FLUX

false
0001083743

0001083743

2026-02-12
2026-02-12

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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 12, 2026

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
2.02 Results of Operations and Financial Condition.

On
February 12, 2026, Flux Power Holdings, Inc. (the “Company”) issued a press release announcing, among other things,
limited financial and operational information for its fiscal second quarter ended December 31, 2025 and provided certain forward-looking
performance estimates. In addition, the Company will hold a conference call on February 12, 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 February 12, 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:
February 12, 2026

false
0001083743

0001083743

2025-11-13
2025-11-13

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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): November 13, 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
2.02 Results of Operations and Financial Condition.

On
November 13, 2025, Flux Power Holdings, Inc. (the “Company”) issued a press release announcing, among other
things, limited financial and operational information for its fiscal first quarter ended September 30, 2025 and provided certain forward-looking
performance estimates. In addition, the Company will hold a conference call on November 13, 2025 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 November 13, 2025

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:
November 13, 2025

false
0001083743

0001083743

2025-09-16
2025-09-16

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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): September 16, 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
2.02 Results of Operations and Financial Condition.

On
September 16, 2025, the Company issued a press release announcing, among other things, limited financial and operational information
for its fourth quarter and full fiscal year ended June 30, 2025 and provided certain forward-looking performance estimates. In addition,
the Company will hold a conference call on September 16, 2025 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.”

Item
7.01 Regulation FD Disclosure.

The
information under Items 2.02 of this Current Report on Form 8-K is incorporated by reference in this Item 7.01.

The
information reported under Items 2.02 and 7.01 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 September 16. 2025

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:
September 16, 2025

false
0001083743

0001083743

2025-05-08
2025-05-08

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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 8, 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
2.02 Results of Operations and Financial Condition.

On
May 8, 2025, the Company issued a press release announcing, among other things, limited financial and operational information for its
third quarter ended March 31, 2025 and provided certain forward-looking performance estimates. In addition, the Company will hold a conference
call on May 8, 2025 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.”

Item
7.01 Regulation FD Disclosure.

The
information under Items 2.02 of this Current Report on Form 8-K is incorporated by reference in this Item 7.01.

The
information reported under Items 2.02 and 7.01 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 8, 2025

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 8, 2025

false
0001083743

0001083743

2025-03-20
2025-03-20

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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): March 20, 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
2.02 Results of Operations and Financial Condition.

On
March 20, 2025, the Company issued a press release announcing, among other things, limited financial and operational information for
its first and second quarters ended September 30, 2024 and December 31, 2024, respectively, and provided certain forward-looking performance
estimates. In addition, the Company will hold a conference call on March 20, 2025 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.”

Item
7.01 Regulation FD Disclosure.

The
information under Items 2.02 of this Current Report on Form 8-K is incorporated by reference in this Item 7.01.

The
information reported under Items 2.02 and 7.01 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 March 20, 2025

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:
March 20, 2025

false
0001083743

0001083743

2025-02-14
2025-02-14

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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 14, 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 2.02
Results of Operations and Financial Condition.

On
February 14, 2025, Flux Power Holdings, Inc. (the “Company”) disclosed on a Form 12b-25 (the “Form 12b-25”) filed
with the Securities and Exchange Commission (the “SEC”) that it will be unable to file its Quarterly Report on Form 10-Q
for the quarter ended December 31 2025 (the “December Form 10-Q”) within the prescribed time period without unreasonable
effort or expense due to (i) the delay in filing its Annual Report on Form 10-K for the fiscal year ended June 30, 2024 (the “Form
10-K”) resulting from the late completion of its audited financial statements for the fiscal year ended June 30, 2024, restatements
of its audited consolidated financial statements for the fiscal years ended June 30, 2023 and 2022, and related restatements of unaudited
consolidated interim financial statements within the fiscal years ended June 30, 2024, 2023 and 2022 (“Restated Financial Statements”),
(ii) the pending completion of the unaudited financial statements for the quarterly period ended September 30, 2024 and filing of its
Quarterly Report on Form 10-Q for the period ended September 30, 2024 (the “September Form 10-Q”), and (iii) the recent engagement
with a new independent registered public accounting firm for the fiscal year ending June 30, 2025.

