Form 8-K

8-K — Flux Power Holdings, Inc.

Accession: 0001493152-26-021717

Filed: 2026-05-07

Period: 2026-05-07

CIK: 0001083743

SIC: 3690 (MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

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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): May 7, 2026

FLUX

POWER HOLDINGS, INC.

(Exact

name of registrant as specified in its charter)

Nevada

001-31543

92-3550089

(State

or Other Jurisdiction

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 ☐

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

2.02 Results of Operations and Financial Condition.

May 7, Flux Power Holdings, Inc. (the “Company”) issued a press release announcing, among other things, limited financial

and operational information for its fiscal third quarter ended March 31, 2026 and provided certain forward-looking performance estimates.

In addition, the Company will hold a conference call on May 7, 2026 to discuss such results. The full text of the press release is furnished

as Exhibit 99.1 to this Current Report on Form 8-K. The projections constituting the performance estimates included in the press release

involve risks and uncertainties, the outcome of which cannot be foreseen at this time and, therefore, actual results may vary materially

from these forecasts. In this regard, see the information included in the press release under the caption “Forward-Looking Statements.”

The

information reported under Item 2.02 in this Current Report on Form 8-K, including Exhibit 99.1, is being “furnished” and

shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)

or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities

Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item

9.01 Financial Statements and Exhibits.

Exhibit

Index

Exhibit

Exhibit Description

99.1

Press Release dated May 7, 2026

104

Cover Page Interactive Data File (embedded within the

Inline XBRL document)

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/ Krishna

Vanka

Krishna Vanka,

Chief Executive Officer

Dated: May 7, 2026

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Flux

Power Reports 2026 Fiscal Third Quarter Financial Results

Vista,

CA — May 7, 2026 — Flux Power Holdings, Inc. (NASDAQ: FLUX) (“Flux Power” or the “Company”),

a leading developer of advanced lithium-ion energy storage solutions and software-driven electrification for commercial and industrial

equipment, today reported financial and operational results for the 2026 fiscal third quarter ended March 31, 2026.

Third

Quarter and Recent Business Highlights

● Third

quarter revenue was $6.6 million

● Implemented

additional cost reduction actions, resulting in quarterly operating expenses decreasing 30%

year-over-year

● Won

Innovation in Sustainability Award at MODEX 2026 from a distinguished panel of industry

experts, highlighting Flux Power’s leadership in clean energy solutions for the material

handling industry

● Engaging

with more OEMs and optimized OEM pricing structure for white-label products improving competitiveness

and securing increased volume commitments

● Added

new large cargo airline customer with a $1.2 million battery order for its material handling

equipment

CEO

Commentary

“As

expected, third quarter revenue was impacted mainly by our most significant material handling customer implementing a capital freeze

and dynamic order patterns across the business,” said Krishna Vanka, Flux Power’s CEO. “Additionally, the onset of

the geopolitical tensions towards the end of the quarter resulted in fuel price increases that unexpectedly delayed some customer order

decisions.

“In

response to these near-term challenges, we promptly implemented additional expense reduction actions to maintain our lean cost structure

and to enhance future operating leverage. We have also taken steps to optimize our pricing structure to drive OEM volume purchases, enhance

our sales organization with new leadership focused on OEM growth and expand our marketing outreach initiatives and brand awareness. We

also had an extremely successful MODEX trade show winning a coveted industry Sustainability Award, while also meeting with many customers,

partners and OEMs in our booth.

“As

a result of these proactive efforts, we have seen other positive indications of increased order activity across the business that we

believe point to renewed sequential revenue growth of about 20% in our fourth quarter. Looking longer-term, we remain focused on executing

our strategic initiatives and capitalizing on the many opportunities in the global lithium-ion battery industry, which continues to grow

at an increasing rate across the markets we serve.”

2026

Fiscal Third Quarter Financial Results

Revenue

for the third fiscal quarter of 2026 was $6.6 million, compared to $16.7 million in the same quarter a year ago. Gross profit for the

third fiscal quarter of 2026 was $1.8 million, or 27.3% of revenue, compared to $5.3 million, or 32.0% of revenue, in the third fiscal

quarter of 2025.

