As
filed with the U.S. Securities and Exchange Commission on October 10, 2025.
Registration
No. 333-290680
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
AMENDMENT
NO. 1
TO
FORM
S-1
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FLUX
POWER HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
3690 |
|
92-3550089 |
(State
or other jurisdiction of
incorporation or organization) |
|
(Primary
Standard Industrial
Classification Code Number) |
|
(I.R.S.
Employer
Identification No.) |
2685
S. Melrose Drive,
Vista,
California 92081
Telephone:
(877) 505-3589
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Krishna
Vanka
Chief
Executive Officer
c/o
Flux Power Holdings, Inc.
2685
S. Melrose Drive,
Vista,
California 92081
Telephone:
(877) 505-3589
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
Ryan
J. Gunderson
Traci
A. Biedermann
Gunderson
Dettmer Stough Villeneuve Franklin & Hachigian, LLP
3570
Carmel Mountain Road
Suite
200
San
Diego, CA 92130
(858)
436-8000 |
|
Brian
H. Schusterman
McDonald
Carano LLP
100
W. Liberty Street, Tenth Floor, Reno, NV 89501
(775)
788-2000 |
|
Jonathan
Zimmerman
Jeffrey
A. Sherman
Faegre
Drinker Biddle & Reath LLP
2200
Wells Fargo Center,
90
South Seventh Street
Minneapolis,
MN 55402
(612)
776-7000 |
Approximate
date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective.
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company,
or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
| Non-accelerated
filer |
☒ |
Smaller
reporting company |
☒ |
| |
|
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 7(a)(2)(B) of the Securities Act. ☐
This
Registration Statement shall hereafter become effective in accordance with the provisions of Section 8(a) of the Securities
Act of 1933.
If
the Securities and Exchange Commission resumes full operation before the Registration Statement becomes effective, we may file an
amendment to this Registration Statement requesting a delay or change in the effectiveness of the Registration Statement.
EXPLANATORY
NOTE
This
Amendment No. 1 (“Amendment No. 1”) to the Registration Statement on Form S-1 (File No. 333-290680) of Flux Power Holdings,
Inc. (the “Registration Statement”) is being filed solely for the purpose of including language provided by Rule 473(b) of
the Securities Act of 1933 for the automatic effectiveness of the Registration Statement 20 days following the filing of Amendment No.
1. This Amendment No. 1 does not modify any provision of the prospectus that forms a part of the Registration Statement. Accordingly,
a preliminary prospectus has been omitted.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
13. Other Expenses of Issuance and Distribution.
The
following table indicates the expenses to be incurred in connection with the offering described in this registration statement, all of
which will be paid by us. All amounts are estimated except the SEC registration fee and the FINRA filing fee.
| SEC registration fee |
|
$ | 1,905.78 | |
| FINRA filing fee |
|
$ | 2,570 | |
| Accounting fees and expenses |
|
$ | 70,000 | |
| Legal fees and expenses |
|
$ | 455,000 | |
| Transfer agent’s and registrar’s fees and expenses |
|
$ | 25,500 | |
| Printing and engraving expenses |
|
$ | 46,500 | |
| Miscellaneous fees |
|
$ | 25,000 | |
| Total |
|
$ | 626,475.78 | |
Item
14. Indemnification of Directors and Officers.
We
are a corporation organized under the laws of the State of Nevada. Section 78.138 of the Nevada Revised Statutes (NRS) provides that,
unless the corporation’s articles of incorporation or an amendment thereto provide otherwise, a director or officer will not be
individually liable to the corporation or its stockholders or creditor for any damages as a result of any act or failure to act in his
or her capacity as a director or officer, unless (i) the presumption that the director and officer acted in good faith, on an information
basis and with a review to the interest of the corporation, is rebutted, and (ii) it is proven that the director’s or officer’s
acts or omissions constituted a breach of his or her fiduciary duties, and such breach involved intentional misconduct, fraud, or a knowing
violation of the law.