The
Company completed the restatement process and filed the Form 10-K with the SEC on January 29, 2025. The Form 10-K included the audited
financial statements for the fiscal year ended June 30, 2024 and the Restated Financial Statements, which restatements resulted from
errors relating primarily to inventory, untimely account reconciliation, exclusion of certain product warranty-related expenses within
the proper periods, and incorrect presentation of non-cash debt issuance costs on the statement of cash flows as disclosed in the Form
10-K. The foregoing has caused a delay in the Company’s preparation and completion of its unaudited financial statements necessary
to prepare and file the September Form 10-Q. Although the Company has commenced the process of preparation of the unaudited financial
statements, the Company has not yet completed and filed its September Form 10-Q due to the ongoing financial review and reconciliation
process. To ensure accuracy and consistency in its disclosure, the completion and filing of the September Form 10-Q is necessary before
the Company can prepare, finalize and review the financial statements for the December Form 10-Q. In addition, as previously disclosed
in the Current Report on Form 8-K/A filed with the SEC on January 31, 2025, the Company recently engaged Haskell & White LLP (“Haskell
& White”) as its independent registered public accounting firm for the fiscal year ending June 30, 2025. The transition process
requires additional time for Haskell & White to perform their review of the quarterly financial statements including predecessor
audito

false
0001083743

0001083743

2025-01-29
2025-01-29

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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): January
29, 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
2.02 Results of Operations and Financial Condition.

On
January 27, 2025, the Company issued a press release announcing, among other things, limited financial and operational information for
its fourth quarter and full fiscal year ended June 30, 2024 and provided certain forward-looking performance estimates. 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.”

Item
7.01 Regulation FD Disclosure.

The
information under Items 2.02 of this Current Report on Form 8-K is incorporated by reference in this Item 7.01.

The
information reported under Items 2.02 and 7.01 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 January 29. 2025

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/
Ronald F. Dutt

Ronald
F. Dutt,

Chief
Executive Officer

Dated:
January 29, 2025

false
0001083743

0001083743

2024-05-09
2024-05-09

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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 9, 2024

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
2.02 Results of Operations and Financial Condition.

On
May 9, 2024, the Company issued a press release announcing, among other things, limited financial and operational information for its
fiscal third quarter ended March 31, 2024 and provided certain forward-looking performance estimates. In addition, the Company will hold
a conference call on May 9, 2024 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.”

Item
7.01 Regulation FD Disclosure.

The
information under Items 2.02 of this Current Report on Form 8-K is incorporated by reference in this Item 7.01.

The
information reported under Items 2.02 and 7.01 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 9, 2024

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/
Ronald F. Dutt

Ronald
F. Dutt,

Chief
Executive Officer

Dated:
May 9, 2024

false
0001083743

0001083743

2024-02-08
2024-02-08

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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 8, 2024

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
2.02 Results of Operations and Financial Condition.

On
February 8, 2024, the Company issued a press release announcing, among other things, limited financial and operational information
for its fiscal second quarter ended December 31, 2023 and provided certain forward-looking performance estimates. In addition, the
Company will hold a conference call on February 8, 2024 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.”

Item
7.01 Regulation FD Disclosure.

The
information under Items 2.02 of this Current Report on Form 8-K is incorporated by reference in this Item 7.01.

The
information reported under Items 2.02 and 7.01 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 February 8, 2024

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/
Ronald F. Dutt

Ronald
F. Dutt,

Chief
Executive Officer

Dated:
February 8, 2024

false
0001083743

0001083743

2023-11-09
2023-11-09

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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): November 9, 2023

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
2.02 Results of Operations and Financial Condition.

On
November 9, 2023, the Company issued a press release announcing, among other things, limited financial and operational information for
its fiscal first quarter ended September 30, 2023 and provided certain forward-looking performance estimates. In addition, the Company
will hold a conference call 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.”

Item
7.01 Regulation FD Disclosure.

The
information under Items 2.02 of this Current Report on Form 8-K is incorporated by reference in this Item 7.01.

The
information reported under Items 2.02 and 7.01 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 November 9, 2023

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/
Ronald F. Dutt

Ronald
F. Dutt,

Chief
Executive Officer

Dated:
November 9, 2023

0001083743
false

0001083743

2023-09-21
2023-09-21

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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): September 21, 2023

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
2.02 Results of Operations and Financial Condition.

On
September 21, 2023, the Company issued a press release announcing, among other things, limited financial and operational information
for its fourth quarter and full fiscal year ended June 30, 2023 and provided certain forward-looking performance estimates. In addition,
the Company will hold a conference call 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.”

Item
7.01 Regulation FD Disclosure.

The
information under Items 2.02 of this Current Report on Form 8-K is incorporated by reference in this Item 7.01.

The
information reported under Items 2.02 and 7.01 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 September 21, 2023

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/
Ronald F. Dutt

Ronald
F. Dutt,

Chief
Executive Officer

Dated:
September 21, 2023

0001083743
false

0001083743

2023-05-11
2023-05-11

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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 11, 2023

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 2.02 Results of Operations and Financial Condition.

