Flux Power (FLUX) regains Nasdaq compliance, raises $9.4M equity

Flux Power Holdings, Inc. reports that it has regained compliance with Nasdaq’s continued listing rules by satisfying the requirement to maintain a market value of listed securities of at least $35 million.

Rhea-AI Filing Summary

Flux Power Holdings, Inc. reports that it has regained compliance with Nasdaq’s continued listing rules by satisfying the requirement to maintain a market value of listed securities of at least $35 million. Nasdaq will monitor the company’s compliance for one year and may issue a delisting determination if it again fails to meet the applicable standard under Rule 5550(b). As of September 30, 2025, Flux Power reported total stockholders’ equity (deficit) of ($3.3) million, but since then it has received an additional $0.2 million in proceeds from a private placement of prefunded and common warrants and completed an underwritten public offering of 4,416,000 common shares for net proceeds of approximately $9.2 million$2.5 million, though this estimate is preliminary and not audited.

Positive

• Regained Nasdaq compliance: Flux Power now meets Nasdaq’s continued listing rules by satisfying the $35 million market value of listed securities requirement, reducing near-term delisting risk.
• Improved equity position: Following a private placement and an underwritten offering with net proceeds of about $9.4 million, management believes stockholders’ equity now exceeds $2.5 million.

Negative

• None.

Insights

Equity & Listings Analyst

Flux Power regains Nasdaq compliance and boosts equity via a $9.4M capital raise.

Flux Power has resolved a prior Nasdaq deficiency notice by now meeting the requirement to maintain a market value of listed securities of at least $35 million. Previously, the company had failed the $2.5 million stockholders’ equity test and reported total stockholders’ equity (deficit) of ($3.3) million as of September 30, 2025, raising concerns about its continued listing.

Since that date, the company received the final $0.2 million in proceeds from a private placement involving 258,144 prefunded warrants and 1,214,766 common warrants, and completed an underwritten public offering of 4,416,000 common shares for net proceeds of approximately $9.2 million. Based on these transactions, management believes total stockholders’ equity now exceeds $2.5 million, which would also satisfy Nasdaq’s stockholders’ equity standard, although this figure is an internal estimate and has not been audited.

Nasdaq will monitor compliance with Rule 5550(b) for one year after the October 14, 2025 notification. If the company falls out of compliance again during this period, the staff may issue a delisting determination, and Flux Power would then have an opportunity to request a hearing. Future financial statements for the quarter ended December 31, 2025 will show the actual stockholders’ equity position, which may differ materially from the current estimate.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why did Nasdaq previously notify Flux Power Holdings (FLUX) of a listing deficiency?

Nasdaq’s Listing Qualifications Department notified Flux Power on January 31, 2025 that it did not comply with the requirement to have at least $2.5 million in stockholders’ equity for continued listing on the Nasdaq Capital Market.

How did Flux Power regain compliance with Nasdaq listing requirements?

On October 14, 2025, Flux Power received notice that it had regained compliance by meeting Nasdaq’s standard requiring a market value of listed securities of at least $35 million.

What capital-raising transactions did Flux Power complete after September 30, 2025?

After September 30, 2025, Flux Power received a final $0.2 million in proceeds from a private placement of 258,144 prefunded warrants and 1,214,766 common warrants, and sold 4,416,000 common shares in an underwritten public offering for net proceeds of about $9.2 million.

What was Flux Power’s stockholders’ equity before these recent transactions?

As reported in its unaudited condensed consolidated balance sheet, Flux Power’s total stockholders’ equity (deficit) was ($3.3) million as of September 30, 2025.

What is Flux Power’s current estimated stockholders’ equity?

Based on the recent financing transactions, Flux Power believes its total stockholders’ equity now exceeds $2.5 million, but this is an estimate that has not been audited, reviewed, or compiled by its independent registered public accounting firm.

How long will Nasdaq monitor Flux Power’s ongoing compliance?

