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2025-08-29
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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): August 29, 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
5.07 Submission of Matters to a Vote of Security Holders.
On
August 29 2025, the Company held a Special Meeting of Stockholders. As of the record date of July 14, 2025, 16,835,698 shares of the
Company’s Common Stock were outstanding and entitled to vote. Of this amount, 10,415,086 shares of Common Stock, representing approximately
62% of the total number of shares of Common Stock entitled to vote, were represented in person or by proxy, constituting a quorum. Set
forth below are the final voting results for the proposals presented for a stockholder vote at the Special Meeting of Stockholders as
certified by the Company’s Inspector of Elections.
All
proposals received a sufficient number of votes to pass. Below are the results for each of the following proposals
| 1. |
A
proposal to approve the amendment and restatement of the Company’s Amended and Restated Articles of Incorporation as amended
and currently in effect (the “Articles”) to, among other things, (i) increase the aggregate number of authorized shares
of preferred stock from 500,000 to 3,000,000, $0.001 par value per share (“Preferred Stock”), (ii) grant the Board authority
to fix the rights and preferences of the preferred stock by resolution from time to time, and (iii) designate 1,000,000 shares of
Preferred Stock as “Series A Convertible Preferred Stock”, $0.001 par value per share (the “Series A Preferred
Stock”), with rights, preferences, privileges and restrictions all as set forth in the Second Amended and Restated Certificate
of Incorporation (the “Restated Articles”) in substantially the form attached to the Proxy Statement as (the “Amendment
Proposal”). |
| FOR | | |
AGAINST | | |
ABSTAIN | | |
BROKER NON-VOTE | |
| 9,077,960 | | |
| 1,337,126 | | |
| - | | |
| - | |
| 2. |
A
proposal to approve the reservation and issuance of such number of shares of Common Stock issuable in connection with the conversion
of the shares of Series A Preferred Stock which are issuable upon exercise of certain prefunded warrants, and exercise of certain
Common Stock warrants issued and issuable pursuant to the Securities Purchase Agreement dated July 18, 2025, and related transaction
documents by and among the Company and certain investors in connection with a non public offering (as more fully described in the
Proxy Statement, the “Private Placement”), which total issuance could exceed 20% of the amount outstanding of Common
Stock prior to the Private Placement for purposes of complying with Nasdaq Listing Rule 5635(d) (the “Share Issuance Proposal). |
| FOR | | |
AGAINST | | |
ABSTAIN | | |
BROKER NON-VOTE | |
| 9,523,300 | | |
| 891,786 | | |
| - | | |
| - | |
3. |
A
proposal to approve the adjournment of the Special Meeting to a later date, if necessary or appropriate, to permit further solicitation
and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Amendment
Proposal and the Share Issuance Proposal. |
| FOR | | |
AGAINST | | |
ABSTAIN | | |
BROKER NON-VOTE | |
| 9,211,953 | | |
| 1,203,087 | | |
| 46 | | |
| - | |
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:
September 2, 2025 |
|
|