Section
78.7502 of the NRS permits a corporation to indemnify its directors and officers against expenses, including attorney’s fees, judgments,
fines, and amounts paid in settlement actually and reasonably incurred in connection with a threatened, pending, or completed action,
suit, or proceeding, if the officer or director (i) is not liable pursuant to NRS 78.138, or (ii) acted in good faith and in a manner
the officer or director reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful. Section 78.7502 of the NRS requires a corporation
to indemnify a director or officer who has been successful on the merits or otherwise in defense of any action or suit. Section 78.7502
of the NRS precludes indemnification by the corporation if the officer or director has been adjudged by a court of competent jurisdiction,
after exhaustion of all appeals, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only
to the extent that the court determines that in view of all the circumstances, the person is fairly and reasonably entitled to indemnity
for such expenses.
Section
78.751 of the NRS permits a Nevada corporation to indemnify its officers and directors against expenses incurred by them in defending
a civil or criminal action, suit, or proceeding as they are incurred and in advance of final disposition thereof, upon determination
by the stockholders, the disinterested board members, or by independent legal counsel. If so provided in the corporation’s articles
of incorporation, bylaws, or other agreements, Section 78.751 of the NRS requires a corporation to advance expenses as incurred upon
receipt of an undertaking by or on behalf of the officer or director to repay the amount if it is ultimately determined by a court of
competent jurisdiction that such officer or director is not entitled to be indemnified by the corporation. Section 78.751 of the NRS
further permits the corporation to grant its directors and officers additional rights of indemnification under its articles of incorporation,
bylaws, or other agreements.
Section
78.752 of the NRS provides that a Nevada corporation may purchase and maintain insurance or make other financial arrangements on behalf
of any person who is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, for any liability
asserted against him or her and liability and expenses incurred by him or her in his or her capacity as a director, officer, employee,
or agent, or arising out of his or her status as such, whether or not the corporation has the authority to indemnify him or her against
such liability and expenses.
Charter
Provisions
Article
XI of our Second Amended and Restated Articles of Incorporation (“Articles”) provides that the Company shall indemnify any
person who incurs expenses by reason of the fact that he or she is or was an officer, director, employee or agent of the Company and
that this indemnification shall be mandatory on all circumstances in which indemnification is permitted by law. Article XII of our Articles
provide that the Company shall indemnify its directors and officers from personal liability for lawful acts of the Company has permitted
by law. The foregoing provisions shall not eliminate or limit the liability of a director for (i) any breach of the director’s
duty of loyalty to us or our stockholders, (ii) acts or omissions not in good faith or, which involve intentional misconduct or a knowing
violation of law, (iii) the payment of dividends in violation of Section 78.300 of the Nevada Revised Statutes; or (iv) any transaction
from which the director derived an improper personal benefit.
Article
VII of our Amended and Restated Bylaws (“Bylaws”) provide for indemnification of our directors, officers, and employees
in most cases for any liability suffered by them or arising out of their activities as directors, officers, and employees if they acted
in good faith and in a manner they reasonably believed to be in, or not opposed to, the best interests of the Company, and with respect
to any criminal action to proceeding, have no reasonable cause to believe their conduct was unlawful. To the extent that our directors
and officers have been successful on the merits of otherwise in defense of any action, suit, or proceeding, the Company shall indemnify
them against expenses, including attorneys’ fees, actually and reasonably incurred. Any other indemnification, unless ordered by
a court, shall be made by the Company only in the specific case on a determination that the indemnification has met the applicable standard
or conduct set forth in the Bylaws. The determination shall be made by disinterested directors, stockholders, or independent legal counsel.
Our Bylaws, therefore, limit the liability of directors to the maximum extent permitted by Nevada law (Section 78.751 of the NRS).
Indemnification
Agreements
The
Company has entered into Indemnification Agreements with all of the Company’s directors. Under the Indemnification Agreement, the
Company agrees to indemnify the director against any and all expenses incurred if the director acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interest of the Company and, in the case of a criminal proceeding, had no reasonable
cause to believe that his conduct was unlawful.
The
Company also maintains directors’ and officers’ liability insurance under which its directors and officers are insured against
loss (as defined in the policy) as a result of certain claims brought against them in such capacities.
At
present, there is no pending litigation or proceeding involving any of our directors or officers in which indemnification or advancement
is sought. We are not aware of any threatened litigation that may result in claims for advancement or indemnification.
