Flux Power Director Purchase: 1,291 Pre-Funded Warrants at $19.369 Each

Rhea-AI Filing Summary

Flux Power Holdings director Dale Robinette purchased 1,291 pre-funded warrants and received common stock purchase warrants on September 15, 2025. The pre-funded warrants were purchased at $19.369 each and are immediately exercisable for Series A Convertible Preferred Stock, which can be converted into common stock at an initial conversion price of $2.058 per share. In addition, the reporting person received warrants to buy 6,075 shares of common stock at a $1.715 exercise price, exercisable immediately and expiring on September 15, 2030. The Form 4 was signed by an attorney-in-fact on behalf of the reporting person.

Positive

• Director participation in financing through purchase of pre-funded warrants demonstrates insider involvement in the transaction
• Immediate exercisability of the pre-funded warrants provides clear, stated terms for conversion into Series A Convertible Preferred Stock

Negative

• Potential dilution from 1,291 pre-funded warrants convertible into Series A Convertible Preferred Stock and 6,075 common warrants exercisable through 2030
• Exercise and conversion terms (initial conversion price $2.058; warrant exercise price $1.715) could affect future per-share metrics if exercised or converted

Insights

Financial Analyst

Insider acquisition of pre-funded warrants plus common warrants creates potential near-term convertibility and longer-dated dilution.

The reporting person paid $19.369 per pre-funded warrant for 1,291 units, implying total cash outlay of $25,010.28 for the pre-funded warrants (1,291*$19.369). Each pre-funded warrant converts immediately into one Series A Convertible Preferred share convertible into common stock at an initial $2.058 conversion price, which would determine future common shares issued on conversion. Separately, 6,075 common warrants at a $1.715 exercise price extend potential dilution through 2030 if exercised. These transactions increase insider exposure and create contingent share issuance that investors should account for when calculating fully diluted share counts.

Corporate Governance Expert

Director participation in securities issuance is disclosed correctly and executed under an amended purchase agreement.

The Form 4 shows the director entered an amended and restated securities purchase agreement to acquire both pre-funded warrants and common warrants. The pre-funded warrants are exercisable immediately and the common warrants have a five-year term, both disclosed with prices and conversion/exercise mechanics. The filing includes a previously filed power of attorney as Exhibit 24 and is signed by an attorney-in-fact, meeting Form 4 execution conventions. No amendments or other governance actions are reported.

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^*

Robinette Dale Thomas

(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		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		1,291		09/15/2025	(2)	Series A Convertible Preferred Stock	1,291	(1)	1,291	D
Common Stock Purchase Warrant (right to buy)(1)(3)	$1.715	09/15/2025		P		6,075		09/15/2025	09/15/2030	Common Stock	6,075	(1)	6,075	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 1,291 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 6,075 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 April 30, 2024)

	/s/ Kevin Royal, Attorney-in-fact for Dale Robinette	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 FLUX director Dale Robinette acquire on 09/15/2025?

Dale Robinette purchased 1,291 pre-funded warrants and received 6,075 common stock purchase warrants on 09/15/2025.

What was the purchase price for the pre-funded warrants reported on the FLUX Form 4?

The pre-funded warrants were purchased at $19.369 each.

What are the exercise/conversion terms disclosed in the FLUX Form 4?

Pre-funded warrants convert into Series A Convertible Preferred Stock with an initial conversion price of $2.058; common warrants have a $1.715 exercise price and expire 09/15/2030.

Are the warrants exercisable immediately according to the filing?

Yes. Both the pre-funded warrants and the common warrants are exercisable immediately from issuance.

Who signed the Form 4 for the reporting person?

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