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

Rhea-AI Filing Summary

Flux Power Holdings (FLUX) regained Nasdaq compliance after Nasdaq notified the company on October 14, 2025 that it met the Market Value of Listed Securities requirement of at least $35 million under Rule 5550(b). This satisfies one of the continued listing standards for the Nasdaq Capital Market.

Nasdaq will monitor the company’s compliance for one year. If Flux Power falls out of compliance with Rule 5550(b) during this period, Nasdaq may issue a delist determination letter, and the company would have the opportunity to request a new hearing.

Earlier in 2025, Flux Power had been notified of non‑compliance with the Stockholders’ Equity Requirement and was granted an extension to demonstrate equity compliance by October 31, 2025. Instead, the company regained standing by meeting the Market Equity Requirement.

Insights

Listing Standards Specialist

Compliance restored via $35M market value; monitoring continues.

Flux Power is back in compliance because its market value of listed securities met the $35,000,000 threshold under Rule 5550(b). This satisfies one of the alternative continued listing standards for the Nasdaq Capital Market, even though the company previously faced issues with the Stockholders’ Equity Requirement.

The one-year monitoring noted on October 14, 2025 means compliance must be maintained; a breach could trigger a delist determination letter, with a right to request a new hearing. The earlier equity-focused plan and the Panel’s extension to October 31, 2025 were overtaken by meeting the Market Equity Requirement.

Actual impact depends on maintaining eligibility under Rule 5550(b) over the next year; any lapse could reopen the listing review process.

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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

FAQ

What did Flux Power (FLUX) announce regarding Nasdaq compliance?

Nasdaq notified Flux Power on October 14, 2025 that it regained compliance by meeting the $35 million Market Value of Listed Securities requirement.

Which Nasdaq rule did FLUX meet to regain compliance?

It met one of the Rule 5550(b) standards—the Market Value of Listed Securities requirement of at least $35 million.

Will Nasdaq continue to monitor Flux Power after regaining compliance?

Yes. Nasdaq will monitor compliance for one year, and a failure under Rule 5550(b) could lead to a delist determination letter and a right to request a new hearing.

What prior compliance issue did FLUX face in 2025?

On January 31, 2025, Nasdaq notified FLUX it did not meet the Stockholders’ Equity Requirement; a Panel later extended time to October 31, 2025.

How did Flux Power resolve the listing issue by October 2025?

Instead of demonstrating stockholders’ equity compliance by October 31, 2025, FLUX regained standing by meeting the Market Equity Requirement.