For a period of one year from the October 14, 2025 notification, Nasdaq staff will monitor Flux Power’s compliance with Rule 5550(b) and may issue a delist determination letter if it falls out of compliance during that time.

Does this disclosure guarantee Flux Power will remain listed on Nasdaq?

No. The company notes it can provide no assurances it will continue to meet the applicable Nasdaq standards, and Nasdaq may issue a delist determination if future non-compliance occurs during the monitoring period.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 11/17/2025 - 04:45 PM Learn about SEC filing dates

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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): November 17, 2025

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 Global 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 8.01. Other Events.

As previously disclosed, on January 31, 2025, the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market (“Nasdaq”) notified Flux Power Holdings, Inc. (the “Company”) that it did not comply with the requirement of having a minimum of $2.5 million in stockholders’ equity (the “Stockholders’ Equity Requirement”) for continued listing on Nasdaq. However, on October 14, 2025, the Company received a notification (the “Notification”) from the Staff of Nasdaq that it had regained compliance with Nasdaq’s continued listing rules because it met the requirement to have market value of listed securities of at least $35 million (the “Market Equity Requirement”). Nasdaq requires that for continued listing on the Nasdaq Capital Market, the Company must continue to meet all the requirements set forth in Rule 5550(a) and at least one of the standards set forth in Rule 5550(b). The standards set forth in 5550(b) include (i) the Stockholders’ Equity Requirement, (ii) the Market Equity Requirement, or (iii) net income from continuing operations of $0.5 million in the most recently completed fiscal year or in two of the three most recently completed fiscal years. The Notification also provided that, for a period of one year, the Staff of Nasdaq will monitor the Company’s compliance with the continued listing requirements and if, during such one-year period, the Company fails to comply with Rule 5550(b), the Staff of Nasdaq will issue a delist determination letter and the Company will have an opportunity to request a hearing.

While the Company can provide no assurances as to whether it will be able to continue to comply with the Market Equity Requirement, the Company believes that, as a result of the transactions described below, as of the date of this Current Report on Form 8-K, the Company’s total stockholders’ equity exceeds $2.5 million and thus it also meets the Stockholders’ Equity Requirement.

As of September 30, 2025, the Company’s total stockholders’ equity (deficit) was ($3.3) million, as reported in its unaudited condensed consolidated balance sheets as of September 30, 2025, included in the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 13, 2025. Since September 30, 2025, the Company has (i) received the final $0.2 million in proceeds from its previously disclosed private placement of 258,144 prefunded warrants and 1,214,766 common warrants pursuant to that certain amended and restated purchase agreement, dated as of September 15, 2025, and (ii) issued and sold in an underwritten public offering an aggregate of 4,416,000 shares of the Company’s common stock for net proceeds of approximately $9.2 million.

The Company’s determination of total stockholders’ equity is based on estimates and information available to it as of the date of this Current Report on Form 8-K, is not a statement of or indicative of its financial results or position as of or for the fiscal quarter ended December 31, 2025, and has not been audited, reviewed or compiled by the Company’s independent registered public accounting firm. The Company’s fiscal quarter ended December 31, 2025 is not yet complete and, as a result, the Company’s total stockholders’ equity for the fiscal quarter ended December 31, 2025 may vary materially from the Company’s estimate of its total stockholders’ equity as of the date of this Current Report on Form 8-K.

Forward Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” relating to the Company’s business, including statements with respect to the Company’s expectations regarding its total stockholders’ equity and its ability to comply with Nasdaq’s continued listing requirements, 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, 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 our Form 10-K, 10-Q and other reports filed with the SEC and available at www.sec.gov/edgar. These forward-looking statements are made as of the date of this Current Report on Form 8-K, 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.

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:	November 17, 2025		Flux Power Holdings, Inc.
			By:	/s/ Kevin Royal
				Kevin Royal
				Chief Financial Officer