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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): November 20, 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
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
November 20, 2024, Flux Power Holdings, Inc., a Nevada corporation (the “Company”) received a notice (the “Notice”)
from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market (“Nasdaq”) stating that because
the Company had not yet filed its Form 10-Q for the period ended September 30, 2024 (the “Form 10-Q”) and because the Company
remains delinquent in filing its Form 10-K for the fiscal year ended June 30, 2024 (the “Form 10-K” and together with the
Form 10-Q, the “Delinquent Reports”), the Company does not comply with Nasdaq Listing Rule 5250(c)(1) (the “Listing
Rule”), which requires Nasdaq-listed companies to timely file all required periodic financial reports with the Securities and Exchange
Commission.
The
Notice states that the Company has until December 16, 2024, to submit a plan to regain compliance with the Listing Rule (the “Plan”).
If Nasdaq accepts the Company’s Plan to regain compliance, then Nasdaq may grant the Company up to 180 calendar days from the Form
10-K filing due date, or until April 14, 2025, to file the Delinquent Reports to regain compliance. If NASDAQ does not accept the Company’s
Plan, then the Company will have the opportunity to appeal that decision to a NASDAQ Hearings Panel. The Notice has no immediate effect
on the listing of the Company’s common stock on NASDAQ.
The
Company is working diligently to complete its Delinquent Reports and plans to file its Delinquent Reports as promptly as practicable
to regain compliance with the Listing Rule.
Item
7.01 Regulation FD Disclosure.
The
information contained in Item 3.01 of this Current Report on Form 8-K is incorporated herein by reference.
On
November 25, 2024,
the Company issued a press release in accordance with Nasdaq Listing Rule 5810(b) announcing that the Company had received the Notice.
A copy of the press release is attached hereto as Exhibit 99.1.
The
information in Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K attached hereto shall not be deemed “filed”
for purposes of Section 18 of the Securities Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that Section, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such filing.
Forward-Looking
Statement Disclaimer
This
Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation
Reform Act of 1995, as amended, and other securities law. Forward-looking statements are statements that are not historical facts. Words
and phrases such as “anticipated,” “forward,” “will,” “would,” “could,” “may,”
“intend,” “remain,” “potential,” “prepare,” “expected,” “believe,”
“plan,” “seek,” “continue,” “estimate,” “and similar expressions are intended to
identify forward-looking statements. These statements include, but are not limited to, the expected filing date of its Delinquent Reports
and ability to regain compliance under the Nasdaq listing rule. All of such statements are subject to certain risks and uncertainties,
many of which are difficult to predict and generally beyond the Company’s control, that could cause actual results to differ materially
from those expressed in, or implied or projected by, the forward-looking information and statements. Such risks and uncertainties include,
but are not limited to, the completion of the review and preparation of the Company’s financial statements and internal control
over financial reporting and disclosure controls and procedures and the timing thereof; the discovery of additional information; delays
in the Company’s financial reporting, including as a result of unanticipated factors; the Company’s ability to obtain necessary
waivers or amendments to the Loan Agreement in the future; the risk that the Company may become subject to future litigation; the Company’s
ability to remediate material weaknesses in its internal control over financial reporting; risks inherent in estimates or judgments relating
to the Company’s critical accounting policies, or any of the Company’s estimates or projections, which may prove to be inaccurate;
unanticipated factors in addition to the foregoing that may impact the Company’s financial and business projections and guidance
and may cause the Company’s actual results and outcomes to materially differ from its estimates, projections and guidance; and
those risks and uncertainties identified in the “Risk Factors” sections of the Company’s Annual Report on Form 10-K
for the year ended June 30, 2023, and its other subsequent filings with the SEC. Readers are cautioned not to place undue reliance on
these forward-looking statements. All forward-looking statements contained in this Current Report on Form 8-K speak only as of the date
on which they were made. Except to the extent required by law, the Company undertakes no obligation to update such statements to reflect
events that occur or circumstances that exist after the date on which they were made.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
Flux
Power Holdings, Inc. |
| |
a
Nevada corporation |
| |
|
|
| |
By:
|
/s/
Ronald F. Dutt |
| |
|
Ronald
F. Dutt, |
| |
|
Chief
Executive Officer |
| |
|
|
| Dated:
November 25, 2024 |
|
|
Exhibit
99.1
Flux
Power Receives Non-Compliance Letter from Nasdaq
VISTA,
Calif. – November 25, 2024 – Flux Power Holdings, Inc. (NASDAQ: FLUX), a developer of advanced lithium-ion energy
storage solutions for electrification of commercial and industrial equipment, today announced that on November 20, 2024, it received
a letter from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that
it was not in compliance with requirements of Nasdaq Listing Rule 5250(c)(1) as a result of not having filed its Quarterly Report on
Form 10-Q for the period ended September 30, 2024 (“Form 10-Q”) and its Annual Report on Form 10-K for fiscal year ended
June 30, 2024 (“Form 10-K”), with the Securities and Exchange Commission (“SEC”).
