Insider Filing: FLUX CFO Acquires Series A Pre-Funded Warrants and Common Warrants

Rhea-AI Filing Summary

Kevin Royal, Chief Financial Officer and Secretary of Flux Power Holdings, Inc. (FLUX), purchased securities on September 15, 2025. He acquired 517 pre-funded warrants at a purchase price of $19.369 each; each pre-funded warrant is exercisable immediately for one share of the company’s Series A Convertible Preferred Stock, which is convertible into Common Stock at an initial conversion price of $2.058 subject to adjustments. He was also issued common stock warrants to buy 2,433 shares with an initial exercise price of $1.715, exercisable immediately and expiring on September 15, 2030. Following the transactions, the reporting person beneficially owned 517 Series A Convertible Preferred and warrants exercisable into 2,433 shares of Common Stock.

Insights

Financial Analyst

TL;DR: Insider purchased pre-funded warrants and common warrants; transaction size is modest but creates potential future dilution.

The filing documents an insider purchase of 517 pre-funded warrants at $19.369 each and 2,433 common warrants at a $1.715 exercise price. The pre-funded warrants convert into Series A Convertible Preferred Stock, convertible into Common Stock at an initial $2.058 conversion price. From a capital-structure perspective, these instruments may dilute existing shareholders upon exercise or conversion, and the long-dated common warrants (five-year term) create potential future share issuance. The filing does not disclose the percentage ownership change relative to outstanding shares or any use of proceeds, limiting assessment of materiality.

Corporate Governance Expert

TL;DR: Transaction reflects an insider participation in a securities purchase agreement but provides limited governance disclosures.

The Form 4 shows an amended and restated securities purchase agreement executed by the reporting person and the issuer. The reporting person is identified as an officer (CFO and Secretary). The filing supplies key terms (prices, exercisability, expiration) but does not include related-party disclosures beyond the reporting person’s roles or any board approvals. Without additional documentary context, it is not possible to evaluate any conflicts of interest or special treatment relative to other investors.

Insider Trade Summary

2 transactions reported

Net Buy 2 txns

Insider ROYAL KEVIN

Role CFO and Secretary

Bought 2,950 shs ($0.00)

Type	Security	Shares	Price	Value
Purchase	Pre-Funded Warrant (right to buy)	517	$0.00	--
Purchase	Common Stock Purchase Warrant (right to buy)	2,433	$0.00	--

Holdings After Transaction: Pre-Funded Warrant (right to buy) — 517 shares (Direct); Common Stock Purchase Warrant (right to buy) — 2,433 shares (Direct)

Footnotes (1)

1. On September 15, 2025, the Reporting Person entered into an amended and restated securities purchase agreement with the Issuer pursuant to which the Reporting Person purchased 517 pre-funded warrants ("Pre-Funded Warrants") at a purchase price of $19.369 per Pre-Funded Warrant. The Reporting Person was also issued common stock warrants to purchase up to 2,433 shares of the Issuer's Common Stock. The Pre-Funded Warrants are exercisable immediately from the date of issuance and expire when exercised in full. Each Pre-Funded Warrant is exercisable for 1 share of the Company's Series A Convertible Preferred Stock, which may be converted into shares of Common Stock at an initial conversion price of $2.058 as subject to adjustments. The Common Warrants have an initial exercise price of $1.715 and is exercisable immediately from the date of issuance and expire 5 years from the date of issuance.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ROYAL KEVIN

(Last) (First) (Middle)

C/O FLUX POWER HOLDINGS, INC.

2685 S. MELROSE DRIVE

(Street)

VISTA, CA 92081

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Flux Power Holdings, Inc. [ FLUX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CFO and Secretary

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Pre-Funded Warrant (right to buy)(1)	$0.001	09/15/2025		P		517		09/15/2025	(2)	Series A Convertible Preferred Stock	517	(1)	517	D
Common Stock Purchase Warrant (right to buy)(1)(3)	$1.715	09/15/2025		P		2,433		09/15/2025	09/15/2030	Common Stock	2,433	(1)	2,433	D

Explanation of Responses:

1. On September 15, 2025, the Reporting Person entered into an amended and restated securities purchase agreement with the Issuer pursuant to which the Reporting Person purchased 517 pre-funded warrants ("Pre-Funded Warrants") at a purchase price of $19.369 per Pre-Funded Warrant. The Reporting Person was also issued common stock warrants to purchase up to 2,433 shares of the Issuer's Common Stock.

2. The Pre-Funded Warrants are exercisable immediately from the date of issuance and expire when exercised in full. Each Pre-Funded Warrant is exercisable for 1 share of the Company's Series A Convertible Preferred Stock, which may be converted into shares of Common Stock at an initial conversion price of $2.058 as subject to adjustments.

3. The Common Warrants have an initial exercise price of $1.715 and is exercisable immediately from the date of issuance and expire 5 years from the date of issuance.

	/s/ Kevin Royal	09/17/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did Kevin Royal (FLUX) acquire on September 15, 2025?

He purchased 517 pre-funded warrants at $19.369 each and was issued 2,433 common stock warrants with a $1.715 exercise price.

What can the pre-funded warrants be exercised into?

Each pre-funded warrant is exercisable for one share of Series A Convertible Preferred Stock, which is convertible into Common Stock at an initial conversion price of $2.058.

When do the common stock warrants expire and what is the exercise price?

The common stock warrants are exercisable immediately and expire on September 15, 2030 with an initial exercise price of $1.715.

How many shares of Common Stock are underlying the common warrants?

The filing shows the common warrants are exercisable into 2,433 shares of Common Stock.

Does the Form 4 disclose the reporting person’s ownership after the transaction?

Yes; the filing reports beneficial ownership of 517 Series A Convertible Preferred and warrants exercisable into 2,433 Common Stock following the transaction.