Limitations
of Liability and Indemnification Matters
The
limitation of liability and indemnification provisions in our Charter and Bylaws may discourage stockholders from bringing a lawsuit
against our directors for breach of their fiduciary duty. They may also reduce the likelihood of derivative litigation against our directors
and officers, even though an action, if successful, might benefit us and other stockholders. Further, a stockholder’s investment
may be adversely affected to the extent that we pay the costs of settlement and damage awards against directors and officers as required
by these indemnification provisions.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted for directors, executive officers or persons controlling
us, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities
Act and is therefore unenforceable.
The
registrant maintains insurance policies that indemnify its directors and officers against various liabilities arising under the Securities
Act and the Exchange Act that might be incurred by any director or officer in his or her capacity as such.
The
form of Underwriting Agreement, filed as Exhibit 1.1 to this Registration Statement, provides for indemnification of directors and officers
of the Registrant by the underwriter against certain liabilities.
Item
15. Recent Sales of Unregistered Securities.
On
September 15, 2025, the Company issued prefunded warrants to purchase 258,144 shares of its Common Stock and warrants to purchase 1,214,769
shares of its Common Stock at a purchase price equal to $19.369 per warrant for gross proceeds of approximately $5.0 million. The Purchase
Price was paid in cash or, in lieu of cash, cancellation of certain existing debt by the Company. Each prefunded warrant entitled the
holder to purchase one share of the Company’s Series A Convertible Preferred Stock, par value $0.001 per share (the “Series
A Preferred Stock”), for $0.001 per share and is immediately exercisable. Purchasers of prefunded warrants were also issued an
additional five (5) year warrant to purchase a number of shares of the Company’s Common Stock equal to fifty percent (50%) of the
number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock. Each common warrant has an initial exercise
price of $1.715 and is immediately exercisable. The prefunded warrants and warrants were offered to a small select group of accredited
investors, as defined in Rule 501 of Regulation D, all of whom had a substantial pre-existing relationship with the Company. Certain
affiliates of the Company participated in the offering, among which included Krishna Vanka, the Company’s Chief Executive Officer
and director, Kevin Royal, the Company’s Chief Financial Officer, Jeffrey Mason, the Company’s Chief Operating Officer, Dale
Robinette, a director of the Company, Michael Johnson, a director of the Company, and Cleveland Capital, L.P. (“Cleveland”).
The issuance of the prefunded warrants and the warrants was made in reliance on the exemption from registration afforded by Section 4(a)(2)
of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder, as the private placement was not conducted in connection
with a public offering, and no public solicitation or advertisement was made or relied upon by any investor in connection with the private
placement.
On
November 2, 2023, the Company issued warrants to purchase 41,196 shares of its Common Stock to Cleveland (the “Lender”) on
November 2, 2023, as consideration for the Lender’s commitment under a $2,000,000 line of credit provided pursuant to a Credit
Facility Agreement. The warrants are immediately exercisable, have an exercise price of $3.24 per share, and will expire five years from
the date of issuance. The warrants are subject to adjustment in the event of stock dividends, stock splits, combinations, or reclassifications
of the Company’s Common Stock, and include provisions entitling the holder to receive alternative consideration in connection with
certain corporate events defined as Triggering Events. The issuance of the warrants was made in reliance on the exemption from registration
provided under Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506 of Regulation D, as the transaction did not
involve a public offering and the Lender is an accredited investor.
On
July 20, 2023, the Company issued 16,022 restricted shares of Common Stock to a warrant holder pursuant to a cashless exercise of the
Amended and Restated Warrant Certificate, dated July 3, 2019, and as amended on July 24, 2020, in reliance upon the exemption therefrom
afforded by Section 4(a)(2) of the Act and by Rule 506 of Regulation D promulgated thereunder. The cashless exercise was based on an
exercise price of $4.00 per share of Common Stock and the Company received no cash from the exercise.