On
May 11, 2023, the Company issued a press release announcing, among other things, limited financial and operational information for its
fiscal third quarter ended March 31, 2023 and provided certain forward-looking performance estimates. In addition, the Company will hold
a conference call 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.”

Item 7.01 Regulation FD Disclosure.

The
information under Items 2.02 of this Current Report on Form 8-K is incorporated by reference in this Item 7.01.

The
information reported under Items 2.02 and 7.01 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 11, 2023

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/
Ronald F. Dutt

Ronald
F. Dutt,

Chief
Executive Officer

Dated:
May 11, 2023

0001083743
false

0001083743

2023-02-09
2023-02-09

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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 9, 2023

FLUX
POWER HOLDINGS, INC.

(Exact
name of registrant as specified in its charter)

Nevada

001-31543

86-0931332

(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
2.02
Results
of Operations and Financial Condition.

On
February 9, 2023, the Company issued a press release announcing, among other things, limited financial and operational information for
its fiscal second quarter ended December 31, 2022 and provided certain forward-looking performance estimates. In addition, the Company
will hold a conference call 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.”

Item
7.01
Regulation
FD Disclosure.

The
information under Items 2.02 of this Current Report on Form 8-K is incorporated by reference in this Item 7.01.

The
information reported under Items 2.02 and 7.01 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 February 9, 2023

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/
Ronald F. Dutt

Ronald
F. Dutt,

Chief
Executive Officer

Dated:
February 9, 2023

0001083743
false

0001083743

2022-11-10
2022-11-10

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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): November 10, 2022

FLUX
POWER HOLDINGS, INC.

(Exact
name of registrant as specified in its charter)

Nevada

001-31543

86-0931332

(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
2.02
Results
of Operations and Financial Condition.

On
November 10, 2022, the Company issued a press release announcing, among other things, limited financial and operational information
for its fiscal first quarter ended September 30, 2022 and provided certain forward-looking performance estimates. In addition, the
Company will hold a conference call 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.”

Item
7.01
Regulation
FD Disclosure.

The
information under Items 2.02 of this Current Report on Form 8-K is incorporated by reference in this Item 7.01.

The
information reported under Items 2.02 and 7.01 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 November 10, 2022

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/
Ronald F. Dutt

Ronald
F. Dutt,

Chief Executive Officer

Dated:
November 10, 2022

0001083743
false

0001083743

2022-09-22
2022-09-22

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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): September 22, 2022

FLUX
POWER HOLDINGS, INC.

(Exact
name of registrant as specified in its charter)

Nevada

001-31543

86-0931332

(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
2.02
Results
of Operations and Financial Condition.

On
September 22, 2022, the Company issued a press release announcing, among other things, limited financial and operational information
for its fourth quarter and full fiscal year ended June 30, 2022 and provided certain forward-looking performance estimates. 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.”

Item
7.01
Regulation
FD Disclosure.

The
information under Items 2.02 of this Current Report on Form 8-K is incorporated by reference in this Item 7.01.

The
information reported under Items 2.02 and 7.01 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 September 22, 2022

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/
Ronald F. Dutt

Ronald
F. Dutt, Chief Executive Officer

Dated:
September 22, 2022

0001083743
false

0001083743

2022-09-06
2022-09-06

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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): September 6, 2022

FLUX
POWER HOLDINGS, INC.

(Exact
name of registrant as specified in its charter)

Nevada

001-31543

86-0931332

(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 2.02 Results of Operations and Financial Condition.

On
September 6, 2022, the Company issued a press release announcing, among other things, limited information relating to purchase orders
for its fiscal year ended June 30, 2022. 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 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 release under the caption “Forward-Looking Statements.”

Item 7.01 Regulation FD Disclosure.

The
information under Item 2.02 above is incorporated herein by reference.

The
information reported under Items 2.02 and 7.01 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 September 6, 2022

104

Cover
Page Interactive Data File (formatted as Inline XBRL)

2

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/
Chuck Scheiwe

Chuck
Scheiwe, Chief Financial Officer

Dated:
September 6, 2022

3

0001083743
false

0001083743

2022-05-12
2022-05-12

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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 12, 2022

FLUX
POWER HOLDINGS, INC.

(Exact
name of registrant as specified in its charter)

Nevada

001-31543

86-0931332

(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 2.02
Results of Operations
and Financial Condition.

On
May 12, 2022, the Company issued a press release announcing, among other things, limited financial and operational information for its
third fiscal quarter ended March 31, 2022. In addition, on May 12, 2022, the Company disseminated a press release to discuss
such results and announce that it will hold a conference call on May 12, 2022, at 4:30 p.m. Eastern Time. 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 and conference call 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.”

Item 7.01
Regulation FD Disclosure.

