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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): February 21, 2025
FLUX
POWER HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-31543 |
|
92-3550089 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
| 2685
S. Melrose Drive, Vista, California |
|
92081 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
877-505-3589
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol |
|
Name
of each exchange on which registered |
| Common
Stock, $0.001 par value |
|
FLUX |
|
Nasdaq
Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ☐
Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
February 21, 2025, Flux Power Holdings, Inc., a Nevada corporation (the “Company”), received an additional notice (the “Notice”)
from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market (“Nasdaq”) stating that because
the Company had not yet filed its Form 10-Q for the period ended December 31, 2024 (the “December Form 10-Q”) and because
the Company remains delinquent in filing its Form 10-Q for the period ended September 30, 2024 (the “September Form 10-Q”
and together with the December Form 10-Q, the “Delinquent Reports”), the Company does not comply with Nasdaq Listing Rule
5250(c)(1) (the “Listing Rule”), which requires Nasdaq-listed companies to timely file all required periodic financial reports
with the Securities and Exchange Commission.
The
Notice states that as a result of this additional delinquency, the Company must submit an update to its original plan to regain compliance
with respect to the filing requirement. The update is due by March 10, 2025. If Nasdaq accepts the Company’s update to its original
plan to regain compliance, then Nasdaq may grant the Company up to 180 calendar days from the due date of the initial delinquent filing,
the Form 10-K for the fiscal year ended June 30, 2024, or until April 14, 2025, to file the Delinquent Reports to regain compliance.
The Notice has no immediate effect on the listing of the Company’s common stock on NASDAQ.
The
Company is working diligently to complete its Delinquent Reports and plans to file its Delinquent Reports as promptly as practicable
to regain compliance with the Listing Rule.
Item
7.01 Regulation FD Disclosure.
The
information contained in Item 3.01 of this Current Report on Form 8-K is incorporated herein by reference.
On
February 25, 2025, the Company issued a press release in accordance with Nasdaq Listing Rule 5810(b) announcing that the Company had
received the Notice. A copy of the press release is attached hereto as Exhibit 99.1.
The
information in Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K attached hereto shall not be deemed “filed”
for purposes of Section 18 of the Securities Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that Section, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such filing.
Forward-Looking
Statement Disclaimer
This
Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation
Reform Act of 1995, as amended, and other securities laws. Forward-looking statements are statements that are not historical facts. Words
and phrases such as “anticipated,” “forward,” “will,” “would,” “could,” “may,”
“intend,” “remain,” “potential,” “prepare,” “expected,” “believe,”
“plan,” “seek,” “continue,” “estimate,” “and similar expressions are intended to
identify forward-looking statements. These statements include, but are not limited to: our ability to file the Form 10-Qs, our ability
to cure any deficiencies in compliance with the Nasdaq listing rules, or maintain compliance with other Nasdaq listing rules; our eligibility
for additional compliance periods, if necessary, in which to seek to regain compliance with the Nasdaq listing rules; our ability to
ultimately obtain relief or extended periods to regain compliance from Nasdaq, if necessary, or to meet applicable Nasdaq requirements
for any such relief or extension; risks related to the substantial costs and diversion of management’s attention and resources
due to these matters, and those risks and uncertainties identified in the “Risk Factors” sections of the Company’s
Annual Report on Form 10-K for the year ended June 30, 2024, and its other subsequent filings with the SEC. Readers are cautioned not
to place undue reliance on these forward-looking statements. All forward-looking statements contained in this Current Report on Form
8-K speak only as of the date on which they were made. Except to the extent required by law, the Company undertakes no obligation to
update such statements to reflect events that occur or circumstances that exist after the date on which they were made.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
Flux
Power Holdings, Inc. |
| |
a
Nevada corporation |
| |
|
|
| |
By:
|
/s/
Ronald F. Dutt |
| |
|
Ronald
F. Dutt, |
| |
|
Chief
Executive Officer |
| |
|
|
| Dated:
February 25, 2025 |
|
|
Exhibit
99.1
Flux
Power Receives Non-Compliance Notice from Nasdaq
VISTA,
CA – February 25, 2025 – Flux Power Holdings, Inc. (NASDAQ: FLUX), a developer of advanced lithium-ion energy storage
solutions for electrification of commercial and industrial equipment, today announced that on February 21, 2025, it received an additional
notice (the “Notice”) from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) notifying
the Company that it was not in compliance with requirements of Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”) as a result
of not having filed its Quarterly Report on Form 10-Q for the period ended December 31, 2024 (“Form 10-Q”) with the Securities
and Exchange Commission (“SEC”).
