Cleveland Capital Management, L.L.C. and related reporting persons report their beneficial ownership of Flux Power Holdings, Inc. common stock in Amendment No. 10 to a Schedule 13G. The filing covers common stock with par value $0.001 per share, CUSIP 344057203.
Cleveland Capital Management, L.L.C. reports beneficial ownership of 1,450,736 shares, representing 6.8% of the class, all with shared voting and dispositive power. Cleveland Capital, L.P. reports 1,272,522 shares or 6.0%, and Rocky River Specific Opportunities Fund LLC reports 178,214 shares or 0.8%, each with shared voting and dispositive power.
Individual reporting persons include Wade Massad, who reports beneficial ownership of 1,521,809 shares, or 7.1%, with 71,073 shares held with sole voting and dispositive power and 1,450,736 shares with shared power, and John Shiry, who reports 1,500,736 shares, or 7.0%, with 50,000 shares held with sole voting and dispositive power and 1,450,736 shares with shared power. All securities are directly owned by advisory clients of Cleveland Capital Management, L.L.C. or its principals, and each reporting person disclaims beneficial ownership beyond its pecuniary interest.
Positive
None.
Negative
None.
Key Figures
Shares beneficially owned:1,450,736 sharesOwnership percentage:6.8%Shares beneficially owned:1,272,522 shares+5 more
8 metrics
Shares beneficially owned1,450,736 sharesCleveland Capital Management, L.L.C. beneficial ownership
Ownership percentage6.8%Cleveland Capital Management, L.L.C. percent of Flux Power common stock
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
shared voting powerfinancial
"6 | Shared Voting Power 1,450,736.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
shared dispositive powerfinancial
"8 | Shared Dispositive Power 1,450,736.00"
sole voting powerfinancial
"5 | Sole Voting Power 71,073.00"
Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.
pecuniary interestfinancial
"disclaims beneficial ownership ... except to the extent of his, her or its pecuniary interest"
Schedule 13Gregulatory
"securities reported in this Amendment No. 10 are directly owned"
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
What ownership stake in Flux Power Holdings (FLUX) does Cleveland Capital Management report?
Cleveland Capital Management, L.L.C. reports 1,450,736 shares of Flux Power Holdings common stock, representing 6.8% of the class, all with shared voting and dispositive power. These shares are held by advisory clients of the firm or its principals.
How many FLUX shares does Cleveland Capital, L.P. beneficially own?
Cleveland Capital, L.P. reports beneficial ownership of 1,272,522 Flux Power shares, equal to 6.0% of the class. All of these shares are reported with shared voting and shared dispositive power, rather than sole authority.
What is Wade Massad’s reported ownership percentage in Flux Power (FLUX)?
Wade Massad reports beneficial ownership of 1,521,809 shares of Flux Power, representing 7.1% of the class. This includes 71,073 shares with sole voting and dispositive power and 1,450,736 shares with shared power.
How many Flux Power (FLUX) shares does John Shiry report owning?
John Shiry reports beneficial ownership of 1,500,736 shares of Flux Power common stock, equal to 7.0% of the class. He has sole voting and dispositive power over 50,000 shares and shared power over 1,450,736 shares.
Who directly owns the Flux Power (FLUX) shares reported in this Schedule 13G/A?
All securities reported in this Amendment No. 10 are directly owned by advisory clients of Cleveland Capital Management, L.L.C. or its principals. Each reporting person disclaims beneficial ownership except to the extent of their pecuniary interest.
Do the reporting persons fully admit beneficial ownership of the FLUX shares?
No. Each reporting person disclaims beneficial ownership of the Flux Power securities except to the extent of his, her, or its pecuniary interest, and states that the filing should not be deemed an admission for any purpose.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 10)
Flux Power Holdings, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
344057203
(CUSIP Number)
06/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
344057203
1
Names of Reporting Persons
Cleveland Capital Management, L.L.C.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,450,736.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,450,736.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,450,736.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.8 %
12
Type of Reporting Person (See Instructions)
IA, OO
SCHEDULE 13G
CUSIP Number(s):
344057203
1
Names of Reporting Persons
Cleveland Capital, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,272,522.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,272,522.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,272,522.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.0 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
344057203
1
Names of Reporting Persons
Rocky River Specific Opportunities Fund LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
178,214.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
178,214.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
178,214.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.8 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
CUSIP Number(s):
344057203
1
Names of Reporting Persons
Wade Massad
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
71,073.00
6
Shared Voting Power
1,450,736.00
7
Sole Dispositive Power
71,073.00
8
Shared Dispositive Power
1,450,736.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,521,809.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.1 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
344057203
1
Names of Reporting Persons
John Shiry
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
50,000.00
6
Shared Voting Power
1,450,736.00
7
Sole Dispositive Power
50,000.00
8
Shared Dispositive Power
1,450,736.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,500,736.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.0 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Flux Power Holdings, Inc.
