Insider Filing: Michael Johnson Receives 109,329 Common Warrants at $1.715 (FLUX)

Rhea-AI Filing Summary

Michael Johnson, a director and reported 10% owner of Flux Power Holdings, Inc. (FLUX), acquired derivative securities on 09/15/2025. He purchased 23,233 pre-funded warrants at a price of $19.369 each; each pre-funded warrant is immediately exercisable 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. In the same transaction he received 109,329 common stock purchase warrants exercisable at $1.715 per share and expiring on 09/15/2030. Following the reported transactions, Johnson directly beneficially owns 23,233 Series A convertible-preferred equivalents and 109,329 common warrants as stated on the form. The Form 4 was signed by an attorney-in-fact on behalf of Johnson on 09/17/2025.

Positive

• Director and 10% owner participation through purchase of pre-funded warrants and receipt of common warrants signals insider capital commitment
• Pre-funded warrants exercisable immediately, providing clear and immediate conversion mechanics into Series A Convertible Preferred Stock
• Common warrants issued with specified exercise price and five-year term (109,329 warrants at $1.715, expiring 09/15/2030), giving long-dated upside

Negative

• None.

Insights

Financial Analyst

TL;DR: Director and 10% owner executed a sizable purchase of pre-funded warrants and received long-dated common warrants, indicating insider capital commitment.

Michael Johnson acquired 23,233 pre-funded warrants at $19.369 each and was issued 109,329 common warrants at a $1.715 exercise price expiring in 2030. The pre-funded warrants convert into Series A convertible preferred shares with an initial conversion price of $2.058. These are direct holdings and are exercisable immediately, so the transaction increases potential future common share issuance if exercised or converted. For investors, the filing documents insider participation and establishes explicit exercise prices and maturities without disclosing intended exercise timing.

Corporate Governance Expert

TL;DR: Insider purchase by a director and 10% owner is a material disclosure that strengthens alignment between management and shareholders.

The Form 4 shows Michael Johnson acting in his capacity as a director and significant owner to enter an amended and restated securities purchase agreement with Flux Power. The use of pre-funded warrants converting to Series A preferred stock, plus accompanying common warrants with a five-year term, creates layered equity exposure and potential dilution if exercised. The filing is properly executed via power of attorney and discloses direct beneficial ownership amounts; it does not include any amendments beyond this issuance.

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
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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^*

Johnson Michael

(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)

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

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		23,233		09/15/2025	(2)	Series A Convertible Preferred Stock	23,233	(1)	23,233	D
Common Stock Purchase Warrant (right to buy)(1)(3)	$1.715	09/15/2025		P		109,329		09/15/2025	09/15/2030	Common Stock	109,329	(1)	109,329	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 23,233 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 109,329 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.

Remarks:

Exhibit 24 - Power of Attorney (previously filed as Exhibit 24 to Form 4 dated May 21, 2024)

	/s/ Kevin Royal, Attorney-in-fact for Michael Johnson	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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Michael Johnson acquire in the Form 4 for FLUX?

He purchased 23,233 pre-funded warrants at $19.369 each and was issued 109,329 common stock purchase warrants exercisable at $1.715.

When are the warrants exercisable and when do they expire?

Both the pre-funded warrants and the common warrants are exercisable immediately; the common warrants expire on 09/15/2030, and the pre-funded warrants expire when exercised in full.

What does each pre-funded warrant convert into?

Each pre-funded warrant is exercisable for one share of the company’s Series A Convertible Preferred Stock, convertible into common stock at an initial conversion price of $2.058.

How much beneficial ownership is reported after the transaction?

The form reports direct beneficial ownership of 23,233 Series A-related shares and 109,329 common warrants following the reported transactions.

Who signed the Form 4 and when?

The Form 4 was signed by Kevin Royal, Attorney-in-fact for Michael Johnson on 09/17/2025.