Item
16. Exhibits and Financial Statement Schedules
(a)
Exhibits
The
following exhibits are filed herewith or incorporated by reference in this prospectus:
Exhibit
No. |
|
Description |
| 1.1* |
|
Form of Underwriting Agreement. |
| 2.1 |
|
Securities Exchange Agreement dated May 18, 2012. Incorporated by reference to Exhibit 2.1 on Form 8-K filed with the SEC on May 24, 2012. |
| 2.2 |
|
Amendment No. 1 to the Securities Exchange Agreement dated June 13, 2012. Incorporated by reference to Exhibit 2.2 on Form 8-K filed with the SEC on June 18, 2012. |
| 3.1 |
|
Second Amended and Restated Articles of Incorporation. Incorporated by reference to Exhibit 3.1 on Form 8-K filed with the SEC on September 15, 2025. |
| 3.2 |
|
Amended and Restated Bylaws of Flux Power Holdings, Inc. Incorporated by reference to Exhibit 3.1 on Form 8-K filed with the SEC on May 31, 2012. |
| 4.1 |
|
Form of Warrant. Incorporated by reference to Exhibit 4.1 on Form 8-K filed with the SEC on September 23, 2021. |
| 4.2 |
|
Form of Warrant Certificate. Incorporated by reference to Exhibit 4.1 on Form 8-K filed with the SEC on May 13, 2022. |
| 4.3 |
|
Warrant to Purchase Stock issued to Silicon Valley Bank, dated June 23, 2022. Incorporated by reference to Exhibit 4.1 on Form 8-K filed with the SEC on June 28, 2022. |
| 4.4 |
|
Form of Warrant. Incorporated by reference to Exhibit 4.1 on Form 8-K filed with the SEC on November 3, 2023. |
| 4.5 |
|
Form of Prefunded Warrant (PIPE). Incorporated by reference to Exhibit 4.1 on Form 8-K filed with the SEC on September 16, 2025. |
| 4.6 |
|
Form of Common Warrant (PIPE). Incorporated by reference to Exhibit 4.2 on Form 8-K filed with the SEC on September 16, 2025. |
| 4.7* |
|
Form of Pre-Funded Warrant. |
| 5.1* |
|
Opinion of McDonald Carano LLP. |
| 10.1+ |
|
Form of Indemnification Agreement. Incorporated by reference to Exhibit 10.1 on Form 8-K filed with the SEC on April 9, 2019. |
| 10.2 |
|
Lease Agreement dated April 25, 2019. Incorporated by reference to Exhibit 10.1 on Form 8-K filed with the SEC on April 30, 2019. |
| 10.3 |
|
First Amendment to Standard Industrial/Commercial Multi-Tenant Lease with Accutek dated March 1, 2020. Incorporated by reference to Exhibit 10.1 on Form 8-K filed with the SEC on March 5, 2020. |
| 10.4 |
|
Form of Representative Warrant. Incorporated by reference to Exhibit 10.1 on Form 10-Q filed with the SEC on November 12, 2020. |
| 10.5+ |
|
Flux Power Holdings, Inc. 2010 Stock Plan: Form of Stock Option Agreement. Incorporated by reference to Exhibit 10.6 on Form 8-K filed with the SEC on June 18, 2012. |
| 10.6+ |
|
2014 Equity Incentive Plan. Incorporated by reference to Exhibit 10.23 on Form 10-Q filed with the SEC on May 15, 2015. |
| 10.7+ |
|
Amendment to the Flux Power Holdings Inc. 2014 Equity Incentive Plan. Incorporated by reference to Exhibit 10.20 on Form 10-K filed with the SEC on September 27, 2018. |
| 10.8+ |
|
Amendment No. 2 to the Flux Power Holdings Inc. 2014 Equity Incentive Plan Incorporated by reference to Exhibit 10.1 on Form 8-K filed with the SEC on November 9, 2020. |
| 10.9+ |
|
Form of Restricted Stock Unit Award Agreement. Incorporated by reference to Exhibit 10.2 on Form 8-K filed with the SEC on November 9, 2020. |
| 10.10+ |
|
Form of Performance Restricted Stock Unit Award Agreement. Incorporated by reference to Exhibit 10.3 on Form 8-K filed with the SEC on November 9, 2020. |
| 10.11+ |
|
Annual Cash Bonus Plan. Incorporated by reference to Exhibit 10.4 on Form 8-K filed with the SEC on November 9, 2020. |
| 10.12+ |
|
Amended and Restated Employment Agreement by and between Flux Power Holdings, Inc. and Ronald F. Dutt. Incorporated by reference to Exhibit 10.1 on Form 8-K filed with the SEC on February 17, 2021. |
| 10.13+ |
|
Employment Agreement by and between Flux Power Holdings, Inc. and Charles A. Scheiwe. Incorporated by reference to Exhibit 10.2 on Form 8-K filed with the SEC on February 17, 2021. |
| 10.14+ |
|
2021 Equity Incentive Plan. Incorporated by reference to Exhibit 10.1 on Form 8-K filed with the SEC on May 4, 2021. |
| 10.15+ |
|
Form of Restricted Stock Unit Award Agreement – Non-Executive Director. Incorporated by reference to Exhibit 10.2 on Form 8-K filed with the SEC on May 4, 2021. |