(b)
Address of issuer's principal executive offices:
2685 S. MELROSE DRIVE, VISTA CA 92081
Item 2.
(a)
Name of person filing:
Cleveland Capital Management, L.L.C.
Cleveland Capital, L.P.
Rocky River Specific Opportunities Fund LLC
Wade Massad
John Shiry
(b)
Address or principal business office or, if none, residence:
Cleveland Capital Management, L.L.C.
1250 LINDA ST., SUITE 304, ROCKY RIVER, OH, 44116
Cleveland Capital, L.P.
1250 LINDA STREET, SUITE 304, ROCKY RIVER, OH, 44116
Rocky River Specific Opportunities Fund LLC
1250 LINDA ST. SUITE 304, ROCKY RIVER, OH, 44116
Wade Massad
1250 LINDA STREET, SUITE 304, ROCKY RIVER, OH, 44116
John Shiry
1250 LINDA STREET, SUITE 304, ROCKY RIVER, OH, 44116
(c)
Citizenship:
Cleveland Capital Management, L.L.C. - Delaware
Cleveland Capital, L.P. - Delaware
Rocky River Specific Opportunities Fund LLC - Delaware
Wade Massad - United States
John Shiry - United States
(d)
Title of class of securities:
Common Stock, par value $0.001 per share
(e)
CUSIP No.:
344057203
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Cleveland Capital Management, L.L.C. - 1,450,736
Cleveland Capital, L.P. - 1,272,522
Rocky River Specific Opportunities Fund LLC - 178,214
Wade Massad - 1,521,809
John Shiry - 1,500,736
(b)
Percent of class:
Cleveland Capital Management, L.L.C. - 6.8%
Cleveland Capital, L.P. - 6.0%
Rocky River Specific Opportunities Fund LLC - 0.8%
Wade Massad - 7.1%
John Shiry - 7.0%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Cleveland Capital Management, L.L.C. - 0
Cleveland Capital, L.P. - 0
Rocky River Specific Opportunities Fund LLC - 0
Wade Massad - 71,073
John Shiry - 50,000
(ii) Shared power to vote or to direct the vote:
Cleveland Capital Management, L.L.C. - 1,450,736
Cleveland Capital, L.P. - 1,272,522
Rocky River Specific Opportunities Fund LLC - 178,214
Wade Massad - 1,450,736
John Shiry - 1,450,736
(iii) Sole power to dispose or to direct the disposition of:
Cleveland Capital Management, L.L.C. - 0
Cleveland Capital, L.P. - 0
Rocky River Specific Opportunities Fund LLC - 0
Wade Massad - 71,073
John Shiry - 50,000
(iv) Shared power to dispose or to direct the disposition of:
Cleveland Capital Management, L.L.C. - 1,450,736
Cleveland Capital, L.P. - 1,272,522
Rocky River Specific Opportunities Fund LLC - 178,214
Wade Massad - 1,450,736
John Shiry - 1,450,736
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
All of the securities reported in this Schedule 13G Amendment No. 10 are directly owned by advisory clients of Cleveland Capital Management, L.L.C., or its principals.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Cleveland Capital Management, L.L.C.
Signature:
/s/ Wade Massad
Name/Title:
Wade Massad, Managing Member of the General Partner
Date:
07/24/2026
Cleveland Capital, L.P.
Signature:
/s/ Wade Massad
Name/Title:
Wade Massad, Managing Member of the General Partner
Date:
07/24/2026
Rocky River Specific Opportunities Fund LLC
Signature:
/s/ Wade Massad
Name/Title:
Wade Massad, Managing Member of the General Partner
Date:
07/24/2026
Wade Massad
Signature:
/s/ Wade Massad
Name/Title:
Wade Massad
Date:
07/24/2026
John Shiry
Signature:
/s/ John Shiry
Name/Title:
John Shiry
Date:
07/24/2026
Comments accompanying signature: * Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his, her or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
To the extent that "ownership of 5 percent or less of a class" was indicated in Item 5, such response only applies to the Reporting Person(s) that indicated elsewhere herein that it beneficially owns five percent (5%) or less of the class.
Exhibit Information
Exhibit A - Joint Filing Agreement
Exhibit B - Control Person Identification
