UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2024

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-31543

FLUX POWER HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Nevada		92-3550089
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification Number)

2685 S. Melrose Drive, Vista, California		92081
(Address of principal executive offices)		(Zip Code)

877-505-3589

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		FLUX		Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

The number of shares of registrant’s common stock outstanding as of March 10, 2025 was 16,682,465.

FLUX POWER HOLDINGS, INC.

FORM 10-Q

For the Quarterly Period Ended December 31, 2024

Table of Contents

PART I - Financial Information

ITEM 1.	CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)	5
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	23
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	31
ITEM 4.	CONTROLS AND PROCEDURES	31

PART II - Other Information

ITEM 1.	LEGAL PROCEEDINGS	32
ITEM 1A.	RISK FACTORS	33
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	34
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	34
ITEM 4.	MINE SAFETY DISCLOSURES	34
ITEM 5.	OTHER INFORMATION	34
ITEM 6.	EXHIBITS	34

SIGNATURES		35

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements. The forward-looking statements are contained principally in the sections entitled “Description of Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. These risks and uncertainties include, but are not limited to, the factors described in the section captioned “Risk Factors” below. In some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “would,” and similar expressions intended to identify forward-looking statements. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. You should read these factors and the other cautionary statements made in this report and in the documents we incorporate by reference into this report as being applicable to all related forward-looking statements wherever they appear in this report or the documents we incorporate by reference into this report. If one or more of these factors materialize, or if any underlying assumptions prove incorrect, our actual results, performance or achievements may vary materially from any future results, performance or achievements expressed or implied by these forward-looking statements.

Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statements include, among other things, statements relating to:

	●	our ability to continue as a going concern;

	●	our ability to comply with the terms of our agreement with Gibraltar Business Capital, LLC (“GBC”) for our credit facility, which we have relied on historically and currently rely on to meet our anticipated capital resources and to fund our operations;

	●	the expense, timing and outcome of legal proceedings relating to our accounting practices, financial disclosures and employment policies and practices, which includes, but is not limited to, a pending purported federal securities class action and shareholder derivative lawsuit, certain employment lawsuits and other legal and governmental proceedings, investigations and information requests that may be initiated or that may be asserted;

	●	our ability to meet projected revenue targets and generate cash from operations as a result of delays in new orders for our energy storage solutions, reflecting corresponding deferrals of new forklift purchases caused by lower capital spending in the market sector that we serve and interest rate variability affecting certain large customer fleets;

	●	our ability to remediate material weaknesses in our controls and procedures and also those identified in our internal control over financial reporting, or to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price;

	●	our delinquent and untimely filings with the Securities and Exchange Commission and our ability to regain compliance and continue to meet the continued listing standards of the Nasdaq Stock Market;

	●	substantial unanticipated costs for accounting, legal and consultancy fees we incurred in connection with the restatements and internal investigation, and we expect to continue to incur additional costs;

	●	our ability to secure sufficient funding to support our current and proposed operations;

	●	our ability to manage our working capital requirements efficiently;

	●	our ability to obtain the necessary funds from our credit facilities;

	●	our ability to obtain raw materials and other supplies for our products at existing or competitive prices and on a timely basis;

	●	our anticipated growth strategies and our ability to manage the expansion of our business operations effectively;

	●	our ability to maintain or increase our market share in the competitive markets in which we do business;

	●	our ability to grow our revenue, increase our gross profit margin and become a profitable business;

	●	our ability to fulfill our backlog of open sales orders due to delays in the receipt of key component parts and other potential manufacturing disruptions;

	●	our ability to keep up with rapidly changing technologies and evolving industry standards, including our ability to achieve technological advances;

	●	our dependence on the growth in demand for our products;

	●	our ability to compete with larger companies with far greater resources than us;

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

	●	our ability to obtain and maintain UL Listings and OEM approvals for our energy storage solutions;

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Table of Contents

	●	our ability to diversify our product offerings and capture new market opportunities;

	●	our ability to source our needs for skilled labor, machinery, parts, and raw materials economically;

	●	our ability to retain and/or successfully recruit key members of our senior management, including but not limited to recruitment of a new chief executive officer;

	●	our dependence on our major customers; and

	●	the impact of tariffs on our ability to cost-effectively source battery packs and materials used in our products.

Also, forward-looking statements represent our estimates and assumptions only as of the date of this report. You should read this report and the documents that we reference, and file as exhibits to this report completely and with the understanding that our actual future results may be materially different from what we expect. Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future.