Operating

expenses for the third quarter were $4.8 million, compared to $6.9 million in the same quarter a year ago. The year-over-year decline

in operating expenses primarily reflects recent actions taken to reduce headcount and streamline the operating model.

Operating

loss for the third quarter was $3.0 million, compared to an operating loss of $1.6 million in the third fiscal quarter of 2025. Excluding

costs associated with stock-based compensation, the third quarter non-GAAP operating loss was $2.8 million, compared to a non-GAAP operating

loss of $0.8 million in the prior year quarter, which also excluded costs associated with the multi-year restatement of previously issued

financial statements.

Net

loss for the third quarter was $3.2 million, or ($0.15) per share, compared to a net loss of $1.9 million, or ($0.12) per share, in the

third fiscal quarter of 2025. On a non-GAAP basis, excluding the above-referenced stock-based compensation costs, the third quarter net

loss was $2.9 million, or ($0.14) per share, compared to net loss of $1.1 million, or ($0.07) per share, in the same quarter a year ago,

which also excluded the above-referenced restatement costs.

Adjusted

EBITDA for the third quarter was negative $2.5 million compared to negative adjusted EBITDA of $0.5 million in the prior year period.

Balance

Sheet

Cash

as of March 31, 2026 was $0.4 million compared to $1.3 million as of June 30, 2025.

Conference

Call

Flux

Power will host a conference call on Thursday, May 7, 2026 at 1:30 p.m. Pacific Time (4:30 p.m. Eastern Time) to discuss its 2026 fiscal

third quarter financial results. To access the call, please use the following information:

Date:

Thursday, May 7, 2026

Time:

1:30 p.m. Pacific Time | 4:30 p.m. Eastern Time

Toll-free

dial-in number: 1-833-630-1956

International

dial-in number: +1-412-317-1837

Additionally,

this conference call will be broadcast live over the Internet and can be accessed by all interested parties on the News & Events

section of the Company’s Investor Relations website.

For

those unable to participate during the live broadcast of the conference call, a telephone replay will be available approximately two

hours after the conference call and accessible through May 14, 2026. The replay dial-in number is 1-855-669-9658, and the access code

5565631. International callers should dial +1-412-317-0088 and enter the same pass code. Additionally, a replay of the webcast will be

available on Flux Power’s Investor Relations website for approximately 90 days.

Non-GAAP

Financial Measures

Flux

Power has presented in this release certain financial information in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”)

and also on a non-GAAP basis, including non-GAAP net operating loss, non-GAAP net loss, and adjusted EBITDA.

Management

believes that these non-GAAP financial measures, when viewed with Flux Power’s results under GAAP and the accompanying reconciliations,

provide useful information about Flux Power’s period-over-period results. These non-GAAP financial measures are presented because

management believes they provide additional information with respect to the performance of Flux Power’s fundamental business activities

and adjusted EBITDA is frequently used by securities analysts, investors and other interested parties in the evaluation of comparable

companies. Flux Power also relies on adjusted EBITDA as a primary measure to review and assess the operating performance of the Company

and its management team.

These

non-GAAP financial measures should not be considered in isolation from, or construed as a substitute for, financial measures determined

in accordance with GAAP for the purpose of analyzing Flux Power’s operating performance or financial position. Reconciliations

of these non-GAAP financial measures are included in the tables at the end of this release.

About

Flux Power

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 and airport ground support equipment (GSE). 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 include, but are not

limited to, statements regarding Flux Power’s revenue growth expectations and quotes from management. 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, forward-looking 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: Flux Power’s ability to amend the terms of its agreement with Gibraltar

