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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): October 14, 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.
On
October 14, 2025, Flux Power Holdings, Inc. (the “Company”) received a notification (the “Notification”) from
the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market (“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) having a minimum of $2,500,000 in stockholders’ equity (the “Stockholders’
Equity Requirement”), (ii) (the “Market Equity Requirement”), or (iii) net income from continuing operations of $500,000
in the most recently completed fiscal year or in two of the three most recently completed fiscal years (the “Net Income Requirement”).
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. 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 new hearing.
As
previously disclosed, on January 31, 2025, the Staff of Nasdaq notified the Company that it did not comply with the Stockholders’
Equity Requirement. On March 17, 2025, the Company filed its plan with Nasdaq to regain compliance with the Stockholders’ Equity
Requirement, which included requesting an extension through July 30, 2025. On July 31, 2025, due to non-compliance with the Stockholders’
Equity Requirement, the Staff informed the Company that trading of the Company’s common stock would be suspended at the opening
of business on August 11, 2025, unless the Company requested an appeal of the Staff’s determination to a Nasdaq Hearings Panel
(the “Panel”). The Company requested an appeal hearing with the Panel and the Panel determined to grant the Company an exception
to demonstrate compliance with the Stockholders’ Equity Requirement and granted the Company’s request for continued listing,
which extension was subject to, among other requirements, the Company demonstrating compliance with the Stockholder’s Equity Requirement
on or before October 31, 2025. However, as disclosed above, the Company was able to comply with the Market Equity Rule.
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:
|
October
20, 2025 |
Flux
Power Holdings, Inc. |
| |
|
|
|
| |
|
By: |
/s/
Kevin Royal |
| |
|
|
Kevin
Royal |
| |
|
|
Chief
Financial Officer |
