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Flux Power Holdings, Inc. 8-K Filings

FLUX NASDAQ

Every 8-K that Flux Power Holdings, Inc. (FLUX) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow FLUX and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full FLUX filings page.

Rhea-AI Summary

Flux Power Holdings, Inc. (FLUX) reported that its Chief Operating Officer, Jeff Mason, tendered his resignation on September 8, 2026, effective September 25, 2026.

Flux Power and Mr. Mason agreed to a Separation and Release Agreement under which he will receive a $5,000 payment within ten days of executing the agreement, subject to the non-revocation of a general release of claims in favor of the company. The full agreement is expected to be filed with the company’s Form 10-Q for the period ending September 30, 2026.

Rhea-AI Summary

Flux Power Holdings, Inc. (FLUX) reported 2026 fiscal fourth quarter and full-year results, highlighting a major cost reset alongside steep revenue declines. Fourth quarter revenue was $8.2 million, up from $6.6 million in the prior quarter but down from $16.7 million a year earlier. Full-year revenue was $42.1 million versus $66.4 million in 2025. Fourth quarter gross margin was 27.4%, roughly flat sequentially but below 34.5% a year ago.

Operating expenses fell sharply to $4.4 million in the quarter, 33% lower than the prior-year quarter, and full-year operating expenses declined to $19.2 million from $26.8 million, aided by headcount reductions and the absence of $2.9 million in prior-year restatement costs. Fourth quarter net loss was $2.3 million, improved from a $3.2 million loss in the prior quarter but worse than the $1.2 million loss a year ago; full-year net loss was $7.4 million. Adjusted EBITDA for 2026 was negative $4.5 million versus negative $0.1 million in 2025. Cash was $0.3 million at June 30, 2026, with total liabilities of $21.6 million and stockholders’ equity of $2.6 million, compared to a deficit a year earlier. Management emphasized cost reductions, supply chain optimization, the launch of SkyEMS® 3.0, and expanded sales leadership as positioning the company for improved performance in fiscal 2027.

Rhea-AI Summary

Flux Power Holdings, Inc. reported receiving a notice from The Nasdaq Stock Market on July 24, 2026 that its common stock failed to meet the $1.00 per share Minimum Bid Price Requirement after closing below that level for 30 consecutive business days. The company’s shares continue to trade on The Nasdaq Capital Market under the symbol FLUX.

Under Nasdaq Listing Rule 5810(c)(3)(A), Flux Power has 180 calendar days from the notice date to regain compliance, which requires a closing bid price of at least $1.00 for a minimum of 10 consecutive business days. If it satisfies other initial listing standards, it may receive an additional 180-day compliance period; otherwise, the stock would be subject to delisting. Flux Power states it will monitor its share price and may consider available options to regain compliance, while noting there is no assurance it will do so.

Rhea-AI Summary

Flux Power Holdings is arranging to register up to 38,461,538 shares of common stock for resale by Roth Principal Investments under a new $40,000,000 committed equity facility. The company may, at its sole discretion, sell shares over up to 36 months through various VWAP-based purchase types with discounts of 3.0% to 5.25%.

Issuance is constrained by a Nasdaq Exchange Cap of 4,272,062 shares, equal to 19.999% of shares outstanding before the agreement, and a 4.99% beneficial ownership limit for Roth Principal Investments. Flux Power paid a $25,000 structuring fee, agreed to an $800,000 cash commitment fee, and will use any net proceeds for working capital and general corporate purposes.

Rhea-AI Summary

Flux Power Holdings reported a sharp downturn in results for its fiscal third quarter ended March 31, 2026. Revenue was $6.6 million, down from $16.7 million a year earlier, as a major material handling customer froze capital spending and broader order patterns became more volatile.

Gross profit was $1.8 million, or 27.3% of revenue, compared with $5.3 million and a 32.0% margin in the prior-year quarter. Operating expenses fell to $4.8 million, a 30% year-over-year decrease after cost-cutting, but the company still posted an operating loss of $3.0 million and a net loss of $3.2 million, or ($0.15) per share.

On a non-GAAP basis, net loss was $2.9 million, or ($0.14) per share, and adjusted EBITDA was negative $2.5 million. Cash was $0.4 million as of March 31, 2026, down from $1.3 million at June 30, 2025, while total liabilities were $21.0 million and stockholders’ equity was $4.6 million.