This
notification has no immediate effect on the listing of the Company’s common stock on the Nasdaq. Under the Nasdaq rules, the Company
has until March 10, 2025, to submit to Nasdaq an updated plan to regain compliance with the Nasdaq Listing Rule. If Nasdaq accepts the
Company’s updated plan, then Nasdaq may grant the Company up to 180 days from the due date of the initial delinquent filing, the
Form 10-K for the fiscal year ended June 30, 2024, or until April 14, 2025, to file the Delinquent Reports to regain compliance.
The
Company is working diligently to complete its Forms 10-Q and plans to file its Forms 10-Q as promptly as practicable to regain compliance
with the Listing Rule.
About
Flux Power Holdings, Inc.
Flux
Power (NASDAQ: FLUX) designs, manufactures, and sells advanced lithium-ion energy storage solutions for electrification of a range of
industrial and commercial sectors including material handling, airport ground support equipment (GSE), and stationary energy storage.
Flux Power’s lithium-ion battery packs, including the proprietary battery management system (BMS) and telemetry, provide customers
with a better performing, lower cost of ownership, and more environmentally friendly alternative, in many instances, to traditional lead
acid and propane-based solutions. Lithium-ion battery packs reduce CO2 emissions and help improve sustainability and ESG metrics for
fleets. For more information, please visit www.fluxpower.com.
Forward-Looking
Statements
This
release contains projections and other “forward-looking statements” relating to Flux Power’s business, that are often
identified using “believes,” “expects” or similar expressions. Forward-looking statements involve several estimates,
assumptions, risks, and other uncertainties that may cause actual results to be materially different from those anticipated, believed,
estimated, expected, etc. Accordingly, statements are not guarantees of future results. Some of the important factors that could cause
Flux Power’s actual results to differ materially from those projected in any such forward-looking statements include, but are not
limited to: risks and uncertainties, related to Flux Power’s business, results and financial condition; plans and expectations
with respect to access to capital and outstanding indebtedness; Flux Power’s ability to comply with the terms of the existing credit
facilities to obtain the necessary capital from such credit facilities; Flux Power’s ability to raise capital; Flux Power’s
ability to continue as a going concern. Flux Power’s ability to obtain raw materials and other supplies for its products at competitive
prices and on a timely basis, particularly in light of the potential impact of the COVID-19 pandemic on its suppliers and supply chain;
the development and success of new products, projected sales, cancellation of purchase orders, deferral of shipments, Flux Power’s
ability to improve its gross margins, or achieve breakeven cash flow or profitability, Flux Power’s ability to fulfill backlog
orders or realize profit from the contracts reflected in backlog sale; Flux Power’s ability to fulfill backlog orders due to changes
in orders reflected in backlog sales, Flux Power’s ability to obtain the necessary funds under the credit facilities, Flux Power’s
ability to timely obtain UL Listing for its products, Flux Power’s ability to fund its operations, distribution partnerships and
business opportunities and the uncertainties of customer acceptance and purchase of current and new products, and changes in pricing.
Actual results could differ from those projected due to numerous factors and uncertainties. Although Flux Power believes that the expectations,
opinions, projections, and comments reflected in these forward-looking statements are reasonable, they can give no assurance that such
statements will prove to be correct, and that the Flux Power’s actual results of operations, financial condition and performance
will not differ materially from the results of operations, financial condition and performance reflected or implied by these forward-looking
statements. Undue reliance should not be placed on the forward-looking statements and Investors should refer to the risk factors outlined
in our Form 10-K, 10-Q and other reports filed with the SEC and available at www.sec.gov/edgar. These forward-looking statements are
made as of the date of this news release, and Flux Power assumes no obligation to update these statements or the reasons why actual results
could differ from those projected.
Flux,
Flux Power, and associated logos are trademarks of Flux Power Holdings, Inc. All other third-party brands, products, trademarks, or registered
marks are the property of and used to identify the products or services of their respective owners.
Follow
us at:
Blog:
Flux Power Blog
News
Flux Power News
Twitter:
@FLUXpwr
LinkedIn:
Flux Power
View
source version on businesswire.com:
Media
& Investor Relations:
media@fluxpower.com
info@fluxpower.com
External
Investor Relations:
Chris
Tyson, Executive Vice President
MZ
Group - MZ North America
949-491-8235
FLUX@mzgroup.us
www.mzgroup.us
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