Business Capital, LLC and Flux Power’s continued access to its credit facility thereunder; Flux Power’s ability to continue

as a going concern; Flux Power’s ability to meet projected revenue targets and generate sufficient cash from operations; Flux Power’s

ability to remediate material weaknesses in its controls and procedures and also those identified in its internal control over financial

reporting, or to accurately or timely report its financial condition or results of operations; Flux Power’s ability to continue

to meet the continued listing standards of the Nasdaq Stock Market; Flux Power’s ability to secure sufficient funding to support

its current and proposed operations. Flux Power’s ability to manage its working capital requirements efficiently; Flux Power’s

ability to obtain the necessary funds from its credit facilities; Flux Power’s ability to obtain raw materials and other supplies

for its products at existing or competitive prices and on a timely basis; Flux Power’s anticipated growth strategies and its ability

to manage the expansion of its business operations effectively; Flux Power’s ability to maintain or increase its market share in

the competitive markets in which it does business; Flux Power’s ability to grow its revenue, increase its gross profit margin and

become a profitable business; Flux Power’s ability to fulfill its backlog of open sales orders due to delays in the receipt of

key component parts and other potential manufacturing disruptions; Flux Power’s ability to keep up with rapidly changing technologies

and evolving industry standards, including its ability to achieve technological advances; Flux Power’s dependence on the growth

in demand for its products; Flux Power’s ability to compete with larger companies with far greater resources than it; Flux Power’s

ability to shift to new suppliers and incorporate new components into its products in a manner that is not disruptive to its business;

Flux Power’s ability to obtain and maintain UL Listings and OEM approvals for its energy storage solutions; Flux Power’s

ability to diversify its product offerings and capture new market opportunities; Flux Power’s ability to source its needs for skilled

labor, machinery, parts, and raw materials economically; Flux Power’s ability to retain and/or successfully recruit key members

of its senior management team; Flux Power’s ability to diversify its customer base to reduce its current dependence on a few major

customers; the impact of tariffs on Flux Power’s ability to cost-effectively source battery packs and materials used in its products;

and the expense, timing and outcome of legal proceedings relating to Flux Power’s accounting practices, financial disclosures and

employment policies and practices, investigations and information requests that may be initiated or that may be asserted 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, it can give no assurance that such statements

will prove to be correct, and that 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 Flux Power’s 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 release, and Flux Power assumes no obligation to update these statements or the reasons why

actual results could differ from those projected, except as required by applicable law.

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.

us at:

Blog:

Flux Power Blog

News:

Flux Power News

Twitter:

@Flux__Power

LinkedIn:

Flux Power

FLUX

POWER HOLDINGS, INC.

CONDENSED

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

Three months ended March 31,

Nine months ended March 31,

2026

2025

2026

2025

Revenues

$ 6,588,000

$ 16,742,000

$ 33,884,000

$ 49,697,000

Cost of sales

4,788,000

11,455,000

23,424,000

33,729,000

Gross profit

1,800,000

5,287,000

10,460,000

15,968,000

Operating expenses:

Selling and administrative

4,168,000

5,717,000

12,638,000

16,817,000

Research and development

623,000

1,147,000

2,196,000

3,419,000

Total operating expenses

4,791,000

6,864,000

14,834,000

20,236,000

Operating loss

(2,991,000 )

(1,577,000 )

(4,374,000 )

(4,268,000 )

Interest expense, net

(184,000 )

(362,000 )

(762,000 )

(1,227,000 )

Net loss

$ (3,175,000 )

$ (1,939,000 )

$ (5,136,000 )

$ (5,495,000 )

Net loss per share - basic and diluted

$ (0.15 )

$ (0.12 )

$ (0.27 )

$ (0.33 )

Weighted average number of common shares outstanding - basic and diluted

21,340,371

16,684,320

19,289,746

16,683,074

FLUX

POWER HOLDINGS, INC.

NON-GAAP

NET INCOME (LOSS) ADJUSTMENTS

(Unaudited)

Three months ended March 31,

Nine months ended March 31,

2026

2025

2026

2025

Net loss

$ (3,175,000 )

$ (1,939,000 )

$ (5,136,000 )

$ (5,495,000 )

Non-GAAP adjustments to net loss:

Stock-based compensation

240,000

206,000

734,000

831,000

Restatement and related costs

588,000

1,910,000

Total Non-GAAP adjustments

240,000

794,000

734,000

2,741,000

Non-GAAP net loss

(2,935,000 )

(1,145,000 )

(4,402,000 )

(2,754,000 )

Non-GAAP net loss per share - basic

$ (0.14 )

$ (0.07 )

$ (0.23 )

$ (0.17 )

Non-GAAP net loss per share - diluted

$ (0.14 )

$ (0.07 )

$ (0.23 )

$ (0.17 )

FLUX

POWER HOLDINGS, INC.