The
information under Item 2.02 of this Current Report on Form 8-K is incorporated by reference in this Item 7.01.

The
Company hereby furnishes a set of presentation slides (“Presentation”) that the Company will present to analysts and
investors on or after May 12, 2022. The Presentation is attached hereto as Exhibit 99.2 to this Current Report and will be available
on the Company’s website. The projections constituting the performance estimates included in the Presentation 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 Presentation under the slide titled “Safe Harbor Language.”

The
information reported under Items 2.02 and 7.01 in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, 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 12, 2022

99.2

Flux Power Holdings, Inc. Presentation dated May 12, 2022

104

Cover
Page Interactive Data File (embedded within the Inline XBRL document)

2

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:
May 12, 2022

3

0001083743
false

0001083743

2022-02-10
2022-02-10

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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 10, 2022

FLUX
POWER HOLDINGS, INC.

(Exact
name of registrant as specified in its charter)

Nevada

001-31543

86-0931332

(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
2.02Results
of Operations and Financial Condition.

On
February 10, 2022, the Company issued a press release announcing, among other things, limited financial and operational information for
its second fiscal quarter ended December 31, 2021. In addition, on February 10, 2022, the Company held a press release 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 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 release
under the caption “Forward-Looking Statements.”

Item
7.01Regulation
FD Disclosure.

The
information under Item 2.02 above is incorporated herein by reference.

The
Company hereby furnishes a set of presentation slides (“Presentation”) the Company will present to analysts and
investors on or after February 10, 2022. The Presentation is attached hereto as Exhibit 99.2 to this Current Report and will be
available on the Company’s website

The
information reported under Items 2.02 and 7.01 in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, 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 February 10, 2022

99.2

Flux Power Holdings, Inc. Presentation dated February 10, 2022

104

Cover
Page Interactive Data File (formatted as Inline XBRL)

2

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 10, 2022

3

8-K
1
form8-k.htm

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): November 12, 2021

FLUX
POWER HOLDINGS, INC.

(Exact
name of registrant as specified in its charter)

Nevada

001-31543

86-0931332

(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
2.02
Results
of Operations and Financial Condition.

On
November 12, 2021, Flux Power Holdings, Inc. (the “Company”) issued a press release announcing, among other things, limited
financial and operational information relating to results for its first fiscal quarter ended September 30, 2021. In addition, on November
12, 2021, the Company will hold a conference call 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 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 release under the caption “Forward-Looking Statements.”

Item
7.01
Regulation
FD Disclosure.

The
information under Item 2.02 above is incorporated herein by reference.

The
information reported under Items 2.02 and 7.01 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.

Exhibit
Index

Exhibit

Exhibit
Description

99.1

Press Release dated November 12, 2021

2

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:
November 12, 2021

3

8-K
1
form8-k.htm

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): September 22, 2021

FLUX
POWER HOLDINGS, INC.

(Exact
name of registrant as specified in its charter)

Nevada

001-31543

86-0931332

(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
2.02Results
of Operations and Financial Condition.

On
September 22, 2021, the Company issued a press release announcing, among other things, limited financial and operational information
for its fourth quarter and full fiscal year ended June 30, 2021 and provided certain forward-looking performance estimates. 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 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 release under the caption
“Forward-Looking Statements.”

Item
7.01Regulation
FD Disclosure.

The
information under Item 2.02 above is incorporated herein by reference. On September 23, 2021, the Company issued a press release announcing
a Registered Direct Offering. A copy of the press release is attached as Exhibit 99.2 hereto.

The
information reported under Items 2.02 and 7.01 in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2,
are 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.

Forward-Looking
Statements

The
statements in this Report on Form 8-K related to the completion of the Registered Direct Offering are “forward-looking” statements.
These forward-looking statements are based upon the Company’s current expectations. Forward-looking statements involve risks and
uncertainties. The Company’s actual results and the timing of events could differ materially from those anticipated in such forward-looking
statements as a result of these risks and uncertainties, which include, without limitation, risks related to market conditions and the
satisfaction of customary closing conditions related to the Registered Direct Offering. There can be no assurance that the Company will
be able to complete the Registered Direct Offering on the anticipated terms, or at all.

Exhibit
Index

Exhibit

Exhibit
Description

99.1

Press Release dated September 22, 2021 – Flux Power’s FY 2021 Revenue Increased By 56% to $26.3M; Gross Margins improved to 22.1%

99.2

Press
Release dated September 23, 2021 – Flux Power Announces $15 Million Registered Direct Offering Priced At-the-Market
under Nasdaq Rules

2

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/
Chuck Scheiwe

Chuck
Scheiwe, Chief Financial Officer

Dated:
September 2