This
notification has no immediate effect on the listing of the Company’s common stock on the Nasdaq. Under the Nasdaq rules, the Company
has until December 16, 2024, to submit to Nasdaq a plan to regain compliance with the Nasdaq Listing Rule. If Nasdaq accepts the Company’s
plan, then Nasdaq may grant the Company up to 180 days from the prescribed due date for the Form 10-K to regain compliance, or April
14, 2025. If Nasdaq does not accept the Company’s plan, then the Company will have the opportunity to appeal that decision to a
Nasdaq Hearings Panel.
The
Company is working diligently to complete its Form 10-K and Form 10-Q and plans to file its Form 10-K and Form 10-Q as promptly as practicable
to regain compliance with the Listing Rule.
About
Flux Power Holdings, Inc.
Flux
Power (NASDAQ: FLUX) designs, manufactures, and sells advanced lithium-ion energy storage solutions for electrification of a range of
industrial and commercial sectors including material handling, airport ground support equipment (GSE), and stationary energy storage.
Flux Power’s lithium-ion battery packs, including the proprietary battery management system (BMS) and telemetry, provide customers
with a better performing, lower cost of ownership, and more environmentally friendly alternative, in many instances, to traditional lead
acid and propane-based solutions. Lithium-ion battery packs reduce CO2 emissions and help improve sustainability and ESG metrics for
fleets. For more information, please visit www.fluxpower.com.
Forward-Looking
Statements
This
press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of
1995, as amended, and other securities law. Forward-looking statements are statements that are not historical facts. Words and phrases
such as “anticipated,” “forward,” “will,” “would,” “could,” “may,”
“intend,” “remain,” “potential,” “prepare,” “expected,” “believe,”
“plan,” “seek,” “continue,” “estimate,” “and similar expressions are intended to
identify forward-looking statements. These statements include, but are not limited to, the expected filing date of its Form 10-K and
Form 10-Q and ability to regain compliance under the Nasdaq listing rule. All of such statements are subject to certain risks and uncertainties,
many of which are difficult to predict and generally beyond the Company’s control, that could cause actual results to differ materially
from those expressed in, or implied or projected by, the forward-looking information and statements. Such risks and uncertainties include,
but are not limited to, the completion of the review and preparation of the Company’s financial statements and internal control
over financial reporting and disclosure controls and procedures and the timing thereof; the discovery of additional information; delays
in the Company’s financial reporting, including as a result of unanticipated factors; the Company’s ability to obtain necessary
waivers or amendments to the Loan Agreement in the future; the risk that the Company may become subject to future litigation; the Company’s
ability to remediate material weaknesses in its internal control over financial reporting; risks inherent in estimates or judgments relating
to the Company’s critical accounting policies, or any of the Company’s estimates or projections, which may prove to be inaccurate;
unanticipated factors in addition to the foregoing that may impact the Company’s financial and business projections and guidance
and may cause the Company’s actual results and outcomes to materially differ from its estimates, projections and guidance; and
those risks and uncertainties identified in the “Risk Factors” sections of the Company’s Annual Report on Form 10-K
for the year ended June 30, 2023, and its other subsequent filings with the SEC. Readers are cautioned not to place undue reliance on
these forward-looking statements. All forward-looking statements contained in this press release speak only as of the date on which they
were made. Except to the extent required by law, the Company undertakes no obligation to update such statements to reflect events that
occur or circumstances that exist after the date on which they were made.
Flux,
Flux Power, and associated logos are trademarks of Flux Power Holdings, Inc. All other third-party brands, products, trademarks, or registered
marks are the property of and used to identify the products or services of their respective owners.
Follow
us at:
Blog:
Flux Power Blog
News
Flux Power News
Twitter:
@FLUXpwr
LinkedIn:
Flux Power
View
source version on businesswire.com:
Media
& Investor Relations:
media@fluxpower.com
info@fluxpower.com
External
Investor Relations:
Chris
Tyson, Executive Vice President
MZ
Group - MZ North America
949-491-8235
FLUX@mzgroup.us
www.mzgroup.us
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