NON-GAAP

OPERATING INCOME (LOSS) ADJUSTMENTS

(Unaudited)

Three months ended March 31,

Nine months ended March 31,

2026

2025

2026

2025

Operating loss

$ (2,991,000 )

$ (1,577,000 )

$ (4,374,000 )

$ (4,268,000 )

Non-GAAP adjustments to operating loss:

Stock-based compensation

240,000

206,000

734,000

831,000

Restatement and related costs

588,000

1,910,000

Total Non-GAAP adjustments

240,000

794,000

734,000

2,741,000

Non-GAAP operating loss

$ (2,751,000 )

$ (783,000 )

$ (3,640,000 )

$ (1,527,000 )

FLUX

POWER HOLDINGS, INC.

CONDENSED

CONSOLIDATED BALANCE SHEETS

(Unaudited)

March 31,

June 30,

2026

2025

ASSETS

Current assets:

Cash

$ 372,000

$ 1,334,000

Accounts receivable, net of allowance for credit losses of $86,000 and $68,000 at March 31, 2026 and June 30, 2025, respectively

3,864,000

11,374,000

Inventories, net

16,656,000

17,231,000

Other current assets

2,539,000

1,865,000

Total current assets

23,431,000

31,804,000

Right of use assets, net

748,000

1,275,000

Property, plant and equipment, net

1,331,000

1,554,000

Other assets

92,000

119,000

Total assets

$ 25,602,000

$ 34,752,000

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current liabilities:

Accounts payable

$ 8,268,000

$ 16,295,000

Accrued expenses

5,637,000

7,058,000

Line of credit

5,722,000

13,627,000

Subordinated debt

1,000,000

Deferred revenue

142,000

459,000

Customer deposits

62,000

38,000

Finance leases payable, current portion

87,000

80,000

Office leases payable, current portion

621,000

815,000

Accrued interest

53,000

246,000

Total current liabilities

20,592,000

39,618,000

Long term liabilities:

Finance leases payable, less current portion

22,000

32,000

Office leases payable, less current portion

83,000

506,000

Deferred revenue, less current portion

292,000

Total liabilities

20,989,000

40,156,000

Stockholders’ equity (deficit):

Preferred stock, $.001 par value; 3,000,000 and 500,000 shares authorized at March 31, 2026 and June 30, 2025, respectively; none issued and outstanding

Common stock, $0.001 par value; 75,000,000 shares authorized; 21,361,383 and 16,835,698 issued and outstanding at March 31, 2026 and June 30, 2025, respectively

21,000

17,000

Additional paid-in capital

116,114,000

100,965,000

Accumulated deficit

(111,522,000 )

(106,386,000 )

Total stockholders’ equity (deficit)

4,613,000

(5,404,000 )

Total liabilities and stockholders’ equity (deficit)

$ 25,602,000

$ 34,752,000

FLUX

POWER HOLDINGS, INC.

ADJUSTED

EBITDA RECONCILIATION

(Unaudited)

Three Months Ended March 31,

Nine Months Ended March 31,

2026

2025

2026

2025

Net loss

$ (3,175,000 )

$ (1,939,000 )

$ (5,136,000 )

$ (5,495,000 )

Add/Subtract:

Interest, net

184,000

362,000

663,000

1,227,000

Income tax provision

Depreciation and amortization

243,000

248,000

745,000

750,000

EBITDA

(2,748,000 )

(1,329,000 )

(3,728,000 )

(3,518,000 )

Add/Subtract:

Restatement and related costs

588,000

1,910,000

Stock-based compensation

240,000

206,000

734,000

831,000

Adjusted EBITDA

$ (2,508,000 )

$ (535,000 )

$ (2,994,000 )

$ (777,000 )

Contacts

Media:

media@fluxpower.com

info@fluxpower.com

External

Investor Relations:

Leanne

Sievers | Joel Achramowicz

Shelton

Group

flux-ir@sheltongroup.com

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Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

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Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

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Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

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Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

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Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

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Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

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Namespace Prefix:

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Data Type:

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