Rhea-AI Summary

Flux Power Holdings, Inc. reported that it failed to meet the minimum EBITDA financial covenant for the trailing three-month period ended March 31, 2026 under its Loan and Security Agreement with Gibraltar Business Capital, LLC, triggering an Event of Default.

The company is negotiating an amendment or waiver with Gibraltar, which is currently allowing continued access to the line of credit but may limit access or accelerate repayment. As of March 31, 2026, the outstanding balance under the loan agreement was about $6.5 million.

Rhea-AI Summary

Flux Power Holdings, Inc. reported the results of its Annual Meeting of Stockholders held on March 26, 2026. Stockholders voted on the election of five directors and the ratification of the company’s independent registered public accounting firm.

As of the February 2, 2026 record date, 21,340,135 shares of common stock were outstanding and entitled to vote, and 14,117,593 shares were represented in person or by proxy, constituting a quorum. All five director nominees — Krishna Vanka, Dale T. Robinette, Michael Johnson, Lisa Walters-Hoffert and Mark F. Leposky — were elected, each receiving over 6.9 million votes in favor, with broker non-votes of 6,684,740 for each nominee.

Stockholders also approved the ratification of Haskell & White LLP as the independent registered public accounting firm for the fiscal year ending June 30, 2026, with 14,083,259 votes for, 20,822 against and 13,512 abstentions.

Rhea-AI Summary

Flux Power Holdings reported fiscal Q2 2026 results showing its first-ever positive GAAP net income. Revenue for the quarter was $14.1 million, up 7.2% from $13.2 million in the prior quarter but below $16.8 million a year earlier.

Gross profit rose to $4.9 million, with gross margin improving to 34.7% from 28.6%. Operating expenses fell to $4.1 million from $5.9 million, helped by cost reductions and a $0.5 million bonus accrual reversal. This drove operating income of $0.8 million versus a $2.2 million loss in the prior quarter.

Net income was $0.6 million, or $0.03 per diluted share, compared to a $2.6 million loss previously. On a non-GAAP basis, net income reached $1.0 million and adjusted EBITDA was $1.5 million. Cash was $0.9 million as of December 31, 2025, with access to a $16.0 million credit facility. Management expects a sequential revenue decline in the fiscal third quarter amid tariff-related uncertainty and volatile customer order patterns.

Rhea-AI Summary

Flux Power Holdings reported that a federal court has granted preliminary approval for a proposed settlement of a stockholder derivative action brought on the company’s behalf. The settlement provides for corporate governance reforms and a total of $425,000 in attorneys’ fees and a service award to the plaintiff, with the company’s liability insurers expected to fund approximately $187,000.

The court scheduled a final settlement approval hearing for April 2, 2026. Flux Power filed the settlement stipulation and notice as exhibits and posted them in the investor relations section of its website, giving shareholders access to the detailed terms.

Rhea-AI 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.

Rhea-AI Summary

Flux Power Holdings (FLUX) furnished an Item 2.02 Form 8-K noting it issued a press release with limited financial and operational information for its fiscal first quarter ended September 30, 2025, and included certain forward-looking performance estimates. The company will host a conference call on November 13, 2025 to discuss the update. The press release is attached as Exhibit 99.1 and, as furnished, is not deemed filed under Section 18 of the Exchange Act.

Rhea-AI 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.

Rhea-AI Summary

Flux Power Holdings, Inc. disclosed that its board has shifted the timing of its annual shareholder meeting from spring to winter to better align with the company’s Form 10-K filing schedule. The board set December 19, 2025 as the date of the 2026 Annual Meeting of Stockholders and October 24, 2025 as the record date for determining which stockholders may receive notice and vote. The meeting will be held as a virtual-only event via live internet webcast.

Because this new meeting date is more than 30 days earlier than the prior annual meeting held on May 28, 2025, earlier nomination and proposal deadlines no longer apply. Stockholders must deliver any qualified proposals or director nominations, including those seeking inclusion in the proxy materials under Rule 14a-8 and any proxy-solicitation notices under Rule 14a-19, to the company’s principal executive offices by the close of business on October 2, 2025.

Rhea-AI Summary

Flux Power Holdings, Inc. filed a current report describing a press release issued on September 16, 2025 that shares limited financial and operational information for its fourth quarter and full fiscal year ended June 30, 2025, along with certain forward-looking performance estimates. The company is also holding a conference call on September 16, 2025 to discuss these results.

