Flux Power must raise $4M equity in 50 days

Flux Power’s lender added strict equity-raise and reporting covenants while the company remains in default and paying a $135,000 amendment fee.

Rhea-AI Filing Summary

Flux Power Holdings, Inc. (FLUX) entered into Amendment No. 7 to its Loan and Security Agreement with Gibraltar Business Capital, LLC on September 17, 2026. The amendment adds covenants requiring the company to complete a sale of equity interests resulting in net proceeds of at least $4.0 million within 50 days of the effective date and to deliver specified projections, budgets and compliance reports, where certain material deviations would be an immediate event of default. The company and lender also agreed to amend the minimum EBITDA financial covenant within 90 days of the effective date.

The company remains in default under the Loan and Security Agreement. GBC is allowing continued access to the revolving credit facility but has reserved the right at any time to discontinue access, terminate its commitments, accelerate all obligations, and exercise secured-party remedies while the default continues. In exchange for the amendment, Flux Power agreed to pay a non‑refundable $135,000 amendment fee in three cash installments of $45,000 each on September 17, October 17, and November 16, 2026.

Positive

• Lender continues providing access to revolving credit facility despite existing default, giving Flux Power ongoing liquidity while it seeks to meet new covenants.
• Agreement to amend minimum EBITDA covenant within 90 days may allow terms to be better aligned with the company’s current operating performance.

Negative

• Company remains in default under its Loan and Security Agreement, and the lender can accelerate obligations and cut off the facility at any time.
• Mandatory equity raise of at least $4.0 million within 50 days could pressure the company into potentially dilutive financing on constrained terms.
• Non‑refundable $135,000 amendment fee, paid in three cash installments, adds cost at a time of financial stress.
• Tighter reporting and budget compliance covenants, where material deviations are immediate events of default, increase operational and covenant‑breach risk.

Filing Explained

The $4.0 million equity target remains pending against $300,000 of cash reported at June 30, 2026.

The September 17 amendment makes a $4.0 million net-equity-proceeds sale a future requirement; the filing reports neither completion nor receipt of those proceeds, so this is an obligation rather than current liquidity.

As of June 30, 2026, Flux Power reported $300,000 of cash and equivalents and a 2026 fourth-quarter operating cash outflow of $253,000; at that reported outflow rate, the cash balance equals 107.9 days of operating cash use.

The filing does not disclose the equity sale's price, share amount, or dilution terms, so the effect on existing common holders cannot be sized from this disclosure.

Sources and calculations

• Flux Power Form 8-K (2026-09-17)
• Form 8-K purpose (2026-07-17)
• Flux Power 2026 fourth-quarter fundamentals (2026-06-30)

• Available liquidity against the last reported quarterly operating outflow, in days at that rate $300,000 / ($253,000 / 91) = 107.9 days

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Required equity raise: $4.0 million net proceeds Amendment fee total: $135,000 Amendment fee installments: $45,000 each +2 more

5 metrics

Required equity raise $4.0 million net proceeds Equity sale covenant to be completed within 50 days of September 17, 2026

Amendment fee total $135,000 Non‑refundable fee payable for Amendment No. 7 to the Loan and Security Agreement

Amendment fee installments $45,000 each Due on September 17, 2026, October 17, 2026, and November 16, 2026

Equity raise deadline 50 days Period after September 17, 2026 to complete required equity sale

EBITDA covenant amendment window 90 days Time from September 17, 2026 to amend minimum EBITDA covenant

Key Terms

Material Definitive Agreement, revolving credit facility, event of default, EBITDA, +1 more

5 terms

Material Definitive Agreement regulatory

"Item 1.01. Entry into a Material Definitive Agreement."

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

revolving credit facility financial

"access to its revolving credit facility under the Loan and Security Agreement"

A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.

event of default financial

"material deviations from such budgets constituting an immediate event of default"

An event of default is a specific breach of a loan or bond agreement—such as missed payments or breaking agreed rules—that gives lenders the legal right to act, for example by demanding immediate repayment, seizing collateral, or accelerating other obligations. For investors, it’s a red flag because it can sharply reduce a company’s ability to operate or raise money, like a car lender repossessing a vehicle after missed payments, and often leads to falling share or bond prices.