| 10.16+ |
|
Form of Performance Restricted Stock Unit Award. Incorporated by reference to Exhibit 10.3 on Form 8-K filed with the SEC on November 2, 2021. |
| 10.17+ |
|
Flux Power Holdings, Inc. 2025 Equity Incentive Plan. Incorporated by reference to Exhibit 10.1 on Form 8-K filed on May 30, 2025. |
| 10.18 |
|
Flux Power Holdings, Inc. 2023 Employee Stock Purchase Plan. Incorporated by reference to Exhibit 10.1 on Form 8-K filed with the SEC on April 21, 2023. |
| 10.19 |
|
Loan and Security Agreement. Incorporated by reference to Exhibit 10.1 on Form 8-K filed with the SEC on August 3, 2023. |
| 10.20 |
|
Intellectual Property Security Agreement. Incorporated by reference to Exhibit 10.2 on Form 8-K filed with the SEC on August 3, 2023. |
| 10.21 |
|
Form of Revolving Note. Incorporated by reference to Exhibit 10.3 on Form 8-K filed with the SEC on August 3, 2023. |
| 10.22 |
|
Amended and Restated Annual Bonus Plan. Incorporated by reference to Exhibit 10.1 on Form 8-K filed with the SEC on October 24, 2023. |
Exhibit
No. |
|
Description |
| 10.23 |
|
Credit Facility Agreement dated November 2, 2023. Incorporated by reference to Exhibit 10.1 on Form 8-K filed with the SEC on November 3, 2023. |
| 10.24 |
|
Form of Subordinated Unsecured Promissory Note (Cleveland). Incorporated by reference to Exhibit 10.2 on Form 8-K filed with the SEC on November 3, 2023. |
| 10.25 |
|
Amendment No. 2 to Loan and Security Agreement (GBC). Incorporated by reference to Exhibit 10.1 on Form 8-K filed on February 1, 2024. |
| 10.26+ |
|
Form of Separation and Release Agreement (Charles Scheiwe). Incorporated by reference to Exhibit 10.1 on Form 8-K filed on February 23, 2024. |
| 10.27 |
|
Form of Consulting Agreement (Charles Scheiwe). Incorporated by reference to Exhibit 10.2 on Form 8-K filed on February 23, 2024. |
| 10.28+ |
|
Employment Agreement (Kevin S. Royal). Incorporated by reference to Exhibit 10.3 on Form 8-K filed on February 23, 2024. |
| 10.29 |
|
Waiver Agreement dated May 8, 2024. Incorporated by reference to Exhibit 10.5 on Form 10-Q filed on May 13, 2024. |
| 10.30 |
|
Amendment No. 3 to Loan and Security Agreement (GBC). Incorporated by reference to Exhibit 10.1 on Form 8-K filed on August 14, 2024. |
| 10.31 |
|
Waiver to Loan and Security Agreement dated August 30, 2024. Incorporated by reference to Exhibit 10.30 to Form 10-K filed on January 29, 2025. |
| 10.32 |
|
Waiver to Loan and Security Agreement dated January 17, 2025. Incorporated by reference to Exhibit 10.31 to Form 10-K filed on January 29, 2025. |
| 10.33 |
|
Amendment No. 4 to Loan and Security Agreement (GBC). Incorporated by reference to Exhibit 10.1 on Form 8-K filed on January 28, 2025. |
| 10.34 |
|
Amendment No. 5 to Loan and Security Agreement (GBC). Incorporated by reference to Exhibit 10.1 on Form 8-K filed on July 22, 2025. |
| 10.35 |
|
Amendment No. 6 to Loan and Security Agreement (GBC). Incorporated by reference to Exhibit 10.1 on Form 8-K filed on September 5, 2025. |
| 10.36 |
|
Executive Employment Agreement with Krishna Vanka. Incorporated by reference to Exhibit 10.1 to Form 8-K filed on March 10, 2025 |
| 10.37 |
|
Amendment to the Amended and Restated Employment Agreement with Ronald F. Dutt. Incorporated by reference to Exhibit 10.2 to Form 8-K filed on March 10, 2025 |
| 10.38 |
|
Separation and Release Agreement with Ronald F. Dutt. Incorporated by reference to Exhibit 10.1 to Form 8-K filed on April 2, 2025. |
| 10.39 |
|
Form of Settlement Term Sheet. Incorporated by reference to Exhibit 99.1 on Form 8-K filed on July 16, 2025. |
| 10.40 |
|
Form of Amended and Restated Securities Purchase Agreement. Incorporated by reference to Exhibit 10.1 on Form 8-K filed with the SEC on September 16, 2025. |
| 10.41 |
|
Form of Registration Rights Agreement. Incorporated by reference to Exhibit 10.2 on Form 8-K filed with the SEC on September 16, 2025. |
| 10.42 |
|
Form of Escrow Agreement. Incorporated by reference to Exhibit 10.3 on Form 8-K filed with the SEC on September 16, 2025. |
| 10.43 |
|
Debt Satisfaction Agreement. Incorporated by reference to Exhibit 10.4 on Form 8-K filed with the SEC on September 16, 2025. |
| 21.1 |
|
Subsidiaries. Incorporated by reference to Exhibit 21.1 on Form 8-K filed with the SEC on June 18, 2012. |
| 23.1* |
|
Consent of Haskell & White LLP, Independent Registered Public Accounting Firm. |
| 23.2* |
|
Consent of Baker Tilly US, LLP, Independent Registered Public Accounting Firm. |
| 23.3* |
|
Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP. |
| 23.4* |
|
Consent of McDonald Carano LLP (including in Exhibit 5.1). |
| 24.1* |
|
Powers of Attorney (included on signature page to the registration statement). |
| 107* |
|
Filing Fee Table. |
*
Previously filed.
+
Indicates management contract or compensatory plan or arrangement.
(b)
Financial Statement Schedules.
All
financial statement schedules are omitted because the information required to be set forth therein is not applicable or is shown in the
consolidated financial statements or the notes thereto.
Item
17. Undertakings.
The
undersigned registrant hereby undertakes:
| (1) |
to
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
| |
(i) |
to
include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
| |
|
|
| |
(ii) |
to
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price
set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
| |
|
|
| |
(iii) |
to
include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement; |
| (2) |
that,
for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof; |
| |
|
| (3) |
to
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering; |
| |
|
| (4) |
that,
for the purpose of determining liability under the Securities Act of 1933 to any purchaser: each prospectus filed pursuant to Rule
424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other
than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of
the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus
that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior
to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately prior to such date of first use; and |
| |
|
| (5) |
that,
for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution
of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant
to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities
are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller
to the purchaser and will be considered to offer or sell such securities to such purchaser: |
| |
(a) |
any
preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule
424; |
| |
|
|
| |
(b) |
any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by
the undersigned registrant; |
| |
|
|
| |
(c) |
the
portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant
or its securities provided by or on behalf of the undersigned registrant; and |
| |
|
|
| |
(d) |
any
other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of
the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and
is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant
of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action,
suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act
of 1933 and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement on Form S-1 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of Vista, California on October 10, 2025.
| |
FLUX
POWER HOLDINGS, INC. |
| |
|
| |
By: |
/s/
Krishna Vanka |
| |
Name: |
Krishna
Vanka |
| |
Title: |
Chief
Executive Officer |
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities
and on the dates indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/
Krishna Vanka |
|
Chief
Executive Officer, President and Director |
|
October
10, 2025 |
| Krishna
Vanka |
|
(Principal
Executive Officer) |
|
|
| |
|
|
|
|
| * |
|
Chief
Financial Officer |
|
October
10, 2025 |
| Kevin
S. Royal |
|
(Principal
Financial and Accounting Officer) |
|
|
| |
|
|
|
|
| * |
|
Director |
|
October
10, 2025 |
| Michael
Johnson |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
October
10, 2025 |
| Mark
Leposky |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
October
10, 2025 |
| Lisa
Walters-Hoffert |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
October
10, 2025 |
| Dale
Robinette |
|
|
|
|
| *By: |
/s/
Krishna Vanka |
|
| |
Krishna
Vanka |
|
| |
Attorney-in-Fact
|
|