The performance estimates in the press release are described as involving risks and uncertainties, so actual results may differ materially from the forecasts. The company states that the information in Items 2.02 and 7.01, including the press release attached as Exhibit 99.1, is being furnished rather than filed and will not be subject to certain liabilities under the Exchange Act or automatically incorporated into other securities filings.

Rhea-AI Summary

Flux Power Holdings, Inc. entered into an amended and restated securities purchase agreement and completed a private placement of Prefunded Warrants and Common Warrants for gross proceeds of approximately $5.0 million. Investors purchased 258,144 Prefunded Warrants and 1,214,769 Common Warrants; some consideration was paid in cash and some through cancellation of existing company debt. The company plans to use the net proceeds for general corporate purposes and growth capital.

The Series A Convertible Preferred Stock underlying the Prefunded Warrants carries an 8.0% cumulative cash dividend and is convertible into common stock at an initial conversion price of $2.058 per share, with automatic conversion on specified triggers including the fifth anniversary of closing. Common Warrants are exercisable at $1.715 per share for five years and may be exercised on a cashless basis, subject to 4.99% or 9.99% beneficial ownership limits. A registration rights agreement requires the company to seek resale registration of the underlying common shares.

As part of the transaction, a note held by Cleveland Capital with $1,000,000 of principal outstanding plus accrued interest was deemed paid in full in exchange for securities, and the related Cleveland Credit Facility for up to $2.0 million of undrawn credit was terminated, with the note cancelled. Upon this conversion of Cleveland obligations into equity, the maturity date under the company’s Loan and Security Agreement was automatically extended to July 31, 2027.

Rhea-AI Summary

Flux Power Holdings, Inc. amended its charter to change shareholder rights and create a new class of preferred stock. The company increased authorized preferred stock from 500,000 to 3,000,000 shares and designated 1,000,000 of these as Series A Convertible Preferred Stock.

The Series A Preferred Stock ranks senior to common stock for dividends and liquidation and carries cumulative 8.0% annual cash dividends, payable quarterly, which the company may pay in cash or in kind. Holders vote together with common stock on an as-converted basis, and in some cases as a separate class.

Each Series A share is convertible into common stock at an initial price equal to 120% of the 20-day volume weighted average price before the initial closing of the related warrants, with standard anti-dilution adjustments. Conversion can occur at the holder’s option, by majority holder approval, or automatically on the fifth anniversary of the initial closing.

Rhea-AI Summary

Flux Power Holdings, Inc. entered into Amendment No. 6 to its Loan and Security Agreement with Gibraltar Business Capital, LLC, effective August 31, 2025. The amendment modifies the company’s minimum EBITDA financial covenant and extends the loan’s maturity date from August 31, 2025 to September 15, 2025, with the new date still subject to possible acceleration or further extension under the agreement’s terms. The amendment reflects an updated understanding between the lender and Flux Power and is filed as Exhibit 10.1 to this report.

Rhea-AI Summary

Flux Power Holdings, Inc. held a Special Meeting of Stockholders on August 29, 2025. As of the July 14, 2025 record date, 16,835,698 shares of common stock were outstanding and entitled to vote, and 10,415,086 shares were represented in person or by proxy, representing approximately 62% of eligible shares and establishing a quorum.

Stockholders approved all proposals presented at the meeting. One proposal received 9,077,960 votes for and 1,337,126 against. A second proposal received 9,523,300 votes for and 891,786 against. A third proposal received 9,211,953 votes for, 1,203,087 against, and 46 abstentions. There were no broker non-votes reported for any proposal.

Rhea-AI Summary

Flux Power Holdings, Inc. (FLUX) filed an 8-K to disclose two debt-related amendments executed on 16 Jul 2025.

  • Cleveland Capital Note: The First Amendment shifts the maturity of the $-denominated Subordinated Unsecured Promissory Note issued 2 Nov 2023 from 15 Aug 2025 to 30 Sep 2025. Cleveland Capital beneficially owns roughly 7.3 % of FLUX common stock.
  • Gibraltar Business Capital (GBC) ABL facility: Amendment No. 5 revises the Loan & Security Agreement maturity to 31 Aug 2025. The date will automatically extend to 31 Jul 2027 if (i) the Cleveland Note is pushed to ≥29 Sep 2027, or (ii) that note is fully converted to equity. FLUX will pay GBC a non-refundable $112,500 amendment fee.

No principal balances, interest rate changes, or covenant details were provided. The amendments relieve near-term refinancing pressure and link the longer ABL tenor to a future extension/convertibility of the insider-held Cleveland Note.