The date will automatically extend to 31 Jul 2027 if (i) the Cleveland Note is pushed to ≥29 Sep 2027, or (ii) that note is fully converted to equity. FLUX will pay GBC a non-refundable $112,500 amendment fee.

No principal balances, interest rate changes, or covenant details were provided. The amendments relieve near-term refinancing pressure and link the longer ABL tenor to a future extension/convertibility of the insider-held Cleveland Note.

Positive

• Extended Cleveland Capital Note maturity to 30 Sep 2025, delaying an upcoming cash outflow.
• ABL facility maturity can stretch to 31 Jul 2027 under defined, achievable conditions, potentially lengthening liquidity runway.
• Non-material amendment fee of $112,500 limits immediate cash impact.

Negative

• Only a 45-day extension on the Cleveland Note; still matures within FY-2026 unless further action taken.
• Automatic ABL extension is conditional and not yet realized; rollover risk persists until conditions met.
• $112,500 amendment fee indicates incremental financing costs and some lender leverage.

Insights

Financial Analyst

TL;DR: Debt maturities nudged out; modest fee, liquidity runway improves through 3Q25 with path to 2027 if insider note extended.

The 45-day push on the Cleveland Note is incremental but, when combined with the ABL amendment, removes an August 2025 cliff and aligns facilities. More importantly, the automatic two-year ABL extension—triggered by either converting or further extending the related-party note—creates a clear mechanism for longer liquidity without renegotiation. The $112.5k fee is de minimis versus potential liquidity benefits. With no rate changes disclosed, near-term cash cost impact appears limited. Overall impact is slightly positive for solvency and bargaining leverage, but contingent on management’s ability to secure the 2027 trigger.

Risk Analyst

TL;DR: Conditional extensions reduce 2025 rollover risk yet highlight reliance on related-party debt flexibility.

The amendments defer imminent maturities; however, the Cleveland Note now becomes the critical pivot. Because Cleveland owns 7.3 % equity, negotiations are likely cooperative, but concentration risk persists. The automatic ABL extension is beneficial only if the note is rolled to 2027 or converted—events not yet secured. The fee suggests limited negotiating power with GBC. Overall credit risk eases marginally but remains driven by execution of the future trigger.

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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): July 16, 2025

FLUX POWER HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Nevada		001-31543		92-3550089
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2685 S. Melrose Drive, Vista, California		92081
(Address of Principal Executive Offices)		(Zip Code)

877-505-3589

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

☐	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		Name of each exchange on which registered
Common Stock, $0.001 par value		FLUX		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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 - Entry into a Material Definitive Agreement

First Amendment to the Subordinated Unsecured Promissory Note

On July 16, 2025, Fux Power Holdings, Inc. (the “Registrant”) entered into a First Amendment to the Subordinated Unsecured Promissory Note (“First Amendment”) with Cleveland Capital, L.P. (“Cleveland”). The First Amendment amended the due date set forth in the Subordinated Unsecured Promissory Note dated November 2, 2023 (“Original Note” and as amended by the First Amendment, the “Cleveland Note”) issued by the Registrant to Cleveland in connection with a certain Credit Facility Agreement dated November 2, 2023, by and between Cleveland and the Registrant. Pursuant to the First Amendment, the due date under the Original Note was changed from August 15, 2025 to September 30, 2025. In addition to the foregoing relationship, based on Amendment No. 8 to Schedule 13G filed with the Securities and Exchange Commission on February 14, 2025, Cleveland beneficially owns approximately 7.3% of our common stock.

Amendment No. 5 to the Loan and Security Agreement

On July 16, 2025, the Registrant, Flux Power, Inc., a wholly-owned subsidiary of the Registrant (“Flux” and together with the Registrant, the “Company”), entered into a certain Amendment No. 5 to Loan and Security Agreement (the “Fifth Amendment”) with Gibraltar Business Capital, LLC (“GBC”), which amended certain terms relating to the maturity date set forth under Loan and Security Agreement dated as of July 28, 2023, by and among the Company and GBC (as amended, restated, supplemented or modified from time to time, the “Loan Agreement). Pursuant to the Fifth Amendment, GBC and the Company agreed to amend the definition of the maturity date to August 31, 2025, unless otherwise extended pursuant to the terms of the Loan Agreement, provided however, upon the occurrence of either (i) an extension of the due date of the Cleveland Note to a date no earlier than September 29, 2027, or (ii) the conversion of all of the outstanding obligations under the Cleveland Note into equity of the Registrant the maturity date will automatically extend to July 31, 2027. In consideration for the Fifth Amendment, the Company agreed to pay GBC a non-refundable amendment fee of $112,500.

The foregoing description of the Fifth Amendment and the First Amendment does not purport to be a complete description of the terms and is qualified in its entirety by reference to the full text of the Fifth Amendment and the First Amendment, which are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit		Exhibit Description
10.1		Amendment No. 5 to the Loan and Security Agreement
10.2		First Amendment to Subordinated Unsecured Promissory Note
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.

	Flux Power Holdings, Inc.
	a Nevada corporation
	By:	/s/ Krishna Vanka
		Krishna Vanka
		Chief Executive Officer

Dated: July 22, 2025

FAQ

What debt maturities did Flux Power (FLUX) extend in the July 2025 8-K?

The Cleveland Capital subordinated note was moved from 15 Aug 2025 to 30 Sep 2025, and the GBC ABL facility maturity is now 31 Aug 2025 with a possible automatic move to 31 Jul 2027.

How can the GBC loan maturity automatically extend to 2027?

If the Cleveland Note is extended to ≥29 Sep 2027 or fully converted into FLUX equity, the ABL maturity will automatically roll to 31 Jul 2027.

What fee did Flux Power pay for the ABL amendment?

Flux Power agreed to a non-refundable $112,500 amendment fee to Gibraltar Business Capital.

Does Cleveland Capital have an equity stake in Flux Power?

Yes. According to a February 14 2025 Schedule 13G, Cleveland Capital beneficially owns approximately 7.3 % of FLUX common stock.

Were interest rates or principal amounts changed in these amendments?

The 8-K does not disclose any changes to interest rates or principal balances.