Flux Power Holdings, Inc. 8-K

What Happened
Flux Power Holdings, Inc. announced it entered into a Common Stock Purchase Agreement and a Registration Rights Agreement with Roth Principal Investments, LLC on May 15, 2026. Under the agreement the company may, at its option and subject to conditions (including an effective SEC registration statement), sell up to $40,000,000 of common stock to Roth over a period beginning at Commencement and lasting up to 36 months. The resale mechanics allow Market Open, Intraday, Pre‑Market and Post‑Market purchases tied to Nasdaq trading volume and VWAP-based pricing.

Key Details

• Commitment amount: up to $40,000,000 of common stock; Purchase Shares registered up to 38,461,538 shares (subject to VWAP pricing and adjustments).
• Nasdaq exchange cap: without shareholder approval the Company may not issue more than 4,272,062 shares under Nasdaq rules (equal to 19.999% of outstanding shares pre-agreement); Roth’s beneficial ownership limited to 4.99%.
• Pricing and timing: per‑share prices set by VWAP during specified valuation periods; Market Open/Intraday purchases include a 3.0% discount to VWAP, Pre/Post‑Market purchases include a 5.25% discount; purchases require the prior day closing price to be at least $0.50.
• Fees and costs: Flux paid a $25,000 structuring fee and agreed to a $800,000 cash commitment fee (2.0% of $40M) payable from initial proceeds at a 10% participation rate; reimbursed Roth legal fees of $75,000 upfront and up to $7,500/quarter thereafter; Digital Offering engaged as qualified independent underwriter for $50,000.
• Other: Company controls if/when to draw on the facility (no obligation to sell); resale via Roth affiliate broker RCP triggers FINRA Rule 5121 procedures.

Why It Matters
This agreement gives Flux Power a flexible source of equity financing it can tap as needed, which could help fund working capital and operations without negotiating separate financings each time. However, if the company draws on the full commitment it could increase the number of shares outstanding and dilute existing shareholders. Practical limits (the Nasdaq exchange cap and the 4.99% beneficial ownership cap) and VWAP/timing mechanics constrain how many shares can be sold at any one time. Investors should watch for (1) the company’s registration statement effectiveness (a condition for Commencement), (2) any notices of sales under the facility, and (3) the pace of draws, which will determine actual dilution and proceeds received.