Use of Certain Defined Terms

Except where the context otherwise requires and for the purposes of this report only:

	●	The “Company,” “Flux,” “we,” “us,” and “our” refer to the combined business of Flux Power Holdings, Inc., a Nevada corporation and its wholly owned subsidiary, Flux Power, Inc., a California corporation (“Flux Power”);

	●	“Exchange Act” refers the Securities Exchange Act of 1934, as amended;

	●	“SEC” refers to the Securities and Exchange Commission;

	●	“Securities Act” refers to the Securities Act of 1933, as amended;

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PART I - Financial Information

Item 1. Financial Statements

FLUX POWER HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	December 31,			June 30,
	2024			2024
ASSETS

Current assets:
Cash	$	883,000		$	643,000
Accounts receivable, net of allowance for credit losses		8,462,000			9,773,000
Inventories, net		15,323,000			16,977,000
Other current assets		838,000			945,000
Total current assets		25,506,000			28,338,000

Right of use assets		1,694,000			2,096,000
Property, plant and equipment, net		1,641,000			1,749,000
Other assets		118,000			118,000

Total assets	$	28,959,000		$	32,301,000

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current liabilities:
Accounts payable	$	13,034,000		$	11,395,000
Accrued expenses		5,086,000			3,926,000
Line of credit		9,693,000			13,834,000
Subordinated debt		1,000,000			–
Deferred revenue		653,000			485,000
Customer deposits		170,000			18,000
Finance leases payable, current portion		146,000			156,000
Office leases payable, current portion		783,000			734,000
Accrued interest		170,000			126,000
Total current liabilities		30,735,000			30,674,000

Long term liabilities:
Finance leases payable, less current portion		46,000			112,000
Office leases payable, less current portion		915,000			1,321,000

Total liabilities		31,696,000			32,107,000

Stockholders’ equity (deficit):
Preferred stock, $0.001 par value; 500,000 shares authorized; none issued and outstanding		–			–
Common stock, $0.001 par value; 30,000,000 shares authorized; 16,682,465 shares issued and outstanding at December 31, 2024 and June 30, 2024		17,000			17,000
Additional paid-in capital		100,514,000			99,889,000
Accumulated deficit		(103,268,000	)		(99,712,000	)
Total stockholders’ equity (deficit)		(2,737,000	)		194,000
Total liabilities and stockholders’ equity (deficit)	$	28,959,000		$	32,301,000

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Table of Contents

FLUX POWER HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	2024			2023			2024			2023
	Three months ended December 31,						Six months ended December 31,
	2024			2023			2024			2023
Revenues	$	16,830,000		$	18,203,000		$	32,955,000		$	32,990,000
Cost of sales		11,367,000			12,822,000			22,274,000			23,374,000

Gross profit		5,463,000			5,381,000			10,681,000			9,616,000

Operating expenses:
Selling and administrative		5,985,000			4,593,000			11,100,000			9,318,000
Research and development		957,000			1,235,000			2,272,000			2,530,000
Total operating expenses		6,942,000			5,828,000			13,372,000			11,848,000

Operating loss		(1,479,000	)		(447,000	)		(2,691,000	)		(2,232,000	)

Interest income (expense), net		(408,000	)		(449,000	)		(865,000	)		(852,000	)

Net loss	$	(1,887,000	)	$	(896,000	)	$	(3,556,000	)	$	(3,084,000	)

Net loss per share - basic and diluted	$	(0.11	)	$	(0.06	)	$	(0.21	)	$	(0.19	)

Weighted average number of common shares outstanding - basic and diluted		16,682,465			16,516,700			16,682,465			16,495,727

The accompanying notes are an integral part of these condensed consolidated financial statements.

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FLUX POWER HOLDING, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(unaudited)

	Shares		Capital Stock Amount		Additional Paid-in Capital		Accumulated Deficit			Total
	Common Stock
	Shares		Capital Stock Amount		Additional Paid-in Capital		Accumulated Deficit			Total
Balance at June 30, 2024		16,682,465	$	17,000	$	99,889,000	$	(99,712,000	)	$	194,000
Stock-based compensation		-		-		347,000		-			347,000
Net loss		-		-		-		(1,669,000	)		(1,669,000	)
Balance at September 30, 2024		16,682,465		17,000		100,236,000		(101,381,000	)		(1,128,000	)
Stock-based compensation		-		-		278,000		-			278,000
Net loss		-		-		-		(1,887,000	)		(1,887,000	)
Balance at December 31 2024		16,682,465	$	17,000	$	100,514,000	$	(103,268,000	)	$	(2,737,000	)

	Common Stock
	Shares		Capital Stock Amount		Additional Paid-in Capital			Accumulated Deficit			Total
Balance at June 30, 2023		16,462,215	$	16,000	$	98,086,000		$	(91,379,000	)	$	6,723,000
Issuance of common stock - exercised options and warrants		16,022		–		–			–			–
Stock-based compensation		-		-		276,000			-			276,000
Net loss		-		-		-			(2,188,000	)		(2,188,000	)
Balance at September 30, 2023		16,478,237		16,000		98,362,000			(93,567,000	)		4,811,000
Balance		16,478,237	$	16,000	$	98,362,000		$	(93,567,000	)	$	4,811,000
Issuance of common stock - exercised options and RSU settlements		54,038		1,000		(1,000	)		–			–
Stock-based compensation		-		-		394,000			-			394,000
Fair value of warrants issued		–		–		92,000			–			92000
Net loss		-		-		-			(896,000	)		(896,000	)
Balance at December 31 2023		16,532,275	$	17,000	$	98,847,000		$	(94,463,000	)	$	4,401,000
Balance

SEC Form 10-Q filed by Flux Power Holdings Inc.