EBITDA financial

"amend the EBITDA minimum financial covenant of the Company"

EBITDA stands for earnings before interest, taxes, depreciation, and amortization. It measures a company's profitability by focusing on the money it makes from its core operations, ignoring expenses like taxes and accounting adjustments. Investors use EBITDA to compare how well different companies are performing financially, as it provides a clearer picture of operational success without the influence of financial structure or accounting choices.

secured party financial

"its rights as a secured party under the Loan and Security Agreement"

FAQ

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

What did Flux Power (FLUX) change in its Loan and Security Agreement?

Flux Power entered Amendment No. 7 with Gibraltar Business Capital, adding covenants to complete an equity sale with at least $4.0 million net proceeds within 50 days, tighten reporting and budget compliance, and commit to amend the minimum EBITDA covenant within 90 days.

Is Flux Power (FLUX) still in default under its loan agreement?

Yes. The company remains in default under the Loan and Security Agreement. The lender is currently allowing access to the revolving credit facility but has reserved the right to terminate commitments and accelerate all obligations while the default continues.

What equity raise requirement does Flux Power (FLUX) face under the amendment?

Flux Power must complete a sale of equity interests producing net proceeds of not less than $4.0 million within 50 days of September 17, 2026. Failure to meet this covenant could contribute to ongoing default risk under the agreement.

How much is Flux Power paying for Amendment No. 7 to its loan?

Flux Power agreed to a non‑refundable amendment fee of $135,000 in cash, payable in three installments of $45,000 each on September 17, 2026, October 17, 2026, and November 16, 2026.

What new reporting and default terms affect Flux Power (FLUX)?

Flux Power must provide specified projections, budgets and compliance reports to the lender. The amendment states that certain material deviations from these budgets constitute an immediate event of default, tightening operational and financial discipline.

What is planned for Flux Power’s EBITDA covenant after this amendment?

Flux Power and Gibraltar Business Capital agreed to amend the minimum EBITDA financial covenant within 90 days of September 17, 2026. The filing does not specify the future EBITDA levels but confirms the intent to revise that covenant.

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

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Available on EDGAR 09/18/2026 - 04:34 PM Accepted by SEC EDGAR 09/18/2026 - 04:33 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): September 17, 2026

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 Stock 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 1.01. Entry into a Material Definitive Agreement.

On September 17, 2026 (the “Effective Date”), Flux Power Holdings, Inc. (the “Registrant”), Flux Power, Inc., a wholly-owned subsidiary of the Registrant (“Flux” and together with the Registrant, the “Company”), entered into Amendment No. 7 to Loan and Security Agreement (the “Seventh Amendment”) with Gibraltar Business Capital, LLC (“GBC”). The Seventh Amendment amended certain terms of the Loan and Security Agreement, dated as of July 28, 2023 (as amended to date, the “Loan and Security Agreement”), by and among the Company and GBC, including, among other things, the addition of covenants requiring the Company to complete a sale of equity interests resulting in net proceeds of not less than $4.0 million within 50 days of the Effective Date and provide to GBC certain projections, budgets and compliance reports with respect to the operation of the Company’s business, with certain material deviations from such budgets constituting an immediate event of default. In addition, the Company and GBC agreed to amend the EBITDA minimum financial covenant of the Company in the Loan and Security Agreement within 90 days of the Effective Date. Notwithstanding the Seventh Amendment, the Company remains in default under the Loan and Security Agreement. GBC has allowed the Company to continue to have access to its revolving credit facility under the Loan and Security Agreement, but GBC has reserved its rights to discontinue such access at any time, declare its commitments to the Company terminated and all obligations of the Company under the Loan and Security Agreement immediately due and payable and/or exercise other remedies available to it, which include, among other things, its rights as a secured party under the Loan and Security Agreement, so long as the Company remains in default.

In consideration for the Seventh Amendment, the Company agreed to pay GBC a non-refundable amendment fee of $135,000 in cash, as follows: (i) $45,000 due and payable on September 17, 2026, (ii) $45,000 due and payable on October 17, 2026, and (iii) $45,000 due and payable on November 16, 2026.

The foregoing description of the Seventh 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 Seventh Amendment, which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Exhibit Description
10.1		Amendment No. 7 to the Loan and Security Agreement
104		Cover Page Interactive Data File (formatted as Inline XBRL)

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: September 18, 2026	Flux Power Holdings, Inc.
	By:	/s/ Kevin Royal
		Kevin Royal
		Chief Financial Officer

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 55.7 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB