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As filed with the U.S. Securities and Exchange Commission on ~~October~~May 2022, ~~2025~~2026.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

FLUX POWER HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Nevada		3690		92-3550089
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

2685 S. Melrose Drive,

Vista, California 92081

Telephone: (877) 505-3589

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Krishna Vanka

Chief Executive Officer

c/o Flux Power Holdings, Inc.

2685 S. Melrose Drive,

Vista, California 92081

Telephone: (877) 505-3589

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Ryan J. Gunderson

Traci A. Biedermann

Gunderson Dettmer Stough Villeneuve

Franklin & Hachigian, LLP

3570 Carmel Mountain Road

Suite 200

San Diego, CA 92130

(858) 436-8000

Brian H. Schusterman

James B. Robertson

McDonald Carano LLP

100 W. Liberty Street, Tenth

Floor, Reno, NV 89501

(775) 788-2000

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

~~This~~The ~~Registration~~registrant ~~Statement~~hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall ~~hereafter~~file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with ~~the provisions of~~ Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

If the Securities and Exchange Commission resumes full operation before the Registration Statement becomes effective, we may file an amendment to this Registration Statement requesting a delay or change in the effectiveness of the Registration Statement.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Preliminary Prospectus Subject To Completion Dated ~~October~~May 2022, ~~2025~~2026

3Up to 38,~~644~~461,~~289~~ 538 Shares of Common Stock

This prospectus relates to the offer and ~~resale~~sale ~~by the selling stockholders identified in this prospectus (the “Selling Stockholders”)~~ of up to ~~an aggregate of 3~~38,~~644~~461,~~289~~538 shares ~~(the “Shares”)~~ of our common stock, par value $0.001 per share (~~the~~ “~~Common~~common ~~Stock~~stock”), ~~consisting~~ of upFlux toPower ~~(i) 2~~Holdings,~~429,523~~ ~~shares of Common Stock issuable upon conversion of shares of Series A Convertible Preferred Stock, $0~~Inc.~~001~~, ~~par~~a ~~value~~Nevada ~~per~~corporation ~~share~~ (the “~~Series A Preferred Stock~~Company”), ~~issuable~~“we” ~~upon~~or ~~exercise of pre-funded warrants, with a per share exercise price of $0.001 (the~~ “~~Pre-Funded Warrants~~us”), ~~and~~by upRoth ~~to (ii) 1~~Principal Investments,~~214,766~~ ~~shares of Common Stock issuable upon the exercise of common warrants~~LLC, ~~with~~whom awe ~~per~~refer ~~share~~to ~~exercise~~in ~~price~~this ofprospectus ~~$1.715~~as ~~(the~~ “~~Common~~Roth ~~Warrants~~Principal Investments” ~~and,~~or ~~together with~~ the ~~Pre-Funded Warrants, the~~ “~~Warrants”)~~Selling Stockholder.”

The ~~Warrants~~shares ~~were~~of ~~acquired~~our bycommon ~~the~~stock ~~Selling~~to ~~Stockholders~~which inthis aprospectus ~~private~~relates ~~placement~~may ~~transaction~~be issued by us to Roth Principal Investments pursuant to a ~~Securities~~Common Stock Purchase Agreement, dated ~~July~~ 18as of May 15, ~~2025~~2026, aswe ~~amended~~entered ~~and~~into ~~restated~~with onRoth ~~September~~Principal ~~15,~~Investments ~~2025~~(the “Purchase Agreement”). Such Weshares ~~are~~of ~~registering~~our ~~the~~common ~~resale~~stock consist of up to 38,461,538 shares (the “Purchase Shares”) ~~covered~~that bywe ~~this~~may, ~~prospectus~~in asour sole discretion, ~~required~~elect byto asell ~~registration~~to ~~rights~~Roth ~~agreement~~Principal Investments, ~~dated~~from ~~September~~time ~~15,~~to ~~2025,~~time byafter ~~and~~the ~~among~~date of this prospectus, pursuant to the ~~Company~~Purchase ~~and~~Agreement. As of the ~~Selling~~date ~~Stockholders~~of (this prospectus, we have not issued any shares of our common stock to Roth Principal Investments under the ~~“Registration~~Purchase ~~Rights~~ Agreement”).

~~The~~We ~~Selling~~are ~~Stockholders,~~not orselling any ofsecurities ~~their~~under ~~respective~~this ~~pledgees,~~prospectus ~~assignees~~ and ~~successors-in-interest,~~will ~~may~~not ~~sell~~receive ~~the~~any ~~Shares~~of ~~through~~the ~~public~~proceeds ~~or private~~from ~~transactions~~the atsale ~~prevailing~~of ~~market~~our ~~prices,~~common atstock ~~prices~~by ~~related to prevailing market prices or at privately negotiated prices. The~~the Selling ~~Stockholders~~Stockholder. ~~may sell any~~However, ~~all~~we ormay ~~none~~receive ofup ~~the~~to ~~Shares offered by this prospectus~~$40,000,000 ~~and~~aggregate wegross doproceeds ~~not~~under ~~know when or in what amount~~ the ~~Selling~~ ~~Stockholders~~Purchase ~~may~~Agreement ~~sell~~from ~~their~~sales ~~Shares hereunder following the effective date~~ of ~~this registration statement. We provide more information~~our ~~about~~common ~~how~~stock awe ~~Selling Stockholder~~ may ~~sell~~elect ~~its~~to ~~Shares~~make into ~~the~~Roth ~~section~~Principal ~~titled~~Investments ~~“Plan~~pursuant ~~of Distribution” on page 76 of this prospectus. We have agreed~~ to ~~bear all of~~ the ~~expenses~~Purchase ~~incurred~~Agreement inafter ~~connection with~~ the ~~registration~~date of ~~the~~this ~~Shares, except the Selling~~prospectus. ~~Stockholders~~See ~~will~~“The ~~pay~~Committed orEquity ~~assume~~Facility” ~~discounts,~~for ~~commissions,~~a ~~fees~~description of ~~underwriters,~~the ~~selling~~Purchase ~~brokers~~Agreement ~~or dealer managers~~ and ~~similar~~“Selling ~~expenses, if~~Stockholder” ~~any, incurred~~ for additional ~~the~~information ~~sale~~regarding ofRoth ~~the~~Principal ~~Shares~~Investments.

WeRoth ~~will~~Principal ~~not~~Investments ~~receive~~may ~~any~~sell or otherwise dispose of the ~~proceeds~~common ~~from~~stock ~~sales~~described byin ~~the~~this ~~Selling~~prospectus ~~Stockholders~~in a number of ~~the~~different ~~Shares~~ways and at varying prices. ~~Upon~~See ~~any~~“Plan ~~exercise~~of Distribution (Conflict of ~~the~~Interest)” ~~Warrants~~for bymore ~~payment~~information about how Roth Principal Investments may sell or otherwise dispose of ~~cash,~~our ~~however,~~common westock ~~will~~pursuant ~~receive~~to ~~the~~this ~~cash~~prospectus. ~~exercise~~Roth ~~price~~Principal ~~paid~~Investments byis an “underwriter” within the ~~holders~~meaning of ~~the~~Section ~~Warrants.~~2(a)(11) ~~See~~of ~~“Use~~the Securities Act of ~~Proceeds”~~1933, onas ~~page 26~~amended, ofor ~~this~~the ~~prospectus~~Securities Act.

~~Our~~We ~~shares~~will pay the expenses incurred in registering under the Securities Act the offer and sale of ~~Common~~the ~~Stock~~shares ~~are~~of ~~listed~~our oncommon ~~The~~stock ~~Nasdaq~~to ~~Capital~~which this ~~Market~~prospectus ~~under~~relates by the ~~symbol~~Selling ~~“FLUX~~Stockholder, including legal and accounting fees.” OnWe ~~October~~have ~~17,~~also ~~2025~~engaged Digital Offering, ~~the~~LLC ~~last~~(“Digital ~~reported~~Offering”) ~~sale~~to ~~price~~act ofas ~~our~~a ~~Common~~“qualified ~~Stock~~independent onunderwriter” ~~The~~in ~~Nasdaq~~this ~~Capital~~offering ~~Market~~and ~~was~~have $5agreed to pay their fees for such services.37 ~~per~~See ~~share~~“Plan of Distribution (Conflict of Interest)” beginning on page 93.

~~Investing~~Our inshares of our ~~Common~~common ~~Stock~~stock ~~involves~~are alisted ~~high~~on ~~degree~~The ofNasdaq ~~risk.~~Capital ~~You~~Market ~~should~~under ~~review carefully~~ the ~~risks~~symbol ~~and~~“FLUX.” ~~uncertainties~~On ~~described~~May in21, 2026, the ~~section~~last reported ~~entitled~~sale ~~“Risk~~price ~~Factors”~~of ~~beginning~~our oncommon ~~page~~stock 11on ofThe ~~this~~Nasdaq ~~prospectus~~Capital ~~before~~Market ~~buying~~was ~~our~~$0.99 ~~Common~~per ~~Stock~~share.

Investing in our common stock involves a high degree of risk. You should review carefully the risks and uncertainties described in the section entitled “Risk Factors” beginning on page 13 of this prospectus before buying our common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is , ~~2025~~2026.

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS	1
MARKET AND INDUSTRY DATA	1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	21
PROSPECTUS SUMMARY	4
THE OFFERING	1011
RISK FACTORS	1113
USE OF PROCEEDS	26
THE COMMITTED EQUITY FACILITY	30
MARKET INFORMATION FOR COMMON STOCK AND DIVIDEND POLICY	27
USE OF PROCEEDS	41
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	28
MARKET INFORMATION FOR COMMON STOCK AND DIVIDEND POLICY	42
BUSINESS	37
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	43
MANAGEMENT	53
BUSINESS	56
EXECUTIVE COMPENSATION	59
MANAGEMENT	72
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	65
EXECUTIVE COMPENSATION	78
PRINCIPAL SECURITYHOLDERS	67
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	83
DESCRIPTION OF CAPITAL STOCK	68
PRINCIPAL SECURITYHOLDERS	85
SELLING STOCKHOLDERS	72
DESCRIPTION OF CAPITAL STOCK	87
PLAN OF DISTRIBUTION	76
SELLING STOCKHOLDER	91
LEGAL MATTERS	77
PLAN OF DISTRIBUTION (CONFLICT OF INTEREST)	93
EXPERTS	77
LEGAL MATTERS	96
WHERE YOU CAN FIND MORE INFORMATION	77
EXPERTS	96
INDEX TO FINANCIAL STATEMENTS	F-1
WHERE YOU CAN FIND MORE INFORMATION	96
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS	F-1

Neither we nor the Selling ~~Stockholders~~Stockholder have authorized anyone to provide you with information other than that contained in this prospectus or any free writing prospectus prepared by or on behalf of us or to which we have referred you. We and the Selling ~~Stockholders~~Stockholder take no ~~responsibility~~ responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. The Selling ~~Stockholders~~ ~~are~~Stockholder is offering to sell, and seeking offers to buy, the securities only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date on the front cover page of this prospectus, or other earlier date stated in this prospectus, regardless of the time of delivery of this prospectus or of any sale of our securities.

No action is being taken in any jurisdiction outside the United States to permit a public offering of our securities or possession or distribution of this prospectus in that jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to this offering and the distribution of this prospectus applicable to that jurisdiction.

ABOUT THIS PROSPECTUS

Neither we nor the Selling ~~Stockholders~~Stockholder have authorized anyone to provide you with any information or to make any representations other than ~~that~~ that contained in this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. We take no no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. Neither we we nor the Selling ~~Stockholders~~Stockholder are making an offer to sell securities in any jurisdiction in which the offer or sale is not permitted. ~~The~~ The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our shares of ~~Common~~our ~~Stock~~common stock and the information in any free writing prospectus that we may provide to you in connection with this offering is accurate only as of the date of that free writing prospectus. Our business, financial condition, results of operations and prospects may have changed since those dates.

You should rely only on the information contained in this prospectus and any free writing prospectus prepared by or on behalf of us or to which we have referred you. Neither we nor the Selling ~~Stockholders~~Stockholder have authorized anyone to provide you with information that is different. We and the Selling ~~Stockholders~~Stockholder are offering to sell ~~the~~our ~~Common~~common ~~Stock~~stock only in jurisdictions where offers and sales are permitted. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of the shares of Common Stock.

For investors outside the United States: We have not, and the Selling ~~Stockholders~~Stockholder ~~have~~has not, done anything that would permit this offering, or possession or distribution of this prospectus, in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities and the distribution of this prospectus outside of the United States.

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

MARKET AND INDUSTRY DATA

This prospectus contains statistical data, estimates and information concerning our industry, including market position and the size and growth rates of the markets in which we participate, that are based on independent industry publications and reports or other publicly available information, as well as other information based on our internal sources. Although we believe the market and industry data included in this prospectus are reliable and are based on reasonable assumptions, these data involve many assumptions and limitations, and you are cautioned not to give undue weight to these estimates. We have not independently verified the accuracy or completeness of the data contained in these industry publications and reports. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” These and other factors could cause results to differ materially from those expressed in these publications and reports.

Certain information included in this prospectus concerning our industry and the markets served by us, including our market share, is also based on our good-faith estimates derived from our management’s knowledge of the industry and other information currently available to us.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

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

● our ability to ~~continue~~amend ~~as a going concern; ● our ability to comply with~~ the terms of our agreement with Gibraltar Business Capital, LLC ~~for~~(“GBC”) and our continued access to our credit facility thereunder, which we have relied on historically and currently rely on to meet our anticipated capital resources and to fund our operations; ● ~~the~~our ~~expense,~~ability ~~timing and outcome of legal proceedings relating~~ to ~~our~~continue ~~accounting~~as ~~practices, financial disclosures and employment policies and practices, which includes, but are not limited to,~~ a ~~pending~~going purported federal securities class action and stockholder derivative lawsuit, certain employment lawsuits and other legal and governmental proceedings, investigations and information requests that may be initiated or that may be assertedconcern; ● our ability to meet projected revenue targets and generate sufficient cash from operations as a result of delays in new orders for our energy storage solutions, reflecting corresponding deferrals of new forklift purchases by selected large customer fleets caused by lower capital spending and interest rate variability, and more recently, global tariff uncertainties; ● our ability to remediate material weaknesses in our controls and procedures and also those identified in our internal control over financial reporting, or to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price; ● our ability to continue to meet the continued listing standards of ~~The~~the Nasdaq Stock Market ~~LLC~~; ● our ability to secure sufficient funding to support our current and proposed operations; ● our ability to manage our working capital requirements efficiently; ● our ability to obtain ~~the necessary funds from our credit facilities; ● our ability to obtain~~ raw materials and other supplies for our products at existing or competitive prices and on a timely basis; ● our anticipated growth strategies and our ability to manage the expansion of our business operations effectively; ● our ability to maintain or increase our market share in the competitive markets in which we do business; ● our ability to grow our revenue, increase our gross profit margin and become a profitable business; ● our ability to fulfill our backlog of open sales orders due to delays in the receipt of key component parts and other potential manufacturing disruptions; ● our ability to keep up with rapidly changing technologies and evolving industry standards, including our ability to achieve technological advances; ● our dependence on the growth in demand for our products; ● our ability to compete with larger companies with far greater resources than us; ● our ability to shift to new suppliers and incorporate new components into our products in a manner that is not disruptive to our business; ● our ability to obtain and maintain UL Listings and OEM approvals for our energy storage solutions; ● our ability to diversify our product offerings and capture new market opportunities;

● our ability to ~~grow~~source our ~~revenue,~~needs ~~increase~~for ~~our~~skilled ~~gross~~labor, ~~profit~~machinery, ~~margin~~parts, and ~~become~~raw amaterials ~~profitable business~~economically; ● our ability to ~~fulfill~~retain ~~our~~and/or ~~backlog~~successfully ofrecruit ~~open~~key ~~sales~~members ~~orders due to delays in the receipt~~ of ~~key~~our ~~component~~senior ~~parts~~management ~~and other potential manufacturing disruptions~~team; ● our ability to ~~keep~~diversify ~~up with rapidly changing technologies and evolving industry standards, including~~ our ~~ability~~customer base to ~~achieve~~reduce ~~technological advances; ●~~ our current dependence on ~~the~~a ~~growth~~few inmajor ~~demand for our products~~customers; ● ~~our~~the ~~ability~~impact toof ~~compete~~tariffs ~~with~~on ~~larger companies with far greater resources than us; ●~~ our ability to ~~shift~~cost-effectively tosource ~~new~~battery ~~suppliers~~packs and ~~incorporate~~materials ~~new~~used ~~components into our products~~ in ~~a manner that is not disruptive to~~ our ~~business~~products; ~~● our ability to obtain~~ and ~~maintain UL Listings and OEM approvals for our energy storage solutions;~~ ● ~~our~~the ~~ability~~expense, totiming ~~diversify our product offerings~~ and ~~capture~~outcome ~~new~~of ~~market~~legal ~~opportunities;~~proceedings ●relating ~~our ability~~ to ~~source~~ our ~~needs~~accounting ~~for skilled labor~~practices, ~~machinery,~~financial ~~parts,~~disclosures and ~~raw~~employment ~~materials~~policies ~~economically;~~and ●practices, ~~our~~which ~~ability~~includes, tobut ~~retain~~are ~~and/or~~not ~~successfully~~limited ~~recruit~~to, ~~key~~a ~~members~~pending offederal ~~our~~securities ~~senior~~class ~~management~~action ~~team;~~and ●stockholder ~~our~~derivative ~~dependence~~lawsuit, oncertain ~~our~~employment ~~major~~lawsuits ~~customers;~~ and ●other ~~the~~legal ~~impact~~and ofgovernmental ~~tariffs~~proceedings, oninvestigations ~~our~~and ~~ability~~information torequests ~~cost-effectively~~that ~~source~~may ~~battery~~be ~~packs~~initiated ~~and~~or ~~materials~~that ~~used~~may inbe ~~our products~~asserted.

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

The forward-looking statements contained in this prospectus are based on our current expectations and beliefs concerning future developments and their potential effects on our business. There can be no assurance that future developments affecting our business will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in the section entitled “Risk Factors.” Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible for us to predict all such risk factors, nor can we assess the effect of all such risk factors on our business or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

The forward-looking statements made by us in this prospectus speak only as of the date of this prospectus. Except to the extent required under the federal securities laws and rules and regulations of the Securities and Exchange Commission (“SEC”), we disclaim any obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. In light of these risks and uncertainties, there is no assurance that the events or results suggested by the forward-looking statements will in fact occur, and you should not place undue reliance on these forward-looking statements.

PROSPECTUS SUMMARY

The following summary highlights selected information contained elsewhere in this prospectus. This summary is not complete and does not contain all of the information you should consider before investing in our securities. You should read this entire prospectus carefully, including the sections entitled “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our consolidated financial statements and the related notes included elsewhere in this prospectus, before making an investment decision.

Overview

We design, develop, manufacture, and sell a portfolio of advanced lithium-ion energy storage solutions for electrification of a range of industrial and commercial sectors which include material handling and airport ground support equipment (“GSE”). We believe our mobile energy storage solutions provide our customers a reliable, high performing, cost effective, and more environmentally friendly alternative as compared to traditional lead acid and propane-based solutions. Our modular and scalable design allows different configurations of lithium-ion energy storage solutions to be paired with our proprietary wireless battery management system to provide the level of energy storage required and “state of the art” real time monitoring of pack performance. We believe that the increasing demand for lithium-ion energy storage solutions and more environmentally friendly energy storage solutions in the material handling sector should continue to drive our revenue growth.

Our Strategy

Our long-term strategy is to meet the rapidly growing demand for lithium-ion energy solutions and to be the supplier of choice, targeting large companies having energy storage needs. We have established selling relationships with customers with large fleets of forklifts and GSE. We intend to reach this goal by investing in research and development to expand our product mix, by expanding our sales and marketing efforts, improving our customer support efforts and improving production efficiencies. Our research and development efforts will continue to focus on providing adaptable, reliable and cost-effective energy storage solutions for our customers. We have received ~~two~~three patents, ~~with another patent pending,~~ on advanced technology related to lithium-ion energy storage solutions. The technology behind these patents is designed to:

	●	Increase battery life by optimizing the charging cycle,

	●	give users a better understanding of the health of their battery in use, and

	●	apply artificial intelligence to predictively balance the cells for optimal performance.

Our largest sector of penetration thus far has been the material handling sector which we believe is a multi-billion-dollar addressable market. We believe ~~the~~this sector will provide us with an opportunity to grow our business as we enhance both our product mix and service levels and to grow our sales to large fleets of forklifts and GSE. Applications of our modular packs for other industrial and commercial uses, such as mobile energy storage systems, are providing additional current growth and ~~further~~furthering opportunities. We intend to continue to expand our supply chain and customer partnerships and seek further partnerships and/or acquisitions that provide synergy toin ~~meeting~~order to meet our growth and “building scale” objectives.

~~Recent~~The ~~Developments~~Committed Equity Facility

~~Nasdaq~~On ~~Stock~~May ~~Market~~15, ~~Notices~~2026, we entered into the Purchase Agreement and a related registration rights agreement, dated as of May 15, 2026 (the “Registration Rights Agreement”), with Roth Principal Investments. Upon the terms and subject to the satisfaction of the conditions contained in the Purchase Agreement, we have the right, in our sole discretion, to sell to Roth Principal Investments up to $40,000,000 of shares of our common stock (subject to certain limitations contained in the Purchase Agreement) (the “Commitment Amount”), from time to time after the date of this prospectus and during the term of the Purchase Agreement through one or more Purchases (as defined below). Sales of our common stock pursuant to the Purchase Agreement, and the timing of any sales, are solely at our option, and we are under no obligation to sell any securities to Roth Principal Investments under the Purchase Agreement. In accordance with our obligations under the Registration Rights Agreement, we have filed the registration statement that includes this prospectus with the SEC to register under the Securities Act, the offer and resale by Roth Principal Investments of up to 38,461,538 Purchase Shares that we may, in our sole discretion, elect to sell to Roth Principal Investments, from time to time from and after the Commencement Date (defined below) pursuant to the Purchase Agreement.

On October 14, 2025, we received a notification (the “Notification”) from the Listing Qualifications Department (the “Staff”) of Nasdaq that it had regained compliance with Nasdaq’s continued listing rules because it met the requirement to have market value of listed securities of at least $35 million (the “Market Equity Requirement”). Nasdaq requires that for continued listing on the Nasdaq Capital Market, the Company must continue to meet all the requirements set forth in Rule 5550(a) and at least one of the standards set forth in Rule 5550(b). The standards set forth in 5550(b) include (i) having a minimum of $2,500,000 in stockholders’ equity (the “Stockholders’ Equity Requirement”), (ii) the Market Equity Requirement, or (iii) net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the three most recently completed fiscal years (the “Net Income Requirement”). The Notification also provided that, for a period of one year, the Staff of Nasdaq will monitor the Company’s compliance with the continued listing requirements. If, during such one-year period, the Company fails to comply with Rule 5550(b), the Staff of Nasdaq will issue a delist determination letter and the Company will have an opportunity to request a new hearing.

OnUpon ~~October~~the 2,initial ~~2025,~~satisfaction weof ~~filed~~each aof ~~registration~~the ~~statement~~conditions onto ~~Form~~Roth ~~S-1~~Principal ~~(File~~Investments’ ~~No.~~purchase ~~333-290680)~~obligations ~~with~~set forth in the ~~SEC~~Purchase Agreement ~~relating~~(the toinitial asatisfaction ~~proposed~~of ~~public~~all ~~offering~~ of ~~$12~~such ~~million~~conditions, ~~(or~~the ~~$13.8~~“Commencement”), ~~million~~none ~~with~~of ~~the~~which ~~underwriter’s~~are ~~option~~within toRoth ~~purchase~~Principal Investments’ ~~additional~~control, ~~shares)~~including ofthat ~~shares~~the ofregistration ~~our~~statement ~~Common~~that ~~Stock,~~includes ~~with an~~this ~~alternative~~prospectus ~~for~~shall ~~certain~~have ~~investors~~been todeclared ~~opt~~effective by ~~for~~the ~~pre-funded~~SEC, ~~warrants~~we ~~instead~~have (the ~~“Primary~~right, ~~Offering~~but ~~Registration~~not ~~Statement”) to~~the obligation, ~~among~~from ~~other~~time ~~reasons,~~to ~~increase~~time at our ~~stockholders’~~sole ~~equity~~discretion sofor ~~that~~a weperiod ~~can~~of beup into ~~compliance~~36 ~~with~~months (unless the ~~Stockholders’~~Purchase ~~Equity Requirement.~~Agreement ~~However~~is earlier terminated), beginning on the ~~Primary~~date ~~Offering~~on ~~Registration~~which ~~Statement~~the ~~has~~Commencement ~~not~~occurs ~~yet~~(such ~~been~~date, ~~declared~~the ~~effective~~“Commencement Date” and ~~while~~such weperiod, ~~have~~the ~~filed~~“Commitment anPeriod”), ~~amendment~~ to ~~allow~~direct ~~the~~Roth ~~Registration~~Principal ~~Statement~~Investments to ~~become~~purchase ~~effective~~a inspecified ~~accordance~~number of ~~with~~shares ~~Section~~of 8our common stock (a)each, ofan ~~the~~“Market ~~Securities~~Open ~~Act~~Purchase”), ~~due~~not to exceed the ~~government~~lesser ~~shutdown~~of (such lesser number of shares, itthe ~~may~~“Market ~~not~~Open ~~become~~Purchase ~~effective.~~Maximum WeAmount”): ~~cannot~~(i) ~~provide~~2,000,000 ~~any~~shares ~~assurances~~of ~~whether~~our wecommon ~~will~~stock beand ~~able~~(ii) up to ~~complete~~a ancertain ~~offering~~percentage (not ~~pursuant~~ to ~~the~~exceed ~~Primary Offering~~25.0%), ~~Registration~~which ~~Statement~~we orwill ~~any~~specify ~~other~~in ~~offering.~~the Inapplicable ~~addition,~~Market ~~any~~Open ~~offering~~Purchase orNotice ~~financing,~~(as ~~whether~~defined ~~pursuant~~below) tofor ~~the~~such ~~Primary~~Market ~~Offering~~Open Purchase ~~Registration~~(such ~~Statement~~specified ~~or otherwise~~percentage, ~~will~~the ~~depend~~“Market onOpen aPurchase ~~number~~Percentage”), of ~~factors~~the ~~and~~total ~~market~~aggregate ~~conditions~~number ~~and~~(or ~~there~~volume) ~~can~~of beshares ~~no assurances that we~~of ~~will~~our ~~complete~~common ~~any~~stock ~~offering~~traded ~~with~~on aNasdaq ~~sufficient~~during ~~amount~~the ofapplicable ~~net~~Market ~~proceeds~~Open toPurchase ~~satisfy~~Valuation ~~the~~Period ~~Stockholders’~~(as ~~Equity~~defined ~~Requirement~~below) orfor atsuch ~~all.~~Market Open ~~Any~~Purchase (such ~~offering~~specified number of ~~securities~~shares ~~will~~to be ~~made~~purchased by ~~means~~Roth ofPrincipal Investments, adjusted as necessary to give effect to the applicable ~~Primary~~Market ~~Offering~~Open ~~Registration~~Purchase ~~Statement~~Maximum ~~(only~~Amount ifas orset ~~once~~forth ~~effective)~~in orthe ~~other~~Purchase Agreement, the “Market Open Purchase Share Amount”), ~~applicable~~by ~~offering~~timely ~~document~~delivering ~~and~~written ~~this~~notice ~~prospectus~~of issuch ~~not~~Market anOpen ~~offer~~Purchase to ~~sell~~Roth orPrincipal ~~the~~Investments ~~solicitation~~(each, ofa an“Market ~~offer~~Open toPurchase ~~buy~~Notice”) prior ~~these~~to ~~securities~~9:00 a.m., ~~If we~~New ~~fail~~York toCity ~~comply~~time, ~~with~~on ~~the~~any ~~Nasdaq~~trading ~~listing~~day ~~requirements~~(each, ~~our~~a ~~Common~~“Purchase ~~Stock~~Date”), ~~will~~so belong ~~subject~~as to(a) ~~delisting~~the byclosing sale price of our common stock on Nasdaq. Inon the ~~event~~trading ~~our~~day ~~Common Stock~~immediately prior to such Purchase Date is ~~delisted,~~not ~~our~~less ~~stock~~than a threshold price of $0.50 (the “Threshold Price”), and ~~market~~(b) ~~liquidity~~all shares of ~~our~~common stock ~~will~~subject beto ~~adversely~~all ~~affected,~~prior ~~which~~Market ~~will~~Open ~~impact~~Purchases ~~our~~effected ~~ability~~by tous ~~sell~~under ~~securities~~the inPurchase Agreement on or before the ~~market.~~trading ~~Further,~~day ~~delisting~~immediately ~~from~~preceding ~~Nasdaq~~such ~~could~~Purchase ~~also~~Date have ~~other~~been ~~negative~~timely ~~effects,~~received ~~including~~by ~~potential~~Roth ~~loss~~Principal Investments ofon ~~confidence~~the applicable Purchase Share Delivery Dates for such prior Purchases in accordance with the Purchase Agreement. Each notice provided by ~~partners,~~us ~~lenders,~~to ~~suppliers~~Roth ~~and~~Principal ~~employees.~~Investments ~~See~~relating ~~“Risk~~to ~~Factors”~~the ~~for~~sale ~~additional~~of ~~information~~Purchase Shares is defined herein as a “Purchase Notice”.

~~Settlement~~The ~~Term~~per ~~Sheet~~share purchase price that Roth Principal Investments is required to pay for shares of our common stock in a Market Open Purchase effected by us pursuant to the Purchase Agreement, if any, will be determined by reference to the volume weighted average price of the our common stock (the “VWAP”), calculated in accordance with the Purchase Agreement, for the period (the “Market Open Purchase Valuation Period”) beginning at the official open (or “commencement”) of the regular trading session on Nasdaq on the applicable Purchase Date for such Purchase, and ending at the earliest to occur of (i) 3:59 p.m., New York City time, on such Purchase Date or such earlier time publicly announced by the trading market as the official close of the regular trading session on such Purchase Date, (ii) such time that the total aggregate number (or volume) of shares of our common stock traded on Nasdaq during such Market Open Purchase Valuation Period (calculated in accordance with the Purchase Agreement) reaches the applicable share volume maximum amount for such Market Open Purchase (the “Market Open Purchase Share Volume Maximum”), calculated by dividing (a) the applicable Market Open Purchase Share Amount for such Market Open Purchase, by (b) the Market Open Purchase Percentage we specified in the applicable Market Open Purchase Notice for such Market Open Purchase, and (iii) if we further specify in the applicable Market Open Purchase Notice for such Market Open Purchase that a “limit order discontinue election” (a “Limit Order Discontinue Election”) shall apply to such Market Open Purchase, such time that the trading price of our common stock on Nasdaq during such Market Open Purchase Valuation Period (calculated in accordance with the Purchase Agreement) falls below the applicable minimum price threshold for such Market Open Purchase specified by us in the Market Open Purchase Notice for such Market Open Purchase, or if we do not specify a minimum price threshold in such Market Open Purchase Notice, a price equal to 75.0% of the closing sale price of our common stock on the trading day immediately prior to the applicable Purchase Date for such purchase (the “Minimum Price Threshold”), less a fixed 3.0% discount to the VWAP for such Market Open Purchase Valuation Period (calculated in accordance with the Purchase Agreement).

OnUnder ~~July~~the ~~11,~~Purchase ~~2025~~Agreement, wefor ~~entered~~purposes ~~into~~of acalculating ~~settlement~~the ~~term~~volume ~~sheet~~of ~~(the~~shares ~~“Term~~of ~~Sheet”)~~common tostock ~~fully~~traded ~~resolve~~during ~~the~~a ~~previously~~Market ~~disclosed~~Open ~~class~~Purchase Valuation ~~action~~Period, ~~litigation~~as ~~captioned~~well ~~Kassam~~as v.the ~~Flux~~VWAP ~~Power~~for ~~Holdings,~~a ~~Inc.~~Market etOpen ~~al.~~Purchase ~~(Case~~Valuation ~~No.~~Period, ~~3:25-cv-00113-JO-DDL)~~the following transactions, ~~against~~to the ~~Company,~~extent ~~its~~they ~~former~~occur during ~~chief~~such ~~executive~~Market ~~officer,~~Open ~~Ronald~~Purchase F.Valuation ~~Dutt~~Period, ~~and~~shall ~~its~~be ~~former~~excluded: ~~chief~~(x) ~~financial~~the ~~officer,~~opening ~~Charles~~or A.first ~~Scheiwe~~purchase ~~(collectively,~~of ~~the~~common ~~“Defendants”). The~~stock ~~settlement~~at ~~was~~or ~~subsequently~~following ~~memorialized~~the official inopen aof ~~definitive~~the ~~settlement~~regular ~~agreement,~~trading ~~executed~~session on ~~August~~Nasdaq ~~27,~~on ~~2025,~~the ~~which~~applicable ~~was~~Purchase ~~filed~~Date ~~with the~~for ~~Court~~such onMarket ~~August~~Open 28Purchase, ~~2025~~(y) inthe ~~connection~~last ~~with~~or closing ansale ~~unopposed~~of ~~motion~~common ~~for~~stock ~~preliminary~~at ~~approval~~or prior to the official close of the ~~settlement,~~regular ~~which~~trading ~~motion~~session ~~will~~on ~~be heard~~Nasdaq byon the ~~Court~~applicable onPurchase ~~October~~Date for 23such Market Open Purchase, ~~2025.~~and ~~For~~(z) ~~additional~~if ~~information~~we ~~about~~have specified in the ~~case,~~applicable ~~see~~Market Open Purchase Notice for such Market Open Purchase that a “~~Business—Legal~~limit ~~Proceedings.~~order continue election” In ~~settling~~(a ~~the~~“Limit ~~class~~Order ~~action~~Continue Election”), ~~the~~rather ~~Company~~than isa ~~not~~Limit ~~admitting~~Order ~~any~~Discontinue Election, ~~liability~~shall apply to such Market Open Purchase, all purchases and ~~neither~~sales ~~the~~of ~~Term~~common ~~Sheet~~stock ~~nor~~on ~~the~~Nasdaq ~~definitive~~during ~~settlement~~such ~~agreement~~Market Open Purchase ~~constitutes~~Valuation anPeriod ~~admission~~at ofa ~~liability~~price orper anshare ~~admission~~that ~~regarding~~is less than the ~~accuracy~~applicable ofMinimum ~~any~~Price ~~allegation~~Threshold ~~made~~for bysuch ~~the~~Market ~~plaintiffs~~Open Purchase.

The settlement provides for, among other things, the final dismissal of the litigation and a release of claims against the Defendants in exchange for the Company establishing a $1.75 million escrowed settlement fund to cover payments to the settlement class, attorneys’ fees and settlement administration expenses.

The settlement class will consist of all persons or entities who purchased publicly traded Common Stock of the Company between November 15, 2021 and February 14, 2025, but will exclude (i) persons who suffered no compensable losses; and (ii) the Defendants; present and former officers, directors, or control persons of the Company at all relevant times; members of their immediate families and their legal representatives, heirs, successors, predecessors or assigns; present and former parents, subsidiaries, assigns, successors, and predecessors of the Company; and any entity in which any of the persons excluded hereunder has or had a controlling or majority ownership interest in the Company at any time. The plaintiff’s motion seeks certification of the settlement class, and, for settlement purposes only, Defendants will not object to certification of the action as a class action.

Final settlement is subject to, among other things, court approval of such agreement. If the settlement does not obtain approval, the parties agree that the settlement class will be decertified without prejudice, and that all the parties will revert to their pre-settlement positions.

WeFrom ~~expect~~and ~~our~~after ~~liability~~the ~~insurers~~Commencement Date, in addition to ~~directly~~Market ~~fund~~Open ~~approximately~~Purchases ~~$1.15~~described ~~million~~above, we will also have the right, but not the obligation, subject to the continued satisfaction of the ~~settlement~~conditions ~~fund.~~set ~~The~~forth ~~Company~~in ~~estimates~~the Purchase Agreement, to direct Roth Principal Investments to purchase, on any trading day that itwould ~~will~~qualify as a Purchase Date, whether or not a Market Open Purchase is effected on such Purchase ~~contribute~~Date, ~~approximately~~a ~~$600~~specified number of shares of common stock (each, an “Intraday Purchase”), not to exceed the lesser of (such lesser number of shares, the “Intraday Purchase Maximum Amount”): (i) 2,000,000 shares of common stock and (ii) up to a certain percentage (not to exceed 25.0%), which we will specify in the ~~settlement~~applicable ~~fund~~Intraday Purchase Notice (as ~~its~~defined ~~remaining~~below) ~~retention/deductible~~for ~~related~~such Intraday Purchase (such specified percentage, the “Intraday Purchase Percentage”), of the total aggregate volume of shares of our common stock traded on Nasdaq during the applicable “Intraday Purchase Valuation Period” (determined in a similar manner as the Market Open Purchase Valuation Periods for a Market Open Purchase) for such Intraday Purchase (such specified number of shares to ~~its~~be ~~insurance~~purchased ~~policy~~by Roth Principal Investments, adjusted to the extent necessary to give effect to the applicable Intraday Purchase Maximum Amount as set forth in the Purchase Agreement, the “Intraday Purchase Share Amount”), by the delivery to Roth Principal Investments of an irrevocable written purchase notice for such Intraday Purchase, after 10:00 a.m., New York City time (and after the Market Open Purchase Valuation Period for any earlier Market Open Purchase and the Intraday Purchase Valuation Period for the most recent prior Intraday Purchase effected on the same Purchase Date as such applicable Intraday Purchase, if applicable, have ended), and prior to 2:00 p.m., New York City time, on such Purchase Date (each, an “Intraday Purchase Notice”), so long as (i) the closing sale price of our common stock on Nasdaq on the trading day immediately prior to such Purchase Date is not less than the Threshold Price and (ii) all shares of our common stock subject to all prior Purchases effected by us under the Purchase Agreement on or before the trading day immediately preceding such Purchase Date have been timely received by Roth Principal Investments on the applicable Purchase Share Delivery Dates for such prior Purchases in accordance with the Purchase Agreement.

~~Special~~The ~~Meeting~~per share purchase price for the shares of ~~Stockholders~~our common stock that we elect to sell to Roth Principal Investments in an Intraday Purchase pursuant to the Purchase Agreement, if any, will be calculated in the same manner as in the case of a Market Open Purchase (including the same fixed 3.0% discount to the applicable VWAP used to calculate the per share purchase price for a Market Open Purchase, as described above), provided that the VWAP for each Intraday Purchase effected on a Purchase Date will be calculated over different Intraday Purchase Valuation Periods during the regular trading session on Nasdaq on such Purchase Date, each of which will commence and end at different times on such Purchase Date.

OnFrom ~~August~~and ~~29,~~after ~~2025~~the Commencement Date, atin aaddition ~~Special~~to ~~Meeting~~Market ofOpen ~~Stockholders,~~Purchases ~~our~~and ~~stockholders~~Intraday ~~approved~~Purchases ~~the~~described ~~following~~above, ~~proposals:~~we ~~(1)~~will ~~the~~also ~~amendment~~have ~~and~~the ~~restatement~~right, ofbut not the ~~Company’s~~obligation, ~~Amended~~subject ~~and~~to ~~Restated~~the ~~Articles~~continued satisfaction of ~~Incorporation~~the asconditions ~~amended~~set ~~and~~forth ~~currently~~ in ~~effect (~~the ~~“Articles”) to,~~Purchase ~~among other things~~Agreement, ~~(i)~~to ~~increase~~direct ~~the~~Roth ~~aggregate~~Principal Investments ~~number~~to ofpurchase ~~authorized~~ shares of ~~preferred~~common stock ~~from~~in ~~500,000~~one toor ~~3,000,000,~~more ~~$0.001~~Pre-Market ~~par value~~Purchases ~~per~~and ~~share~~Post-Market Purchases (~~“Preferred~~each ~~Stock”~~as defined below), on ~~(ii)~~any ~~grant~~trading ~~the~~day ~~Board~~that ofwould ~~Directors~~qualify ~~authority~~as toa ~~fix~~Purchase ~~the~~Date. ~~rights~~The ~~and~~maximum ~~preferences~~number of ~~the Preferred~~shares ~~Stock~~in byany ~~resolution~~Pre-Market ~~from~~Purchase ~~time~~or toPost-Market ~~time,~~Purchase may ~~and~~not ~~(iii)~~exceed ~~designate~~the lesser of 1,000,000 shares ~~of Preferred Stock as “Series A Convertible Preferred Stock”, with rights, preferences, privileges~~ and ~~restrictions~~up ~~all~~to asa ~~set~~certain ~~forth~~percentage ~~in the Second Amended and Restated Articles of Incorporation~~ (~~the~~not ~~“Restated~~to ~~Articles”),~~exceed ~~and (2~~20.0%) ~~the reservation and issuance~~ of ~~such~~the ~~number~~total ofaggregate ~~shares~~volume of ~~Common Stock~~shares ~~issuable~~traded induring ~~connection with~~ the ~~conversion~~applicable ofvaluation ~~the~~period. ~~shares~~The ofper ~~Series~~share Apurchase ~~Preferred~~price ~~Stock~~for ~~which~~shares ~~are~~purchased ~~issuable~~in ~~upon~~Pre-Market ~~exercise~~Purchases ofand ~~certain prefunded~~Post-Market ~~warrants,~~Purchases ~~and~~will ~~exercise~~be ofdetermined ~~certain~~by ~~common~~reference ~~stock~~to ~~warrants~~the ~~issued~~VWAP ~~and~~during ~~issuable in~~ the ~~Private~~applicable ~~Placement~~valuation ~~(as defined below)~~period, ~~which~~less ~~total issuance~~a ~~could~~fixed ~~exceed 20~~5.25% ofdiscount ~~the amount outstanding of Common Stock prior~~ to ~~the~~such ~~Private Placement for purposes of complying with Nasdaq Listing Rule 5635(d)~~VWAP.

~~Second~~There ~~Amended~~is no upper limit on the price per share that Roth Principal Investments could be obligated to pay for the our common stock we may elect to sell to it in any Market Open Purchase, any Intraday Purchase, any Pre-Market Purchase or any Post-Market Purchase under the Purchase Agreement. In the case of Market Open Purchases, Intraday Purchases, Pre-Market Purchases and ~~Restated~~Post-Market ~~Articles~~Purchases effected by us under the Purchase Agreement, if any, all share and dollar amounts used in determining the purchase price per share of ~~Incorporation~~our common stock to be purchased by Roth Principal Investments in a Market Open Purchase, an Intraday Purchase, a Pre-Market Purchase or a Post-Market Purchase (as applicable), or in determining the applicable maximum purchase share amounts or applicable volume or price threshold amounts in connection with any such Purchase (as applicable), in each case, will be equitably adjusted as set forth in the Purchase Agreement for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction occurring during any period used to calculate such per share purchase price, maximum purchase share amounts or applicable volume or minimum price thresholds.

On September 10, 2025, we filed the Restated Articles with the Secretary of State of the State of Nevada (“Nevada Secretary of State”) to among other things, (i) increase the aggregate number of authorized shares of Preferred Stock from 500,000 to 3,000,000, (ii) grant our Board of Directors authority to fix the rights and preferences of the Preferred Stock by resolution from time to time, and (iii) designate 1,000,000 shares of Preferred Stock as “Series A Convertible Preferred Stock,” with rights, preferences, privileges and restrictions set forth therein. The Restated Articles became effective upon filing with the Nevada Secretary of State on September 10, 2025. The Restated Articles did not have any effect on the par value per share of our Common Stock. See “Description of Capital Stock—The Series A Preferred Stock” for a description of the material rights, features, privileges and limitations of the Series A Preferred Stock.

Private Placement

On July 18, 2025, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited investors (the “Initial Purchaser(s)”) pursuant to which the Company agreed to sell an initial aggregate amount of approximately $2.9 million in Prefunded Warrants at a purchase price equal to $19.369 per warrant (the “Purchase Price”), subject to certain closing conditions. Each Prefunded Warrant entitled the holder to purchase one share of the Company’s Series A Preferred Stock for $0.001 per share. Purchasers of Prefunded Warrants were also issued an additional five (5) year warrant to purchase a number of shares of Common Stock per share equal to fifty percent (50%) of the number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock. The Warrants, the shares of Series A Preferred Stock issuable upon exercise of the Prefunded Warrants, and the shares of Common Stock issuable upon exercise of the Common Warrants are referred herein as the “Private Placement Securities.” On September 15, 2025, we entered into the Amended and Restated Purchase Agreement with certain of the Initial Purchasers and certain additional investors (collectively, the “Purchasers”) pursuant to which, among other things, the Purchasers agreed to subscribe for and purchase, and we agreed to issue and sell to the Purchasers, collectively, an aggregate of 258,144 Prefunded Warrants and 1,214,766 Common Warrants at the Purchase Price for gross proceeds of approximately $5.0 million (the “Private Placement”). The Purchase Price was paid in cash or, in lieu of cash, cancellation of certain existing debt of the Company.

The closing of the Private Placement contemplated by the Amended and Restated Purchase Agreement occurred simultaneously on September 15, 2025 upon the satisfaction of certain customary conditions (the “Closing”). As of the Closing, there were no shares of Series A Preferred Stock issued or outstanding. We intend to use the net proceeds from the Private Placement for general corporate purposes and growth capital.

~~The~~We ~~Private~~will ~~Placement~~control ~~Securities~~the ~~were~~timing ~~offered~~and toamount aof ~~small~~any ~~select~~sales ~~group~~ of ~~accredited~~our ~~investors,~~common asstock ~~defined~~to inRoth ~~Rule~~Principal ~~501~~Investments ofthat ~~Regulation~~we Dmay elect, ~~all~~in our sole discretion, ofto ~~whom~~effect ~~have~~from atime ~~substantial~~to ~~pre-existing~~time ~~relationship~~from ~~with~~and after the ~~Company.~~Commencement ~~Certain~~Date ~~affiliates~~and during the term of the ~~Company~~Purchase ~~participated~~Agreement. inActual sales of shares of our common stock to Roth Principal Investments under the ~~Private~~Purchase Agreement will depend on a variety of factors to be determined by ~~Placement~~us from time to time, including, among ~~which~~other ~~included~~things, ~~Krishna~~market ~~Vanka~~conditions, ~~our~~the ~~Chief~~trading ~~Executive~~price ~~Officer~~of the our common stock and ~~director,~~determinations by ~~Kevin~~us ~~Royal,~~as to the appropriate sources of funding for our ~~Chief~~company’s ~~Financial~~business ~~Officer,~~and ~~Jeffrey~~operations. The Company has no obligation to sell ~~Mason,~~any ~~our~~shares ~~Chief~~to ~~Operating~~Roth ~~Officer~~Principal Investments, ~~Dale~~and ~~Robinette,~~Roth ~~our~~Principal ~~director,~~Investments ~~Michael~~is ~~Johnson,~~obligated ~~our~~to ~~director,~~purchase shares only as directed by the Company and ~~Cleveland~~subject ~~Capital,~~to ~~L.P.~~the ~~(“Cleveland”)~~terms and conditions of the Purchase Agreement.

~~Prefunded~~Under ~~Warrant~~the applicable Nasdaq rules, in no event may we issue to Roth Principal Investments under the Purchase Agreement more than 4,272,062 shares of our common stock, which number of shares is equal to 19.999% of the shares of our common stock outstanding immediately prior to the execution of the Purchase Agreement (the “Exchange Cap”), unless (i) we obtain stockholder approval to issue shares of our common stock in excess of the Exchange Cap in accordance with applicable Nasdaq rules, or (ii) the average price per share paid by Roth Principal Investments for all of the shares of our common stock that we direct Roth Principal Investments to purchase from us pursuant to the Purchase Agreement, if any, equals or exceeds $1.2143 (representing the lower of (a) the official closing price of our common stock on Nasdaq on the trading day immediately prior to the execution of the Purchase Agreement and ~~Common~~(b) ~~Warrant~~the average official closing price of our common stock on Nasdaq for the five consecutive trading days ending on the trading day immediately prior to the execution of the Purchase Agreement, adjusted as required by Nasdaq to take into account, among other things, our payment of the Cash Commitment Fee (defined below) to Roth Principal Investments), so that the Exchange Cap limitation will not apply to issuances and sales of our common stock pursuant to the Purchase Agreement.

~~Each~~Moreover, ~~Prefunded~~we ~~Warrant~~may ~~has~~not anissue ~~exercise~~or ~~price~~sell ~~per~~any ~~share~~shares of ~~Series~~our Acommon ~~Preferred~~stock ~~Stock~~to ~~equal~~Roth toPrincipal ~~$0.001~~Investments ~~per~~under ~~share.~~the ~~The~~Purchase ~~Prefunded~~Agreement ~~Warrants~~which, ~~are~~when ~~immediately~~aggregated ~~exercisable~~with ~~upon~~all ~~the~~other ~~Closing~~shares of ~~the~~our ~~Private~~common ~~Placement~~stock ~~and~~then ~~expire~~beneficially ~~when~~owned ~~exercised~~by inRoth ~~full.~~Principal ~~The~~Investments ~~exercise price~~ and ~~the~~its ~~number~~affiliates of(as ~~shares~~calculated pursuant ofto ~~Series~~Section A13(d) ~~Preferred Stock issuable upon exercise~~ of ~~each Prefunded Warrant is subject to appropriate adjustments in~~ the ~~event~~Exchange ofAct, ~~certain stock dividends~~ and ~~distributions,~~Rule ~~stock~~13d-3 ~~splits~~thereunder), ~~stock~~would ~~combinations,~~result ~~reclassifications~~in orRoth ~~similar~~Principal ~~events~~Investments ~~affecting~~beneficially ~~the~~owning ~~Series A Preferred~~more ~~Stock~~than 4.99% ~~For a description~~ of the ~~material~~outstanding ~~rights,~~shares ~~features,~~of ~~privileges~~our ~~and~~common ~~limitations~~stock of (the ~~Series A Preferred Stock, see~~ “~~Description of~~Beneficial ~~Capital~~Ownership ~~Stock—The Series A Preferred Stock.~~Limitation”).

~~Each~~The ~~Common~~net ~~Warrant~~proceeds ~~has~~to anus ~~initial~~from ~~exercise~~sales ~~price~~that ofwe ~~$1.715,~~elect ~~which~~to ismake ~~equal~~ to ~~the~~Roth ~~20-day~~Principal ~~volume~~Investments ~~weighted~~under ~~average~~the ~~price~~Purchase ~~(“VWAP”) per~~Agreement, ~~share~~if ofany, ~~Common~~will ~~Stock~~depend ~~immediately preceding~~ on the ~~Closing~~frequency ofand ~~the~~prices ~~Private~~at ~~Placement~~which ~~(subject~~we tosell ~~adjustment~~shares ~~therein), is exercisable immediately following issuance and has a term~~ of ~~five~~our ~~(5)~~common ~~years~~stock ~~from~~to ~~the~~Roth ~~initial~~Principal ~~issuance date~~Investments. ~~The~~We ~~Common~~expect ~~Warrant has a “cashless exercise” provision which provides~~ that ~~the~~any ~~Common~~proceeds ~~Warrant can be exercised without further payment to the Company. The exercise~~received ~~price~~by ~~and~~us ~~the~~from ~~number~~such ofsales ~~shares~~ of Common Stock ~~issuable upon exercise of each Common Warrant is subject~~ to ~~appropriate~~Roth ~~adjustments~~Principal ~~in the~~Investments ~~event~~will ofbe ~~certain~~used ~~stock~~for ~~dividends~~working capital and ~~distributions,~~general ~~stock~~corporate ~~splits, stock combinations, reclassifications or similar events affecting the Common Stock~~purposes.

InThere ~~addition~~are no restrictions on future financings, rights of first refusal, participation rights, penalties or liquidated damages in the ~~Warrants~~Purchase Agreement ~~may~~or ~~not~~Registration beRights ~~exercised~~Agreement, other than a prohibition (with certain limited exceptions) on entering into specified “Variable Rate Transactions” (as such term is defined in ~~full~~the ~~and~~Purchase ~~may~~Agreement) ~~not~~during bethe ~~exercised~~term toof the ~~extent~~Purchase ~~that~~Agreement. ~~immediately~~Such ~~following~~transactions include, ~~such~~among ~~exercise~~others, the ~~holder~~issuance ~~would~~of ~~beneficially~~convertible ~~own~~securities ~~greater~~with ~~than~~a ~~4.99%~~conversion or, atexercise price that is based upon or varies with the trading ~~election~~price of our common stock after the ~~holder~~date of issuance, ~~greater~~or ~~than~~our ~~9.99%~~effecting or entering into an agreement to effect an “equity line of ~~the~~credit” ~~Company’s~~or ~~outstanding~~other substantially similar continuous offering with a third party, in which we may offer, issue or sell common ~~Common~~stock ~~Stock~~or any securities exercisable, exchangeable or convertible into common stock at a future determined price.

~~Registration~~Roth ~~Rights~~Principal Investments has agreed that none of Roth Principal Investments, any of its officers, or any entity managed or controlled by Roth Principal Investments will engage in or effect, directly or indirectly, for Roth Principal Investments’ own account or for the principal account of any such entity managed or controlled by Roth Principal Investments, any short sales of the common stock or hedging transaction that establishes a net short position in the common stock during the term of the Purchase Agreement.

In connection with the Amended and Restated Purchase Agreement, the Company agreed to enter into the Registration Rights Agreement, pursuant to which the Company will prepare and file a registration statement with the SEC covering the resale of a number of shares of Common Stock underlying the Series A Preferred Stock and the Common Warrants issued pursuant to the Amended and Restated Purchase Agreement, and to use its commercially reasonable efforts to cause such registration statement to be declared effective by the SEC within seventy-five (75) days following the date of the registration statement.

Escrow Agreement

In connection with the Closing, the Company entered into an Escrow Agreement (the “Escrow Agreement”), with David L. Hill, II on behalf of Hill Innovative Law, LLC, as escrow agent (the “Escrow Agent”), pursuant to which the Escrow Agent agreed to hold and will disburse the total aggregate purchase price pursuant to the terms of the Escrow Agreement.

For additional information on the Private Placement, see “Business—Recent Developments—Private Placement.”

First Amendment to the Subordinated Unsecured Promissory Note

On July 16, 2025, we entered into a First Amendment to the Subordinated Unsecured Promissory Note (the “Note Amendment”) with Cleveland. The Note Amendment amended the due date set forth in the Subordinated Unsecured Promissory Note dated November 2, 2023 (the “Original Note” and as amended by the First Amendment, the “Cleveland Note”) issued by us to Cleveland in connection with a certain Credit Facility Agreement dated November 2, 2023 (the “Subordinated LOC”). Pursuant to the Note Amendment, the due date under the Original Note was changed from August 15, 2025 to September 30, 2025. See Note 8 – Related Party Debt Agreements to the audited consolidated financial statements included elsewhere in this prospectus for additional information regarding the Cleveland Note.

~~Debt~~The ~~Satisfaction~~Purchase Agreement will automatically terminate on the earliest to occur of (i) the first day of the month next following the 36-month anniversary of the Commencement Date, (ii) the date on which Roth Principal Investments shall have purchased from us under the Purchase Agreement shares of common stock for an aggregate gross purchase price of $40,000,000, (iii) the date on which the common stock shall have failed to be listed or quoted on Nasdaq or another U.S. national securities exchange identified as an “eligible market” in the Purchase Agreement for a period of one trading day, (iv) the 30th trading day after the date on which a voluntary or involuntary bankruptcy proceeding involving our company has been commenced that is not discharged or dismissed prior to such 30th trading day, and (v) the date on which a bankruptcy custodian is appointed for all or substantially all of our property or we make a general assignment for the benefit of creditors.

OnWe ~~September~~have ~~15,~~the ~~2025,~~right ~~concurrently~~to ~~with~~terminate the ~~closing~~Purchase ofAgreement ~~the~~at ~~Private~~any ~~Placement~~time after Commencement, weat ~~entered~~no ~~into~~cost aor ~~Debt~~penalty, ~~Satisfaction~~upon ~~Agreement~~10 ~~with~~trading ~~Cleveland~~days’ ~~(the~~prior ~~“Debt~~written ~~Satisfaction~~notice ~~Agreement”)~~to ~~pursuant~~Roth toPrincipal ~~which~~Investments. ~~Cleveland~~We ~~represented~~and ~~that~~Roth ~~the~~Principal ~~full~~Investments ~~subscription~~may ~~price~~also ~~for~~agree to terminate the ~~Private~~Purchase Agreement ~~Placement~~by ~~Securities~~mutual ~~acquired~~written ~~and~~consent, ~~issued~~provided inthat ~~the~~no ~~Private~~termination ~~Placement~~of tothe ~~Cleveland~~Purchase ~~were~~Agreement inwill ~~exchange~~be ~~for~~effective during the ~~full~~pendency ~~payment~~of ~~and~~any ~~settlement of~~Purchase ~~any~~that ~~and~~has ~~all~~not ~~obligations~~then offully ~~the~~settled ~~Company~~in ~~due~~accordance towith ~~Cleveland~~the ~~under~~Purchase ~~the~~Agreement. ~~Cleveland~~Neither ~~Note~~we ~~and~~nor ~~upon~~Roth ~~issuance~~Principal ofInvestments ~~the~~may ~~Private~~assign ~~Placement~~or ~~Securities~~transfer inany ~~the~~of ~~Private~~our ~~Placement~~respective torights ~~Cleveland,~~or ~~all~~ obligations under the ~~Cleveland~~Purchase ~~Note~~Agreement ~~and~~or ~~Subordinated~~the ~~LOC~~Registration ~~were~~Rights ~~deemed~~Agreement, ~~paid~~and inno ~~full~~provision ~~and~~of the ~~Subordinated~~Purchase ~~LOC~~Agreement ~~was~~or ~~terminated (~~the ~~“Debt~~Registration ~~Satisfaction”).~~Rights InAgreement ~~connection~~may ~~with~~be ~~such~~modified ~~termination,~~or ~~the~~waived ~~Cleveland~~by ~~Note~~us ~~was~~or ~~cancelled~~Roth Principal Investments.

~~Amendments~~As consideration for Roth Principal Investments’ commitment to purchase shares of common stock our direction upon the terms and ~~Waivers~~subject to the conditions set forth in the Purchase Agreement, we (i) paid to ~~Credit~~Roth ~~Facility~~Principal Investments a cash “structuring fee” of $25,000, prior to our execution of the Purchase Agreement, and (ii) agreed to pay to Roth Principal Investments a cash commitment fee of $800,000 (the “Cash Commitment Fee”), which is equal to 2.0% of Roth Principal Investments’ $40,000,000 total aggregate dollar amount purchase commitment under the Purchase Agreement. The $800,000 Cash Commitment Fee will be paid over time by Roth Principal Investments withholding cash amounts equal to 10% of the total aggregate Purchase Price payable by Roth Principal Investments to us in connection with each Purchase of shares of our common stock effected under the Purchase Agreement, until such time as Roth Principal Investments shall have received from such cash withholdings a total aggregate amount in cash equal to $800,000, representing the entire Cash Commitment Fee payable to Roth Principal Investments pursuant to the Purchase Agreement.

OnIn ~~July 16~~addition, ~~2025,~~ we ~~entered~~have ~~into~~agreed ~~Amendment~~to ~~No.~~reimburse 5Roth ~~(the~~Principal ~~“Fifth~~Investments ~~Amendment”)~~for to the ~~Loan~~reasonable ~~Agreement~~legal ~~(as~~fees ~~defined~~and ~~below)~~disbursements ~~with~~of ~~Gibraltar Business~~Roth ~~Capital,~~Principal ~~LLC~~Investments’ legal ~~(“GBC”)~~counsel ~~which~~in ~~amended~~connection with the ~~definition~~transactions ofcontemplated by the ~~maturity~~Purchase ~~date~~Agreement toand ~~August~~the ~~31,~~Registration ~~2025,~~Rights ~~unless~~Agreement ~~otherwise~~in ~~extended~~an ~~pursuant~~amount equal to $75,000 (the ~~terms~~“Initial ofLegal ~~the~~Fee ~~Loan~~Reimbursement ~~Agreement~~Amount”), ~~provided however,~~ upon ~~the~~our ~~occurrence~~execution of ~~either~~the ~~(i)~~Purchase anAgreement ~~extension~~and Registration ofRights ~~the~~Agreement. ~~due~~We ~~date~~have ofalso ~~Cleveland Note~~agreed to areimburse ~~date~~Roth noPrincipal ~~earlier~~Investments ~~than~~up ~~September~~to 29$7,500 ~~2027,~~per orfiscal ~~(ii)~~quarter (the ~~conversion~~“Additional Investor ofLegal ~~all~~Fee ofReimbursement ~~the~~Amount”) ~~outstanding~~for ~~obligations~~the ~~under~~reasonable ~~the~~legal ~~Cleveland~~fees ~~Note into~~and ~~equity~~disbursements of ~~the~~Roth ~~Company,~~Principal ~~the~~Investments’ legal ~~maturity~~counsel ~~date~~in ~~will~~connection ~~automatically~~with ~~extend~~quarterly toand ~~July~~annual ~~31,~~bring-down ~~2027.~~due Indiligence ~~consideration~~investigations ~~for~~and ~~the~~related ~~Fifth~~matters ~~Amendment,~~as wecontemplated by ~~paid~~the ~~GBC~~Purchase ~~a non-refundable amendment fee of $112,500~~Agreement.

OnThe ~~September~~Purchase ~~4, 2025, we entered into Amendment No. 6 to Loan~~ Agreement ~~(the~~and ~~“Sixth Amendment”), with~~ the ~~effective~~Registration ~~date~~Rights ~~of August 31, 2025, which amended certain terms of the Loan~~ Agreement, ~~including~~contain ~~(i)~~customary ~~modifications to the EBITDA minimum financial covenant of the Company~~representations, ~~and (ii) an extension of the maturity date from August 31~~warranties, ~~2025 to September 15~~conditions, ~~2025,~~and ~~subject to acceleration or further~~indemnification ~~extension~~obligations ~~pursuant to the terms~~ of the ~~Loan Agreement~~parties. ~~Upon~~Copies ~~the closing~~ of the ~~Private~~agreements ~~Placement,~~have ~~all~~been ~~the~~filed ~~outstanding~~as ~~obligations~~exhibits ~~under the~~to ~~Cleveland Note were applied in full satisfaction of~~ the ~~subscription~~registration bystatement ~~Cleveland~~that inincludes ~~the~~this ~~Private Placement. Upon the conversion of~~prospectus ~~all~~and ofare ~~the~~available ~~outstanding~~electronically ~~obligations~~on ~~under~~ the ~~Cleveland~~SEC’s ~~Note~~website ~~into~~at ~~equity of the Company, the Maturity Date of the Revolving Note (as defined below) was automatically extended to July 31, 2027~~www.sec.gov.

AsBecause athe ~~result~~per ofshare ~~the~~purchase ~~aforementioned~~price ~~waivers~~that ~~and~~Roth ~~amendments~~Principal Investments will pay for Purchase Shares in any Market Open Purchase, ~~and~~Intraday ~~extension~~Purchase, Pre-Market ofPurchase or Post-Market Purchase that we may elect to effect pursuant to the ~~Maturity~~Purchase ~~Date~~Agreement will be determined by reference to ~~July~~the 31VWAP during the applicable Purchase Valuation Period on the applicable Purchase Date for such Purchase, ~~2027~~as of the date of this prospectus, we ~~expect~~cannot ~~that~~determine the ~~revolving credit~~actual ~~facility~~purchase price per share that Roth Principal Investments will ~~remain~~be ~~available~~required ~~subject~~to pay for any Purchase Shares that we may elect to ~~meeting~~sell ~~certain~~to ~~lending~~Roth ~~criteria~~Principal Investments under the ~~Loan~~Purchase Agreement from and after Commencement and, therefore, we cannot be certain how many Purchase Shares, in the aggregate, we may issue and sell to Roth Principal Investments under the Purchase Agreement from and after Commencement. As of May 15, 2026, there were 21,361,383 shares of our common stock outstanding, of which 17,117,671 shares were held by non-affiliates of our company. If all of the 38,461,538 shares of common stock offered for resale by Roth Principal Investments under this prospectus were issued and outstanding, such shares would represent approximately 64.3% of the total number of outstanding shares of common stock and approximately 69.2% of the total number of outstanding shares of common stock held by non-affiliates of our company, in each case as of May 15, 2026.

Although the Purchase Agreement provides that we may sell up to $40,000,000 of our common stock to Roth Principal Investments, only 38,461,538 Purchase Shares are being registered under the Securities Act for resale by Roth Principal Investments under the registration statement that includes this prospectus. At an assumed purchase price per share of $1.04, representing the closing sale price of our common stock on Nasdaq immediately prior to the execution of the Purchase Agreement, the number of Purchase Shares that are being registered under the registration statement that includes this prospectus would be sufficient to enable us to receive the full $40,000,000 in aggregate gross proceeds from the sale of such Purchase Shares to Roth Principal Investments under the Purchase Agreement. However, depending on the market prices of our common stock on the Purchase Dates on which we elect to sell such Purchase Shares to Roth Principal Investments under the Purchase Agreement, we may need to register under the Securities Act additional shares of our common stock for resale by Roth Principal Investments in order for us to receive aggregate proceeds equal to Roth Principal Investments’ $40,000,000 maximum aggregate purchase commitment available to us under the Purchase Agreement. Moreover, to the extent that the Exchange Cap remains applicable to issuances and sales of our common stock under the Purchase Agreement, if we elect to issue and sell to Roth Principal Investments more shares of common stock than the Exchange Cap (or 4,272,062 shares of common stock) under the Purchase Agreement, which we have the right, but not the obligation, to do, we must first obtain stockholder approval to issue shares of common stock in excess of the Exchange Cap under the Purchase Agreement in accordance with applicable Nasdaq rules. Any issuance and sale by us under the Purchase Agreement of a substantial amount of shares of common stock being registered for resale by Roth Principal Investments under the registration statement that includes this prospectus could cause additional substantial dilution to our stockholders.

The number of shares of common stock ultimately offered for resale by Roth Principal Investments through this prospectus is dependent upon the number of shares of common stock, if any, we elect to sell to Roth Principal Investments under the Purchase Agreement from and after the Commencement Date. The issuance of our common stock to Roth Principal Investments pursuant to the Purchase Agreement will not affect the rights or privileges of our existing stockholders, except that the economic and voting interests of each of our existing stockholders will be diluted. Although the number of shares of our common stock that our existing stockholders own will not decrease, the shares of our common stock owned by our existing stockholders will represent a smaller percentage of our total outstanding shares of our common stock after any such issuance.

For additional information see the section entitled “The Committed Equity Facility”, below.

Corporate Background

We were incorporated in Nevada in 1998. In May 2012, we changed our name to Flux Power Holdings, Inc. We operate our business through our wholly-owned subsidiary, Flux Power. Our principal executive office is located at 2685 S. Melrose Drive, Vista, CA 92081. The telephone number at our principal executive office is (760) 741-3589 (FLUX).

Summary of Risk Factors

Our business is subject to multiple risks and uncertainties, as more fully described in “Risk Factors” and elsewhere in this prospectus. We urge you to read the section entitled “Risk Factors” and this prospectus in full. Our principal risks may be summarized as follows:

Risk Factors Relating to Our Business (for a more detailed discussion, see “Risk Factors - Risks Related to Our Business” beginning on page 1113 of this prospectus)

● Our independent registered public accounting firm has included an explanatory paragraph relating to our ability to continue as a going concern in its report on our audited financial statements included in this prospectus. Our audited financial statements at June 30, 2025, and for the year then ended, were prepared assuming that we will continue as a going concern. ● We have a history of losses and negative working capital. ● We have identified material weaknesses in our internal control over financial reporting. If we are unable to remediate these material weaknesses, or if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. ● In the past we have not been in compliance with the continued listing requirements for The Nasdaq Capital Market. If we fail to meet the continued listing requirements, our common stock may be delisted, which could affect the market price of our common stock, negatively impact stockholders’ ability to sell shares and negatively impact our ability to access the capital markets.

● We have a history of losses and negative working capital. ● We have identified material weaknesses in our internal control over financial reporting. If we are unable to remediate these material weaknesses, or if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. ● We are subject to litigation and legal proceedings which could adversely affect our business, financial condition, results of operations or cash flows. ● We will need to raise additional capital or financing to continue to execute and expand our business. ● In the event of default of the Revolving Note under the GBC Credit Facility (as defined herein), such default could adversely affect our business, financial condition, results of operations or liquidity. ● Backlog may not be indicative of future operating results. ● Economic conditions may adversely affect consumer spending and the overall general health of our customers, which, in turn, may adversely affect our financial condition, results of operations and cash resources. ● We are dependent on a few customers for the majority of our net revenues, and our success depends on demand from OEMs and other users of our battery products. ● We do not have long-term contracts with our customers. ● Real or perceived hazards associated with Lithium-ion battery technology may affect demand for our products. ● Our products may experience quality problems from time to time that could result in negative publicity, litigation, product recalls and warranty claims, which could result in decreased revenues and harm to our brands. ● Increases in costs, disruption of supply or shortage of raw materials, in particular lithium-ion phosphate cells, could harm our business. ● Our business will be adversely affected if we are unable to protect our intellectual property rights from unauthorized use or infringement by third parties. ● Our patent applications may not result in issued patents, which may have a material adverse effect on our ability to prevent others from commercially exploiting products similar to ours. ● We may face significant costs relating to environmental regulations for the storage and shipment of our lithium-ion energy storage solutions. ● Natural disasters, public health crises, political crises and other catastrophic events or other events outside of our control may damage our sole facility or the facilities of third parties on which we depend, and could impact consumer spending. ● Security breaches, loss of data and other disruptions could compromise sensitive information related to our business, prevent us from accessing critical information or expose us to liability, which could adversely affect our business and our reputation.

Risks Related to Ownership of Our Common Stock and this Offering (for a more detailed discussion, see “Risks Related to Ownership of Our Common Stock and this Offering” beginning on page 23 of this prospectus)

● The sale of shares of our Common Stock by the Selling Stockholders pursuant to this prospectus and any future sales of our Common Stock, or the perception that such sales could occur, may depress our stock price and our ability to raise funds in new stock offerings. ● The price of our stock may be volatile, which could result in substantial losses for investors. Further, an active, liquid and orderly trading market for our Common Stock may not be sustained, and we do not know what the market price of our Common Stock will be, and as a result it may be difficult for you to sell your shares of our Common Stock. ● If we fail to comply with the continued listing standards of The Nasdaq Capital Market, our Common Stock could be delisted. If it is delisted, the market value and the liquidity of our Common Stock would be impacted. ● The ownership of our stock is highly concentrated in one of our directors. ● The issuance of shares of our Series A Preferred Stock would reduce the voting power and dilute the ownership of holders of our Common Stock, and may adversely affect the market price of our Common Stock.

	●	We are subject to litigation and legal proceedings which could adversely affect our business, financial condition, results of operations or cash flows.

	●	We will need to raise additional capital or financing to continue to execute and expand our business.

	●	We are currently in default under the Revolving Note under the GBC Credit Facility (as defined herein) and such default could adversely affect our business, financial condition, results of operations or liquidity.

	●	Backlog may not be indicative of future operating results.

	●	Economic conditions may adversely affect consumer spending and the overall general health of our customers, which, in turn, may adversely affect our financial condition, results of operations and cash resources.

	●	We are dependent on a few customers for the majority of our net revenues, and our success depends on demand from OEMs and other users of our battery products.

	●	We do not have long-term contracts with our customers.

	●	Real or perceived hazards associated with Lithium-ion battery technology may affect demand for our products.

	●	Our products may experience quality problems from time to time that could result in negative publicity, litigation, product recalls and warranty claims, which could result in decreased revenues and harm to our brands.

	●	Increases in costs, disruption of supply or shortage of raw materials, in particular lithium-ion phosphate cells, could harm our business.

	●	Our business will be adversely affected if we are unable to protect our intellectual property rights from unauthorized use or infringement by third parties.

	●	Our patent applications may not result in issued patents, which may have a material adverse effect on our ability to prevent others from commercially exploiting products similar to ours.

	●	We may face significant costs relating to environmental regulations for the storage and shipment of our lithium-ion energy storage solutions.

	●	Natural disasters, public health crises, political crises and other catastrophic events or other events outside of our control may damage our sole facility or the facilities of third parties on which we depend, and could impact consumer spending.

	●	Security breaches, loss of data and other disruptions could compromise sensitive information related to our business, prevent us from accessing critical information or expose us to liability, which could adversely affect our business and our reputation.

Risks Related to Ownership of Our Common Stock and this Offering (for a more detailed discussion, see “Risks Related to Ownership of Our Common Stock and this Offering” beginning on page 25 of this prospectus)

	●	The issuance and sale of our common stock to Roth Principal Investments may cause dilution to our other stockholders and the sale of the shares of common stock acquired by Roth Principal Investments, or the perception that such sales may occur, could cause the price of our common stock to fall.

	●	The price of our stock may be volatile, which could result in substantial losses for investors. Further, an active, liquid and orderly trading market for our common stock may not be sustained, and we do not know what the market price of our common stock will be, and as a result it may be difficult for you to sell your shares of our common stock.

	●	The ownership of our stock is highly concentrated in one of our directors.

	●	The issuance of shares of our Series A Preferred Stock would reduce the voting power and dilute the ownership of holders of our common stock, and may adversely affect the market price of our common stock.

THE OFFERING

Common Stock offered by the Selling Stockholders		Up to 3,644,289 Shares consisting of (i) up to 2,429,523 shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock issuable upon the exercise of Pre-Funded Warrants and (ii) up to 1,214,766 shares of Common Stock issuable upon the exercise of Common Warrants.
Common Stock that may be offered and sold by the Selling Stockholder		Up to 38,461,538 shares of our common stock we may issue and sell to Roth Principal Investments from time to time, at our sole discretion, during the Commitment Period.
Shares of Common Stock to be Outstanding Immediately After this Offering (1)		20,479,987 shares
Selling Stockholder		Roth Principal Investments, LLC, a Delaware limited liability company. See “Selling Stockholder.”
Use of Proceeds		We will not receive any of the proceeds from sales by the Selling Stockholders of the Shares. Upon any exercise of the Warrants by payment of cash, however, we will receive the cash exercise price paid by the holders of the Warrants. If such Warrants are exercised in full for cash, we would receive approximately $2.1 million. We intend to use those proceeds, if any, for working capital and general corporate purposes. See section titled “Use of Proceeds” on page 26 of this prospectus.
Shares of Common Stock Outstanding Prior to This Offering		21,361,383 shares of common stock.
Risk Factors		Investing in our Common Stock involves significant risks. See “Risk Factors” on page 11 of this prospectus for a discussion of the factors you should carefully consider before deciding to invest in our Common Stock.
Shares of Common Stock to be Outstanding Immediately After this Offering (1)		59,822,921 shares of common stock, assuming the sale of a total of 38,461,538 Purchase Shares to the Selling Stockholder under the Purchase Agreement. The actual number of shares outstanding after this offering will vary depending upon the actual number of shares we issue and sell to Roth Principal Investments under the Purchase Agreement after the date of this prospectus.
Trading Symbol		Our shares of Common Stock are listed on The Nasdaq Capital Market under the symbol “FLUX.”
Use of Proceeds		We will not receive any of the proceeds from the resale of the Purchase Shares by Roth Principal Investments. We may receive up to $40,000,000 in aggregate gross proceeds under the Purchase Agreement from any sales of Purchase Shares we make to Roth Principal Investments pursuant to the Purchase Agreement, assuming that we sell the full amount of our common stock that we have the right, but not the obligation, to sell to Roth Principal Investments under the Purchase Agreement. Any proceeds that we receive from sales of shares of our common stock to Roth Principal Investments under the Purchase Agreement will be used for working capital and general corporate purposes. See “Use of Proceeds.”
Conflict of Interest		Roth Principal Investments, LLC is an affiliate of Roth Capital Partners, LLC (“RCP”), a registered broker-dealer and member of the Financial Industry Regulatory Authority, Inc. (“FINRA”). RCP will act as an executing broker that will effectuate resales of our common stock that have been and may be acquired by Roth Principal Investments from us pursuant to the Purchase Agreement to the public in this offering. Because Roth Principal Investments will receive all the net proceeds from such resales of our common stock made to the public through RCP, RCP is deemed to have a “conflict of interest” within the meaning of FINRA Rule 5121. Consequently, this offering will be conducted in compliance with the provisions of FINRA Rule 5121, which requires that a “qualified independent underwriter,” as defined in FINRA Rule 5121, participate in the preparation of the registration statement that includes this prospectus and exercise the usual standards of “due diligence” with respect thereto. Accordingly, we have engaged Digital Offering, LLC, a registered broker-dealer and FINRA member (“Digital Offering”), to be the qualified independent underwriter in this offering and, in such capacity, participate in the preparation of the registration statement that includes this prospectus and exercise the usual standards of “due diligence” with respect thereto. We have paid directly to Digital Offering a cash fee of $50,000, as consideration for its services in connection with acting as the qualified independent underwriter in this offering. Digital Offering will receive no other compensation for acting as the qualified independent underwriter in this offering. In accordance with FINRA Rule 5121, RCP is not permitted to sell shares of our common stock in this offering to an account over which it exercises discretionary authority without the prior specific written approval of the account holder. See “Plan of Distribution (Conflict of Interest).”

(1) The number of shares of Common Stock that will be outstanding after this offering as shown above is based on 16,835,698 shares of Common Stock issued and outstanding as of June 30, 2025, but excludes the following:11

● 200,000 shares of Common Stock issuable pursuant to restricted stock units, granted under our 2021 Equity Incentive Plan (the “2021 Plan”), as of June 30, 2025; ● 796,660 shares of Common Stock issuable pursuant to options outstanding, granted under our 2021 Plan, as of June 30, 2025 with a weighted average exercise price of $4.10; ● 1,133,892 shares of Common Stock reserved and available for future issuance under our 2021 Plan as of June 30, 2025; ● 1,000,000 shares of Common Stock reserved and available for future issuance under our 2025 Equity Incentive Plan (the “2025 Plan”) as of June 30, 2025; ● 252,120 shares of Common Stock reserved for future issuance under our 2023 Employee Stock Purchase Plan (“ESPP”) as of June 30, 2025; and ● 1,413,110 shares of Common Stock issuable pursuant to warrants outstanding, as of June 30, 2025 with a weighted average exercise price of $6.14.

Risk Factors		Investing in our common stock involves significant risks. See “Risk Factors” on page 13 of this prospectus for a discussion of the factors you should carefully consider before deciding to invest in our common stock.

Trading Symbol		Our shares of common stock are listed on The Nasdaq Capital Market under the symbol “FLUX.”

(1)	The number of shares of common stock that will be outstanding after this offering as shown above is based on 21,361,383 shares of common stock issued and outstanding as of March 31, 2026, but excludes the following:

	●	504,878 shares of common stock issuable pursuant to restricted stock units, granted under our 2021 Equity Incentive Plan (the “2021 Plan”), as of March 31, 2026;

	●	966,334 shares of common stock issuable pursuant to options outstanding, granted under our 2021 Plan, as of March 31, 2026 with a weighted average exercise price of $3.08;

	●	434,126 shares of common stock reserved and available for future issuance under our 2021 Plan as of March 31, 2026;

	●	1,000,000 shares of common stock reserved and available for future issuance under our 2025 Equity Incentive Plan (the “2025 Plan”) as of March 31, 2026;

	●	214,560 shares of common stock reserved for future issuance under our 2023 Employee Stock Purchase Plan (“ESPP”) as of March 31, 2026;

	●	2,496,198 shares of common stock issuable pursuant to warrants outstanding, as of March 31, 2026 with a weighted average exercise price of $4.06; and

	●	2,429,523 shares of common stock issuable upon the conversion of 258,144 shares of Series A Preferred Stock issuable pursuant to warrants outstanding as of March 31, 2026 with a weighted average exercise price of $0.001.

Unless otherwise indicated, all information in this prospectus assumes no exercise or settlement of the outstanding restricted stock units, options and warrants described above.

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RISK FACTORS

An investment in our securities involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information in this prospectus, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included herein, before deciding whether to invest in our securities. Our business, results of operations, financial condition, and prospects could also be harmed by risks and uncertainties that are not presently known to us or that we currently believe are not material. If any of the risks actually occur, our business, results of operations, financial condition, and prospects could be materially and adversely affected. Unless otherwise indicated, references in these risk factors to our business being harmed will include harm to our business, reputation, brand, financial condition, results of operations, and prospects. In such event, the market price of our securities could decline.

Risk Factors Relating to Our Business

Our independent registered public accounting firm has included an explanatory paragraph relating to our ability to continue as a going concern in its report on our audited financial statements included in this prospectus. Our audited financial statements at June 30, 2025, and for the year then ended, were prepared assuming that we will continue as a going concern.

Management has evaluated the Company’s expected cash requirements, including investments in additional sales and marketing, research and development, capital expenditures and working capital requirements, and believes the Company’s existing cash and funding available under the GBC Credit Facility, along with the forecasted gross margin, will not be sufficient to meet the Company’s anticipated capital requirements to fund planned operations for the next twelve months following the filing date of this prospectus. As described below, our ability to continue as a going concern is partially contingent upon the availability of the GBC Credit Facility, which may become unavailable due to a covenant breach by the Company.

The report from our independent registered public accounting firm for the year ended June 30, 2025 includes an explanatory paragraph stating that our current liquidity position and projected cash needs raise substantial doubt about our ability to continue as a going concern, along with management’s assessment and strategies. The perception that we may not be able to continue as a going concern may make it difficult for us to raise new funds and to operate our business due to concerns about our ability to meet our contractual obligations. There is no assurance that sufficient financing will be available when needed or on reasonable terms to allow us to continue our operations. Our ability to continue as a going concern is contingent upon, among other factors, the availability of the GBC Credit Facility or obtaining alternate financing. We cannot provide any assurance that we will be able to raise additional capital. See Liquidity and Financial Condition in Note 2 – Summary of Significant Accounting Policies to the audited consolidated financial statements for additional information.

Our ability to continue as a going concern is contingent upon, among other factors, the availability of the GBC Credit Facility or obtaining alternate financing. On March 31, 2026, we determined that we failed to comply with the minimum EBITDA financial covenant for the trailing three-month period ended March 31, 2026 under the GBC Credit Facility, which resulted in an “event of default” under the GBC Credit Facility. We are working with GBC to negotiate an amendment to the GBC Credit Facility or otherwise obtain a waiver from GBC. GBC has allowed us to continue to have access to our line of credit under the GBC Credit Facility while negotiations continue, however, GBC can choose to limit this access at any time until we can successfully negotiate an amendment to the GBC Credit Facility or obtain a waiver from GBC. While we have in the past successfully renegotiated the terms of the GBC Credit Facility, and are optimistic about our ability to do so again, there can be no assurances that we will be able to negotiate an amendment to the GBC Credit Facility or obtain a waiver from GBC on terms favorable to us or at all. In addition, upon the occurrence of an event of default under the GBC Credit Facility, GBC may, at its option, declare its commitments to us terminated and all our obligations under the GBC Credit Facility immediately due and payable, all without demand, notice or further action of any kind required on the part of GBC, and/or exercise other remedies available to it, which include, among other things, its rights as a secured party under the GBC Credit Facility. Since GBC can choose to limit our access to our line of credit under the GBC Credit Facility at any time and successful negotiation of an amendment to the GBC Credit Facility or a waiver from GBC cannot be guaranteed, substantial doubt exists about our ability to continue as a going concern over the 12 months following the date of this prospectus. We cannot provide any assurance that we will be able to raise additional capital. See Liquidity and Financial Condition in Note 1 – Nature of Business to the unaudited condensed consolidated financial statements for the three and nine months ended March 31, 2026 and 2025 for additional information.

We have a history of losses and negative working capital.

For the nine months ended March 31, 2026 and 2025 we had net losses of $5.1 million and $5.5 million, respectively. For the fiscal years ended June 30, 2025 and 2024, we had net losses of $6.7 million and $8.3 million, respectively. We have historically experienced net losses and until we generate sufficient revenue, we anticipate that we will continue to experience losses in the near future.

As of ~~June~~March 3031, ~~2025~~2026 and ~~2024~~June 30, 2025, we had a cash balance of $10.34 million and $01.63 million, respectively. We currently believe that our existing cash balances, availability of our GBC credit facility, cash resources from operations and gross proceeds from our recent private placement will not be sufficient to fund our existing and planned operations for the next twelve months. Until such time as we generate sufficient cash to fund our operations, we will need additional capital to continue our operations thereafter.

We have historically relied on equity financing, borrowings under short-term loans with related parties, credit facilities and/or cash resources from operating activities to fund our operations. Specifically, we have relied heavily on a credit facility with GBC, and there can be no assurance that we will be able to maintain this facility, obtain additional funds via a new facility or that funds will be available on terms acceptable to us, if at all. Failure to maintain the GBC debt facility without a replacement facility would have material adverse impact on our operations.

If we were to access additional capital via an equity or equity-linked financing, such funding would result in dilution of the ownership interests of our current stockholders. If funds are not available on acceptable terms, we may be required to curtail our operations or take other actions to preserve our cash, which may have a material adverse effect on our future cash flows and results of operations.

We have identified material weaknesses in our internal control over financial reporting. If we are unable to remediate these material weaknesses, or if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price.

Based on management’s evaluation of our disclosure controls and procedures as of June 30, 2025, we identified material weaknesses in our internal controls over financial reporting. The material weaknesses were based on our ineffective oversight of our internal control over financial reporting and lack of sufficient personnel resources with technical accounting expertise related to certain aspects of the financial reporting process. While management intends to continue the use of third-party consultants and technical accounting experts and to implement measures designed to improve our internal control over financial reporting to remediate material weaknesses, there can be no assurance that these steps will be effective.

We have concluded that the previously issued audited consolidated financial statements as of and for the fiscal year ended June 30, 2023 and the unaudited consolidated financial statements as of and for the quarters ended September 30, 2023, December 31, 2023, and March 31, 2024, which were filed with the SEC on September 21, 2023, November 9, 2023, February 8, 2024 and May 13, 2024, respectively, should no longer be relied upon because of errors in such financial statements relating to the improper accounting for inventory. Our Annual Report on Form 10-K filed for the year ended June 30, 2024 included the restatement of those periods. As a part of this restatement and evaluation process, we also discovered that:

(a) the Company’s original estimate of the overstatement of inventories had risen due to additional excess and obsolete inventory identified related to inventory components not recorded at the lower of cost or net realizable value, as well as consigned inventory not reconciled in a timely manner; (b) the Company had not properly recognized revenue in the periods in which the related performance obligations had been satisfied for a contract with a certain customer, and that the Company had improperly recorded accounts receivable pertaining to that contract as a reduction to its accounts payable owed to that customer although the right of offset conditions under ASC 210-20 had not been met, resulting in misstatements to revenues, accounts receivable and accounts payable; (c) the Company had improperly recorded various inventory write downs to research and development expenses although such expenses did not meet the classification criteria for research and development under ASC 730, resulting in an overstatement of research and development expenses and a corresponding understatement of cost of sales; (d) the Company had various clearing accounts that had not been reconciled in a timely manner, resulting in misstatements of accounts payable, inventories and cost of sales; (e) the Company had not included certain product warranty-related expenses within the proper periods in its calculation of its product warranty reserve estimate, resulting in an understatement of accrued expenses, an understatement of accounts payable and an understatement of cost of sales; and (f) the Company erroneously presented non-cash debt issuance cost incurred in conjunction with credit facility arrangements as a non-cash adjustment to reconcile net loss to net cash used in operating activities in the consolidated cash flow statements when such cost should have been recognized as a change in other assets.

	(a)	the Company’s original estimate of the overstatement of inventories had risen due to additional excess and obsolete inventory identified related to inventory components not recorded at the lower of cost or net realizable value, as well as consigned inventory not reconciled in a timely manner;

	(b)	the Company had not properly recognized revenue in the periods in which the related performance obligations had been satisfied for a contract with a certain customer, and that the Company had improperly recorded accounts receivable pertaining to that contract as a reduction to its accounts payable owed to that customer although the right of offset conditions under ASC 210-20 had not been met, resulting in misstatements to revenues, accounts receivable and accounts payable;

	(c)	the Company had improperly recorded various inventory write downs to research and development expenses although such expenses did not meet the classification criteria for research and development under ASC 730, resulting in an overstatement of research and development expenses and a corresponding understatement of cost of sales;

	(d)	the Company had various clearing accounts that had not been reconciled in a timely manner, resulting in misstatements of accounts payable, inventories and cost of sales;

	(e)	the Company had not included certain product warranty-related expenses within the proper periods in its calculation of its product warranty reserve estimate, resulting in an understatement of accrued expenses, an understatement of accounts payable and an understatement of cost of sales; and

	(f)	the Company erroneously presented non-cash debt issuance cost incurred in conjunction with credit facility arrangements as a non-cash adjustment to reconcile net loss to net cash used in operating activities in the consolidated cash flow statements when such cost should have been recognized as a change in other assets.

As a result, our Annual Report on Form 10-K filed for the year ended June 30, 2024 included the restatement of our audited consolidated financial statements for the fiscal years ended June 30, 2023 and 2022, including all related unaudited consolidated interim financial statements within the fiscal years ended June 30, 2024, 2023 and 2022.

After re-evaluation, the Company’s management concluded that considering the errors described above, this represents an additional material weakness in the Company’s disclosure controls and procedures and the Company’s internal control over financial reporting. The material weakness was based upon a lack of sufficiently designed controls over the prevention of fraud and possible management override of controls. To address this material weakness, management plans to continue to devote significant effort and resources to the remediation and improvement of the Company’s internal control over financial reporting. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Moreover, the effectiveness of our controls and procedures may be limited by a variety of factors, including faulty human judgment and simple errors, omissions or mistakes; fraudulent action of an individual or collusion of two or more people; inappropriate management override of procedures; and the possibility that any enhancements to controls and procedures may still not be adequate to assure timely and accurate financial control. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud or error, if any, have been detected, and there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting.

We are committed to remediating our material weakness and have continued to remediate the identified material weaknesses through additional processes and controls, including the timing of inventory audits, review of inventory for obsolescence and completeness of data used to estimate warranty liability. We intend to continue to strengthen our internal processes and procedures until the identified material weaknesses have been fully remediated. However, there can be no assurance as to when this material weakness will be remediated or that additional material weaknesses will not arise in the future. If we are unable to maintain effective internal control over financial reporting, our ability to record, process and report financial information in a timely manner and accurately could be adversely affected and could result in a material misstatement in our financial statements, which could subject us to litigation or investigations, require management resources, increase our expenses, negatively affect investor confidence in our financial statements and adversely impact the trading price of our ~~Common~~common ~~Stock~~stock.

In the past we have not been in compliance with the continued listing requirements for The Nasdaq Capital Market. If we fail to meet the continued listing requirements, our ~~Common~~common ~~Stock~~stock may be delisted, which could affect the market price of our ~~Common~~common ~~Stock~~stock, negatively impact stockholders’ ability to sell shares and negatively impact our ability to access the capital markets.

On October 14, 2025, we received a notification (the “Notification”) from the ~~Staff~~Listing Qualifications Department (the “Staff”) of Nasdaq that we had regained compliance with Nasdaq’s continued listing rules because we met the requirement to have a market value of listed securities of at least $35,000,000 (the “Market Equity Requirement”). Nasdaq requires that for continued listing on the Nasdaq Capital Market, the Company must continue to meet all the requirements set forth in Rule 5550(a) and at least one of the standards set forth in Rule 5550(b). The standards set forth in 5550(b) include (i) having a minimum of $2,500,000 in stockholders’ equity (the “Stockholders’ Equity Requirement”), (ii) the Market Equity Requirement, or (iii) net income from continuing operations of $500,000 in the ~~Net~~most recently completed fiscal year or in two of the three most recently completed fiscal years (the “Net Income Requirement”). The Notification also provided that, for a period of one year, the Staff of Nasdaq will monitor our compliance with the continued listing requirements. If, during such one-year period, we fail to comply with Rule 5550(b), the Staff of Nasdaq will issue a delist determination letter and we will have an opportunity to request a new hearing.

As previously disclosed, on January 31, 2025, the Staff of Nasdaq notified us that we did not comply with the Stockholders’ Equity Requirement. On March 17, 2025, we filed our plan with Nasdaq to regain compliance with the Stockholders’ Equity Requirement, which included requesting an extension through July 30, 2025. On July 31, 2025, due to non-compliance with the Stockholders’ Equity Requirement, the Staff informed us that trading of the Company’s common stock would be suspended at the opening of business on August 11, 2025, unless we requested an appeal of the Staff’s determination to the Panel. We requested an appeal hearing with the Panel and the Panel determined to grant us an exception to demonstrate compliance with the Stockholders’ Equity Requirement and granted us our request for continued listing, which extension was subject to, among other requirements, the Company demonstrating compliance with the Stockholder’s Equity Requirement on or before October 31, 2025. However, as disclosed above, the Company was able to comply with the Market Equity Rule.15

13As previously disclosed, on January 31, 2025 the Staff of Nasdaq notified us that we did not comply with the Stockholders’ Equity Requirement. On March 17, 2025, we filed our plan with Nasdaq to regain compliance with the Stockholders’ Equity Requirement, which included requesting an extension through July 30, 2025. On July 31, 2025, due to non-compliance with the Stockholders’ Equity Requirement, the Staff informed us that trading of the Company’s common stock would be suspended at the opening of business on August 11, 2025, unless we requested an appeal of the Staff’s determination to a Nasdaq Hearings Panel (the “Panel”). We requested an appeal hearing with the Panel and the Panel determined to grant us an exception to demonstrate compliance with the Stockholders’ Equity Requirement and granted us our request for continued listing, which extension was subject to, among other requirements, the Company demonstrating compliance with the Stockholder’s Equity Requirement on or before October 31, 2025. However, as disclosed above, the Company was able to comply with the Market Equity Requirement.

OnAs ~~October 2, 2025, we filed a registration statement on Form S-1 (File No. 333-290680) with the SEC relating to a proposed public offering~~ of ~~$12~~March ~~million (or $13.8 million with the underwriter’s option to purchase additional shares) of shares of our Common Stock~~31, ~~with an alternative for certain investors to opt for pre-funded warrants instead to~~2026, ~~among other reasons, increase our stockholders’ equity so that~~ we ~~can~~also besatisfy ~~in compliance with~~ the ~~Stockholders~~Stockholder’s Equity Requirement., ~~However~~however, ~~the Primary Offering Registration Statement has not yet been declared effective and while~~ we ~~have~~can ~~filed an amendment to allow the Registration Statement to become effective in accordance with Section 8(a) of the Securities Act due to the government shutdown, it may not become effective. We cannot~~ provide ~~any~~no assurances ~~whether~~ that we will be able to ~~complete~~continue ~~an offering pursuant~~ to ~~the~~comply Primary Offering Registration Statement or any other offering. In addition, any offering or financing, whether pursuant to Primary Offering the Registration Statement or otherwise, will depend on a number of factors and market conditions and there can be no assurances that we will complete any offering with aeither ~~sufficient amount of net proceeds to satisfy~~ the ~~Stockholders’~~Market Equity Requirement or ~~at all. Any such offering of securities will be made by means of~~ the ~~Primary~~Stockholder’s ~~Offering~~Equity ~~Registration Statement (only if or once effective) or other applicable offering document and this prospectus is not an offer to sell or the solicitation of an offer to buy these securities~~Requirement. If we fail to comply with the Nasdaq continued listing requirements, our ~~Common~~common ~~Stock~~stock will be subject to delisting by Nasdaq. In the event our ~~Common~~common ~~Stock~~ stock is delisted, our stock price and market liquidity of our stock will be adversely affected, which will impact our ability to sell securities in the market. Further, delisting from Nasdaq could also have other negative effects, including potential loss of confidence by partners, lenders, suppliers and employees.

There can be no assurance that our ~~Common~~common ~~Stock~~stock will continue to trade on Nasdaq or trade on the over-the counter markets or any public market in the future. In the event our ~~Common~~common ~~Stock~~stock is delisted, our stock price and market liquidity of our ~~Common~~common ~~Stock~~stock will be adversely affected which will impact your ability to sell your securities in the market.

The U.S. government is currently imposing increased tariffs on certain products imported into the U.S., which includes lithium-ion batteries and other component parts, which may have an adverse impact on our future operating results.

The lithium-ion battery industry has been subjected to tariffs implemented by the United States government on goods imported from China. Since all of our lithium-ion battery cells are manufactured in China, current and potential tariffs on lithium-ion battery cells imported by us from China could increase our costs, require us to increase prices to our customers or, if we are unable to do so, result in lower gross margins on the products sold by us. In April 2025, the U.S. government increased import tariffs across a wide range of countries at various rates, including on product imports from almost all countries and individualized higher tariffs on certain countries. Some of these tariff announcements have since been followed by announcements of limited exemptions and temporary pauses. Based on the tariffs enacted and currently in effect, we anticipate incurring incremental tariff costs, additional costs that we may incur on component parts for our battery backs, and costs as a result of import pauses on certain of our product imports and supply-chain interruptions. The uncertain impacts of higher tariffs on global economies and corporate cost structures have also led to order delays by customers. As a result of such developments, we are actively seeking alternative sourcing arrangements. If we are unable to diversify our supply chain and reduce China sourcing, we remain subject to substantial potential exposure to tariffs, which would have significant impacts on our cost structure and product margins.

We also import a portion of our raw materials and components from other countries that are subject to import tariffs imposed by the U.S. government. These tariff changes and subsequent retaliatory actions have the potential to increase product costs for us. China has already imposed tariffs on a wide range of American products in retaliation for the American tariffs on steel and aluminum. Any resulting escalation of trade tensions, including any further escalation of “trade wars” with other countries, could have a significant adverse effect on world trade and the world economy, lead to disruptions in our supply chain, and as such, adversely impact our results of operations.

At this time, we cannot predict how such enacted tariffs will impact our business and operations. The imposed tariffs on components imported by us from China or additional tariffs on other countries where we source components necessary for our products could have a material adverse effect on our business and results of operations. In addition, any changes in tariffs or additional restrictions on various products may be announced with little or no advance notice. The adoption and expansion of tariffs or other trade restrictions, increasing trade tensions, or other changes in governmental policies related to tariffs, trade agreements, products or policies, are difficult to anticipate or predict, which makes it difficult for us to operate optimally. If we are unable to navigate further changes in U.S. or international trade policy, it could have a material adverse impact on our business and results of operations. We are closely monitoring potential changes in international trade policy and actively assessing the potential impact of these and other trade policy changes on our business operations and financial performance.

We are dependent on one supplier in China for our battery cells, and the inability of this supplier to continue to deliver, or their refusal to deliver, our battery cells at prices and volumes acceptable to us, or as a result of any supply chain disruption, would have a material adverse effect on our business, prospects and operating results.

We do not manufacture the battery cells used in our energy storage solutions. Our battery cells, which are an integral part of our energy storage solutions, are sourced from a single manufacturer located in China. We have spent a great deal of time in developing and testing our battery cells that we receive from our main supplier. Our operations are materially dependent upon the continued market acceptance and quality of this manufacturer’s products and its ability to continue to manufacture products that are competitive and that comply with laws relating to environmental and efficiency standards. We generally do not maintain long-term agreements with our current supplier and the loss of this supplier could have a material adverse effect upon the Company’s business, operating results and financial condition.

In the near term, this relationship with our primary manufacturer is a critical component in our business and operations. To date, we have no qualified alternative sources for our battery cells although we research and assess cells from other suppliers on an ongoing basis. We are currently actively assessing our options to diversify suppliers for our battery cells to lessen this concentration. However, qualifying new battery cell suppliers may be time-consuming and costly. In addition, any new battery cell would also require us to obtain a new UL listing, which could further extend the timeframe for introducing new products.

In response to business uncertainties resulting from tariffs and increased tariff levels imposed by the U.S. government on goods imported into the U.S., we temporarily paused imports from our supplier in China. The pause was short-lived as both parties quickly agreed to modified terms. At this time, the modified terms have not materially affected the Company’s operations and we expect to continue sourcing and importing our battery cells from this supplier. However, further escalation of tariffs between the U.S. and China could have a material effect on our ability to cost-effectively source from our supplier in China, which could materially affect our business and operations.

The restatement of our previously issued financial statements has had a material adverse impact on us, including increased costs, loss of investor confidence and the increased possibility of legal or administrative proceedings.

In connection with our previous financial restatements, we have become subject to a number of additional risks and uncertainties, including:

● We have incurred substantial unanticipated costs for accounting, legal and consultancy fees in connection with the restatements and internal investigation; ● The SEC may institute a formal investigation of the Company’s financial statements. In such an event, investigation will divert our management’s time and attention and cause us to incur substantial costs. These investigations can also lead to fines or injunctions or orders with respect to future activities, as well as further substantial costs and diversion of management time and attention; and ● Expenses related to a final settlement in connection with a class action litigation against us, our former chief executive officer, Ronald F. Dutt, and our former chief financial officer, Charles A. Scheiwe and any additional costs in connection with the court approval of such settlement. In addition, we are also subject to other regulatory proceedings or actions which can be lengthy, time consuming and disruptive to normal business operations and could cause us to incur significant defense costs, including costs associated with the indemnification of our officers and directors, and could damage our reputation or adversely affect our stock price. Any adverse ruling or unfavorable resolution in any legal or regulatory proceeding or action could have a material adverse effect on our business, operating results, or financial condition. For additional information regarding certain of the matters in which we are involved, see “Business—Legal Proceedings.”

1517

	●	The SEC may institute a formal investigation of the Company’s financial statements. In such an event, investigation will divert our management’s time and attention and cause us to incur substantial costs. These investigations can also lead to fines or injunctions or orders with respect to future activities, as well as further substantial costs and diversion of management time and attention; and

	●	Expenses related to a final settlement in connection with a class action litigation against us, our former chief executive officer, Ronald F. Dutt, and our former chief financial officer, Charles A. Scheiwe and any additional costs in connection with the court approval of such settlement. In addition, we are also subject to other regulatory proceedings or actions which can be lengthy, time consuming and disruptive to normal business operations and could cause us to incur significant defense costs, including costs associated with the indemnification of our officers and directors, and could damage our reputation or adversely affect our stock price. Any adverse ruling or unfavorable resolution in any legal or regulatory proceeding or action could have a material adverse effect on our business, operating results, or financial condition. For additional information regarding certain of the matters in which we are involved, see “Business—Legal Proceedings.”

We are subject to litigation and legal proceedings which could adversely affect our business, financial condition, results of operations or cash flows.

We are subject to lawsuits, legal proceedings and claims in the normal course of our business, which can be expensive, lengthy, and disruptive to normal business operations. Moreover, the results of complex legal proceedings are difficult to predict. We are currently the subject of complaints alleging violations of various laws, including but not limited to certain employment lawsuits, which are further described under the heading “Business—Legal Proceedings” elsewhere in this prospectus, and in the future could also be subject to other proceedings. These proceedings and any other regulatory proceedings or actions may be time consuming, could cause us to incur significant defense costs and could damage our reputation or adversely affect our stock price. Any adverse ruling or unfavorable resolution in any legal or regulatory proceeding or action could have a material adverse effect on our business, operating results or financial condition. For additional information regarding certain of the matters in which we are involved, see “Business—Legal Proceedings.”

We will need to raise additional capital or financing to continue to execute and expand our business.

We expect that our existing cash, additional funding which we believe is available under our GBC Credit Facility, ~~funds from our private placement, which closed on September 15, 2025,~~ and cash generated from our operations, will not be sufficient to meet our anticipated capital resources and to fund our planned operations for the next twelve months (see Liquidity and Financial Condition in Note 2 1 – ~~Summary~~Nature of ~~Significant~~Business ~~Accounting Policies~~ to the ~~audited~~unaudited condensed consolidated financial statements for the three and nine months ended March 31, 2026 and 2025 for additional information). Further, the use of ~~such~~our ~~credit~~GBC ~~facilities~~Credit Facility remains subject to performance metrics, certain restrictions and compliance with loan covenants. If On March 31, 2026, we ~~are~~determined ~~unable~~that we failed to ~~meet~~comply with the ~~conditions~~minimum ~~provided~~EBITDA financial covenant for the trailing three-month period ended March 31, 2026 under the GBC Credit Facility, which resulted in an event of default under the ~~loan~~GBC ~~documents~~Credit Facility. We are working with GBC to negotiate an amendment to the GBC Credit Facility or otherwise obtain a waiver from GBC. GBC has allowed us to continue to have access to our line of credit under the GBC Credit Facility while negotiations continue, ~~these~~however, ~~funds~~GBC ~~will~~can ~~not~~choose beto ~~available~~limit this access at any time until we can successfully negotiate an amendment to the GBC Credit Facility or obtain a waiver from GBC. Upon the occurrence of an event of default under the GBC Credit Facility, GBC may also, at its option, declare its commitments to us terminated and all our obligations under the GBC Credit Facility immediately due and payable, all without demand, notice or further action of any kind required on the part of GBC, and/or exercise other remedies available to it, which include, among other things, its rights as a secured party under the GBC Credit Facility. In addition, should there be any delays in the receipts of key component parts, due in part to supply chain disruptions, our ability to fulfil the backlog of sales orders will be negatively impacted resulting in lower availability of cash resources from operations. We may be required to access other forms of capital to support our expanded operations and execute our business plan by issuing equity or convertible debt securities, or by entering into another form of structured financing or strategic transaction. Our ability to access such forms of capital will be impacted by investor confidence in our business strategy as well as market conditions. In addition, our failure to timely file certain of our ~~Annual~~interim ~~Report~~quarterly reports on Form 10-KQ ~~for~~during the fiscal year ended June 30, ~~2024~~2025 and ~~subsequent~~our ~~interim~~amendment ~~quarterly reports~~ on Form 10-QK/A to our Annual Report for the fiscal year ended June 30, 2025 means that we currently are ineligible to use a registration statement on Form S-3. We will not be eligible to use a registration statement on Form S-3 again until we have timely filed all materials and reports required to be filed pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of 1934 for a period of at least twelve (12) calendar months immediately preceding the filing of a new registration statement on Form S-3. The inability to use a Form S-3 registration statement will limit our ability to raise capital through sales of our securities in a timely and cost-efficient manner.

In the event we are required to obtain additional funds, there is no guarantee that additional funds will be available on a timely basis or on acceptable terms. To the extent that we raise additional funds by issuing equity or convertible debt securities, our stockholders may experience additional dilution and such financing may involve restrictive covenants. Newly issued securities may include preferences, superior voting rights, and the issuance of warrants or other convertible securities that will have additional dilutive effects. We cannot assure that additional funds will be available when needed from any source or, if available, will be available on terms that are acceptable to us. Further, we may incur substantial costs in pursuing future capital and/or financing. We may also be required to recognize non-cash expenses in connection with certain securities we may issue, such as convertible notes and warrants, which will adversely impact our financial condition and results of operations. Our ability to obtain needed financing may be impaired by such factors as the weakness of capital markets, and the fact that we have not been profitable, which could impact the availability and cost of future financings. If such funds are not available when required, management will be required to curtail investments in additional sales and marketing and product development, which may have a material adverse effect on future cash flows and results of operations.

16We are currently in default under the Revolving Note under the GBC Credit Facility and such default could adversely affect our business, financial condition, results of operations or liquidity.

InThe loans and other obligations of the ~~event~~Company under the GBC Credit Facility are secured by substantially all of ~~default~~our tangible and intangible assets, including, without limitation, intellectual property, pursuant to the terms of a Loan and Security Agreement with GBC dated July 28, 2023 (the ~~Revolving~~“Loan ~~Note~~Agreement”) ~~under~~and an Intellectual Property Security Agreement (the “IP Security Agreement”). The GBC Credit Facility is evidenced by a revolving note (the “Revolving Note”), ~~such~~which ~~default~~maturity ~~could~~date ~~adversely~~was ~~affect~~automatically ~~our~~extended to ~~business~~July 31, ~~financial~~2027 (the “Maturity Date”), upon the conversion of all the outstanding obligations under the Cleveland Note into ~~condition~~equity of the Company at the closing of the Private Placement on September 15, ~~results~~2025. Provided that there is no event of ~~operations~~default, the Maturity Date can automatically be extended for one (1) year period upon payment of a renewal fee for each such extension in the amount of three-quarters of one percent (0.75%) of the Revolving Loan Commitment (as defined below), which fee will be due and payable on or before ~~liquidity~~the applicable Maturity Date. The holder of the Revolving Note is entitled to all of the benefits and security provided for in the Loan Agreement. All Revolving Loans shall be repaid by the Company on the Maturity Date, unless payable sooner pursuant to the provisions of the Loan Agreement. As a secured party, upon an event of default, GBC will have a first priority right to the collateral granted to them under the Loan Agreement and IP Security Agreement, and we may lose our ownership interest in the assets pledged as security interest.

~~The~~On ~~loans~~March ~~and~~31, ~~other~~2026, ~~obligations~~we ofdetermined ~~the~~that ~~Company~~we ~~under~~failed ~~the~~to ~~GBC~~comply ~~Credit~~with ~~Facility~~the ~~are~~minimum ~~secured~~EBITDA byfinancial ~~substantially~~covenant ~~all~~for ofthe ~~our~~trailing ~~tangible~~three-month ~~and intangible~~period ~~assets,~~ended ~~including~~March 31, ~~without~~2026 ~~limitation,~~under ~~intellectual~~the ~~property~~GBC Credit Facility, ~~pursuant~~which toresulted ~~the~~in ~~terms~~an event of adefault ~~Loan~~under ~~and~~the ~~Security~~GBC ~~Agreement~~Credit ~~with~~Facility. ~~GBC~~We ~~dated~~are ~~July~~currently ~~28,~~working ~~2023~~with ~~(the~~GBC ~~“Loan~~to ~~Agreement”)~~negotiate ~~and~~ an ~~Intellectual~~amendment ~~Property~~to ~~Security Agreement (~~the ~~“IP Security Agreement”). The~~ GBC Credit Facility isor ~~evidenced~~otherwise byobtain a ~~revolving~~waiver ~~note~~from ~~(the~~GBC. ~~“Revolving~~GBC ~~Note”),~~has ~~which~~allowed ~~maturity~~us ~~date~~to ~~was automatically extended~~continue to ~~July~~have ~~31,~~access ~~2027~~to ~~(the~~our ~~“Maturity~~line ~~Date”), upon the conversion~~ of ~~all~~credit ~~the outstanding obligations~~ under the ~~Cleveland~~GBC ~~Note~~Credit ~~into equity~~Facility ofwhile ~~the~~negotiations ~~Company~~continue, ~~at the closing of the Private Placement on September 15~~however, ~~2025.~~GBC ~~Provided~~can ~~that~~choose ~~there~~to islimit nothis access ~~event~~at ofany ~~default,~~time ~~the Maturity~~until ~~Date~~we can ~~automatically~~successfully benegotiate ~~extended~~an ~~for~~amendment ~~one~~to ~~(1)~~the ~~year~~GBC ~~period~~Credit ~~upon~~Facility ~~payment~~or ofobtain a ~~renewal~~waiver ~~fee~~from ~~for~~GBC. ~~each~~While ~~such~~we have ~~extension~~ in the ~~amount of~~past ~~three-quarters~~successfully ofrenegotiated ~~one~~the ~~percent~~terms ~~(0.75%)~~ of the ~~Revolving~~GBC ~~Loan~~Credit ~~Commitment (as defined below)~~Facility, ~~which fee will be due~~ and ~~payable~~are onoptimistic ~~or before~~about ~~the~~our ~~applicable~~ability ~~Maturity Date. The holder of the Revolving Note is entitled~~ to ~~all~~do ofso ~~the benefits and security provided for in~~again, ~~the~~there ~~Loan~~can ~~Agreement. All Revolving Loans shall~~ be ~~repaid~~no byassurances ~~the~~that ~~Company~~we onwill ~~the~~be ~~Maturity~~able ~~Date,~~to ~~unless~~negotiate ~~payable~~an ~~sooner~~amendment ~~pursuant~~ to the ~~provisions of~~GBC ~~the~~Credit ~~Loan~~Facility ~~Agreement.~~or Asobtain a ~~secured~~waiver ~~party,~~from ~~upon an event of default,~~ GBC ~~will~~on ~~have~~terms favorable ~~a first priority right~~ to ~~the~~us ~~collateral~~or ~~granted~~at ~~to them~~all. ~~under~~In ~~the Loan Agreement and IP Security Agreement~~addition, ~~and~~upon ~~we may lose our ownership interest in~~ the ~~assets~~occurrence ~~pledged~~of asan ~~security~~event ~~interest. Events~~ of default ~~have occurred~~ under the GBC Credit Facility ~~associated with certain EBITDA requirements that were not achieved for the three-month period ending April 30~~, ~~2024,~~GBC ~~May~~may 31also, ~~2024~~at ~~and July 31~~its option, ~~2024,~~declare ~~non-compliance~~its ~~with~~commitments ~~various~~to ~~representations,~~us ~~financial covenants~~terminated and ~~non-financial~~all ~~covenants relating to~~ our ~~financial~~obligations ~~restatements~~ under the ~~Loan~~GBC ~~Agreement.~~Credit WeFacility ~~have~~immediately ~~obtained~~due ~~waivers~~and ~~with~~payable, all ~~respect~~without ~~to such defaults~~demand, ~~which~~notice ~~each~~or ~~waive~~further ~~any~~action ~~failure~~ of ~~the~~any ~~Company~~kind torequired beon inthe ~~compliance~~part ~~with~~of ~~such representations~~GBC, ~~financial covenants~~ and/or ~~non-financial~~exercise ~~covenants~~other ~~under~~remedies ~~the~~available ~~Loan Agreement. We may need~~ to ~~seek~~it, ~~waivers in the future and we cannot provide any assurance that~~which ~~such~~include, ~~waivers~~among ~~will~~other bethings, ~~available~~its ~~should~~rights weas ~~not~~a besecured inparty ~~compliance~~under ~~with~~ the ~~terms of the~~ GBC Credit Facility ~~in the future~~. If weGBC ~~had~~were ~~not been able~~ to ~~obtain~~terminate ~~such~~their ~~waivers, we would have had events of default~~ commitments under the GBC Credit Facility and ~~GBC could terminate their commitments under the facility and~~ foreclose against substantially all our assets., Wewe would likely be forced to seek bankruptcy protection and our investors could lose the full value of their investment in our ~~Common~~common ~~Stock~~stock. As such, aour ~~default~~loss ~~and/or~~of ~~loss~~access to our line of credit under the GBC Credit Facility or our collateral will have a material adverse effect on our operations, business and financial condition.

Backlog may not be indicative of future operating results.

Future revenue for the Company can be influenced by order backlog. Backlog represents the dollar amount of revenues we expect to recognize in the future from contracts awarded and in progress. Backlog substantially represents new orders. Backlog is not a measure defined by generally accepted accounting principles and is not a measure of contract profitability. Our methodology for determining backlog may not be comparable to methodologies used by other companies in determining their backlog amounts. The backlog values we disclose include anticipated revenues associated with: (1) the original contract amounts; (2) change orders for which we have received written confirmations from the applicable customers; (3) change orders for which we expect to receive confirmations in the ordinary course of business; and (4) claims that we have made against customers. In addition, the timing of order placement, size, and customer delivery dates can create unusual fluctuations in backlog.

We include unapproved change orders for which we expect to receive confirmations in the ordinary course of business in backlog, generally to the extent of the lesser of the amount management expects to recover or the associated costs incurred. Any revenue that would represent profit associated with unapproved change orders is generally excluded from backlog until written confirmation is obtained from the applicable customer. However, consideration is given to our history with the customer as well as the contractual basis under which we may be operating. Accordingly, in certain cases based on our historical experience in resolving unapproved change orders with a customer, the associated profit may be included in backlog. However, if an unapproved change order is under dispute or has been previously rejected by the customer, the associated amount of revenue is treated as a claim.

For amounts included in backlog that are attributable to claims, we include unapproved claims in backlog when we have a legal basis to do so, consider collection to be probable and believe we can reliably estimate the ultimate value. Claims revenue is included in backlog to the extent of the lesser of the amount management expects to recover or associated costs incurred.

Backlog may not be indicative of future operating results, and projects in our backlog may be cancelled, modified or otherwise altered by customers. Our ability to realize revenue from the current backlog is dependent on among other things, the delivery of key parts from our vendors in a timely manner. We can provide no assurance as to the profitability of our contracts reflected in backlog.

Economic conditions may adversely affect consumer spending and the overall general health of our customers, which, in turn, may adversely affect our financial condition, results of operations and cash resources.

Uncertainty about the current and future global economic conditions may cause our customers to defer purchases or cancel purchase orders for our products in response to tighter credit, decreased cash availability and weakened consumer confidence. Our financial success is sensitive to changes in general economic conditions, both globally and nationally. Recessionary economic cycles, higher interest borrowing rates, higher fuel and other energy costs, inflation, increases in commodity prices, higher levels of unemployment, higher consumer debt levels, higher tax rates and other changes in tax laws, global instability, or other economic factors that may affect consumer spending or buying habits could continue to adversely affect the demand for our products. If credit pressures or other financial difficulties result in insolvency for our customers, it could adversely impact our financial results. There can be no assurances that government and consumer responses to the disruptions in the financial markets will restore consumer confidence.

We are dependent on a few customers for the majority of our net revenues, and our success depends on demand from OEMs and other users of our battery products.

Historically a majority of our product sales have been generated from a small number of OEMs and customers, including two (2) customers who, on an aggregate basis, made up 73% of our total revenues for the nine months ended March 31, 2026, three (3) customers who, on an aggregate basis, made up 73% of our total revenues for the nine months ended March 31, 2025, three (3) customers who, on an aggregate basis, made up 73% of our sales for the year ended June 30, 2025, and three (3) customers who, on an aggregate basis, made up 78% of our sales for the year ended June 30, 2024. As a result, our success depends on continued demand from this small group of customers and their willingness to incorporate our battery products in their equipment. The loss of a significant customer would have an adverse effect on our revenues. There is no assurance that we will be successful in our efforts to convince end users to accept our products. Our failure to gain acceptance of our products could have a material adverse effect on our financial condition and results of operations.

Additionally, OEMs, their dealers and battery distributors may be subject to changes in demand for their equipment which could significantly affect our business, financial condition and results of operations.

We do not have long-term contracts with our customers.

We do not have long-term contracts with our customers. Future agreements with respect to pricing, returns, promotions, among other things, are subject to periodic negotiation with each customer. No assurance can be given that our customers will continue to do business with us. The loss of any of our significant customers will have a material adverse effect on our business, results of operations, financial condition and liquidity. In addition, the uncertainty of product orders can make it difficult to forecast our sales and allocate our resources in a manner consistent with actual sales, and our expense levels are based in part on our expectations of future sales. If our expectations regarding future sales are inaccurate, we may be unable to reduce costs in a timely manner to adjust for sales shortfalls.

Real or perceived hazards associated with Lithium-ion battery technology may affect demand for our products.

Press reports have highlighted situations in which lithium-ion batteries in automobiles and consumer products have caught fire or exploded. In response, the use and transportation of lithium-ion batteries has been prohibited or restricted in certain circumstances. This publicity has resulted in a public perception that lithium-ion batteries are dangerous and unpredictable. Although we believe our energy storage solutions are safe, these perceived hazards may result in customer reluctance to adopt our lithium-ion based technology.

Our products may experience quality problems from time to time that could result in negative publicity, litigation, product recalls and warranty claims, which could result in decreased revenues and harm to our brands.

A failure of our battery modules could cause personal or property damages for which we would be potentially liable. Damage to or the failure of our energy storage solutions to perform to customer specifications could result in unexpected warranty expenses or result in a product recall, which would be time consuming and expensive. Such circumstances could result in negative publicity or lawsuits filed against us related to the perceived quality of our products which could harm our brand and decrease demand for our products.

We may be subject to product liability claims.

If one of our products were to cause injury to someone or cause property damage, including as a result of product malfunctions, defects, or improper installation, then we could be exposed to product liability claims. We could incur significant costs and liabilities if we are sued and if damages are awarded against us. Further, any product liability claim we face could be expensive to defend and could divert management’s attention. The successful assertion of a product liability claim against us could result in potentially significant monetary damages, penalties or fines, subject us to adverse publicity, damage our reputation and competitive position, and adversely affect sales of our products. In addition, product liability claims, injuries, defects, or other problems experienced by other companies in the solar industry could lead to unfavorable market conditions for the industry as a whole, and may have an adverse effect on our ability to attract new customers, thus harming our growth and financial performance. Although we carry product liability insurance, it may be insufficient in amount to cover our claims.

Increases in costs, disruption of supply or shortage of raw materials, in particular lithium-ion phosphate cells, could harm our business.

We may experience increases in the costs, or a sustained interruption in the supply or shortage, of raw materials. Any such cost increase or supply interruption could materially negatively impact our business, prospects, financial condition and operating results. For instance, we are exposed to multiple risks relating to price fluctuations for lithium-iron phosphate cells.

These risks include:

	●	the inability or unwillingness of battery manufacturers to supply the number of lithium-iron phosphate cells required to support our sales as demand for such rechargeable battery cells increases;

	●	disruption in the supply of cells due to quality issues or recalls by the battery cell manufacturers; and

	●	an increase in the cost of raw materials, such as iron and phosphate, used in lithium-iron phosphate cells.

Our success depends on our ability to develop new products and capabilities that respond to customer demand, industry trends or actions by our competitors and failure to do so may cause us to lose our competitiveness in the battery industry and may cause our profits to decline.

Our success will depend on our ability to develop new products and capabilities that respond to customer demand, industry trends or actions by our competitors. There is no assurance that we will be able to successfully develop new products and capabilities that adequately respond to these forces. In addition, changes in legislative, regulatory or industry requirements or in competitive technologies may render certain of our products obsolete or less attractive. If we are unable to offer products and capabilities that satisfy customer demand, respond adequately to changes in industry trends or legislative changes and maintain our competitive position in our markets, our financial condition and results of operations would be materially and adversely affected.

The research and development of new products and technologies is costly and time consuming, and there are no assurances that our research and development efforts will be either successful or completed within anticipated timeframes, if at all. Our failure to technologically evolve and/or develop new or enhanced products may cause us to lose competitiveness in the battery market. In addition, in order to compete effectively in the renewable battery industry, we must be able to launch new products to meet our customers’ demands in a timely manner. However, we cannot provide assurance that we will be able to install and certify any equipment needed to produce new products in a timely manner, or that the transitioning of our manufacturing facility and resources to full production under any new product programs will not impact production rates or other operational efficiency measures at our manufacturing facility. In addition, new product introductions and applications are risky, and may suffer from a lack of market acceptance, delays in related product development and failure of new products to operate properly. Any failure by us to successfully launch new products, or a failure by us to meet our customers criteria in order to accept such products, could adversely affect our results.

Our business will be adversely affected if we are unable to protect our intellectual property rights from unauthorized use or infringement by third parties.

Any failure to protect our intellectual proprietary rights could result in our competitors offering similar products, potentially resulting in the loss of some of our competitive advantage and a decrease in our revenue, which would adversely affect our business, prospects, financial condition and operating results. Our success depends, at least in part, on our ability to protect our core technology and intellectual property. To accomplish this, we rely on a combination of patents, patent applications, trade secrets, including know-how, employee and third-party nondisclosure agreements, copyright laws, trademarks, intellectual property licenses and other contractual rights to establish and protect our proprietary rights in our technology.

The protections provided by patent laws will be important to our future opportunities. However, such patents and agreements and various other measures we take to protect our intellectual property from use by others may not be effective for various reasons, including the following:

	●	The patents we have been granted may be challenged, invalidated or circumvented because of the pre-existence of similar patented or unpatented intellectual property rights or for other reasons;

	●	The costs associated with enforcing patents, confidentiality and invention agreements or other intellectual property rights may make aggressive enforcement impracticable; and

	●	Existing and future competitors may independently develop similar technology and/or duplicate our systems in a way that circumvents our patents.

Our patent applications may not result in issued patents, which may have a material adverse effect on our ability to prevent others from commercially exploiting products similar to ours.

We cannot be certain that we are the first creator of inventions covered by pending patent applications or the first to file patent applications on these inventions, nor can we be certain that our pending patent applications will result in issued patents or that any of our issued patents will afford protection against a competitor. In addition, patent applications that we intend to file in foreign countries are subject to laws, rules and procedures that differ from those of the United States, and thus we cannot be certain that foreign patent applications related to issue United States patents will be issued. Furthermore, if these patent applications are issued, some foreign countries provide significantly less effective patent enforcement than in the United States.

The status of patents involves complex legal and factual questions and the breadth of claims allowed is uncertain. As a result, we cannot be certain that the patent applications that we file will result in patents being issued, or that our patents and any patents that may be issued to us in the near future will afford protection against competitors with similar technology. In addition, patents issued to us may be infringed upon or designed around by others and others may obtain patents that we need to license or design around, either of which would increase costs and may adversely affect our business, prospects, financial condition and operating results.

We rely on trade secret protections through confidentiality agreements with our employees, customers and other parties; the breach of such agreements could adversely affect our business and results of operations.

We rely on trade secrets, which we seek to protect, in part, through confidentiality and non-disclosure agreements with our employees, customers and other parties. There can be no assurance that these agreements will not be breached, that we would have adequate remedies for any such breach or that our trade secrets will not otherwise become known to or independently developed by competitors. To the extent that consultants, key employees or other third parties apply technological information independently developed by them or by others to our proposed projects, disputes may arise as to the proprietary rights to such information that may not be resolved in our favor. We may be involved from time to time in litigation to determine the enforceability, scope and validity of our proprietary rights. Any such litigation could result in substantial cost and diversion of effort by our management and technical personnel.

Our business depends substantially on the continuing efforts of the members of our senior management team and our business may be severely disrupted if we lose their services or are unable to recruit qualified replacements in the event of departures.

We believe that our success is largely dependent upon the continued service of the members of our senior management team, who are responsible for who establishing our corporate strategies and focus, overseeing the execution of our business strategy and ensuring our continued growth. Our continued success will depend on our ability to attract and retain a qualified and competent management team in order to manage our existing operations and support our expansion plans. If any of the members of our senior management team are unable or unwilling to continue in their present positions, we may not be able to replace them readily. Therefore, our business may be severely disrupted, and we may incur additional expenses to recruit and retain their replacement. In addition, if any of the members of our senior management team joins a competitor or forms a competing company, we may lose some of our customers.

If we are forced to implement workforce and other cost reductions, our staff resources will be stretched making our ability to comply with legal and regulatory requirements as a public company difficult.

There can be no assurance that our management team will be able to implement and affect programs and policies in an effective and timely manner especially if subject to workforce and other cost reductions, that adequately respond to increased legal, regulatory compliance and reporting requirements imposed by such laws and regulations. Our failure to comply with such laws and regulations could lead to the imposition of fines and penalties and further result in the deterioration of our business.

Compliance with changing regulations concerning corporate governance and public disclosure may result in additional expenses.

There have been changing laws, regulations and standards relating to corporate governance and public disclosure, including the (Sarbanes-Oxley) Act of 2002, new regulations promulgated by the SEC and rules promulgated by the national securities exchanges. These new or changed laws, regulations and standards are subject to varying interpretations in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies, which could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. As a result, our efforts to comply with evolving laws, regulations and standards are likely to continue to result in increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities. Members of our Board of Directors and our chief executive officer and chief financial officer could face an increased risk of personal liability in connection with the performance of their duties. As a result, we may have difficulty attracting and retaining qualified directors and executive officers, which could harm our business. If the actions we take in our efforts to comply with new or changed laws, regulations and standards differ from the actions intended by regulatory or governing bodies, we could be subject to liability under applicable laws or our reputation may be harmed.

In addition, Sarbanes-Oxley specifically requires, among other things, that we maintain effective internal controls for financial reporting and disclosure of controls and procedures. In particular, we must perform system and process evaluation and testing of our internal controls over financial reporting to allow management to report on the effectiveness of our internal controls over financial reporting, as required by Section 404 of Sarbanes-Oxley. Our testing, or the subsequent testing by our independent registered public accounting firm, when required, may reveal deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses. Our compliance with Section 404 will require that we incur substantial accounting expense and expend significant management efforts. We currently do not have an internal audit group, and we may need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge. Moreover, if we are not able to comply with the requirements of Section 404 in a timely manner, or if we or our independent registered public accounting firm identifies deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses, the market price of our stock could decline, and we could be subject to sanctions or investigations by the SEC or other regulatory authorities, which would require additional financial and management resources.

We may face significant costs relating to environmental regulations for the storage and shipment of our lithium-ion energy storage solutions.

Federal, state, and local regulations impose significant environmental requirements on the manufacture, storage, transportation, and disposal of various components of advanced energy storage systems. Although we believe that our operations are in material compliance with applicable environmental regulations, there can be no assurance that changes in such laws and regulations will not impose costly compliance requirements on us or otherwise subject us to future liabilities. Moreover, Federal, state, and local governments may enact additional regulations relating to the manufacture, storage, transportation, and disposal of components of advanced energy storage systems. Compliance with such additional regulations could require us to devote significant time and resources and could adversely affect demand for our products. There can be no assurance that additional or modified regulations relating to the manufacture, storage, transportation, and disposal of components of advanced energy systems will not be imposed.

Natural disasters, public health crises, political crises and other catastrophic events or other events outside of our control may damage our sole facility or the facilities of third parties on which we depend, and could impact consumer spending.

Our sole production facility is located in southern California near major geologic faults that have experienced earthquakes in the past. An earthquake or other natural disaster or power shortages or outages could disrupt our operations or impair critical systems. Any of these disruptions or other events outside of our control could affect our business negatively, harming our operating results. In addition, if our sole facility, or the facilities of our suppliers, third-party service providers or customers, is affected by natural disasters, such as earthquakes, tsunamis, power shortages or outages, floods or monsoons, public health crises, such as pandemics and epidemics, political crises, such as terrorism, war, political instability or other conflict, or other events outside of our control, our business and operating results could suffer. Moreover, these types of events could negatively impact consumer spending in the impacted regions or, depending upon the severity, globally, which could adversely impact our operating results. Similar disasters occurring at our vendors’ manufacturing facilities could impact our reputation and our consumers’ perception of our brands.

Security breaches, loss of data and other disruptions could compromise sensitive information related to our business, prevent us from accessing critical information or expose us to liability, which could adversely affect our business and our reputation.

We utilize information technology systems and networks to process, transmit and store electronic information in connection with our business activities. As the use of digital technologies has increased, cyber incidents, including deliberate attacks and attempts to gain unauthorized access to computer systems and networks and divert financial resources, have increased in frequency and sophistication. These threats pose a risk to the security of our systems and networks and the confidentiality, availability and integrity of our data, all of which are vital to our operations and business strategy. There can be no assurance we will succeed in preventing cyber-attacks or successfully mitigating their effects.

Despite implementing security measures, any of the internal computer systems belonging to us or our suppliers are vulnerable to damage from computer viruses, unauthorized access, natural disasters, terrorism, war, and telecommunication and electrical failure. Any system failure, accident, security breach or data breach that causes interruptions could result in a material disruption of our product development programs. Further, our information technology and other internal infrastructure systems, including firewalls, servers, leased lines and connection to the Internet, face the risk of systemic failure, which could disrupt our operations. If any disruption or security breach results in a loss or damage to our data or applications, or inappropriate disclosure of confidential or proprietary information, we may incur resulting liability, and competitive position may be adversely affected, and the further development of our products may be delayed. Furthermore, we may incur additional costs to remedy the damage caused by these disruptions or security breaches.

Risks Related to Ownership of Our Common Stock and this Offering

The ~~sale~~issuance ofand ~~shares~~sale of our ~~Common~~common ~~Stock~~stock byto ~~the~~Roth ~~Selling~~Principal ~~Stockholders~~Investments ~~pursuant~~may cause dilution to ~~this~~our ~~prospectus~~other stockholders and ~~any~~the ~~future~~sale ~~sales~~of the shares of ~~our~~common ~~Common~~stock ~~Stock~~acquired by Roth Principal Investments, or the perception that such sales ~~could~~may occur, ~~may~~could ~~depress~~cause ~~our~~the ~~stock~~ price ~~and~~ of our ~~ability~~common ~~to raise funds in new~~ stock ~~offerings.~~to fall.

WeOn ~~may~~May ~~from~~15, ~~time-to-time~~2026, ~~issue~~we ~~additional~~entered ~~shares~~into ~~of Common Stock at a discount from~~ the ~~current~~Purchase ~~trading~~Agreement ~~price~~with ofRoth ~~our~~Principal ~~Common Stock. As a result~~Investments, ~~our~~pursuant ~~stockholders~~to ~~would~~which ~~experience~~Roth ~~immediate~~Principal ~~dilution~~Investments ~~upon~~has committed ~~the~~to purchase ofup ~~any~~to ~~shares of our Common Stock sold at such discount. In addition~~$40, ~~as opportunities present themselves~~000,000 ~~we may enter into financing or similar arrangements in the future, including the issuance~~ of ~~debt~~Purchase ~~securities~~Shares, ~~Preferred~~upon ~~Stock or Common Stock. On October 2, 2025,~~ the ~~Company~~terms ~~filed~~and ~~the~~subject ~~Primary Offering Registration Statement with the SEC~~ to, ~~among other reasons, increase~~ the ~~Company’s~~conditions ~~stockholders’~~set ~~equity~~forth ~~so that the Company can be~~ in ~~compliance with~~ the ~~Stockholders’~~Purchase ~~Equity Requirement~~Agreement. The ~~However,~~shares ~~the~~of ~~Primary~~our ~~Offering~~common ~~Registration~~stock ~~Statement~~that ~~has~~may ~~not~~be ~~yet~~issued ~~been~~under ~~declared effective and while~~ the ~~Company~~Purchase ~~has~~Agreement ~~filed~~may anbe ~~amendment~~sold toby ~~allow~~us ~~the Registration Statement~~ to ~~become~~Roth ~~effective~~Principal inInvestments ~~accordance~~at ~~with Section 8(a)~~our ofdiscretion ~~the~~from ~~Securities~~time ~~Act due~~ to ~~the~~time ~~government~~over ~~shutdown,~~a it36-month ~~may~~period ~~not~~following ~~become~~the effective. Indate ~~addition,~~of ~~any offering or financing, whether pursuant to~~ the ~~Primary~~registration ~~Offering~~statement ~~Registration Statement or otherwise, will depend on a number~~ of ~~factors~~which ~~and~~this ~~market conditions and there can be~~prospectus noforms ~~assurances~~a ~~as to whether or when such an offering may be completed~~part, ifsubject ~~at all, or as~~ to ~~the~~certain ~~size~~conditions. orThe ~~terms~~purchase ofprice ~~any~~for ~~such~~the ~~offering. Sales of~~ shares ofthat ~~our~~we ~~Common~~may ~~Stock~~sell ~~by the Selling Stockholders pursuant~~ to ~~this~~Roth ~~prospectus~~Principal ,Investments ~~and~~under ~~otherwise in~~ the ~~public market, or the perception~~ ~~that~~Purchase ~~such~~Agreement ~~sales~~will ~~could~~fluctuate ~~occur,~~based ~~may~~on ~~lower~~ the market price of our ~~Common~~common ~~Stock~~stock. ~~and~~Depending ~~may~~on ~~make~~demand itand ~~more~~market ~~difficult~~liquidity ~~for~~at usthe totime, sales ~~sell~~of ~~equity~~such ~~securities or~~shares ~~equity-related~~by ~~securities~~Roth inPrincipal ~~the~~Investments ~~future~~may atcause athe ~~time~~trading ~~and~~ price ~~that~~of our ~~management~~common ~~deems~~stock ~~acceptable,~~to ~~or at all~~fall.

~~The~~We ~~price~~generally have the right to control the timing and amount of any future sales of our shares to Roth Principal Investments. Any sales of our common stock ~~may~~to Roth Principal Investments will depend upon market conditions and other factors to be ~~volatile~~determined by us. We may ultimately decide to sell to Roth Principal Investments all, ~~which~~some ~~could~~or ~~result~~none inof ~~substantial~~the ~~losses~~shares of our common stock that may be available for us ~~investors~~to sell pursuant to the Purchase Agreement. ~~Further~~If and when we sell shares to Roth Principal Investments, anRoth ~~active~~Principal Investments may then resell all, ~~liquid~~some ~~and~~or ~~orderly~~none ~~trading~~of those shares at any time or from time to time in its discretion. See the section titled “Plan ~~market~~of ~~for~~Distribution ~~our~~(Conflict ~~Common~~of ~~Stock~~Interest)” ~~may~~elsewhere ~~not~~in bethis ~~sustained~~prospectus for more information. Therefore, ~~and~~our wesales doto ~~not~~Roth ~~know~~Principal Investments ~~what~~could result in substantial dilution to the ~~market~~interests ~~price~~of other holders of our ~~Common~~common ~~Stock~~stock. ~~will be~~Additionally, ~~and~~the assale of a ~~result~~substantial itnumber ~~may~~of beshares of our common stock to Roth Principal Investments, or the anticipation of such sales, could make it more difficult for us ~~you~~ to sell ~~your~~equity ~~shares~~or ofequity-related ~~our~~securities ~~Common~~in ~~Stock~~the future at a time and at a price that we might otherwise wish to effect sales.

Although our Common Stock is listed on The Nasdaq Capital Market, the market for our shares has demonstrated varying levels of trading activity. Furthermore, an active trading market for our shares may not be sustained in the future. You may not be able to sell your shares quickly or at the market price if trading in shares of our Common Stock is not active. An inactive market may also impair our ability to raise capital by selling shares of our Common Stock and may impair our ability to enter into strategic partnerships or acquire companies or products by using shares of our Common Stock as consideration, which could have a material adverse effect on our business, financial condition, and results of operations. Further, the trading price of our Common Stock is likely to be highly volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond our control, including limited trading volume. In addition, the stock market in general, and biopharmaceutical companies in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of these companies. Broad market and industry factors may negatively affect the market price of our Common Stock, regardless of our actual operating performance. In the past, securities class action litigation has often been instituted against companies following periods of volatility in the market price of a company’s securities. This type of litigation, if instituted, could result in substantial costs and a diversion of management’s attention and resources, which could have a material adverse effect on our business, financial condition, and results of operations.25

It is not possible to predict the actual number of shares we will sell under the Purchase Agreement to Roth Principal Investments, or the actual gross proceeds resulting from those sales.

On May 15, 2026, we entered into the Purchase Agreement with Roth Principal Investments, pursuant to which Roth Principal Investments has committed to purchase up to $40,000,000 of shares of our common stock, subject to certain limitations and conditions set forth in the Purchase Agreement. The shares of our common stock that may be issued under the Purchase Agreement may be sold by us to Roth Principal Investments at our discretion from time to time during the Commitment Period.

We generally have the right to control the timing and amount of any sales of our shares of common stock to Roth Principal Investments under the Purchase Agreement. Sales of our common stock, if any, to Roth Principal Investments under the Purchase Agreement will depend upon market conditions and other factors to be determined by us. We may ultimately decide to sell to Roth Principal Investments all, some or none of the shares of our common stock that may be available for us to sell to Roth Principal Investments pursuant to the Purchase Agreement.

Moreover, to the extent that the Exchange Cap remains applicable to issuances and sales of our common stock under the Purchase Agreement, if we elect to issue and sell to Roth Principal Investments more shares of common stock than the Exchange Cap (or 4,272,062 shares of common stock) under the Purchase Agreement, which we have the right, but not the obligation, to do, we must first obtain stockholder approval to issue shares of common stock in excess of the Exchange Cap under the Purchase Agreement in accordance with applicable Nasdaq rules. Any issuance and sale by us under the Purchase Agreement of a substantial amount of shares of common stock in addition to the 38,461,538 shares of common stock being registered for resale by Roth Principal Investments under the registration statement that includes this prospectus could cause additional substantial dilution to our stockholders. The number of shares of common stock ultimately offered for resale by Roth Principal Investments through this prospectus is dependent upon the number of shares of common stock, if any, we elect to sell to Roth Principal Investments under the Purchase Agreement from and after the Commencement Date.

Investors who buy shares at different times will likely pay different prices.

Pursuant to the Purchase Agreement, we will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold to Roth Principal Investments. If and when we do elect to sell shares of our common stock to Roth Principal Investments pursuant to the Purchase Agreement, after Roth Principal Investments has acquired such shares, Roth Principal Investments may resell all, some or none of such shares at any time or from time to time in its discretion and at different prices. As a result, investors who purchase shares from Roth Principal Investments in this offering at different times will likely pay different prices for those shares, and so may experience different levels of dilution, and in some cases substantial dilution, and different outcomes in their investment results. Investors may experience a decline in the value of the shares they purchase from Roth Principal Investments in this offering as a result of future sales made by us to Roth Principal Investments at prices lower than the prices such investors paid for their shares in this offering. In addition, if we sell a substantial number of shares to Roth Principal Investments under the Purchase Agreement, or if investors expect that we will do so, the actual sales of shares or the mere existence of our arrangement with Roth Principal Investments may make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect such sales.

Our management team will have broad discretion over the use of the net proceeds from our sale of shares of common stock to Roth Principal Investments, if any, and you may not agree with how we use the proceeds and the proceeds may not be invested successfully.

Our management team will have broad discretion as to the use of the net proceeds from our sale of shares of common stock to Roth Principal Investments, if any, and we could use such proceeds for purposes other than those contemplated at the time of commencement of this offering. Accordingly, you will be relying on the judgment of our management team with regard to the use of those net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. It is possible that, pending their use, we may invest those net proceeds in a way that does not yield a favorable, or any, return for us. The failure of our management team to use such funds effectively could have a material adverse effect on our business, financial condition, operating results and cash flows.

The Selling Stockholder will pay less than the then-prevailing market price for our shares of common stock, which could cause the price of our common stock to decline.

The purchase price of our common stock to be sold to Roth Principal Investments under the Purchase Agreement is derived from the market price of our common stock on Nasdaq. Common stock to be sold to Roth Principal Investments pursuant to the Purchase Agreement will be purchased at a discounted price. The actual amount of proceeds we receive pursuant to each Purchase Notice (each, the “Purchase Amount”) is determined by multiplying the Purchase Amount requested by the applicable purchase price. See section entitled “The Committed Equity Facility” for more information.

The Selling Stockholder may sell the shares it receives immediately after receipt of such shares, and/or may sell such shares short prior to the purchase of such shares, which may be prior to final determination of the purchase price for such shares and could cause the price of our common stock to decrease. If the price of our common stock declines, then Roth Principal Investments may pay a lower purchase price for such shares.

The price of our stock may be volatile, which could result in substantial losses for investors. Further, an active, liquid and orderly trading market for our common stock may not be sustained, and we do not know what the market price of our common stock will be, and as a result it may be difficult for you to sell your shares of our common stock.

Although our common stock is listed on The Nasdaq Capital Market, the market for our shares has demonstrated varying levels of trading activity. Furthermore, an active trading market for our shares may not be sustained in the future. You may not be able to sell your shares quickly or at the market price if trading in shares of our common stock is not active. An inactive market may also impair our ability to raise capital by selling shares of our common stock and may impair our ability to enter into strategic partnerships or acquire companies or products by using shares of our common stock as consideration, which could have a material adverse effect on our business, financial condition, and results of operations. Further, the trading price of our common stock is likely to be highly volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond our control, including limited trading volume. In addition, the stock market in general, and biopharmaceutical companies in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of these companies. Broad market and industry factors may negatively affect the market price of our common stock, regardless of our actual operating performance. In the past, securities class action litigation has often been instituted against companies following periods of volatility in the market price of a company’s securities. This type of litigation, if instituted, could result in substantial costs and a diversion of management’s attention and resources, which could have a material adverse effect on our business, financial condition, and results of operations.

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.

The trading market for our ~~Common~~common ~~Stock~~stock depends in part on the research and reports that securities or industry analysts publish about us or our business.

If one or more of the analysts covering us downgrades our stock or publishes inaccurate or unfavorable research about our business, our stock price may decline. In addition, if one or more of these analysts ceases coverage of our company or fails to publish reports on us regularly, demand for our stock could decrease, which might cause our stock price and trading volume to decline.

23Sales and issuances of our common stock or other securities could result in additional dilution of the percentage ownership of our stockholders and could cause our share price to fall.

~~Sales~~If ~~and~~we ~~issuances~~sell additional shares of our ~~Common~~common ~~Stock~~stock, convertible securities or other equity securities, existing stockholders may be materially diluted by subsequent sales and new investors could ~~result~~gain inrights, ~~additional~~preferences, ~~dilution~~and ofprivileges ~~the~~senior ~~percentage~~to ~~ownership~~existing holders of our ~~stockholders~~common ~~and~~stock. ~~could~~The ~~cause~~sale, or perceived potential sale, of a substantial number of shares of our ~~share~~common stock in the public market could adversely affect the market price for our common stock and make it more difficult for other stockholders to ~~fall~~sell their holdings at times and prices that they determine are appropriate.

IfThe wemarket ~~sell~~price ~~additional shares~~ of our ~~Common~~common ~~Stock,~~stock ~~convertible securities or other equity securities, existing stockholders may be materially diluted by subsequent sales and new investors~~ could ~~gain~~become ~~rights~~volatile, ~~preferences,~~or ~~and privileges senior to existing holders of~~ our ~~Common Stock.~~trading Onvolume ~~October~~become 2weak, ~~2025,~~either we filed the Primary Offering Registration Statement with the SEC to, among other reasons, increase our stockholders’ equity so that we can be in compliance with the Stockholders’ Equity Requirement. However, the Primary Offering Registration Statement has not yet been declared effective and while we have filed an amendment to allow the Registration Statement to become effective in accordance with Section 8(a) of ~~the~~which ~~Securities~~could ~~Act~~lead ~~due~~ to the ~~government~~price ~~shutdown, it may not become effective. In addition, any offering or financing,~~of ~~whether~~our ~~pursuant~~stock tobeing ~~the~~depressed ~~Primary~~at ~~Offering Registration Statement or otherwise, will depend on~~ a ~~number~~time ~~of factors and market conditions and there can be no assurances as to whether or~~ when ~~such~~you ~~an offering~~ may bewant ~~completed, if at all, or as~~ to the size or terms of any such offering. The sale, or perceived potential sale, of a substantial number of shares of our Common Stock in the public market could adversely affect the market price for our Common Stock and make it more difficult for other stockholders to sell ~~their holdings at times and prices that they determine are appropriate~~.

Our common stock is being traded on The Nasdaq Capital Market under the symbol “FLUX.” We cannot predict the extent to which ~~market~~investor ~~price~~interest ofin our ~~Common~~common ~~Stock~~stock ~~could~~will ~~become~~lead ~~volatile,~~to the development of an active trading market on that stock exchange or any other exchange in the future. An active market for our ~~trading~~common stock may never develop. We cannot assure you that the volume ~~become~~of ~~weak,~~trading ~~either~~in shares of our ~~which~~common ~~could~~stock ~~lead~~will toincrease in the future. The trading price of our common stock ~~being~~has ~~depressed~~experienced atvolatility aand ~~time~~is ~~when~~likely ~~you~~to ~~may~~continue to ~~want~~be highly volatile in response to ~~sell.~~numerous factors which have been discussed in this section entitled “Risk Factors,” and additional factors, many of which are beyond our control, including, without limitation, the following:

● Our ~~Common~~ ~~Stock~~earnings isreleases, ~~being~~actual ~~traded~~or onanticipated ~~The~~changes ~~Nasdaq~~in ~~Capital~~our ~~Market~~earnings, ~~under~~fluctuations ~~the~~in ~~symbol~~our ~~“FLUX.”~~operating Weresults ~~cannot~~or ~~predict~~our failure to meet the ~~extent~~expectations toof ~~which investor~~financial ~~interest~~market inanalysts ~~our~~and ~~Common~~investors; ~~Stock~~● ~~will~~Changes ~~lead~~in tofinancial ~~the~~estimates ~~development~~by ofsecurities ananalysts, ~~active~~if ~~trading~~any, ~~market~~who onmight ~~that~~cover our stock; ~~exchange~~● orSpeculation ~~any~~about ~~other~~our ~~exchange~~ business in the ~~future.~~press Anor ~~active~~the ~~market~~investment ~~for~~community; ● Significant developments relating to our ~~Common~~relationships ~~Stock~~with ~~may~~our ~~never~~customers ~~develop.~~or Wesuppliers; ~~cannot~~● ~~assure~~Stock ~~you~~market ~~that~~price ~~the~~and volume fluctuations of ~~trading~~other inpublicly ~~shares~~traded ~~of our~~companies ~~Common~~and, ~~Stock~~in ~~will~~particular, ~~increase~~those that are in ~~the~~our ~~future.~~industry; ~~The~~● ~~trading~~Customer ~~price~~demand offor our ~~Common~~products; ~~Stock~~● ~~has~~Investor ~~experienced~~perceptions ~~volatility~~of ~~and~~our isindustry ~~likely~~in togeneral ~~continue to~~and beour ~~highly~~Company ~~volatile~~ in ~~response~~particular; to● ~~numerous~~General ~~factors~~economic ~~which~~conditions ~~have~~and ~~been~~trends; ~~discussed~~● inAnnouncements ~~this~~by ~~section~~us ~~entitled~~or ~~“Risk~~our ~~Factors~~competitors of new products,~~” and~~ ~~additional~~significant ~~factors~~acquisitions, ~~many~~strategic ofpartnerships ~~which~~or ~~are~~divestitures; ~~beyond~~● ~~our~~Changes ~~control~~in accounting standards, ~~including~~policies, ~~without limitation~~guidance, ~~the~~interpretation ~~following:~~or principles;

● Our earnings releases, actual or anticipated changes in our earnings, fluctuations in our operating results or our failure to meet the expectations of financial market analysts and investors; ● Changes in financial estimates by securities analysts, if any, who might cover our stock; ● Speculation about our business in the press or the investment community; ● Significant developments relating to our relationships with our customers or suppliers; ● Stock market price and volume fluctuations of other publicly traded companies and, in particular, those that are in our industry; ● Customer demand for our products; ● Investor perceptions of our industry in general and our Company in particular; ● General economic conditions and trends; ● Announcements by us or our competitors of new products, significant acquisitions, strategic partnerships or divestitures; ● Changes in accounting standards, policies, guidance, interpretation or principles; ● Loss of external funding sources; ● Sales of our Common Stock, including sales by our directors, officers or significant stockholders; and ● Additions or departures of key personnel, including but not limited to our chief financial officer.28

24● Loss of external funding sources; ● Sales of our common stock, including sales by our directors, officers or significant stockholders; and ● Additions or departures of key personnel, including but not limited to our chief financial officer.

The trading price and volume of our ~~Common~~common ~~Stock~~stock may impact your ability to sell your shares of ~~Common~~common ~~Stock~~stock, causing you to lose all or part of your investment.

The ownership of our stock is highly concentrated in one of our directors.

Michael Johnson, our director and sole director of Esenjay Investments LLC, beneficially owns approximately 2520.7% of our outstanding ~~Common~~common ~~Stock~~stock on an as-converted basis as of ~~September~~April 2630, ~~2025,~~2026 which includes ~~Common~~common ~~Stock~~stock underlying options, restricted stock units and warrants that were exercisable or convertible, or which would become exercisable or convertible or would vest, as applicable, within 60 days. As a result of his ownership, Mr. Johnson and Esenjay Investments LLC are able to significantly influence all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions. This concentration of ownership may also have the effect of delaying or preventing a change in control.

We do not intend to pay dividends on shares of our ~~Common~~common ~~Stock~~stock for the foreseeable future.

We have never declared or paid any cash dividends on shares of our ~~Common~~common ~~Stock~~stock. We intend to retain any future earnings to fund the operation and expansion of our business and, therefore, we do not anticipate paying cash dividends on shares of our ~~Common~~common ~~Stock~~stock in the foreseeable future.

Preferred Stock may be issued under our Articles of Incorporation, which may have superior rights to our ~~Common~~common ~~Stock~~stock.

Pursuant to our Second Amended and Restated Articles of Incorporation (“Restated Articles”), our Board of Directors have the authority to fix the rights and preferences of the Preferred Stock by resolution from time to time, without requiring the vote of the holders of our ~~Common~~common ~~Stock~~stock or Preferred Stock would, unless otherwise expressly required by the Restated Articles, the Preferred Stock designation creating any series of Preferred Stock, or to the extent required by the Nevada Revised Statutes or Nasdaq (“Required Approval”). The Board of Directors could authorize the issuance of Preferred Stock with voting or conversion rights that are superior to the rights of holders of ~~Common~~common ~~Stock~~stock and issuance of such Preferred Stock could dilute the voting power or rights of the holders of ~~Common~~common ~~Stock~~stock. As such, the issuance of any Preferred Stock could diminish the rights of holders of our ~~Common~~common ~~Stock~~stock, or delay or prevent a change of control of our Company and, therefore, could reduce the value of such ~~Common~~common ~~Stock~~stock.

The issuance of shares of our Series A Preferred Stock would reduce the voting power and dilute the ownership of holders of our ~~Common~~common ~~Stock~~stock, and may adversely affect the market price of our ~~Common~~common ~~Stock~~stock.

On September 15, 2025, we completed the private placement of 258,144 Prefunded Warrants to purchase up to 258,144 shares of our Series A Preferred Stock to certain accredited investors for gross proceeds of $5 million. Upon the exercise of the Prefunded Warrants and issuance of the shares of Series A Preferred Stock, holders of the Series A Preferred Stock will be entitled to vote as a single class with the holders of ~~Common~~common ~~Stock~~stock on an as-if-converted-to-common-stock-basis based on the greater of the (i) Conversion Price, or the (ii) Minimum Price as defined in Rule 5635(d) of the Nasdaq Listing Rules. Holders of Series A Preferred Stock shall also have the right to vote as a separate class with respect to certain specified matters. In addition, holders of our Series A Preferred Stock are entitled to receive cumulative cash dividends at an annual dividend rate of 8.0%, which may be payable in kind or in cash at the option of the Company. The subsequent issuance of additional shares of Series A Preferred Stock through the payment of dividends will reduce the relative voting power of the holders of our ~~Common~~common ~~Stock~~stock.

With respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, all shares of Series A Preferred Stock rank senior to all the ~~Common~~common ~~Stock~~stock and any other class of securities that is specifically designated as Junior Securities. Holders of Series A Convertible Preferred Stock have the right to receive a liquidation preference entitling them to be paid out of our assets available for distribution to stockholders before any payment may be made to holders of any other class or series of capital stock, an amount equal to the purchase price per warrant to purchase Series A Preferred Stock paid for by the holders of Series A Preferred Stock (adjusted for any stock splits, stock dividends, recapitalizations, or similar transaction with respect to the Series A Preferred Stock) for each share of Series A Preferred Stock before any distribution or payment will be made to the holders of any Junior Securities, and if the assets of the Company will be insufficient to pay in full such amounts, then the entire assets to be distributed to the holders of shares of Series A Preferred Stock will be ratably distributed among such holders in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full. Holders of shares of Series A Preferred Stock will have conversion rights that are superior to the rights of holders of ~~Common~~common ~~Stock~~stock which issuance could dilute the voting power or rights of the holders of ~~Common~~common ~~Stock~~stock, and anti-dilutive protection, which our holders of ~~Common~~common ~~Stock~~stock do not and will not have.

In addition, the conversion of the Series A Preferred Stock to our ~~Common~~common ~~Stock~~stock would dilute the ownership interest of existing holders of our ~~Common~~common ~~Stock~~stock, and any sales in the public market of the ~~Common~~common ~~Stock~~stock issuable upon conversion of the Series A Preferred Stock could adversely affect prevailing market prices of our ~~Common~~common ~~Stock~~stock. In connection with the Amended and Restated ~~Purchase~~Private Placement Purchase Agreement (as defined herein) and the Private Placement, we entered into a registration rights agreement pursuant to which we agreed to prepare and file a registration statement with the SEC covering the resale of a number of shares of ~~Common~~common ~~Stock~~stock underlying the Series A Preferred Stock and the Common Warrants issued pursuant to the Amended and Restated Private Placement Purchase Agreement. ~~These~~We filed the registration ~~rights~~statement ~~would~~(the ~~facilitate~~“Resale Registration Statement”) in October 2025, which became effective in November 2025. The Resale Registration Statement facilitates the resale of such securities into the public market, and any such resale would increase the number of shares of our ~~Common~~common ~~Stock~~stock available for public trading. Sales by the investors in the Private Placement of a substantial number of shares of our ~~Common~~common ~~Stock~~stock in the public market, or the perception that such sales might occur, could have a material adverse effect on the price of our ~~Common~~common ~~Stock~~stock.

2529

THE COMMITTED EQUITY FACILITY

On May 15, 2026, we entered into the Purchase Agreement and the Registration Rights Agreement with Roth Principal Investments. Upon the terms and subject to the satisfaction of the conditions contained in the Purchase Agreement, from and after the Commencement Date, we will have the right, in our sole discretion, to sell to Roth Principal Investments up to $40,000,000 of shares of our common stock, subject to certain limitations set forth in the Purchase Agreement, from time to time after the date of this prospectus and during the term of the Purchase Agreement. Sales of common stock by us to Roth Principal Investments under the Purchase Agreement, and the timing of any such sales, are solely at our option, and we are under no obligation to sell any securities to Roth Principal Investments under the Purchase Agreement. In accordance with our obligations under the Registration Rights Agreement, we have filed the registration statement that includes this prospectus with the SEC to register under the Securities Act the resale by Roth Principal Investments of up to 38,461,538 Purchase Shares that we may, in our sole discretion, direct Roth Principal Investments to purchase from us pursuant to the Purchase Agreement, from time to time after the date of this prospectus and during the term of the Purchase Agreement.

We do not have the right to commence any sales of our common stock to Roth Principal Investments under the Purchase Agreement until the Commencement Date, which is the date on which all of the conditions to Roth Principal Investments’ purchase obligation set forth in the Purchase Agreement have initially been satisfied, none of which are in Roth Principal Investments’ control, including that the registration statement that includes this prospectus shall have been declared effective by the SEC and the final form of this prospectus shall have been filed with the SEC. From and after the Commencement Date, we have the right, but not the obligation, from time to time at our sole discretion for a period of up to 36 months, unless the Purchase Agreement is earlier terminated, to direct Roth Principal Investments to purchase up to a specified maximum amount of shares of common stock in one or more Market Open Purchases, Intraday Purchases, Pre-Market Purchases and Post-Market Purchases as set forth in the Purchase Agreement, by timely delivering the applicable Purchase Notice for each such Purchase to Roth Principal Investments in accordance with the Purchase Agreement on any trading day we select as the Purchase Date therefor, so long as (i) the closing sale price of our common stock on the trading day immediately prior to such Purchase Date is not less than the Threshold Price and (ii) all shares of common stock subject to all prior Purchases effected by us under the Purchase Agreement on or before the trading day immediately preceding such Purchase Date have been timely received by Roth Principal Investments at such time and in the manner set forth in the Purchase Agreement.

From and after Commencement, the Company will control the timing and amount of any sales of common stock to Roth Principal Investments. Actual sales of shares of our common stock to Roth Principal Investments under the Purchase Agreement will depend on a variety of factors to be determined by us from time to time, including, among other things, market conditions, the trading price of our common stock and determinations by us as to the appropriate sources of funding for our company and its operations.

Under the applicable Nasdaq rules, in no event may we issue to Roth Principal Investments under the Purchase Agreement shares of common stock in excess of the Exchange Cap (or 4,272,062 shares of common stock, representing 19.999% of the shares of our common stock outstanding immediately prior to the execution of the Purchase Agreement), unless (i) we obtain stockholder approval to issue shares of common stock in excess of the Exchange Cap in accordance with applicable Nasdaq rules, or (ii) the average price per share paid by Roth Principal Investments for all of the shares of common stock that we direct Roth Principal Investments to purchase from us pursuant to the Purchase Agreement, if any, equals or exceeds $1.2143 (representing the lower of (a) the official closing price of our common stock on Nasdaq on the trading day immediately prior to the execution of the Purchase Agreement and (b) the average official closing price of our common stock on Nasdaq for the five consecutive trading days ending on the trading day immediately prior to the execution of the Purchase Agreement, adjusted as required by Nasdaq to take into account, among other things, our payment of the Cash Commitment Fee to Roth Principal Investments), so that the Exchange Cap limitation will not apply to issuances and sales of common stock pursuant to the Purchase Agreement.

Moreover, we may not issue or sell any shares of common stock to Roth Principal Investments under the Purchase Agreement which, when aggregated with all other shares of common stock then beneficially owned by Roth Principal Investments and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 thereunder), would result in Roth Principal Investments beneficially owning shares of common stock in excess of the 4.99% Beneficial Ownership Limitation.

The net proceeds to us from sales that we elect to make to Roth Principal Investments under the Purchase Agreement, if any, will depend on the frequency and prices at which we sell shares of our common stock to Roth Principal Investments. We expect that any proceeds received by us from such sales to Roth Principal Investments will be used for working capital and general corporate purposes.

Neither we nor Roth Principal Investments may assign or transfer any of our respective rights or obligations under the Purchase Agreement or the Registration Rights Agreement, and no provision of the Purchase Agreement or the Registration Rights Agreement may be modified or waived by us or Roth Principal Investments.

As consideration for Roth Principal Investments’ commitment to purchase shares of common stock at our direction upon the terms and subject to the conditions set forth in the Purchase Agreement, we (i) paid to Roth Principal Investments a cash “structuring fee” of $25,000, prior to our execution of the Purchase Agreement, and (ii) agreed to pay to Roth Principal Investments the Cash Commitment Fee of $800,000, which is equal to 2.0% of Roth Principal Investments’ $40,000,000 total aggregate dollar amount purchase commitment under the Purchase Agreement. The Cash Commitment Fee will be paid over time by Roth Principal Investments withholding cash amounts equal to 10% of the total aggregate Purchase Price payable by Roth Principal Investments to us in connection with each Purchase of shares of our common stock effected under the Purchase Agreement, until such time as Roth Principal Investments shall have received from such cash withholdings a total aggregate amount in cash equal to $800,000, representing the entire Cash Commitment Fee payable to Roth Principal Investments pursuant to the Purchase Agreement.

In addition, we have agreed to reimburse Roth Principal Investments the Initial Legal Fee Reimbursement Amount of $75,000, upon our execution of the Purchase Agreement and the Registration Rights Agreement, for the reasonable legal fees and disbursements of Roth Principal Investments’ legal counsel in connection with the transactions contemplated by the Purchase Agreement and the Registration Rights Agreement. We have also agreed to reimburse Roth Principal Investments the Additional Investor Legal Fee Reimbursement Amount of up to $7,500 per fiscal quarter for the reasonable legal fees and disbursements of Roth Principal Investments’ legal counsel in connection with quarterly and annual bring-down due diligence investigations and related matters as contemplated by the Purchase Agreement.

The Purchase Agreement and the Registration Rights Agreement contain customary representations, warranties, conditions and indemnification obligations of the parties. Copies of the agreements have been filed as exhibits to the registration statement that includes this prospectus and are available electronically on the SEC’s website at www.sec.gov.

Purchases of Common Stock Under the Purchase Agreement

Market Open Purchases

From and after the Commencement Date, we will have the right, but not the obligation, from time to time at our sole discretion for a period of up to 36 months, unless the Purchase Agreement is earlier terminated, beginning on the Commencement Date, to direct Roth Principal Investments to purchase a specified number of shares of common stock, not to exceed the applicable Market Open Purchase Maximum Amount, in a Market Open Purchase under the Purchase Agreement, by timely delivering a written Market Open Purchase Notice to Roth Principal Investments, prior to 9:00 a.m., New York City time, on any trading day we select as the Purchase Date for such Market Open Purchase, so long as:

	●	the closing sale price of our common stock on the trading day immediately prior to such Purchase Date is not less than the Threshold Price; and

	●	all shares of common stock subject to all prior Purchases effected by us under the Purchase Agreement on or before the trading day immediately preceding such Purchase Date have been timely received by Roth Principal Investments prior to the time we deliver such Market Open Purchase Notice.

The Purchase Maximum Amount applicable to such Market Open Purchase will be equal to the lesser of:

	●	2,000,000 shares of common stock; and

	●	the Market Open Purchase Percentage (as specified in the applicable Market Open Purchase Notice for such Purchase) of the total aggregate number (or volume) of shares of our common stock traded on Nasdaq during the applicable Market Open Purchase Valuation Period for such Market Open Purchase.

The actual number of shares of common stock that Roth Principal Investments will be required to purchase in a Market Open Purchase, which we refer to as the Market Open Purchase Share Amount, will be equal to the number of shares that we specify in the applicable Market Open Purchase Notice, subject to adjustment to the extent necessary to give effect to the applicable Market Open Purchase Maximum Amount and other applicable limitations set forth in the Purchase Agreement, including the Beneficial Ownership Limitation and, if then applicable, the Exchange Cap.

The per share purchase price that Roth Principal Investments will be required to pay for the Market Open Purchase Share Amount in a Market Open Purchase effected by us pursuant to the Purchase Agreement, if any, will be equal to the VWAP of our common stock for the applicable Market Open Purchase Valuation Period on the Purchase Date for such Market Open Purchase, less a fixed 3.0% discount to the VWAP for such Market Open Purchase Valuation Period. The Market Open Purchase Valuation Period for a Market Open Purchase is defined in the Purchase Agreement as the period beginning at the official open (or “commencement”) of the regular trading session on Nasdaq on the applicable Purchase Date for such Market Open Purchase, and ending at the earliest to occur of:

	●	3:59 p.m., New York City time, on such Purchase Date or such earlier time publicly announced by the trading market as the official close of the regular trading session on such Purchase Date;

	●	such time that the total aggregate number (or volume) of shares of common stock traded on Nasdaq during such Market Open Purchase Valuation Period reaches the applicable Market Open Purchase Share Volume Maximum for such Market Open Purchase, which will be determined by dividing (a) the applicable Market Open Purchase Share Amount for such Market Open Purchase, by (b) the Market Open Purchase Percentage we specified in the applicable Market Open Purchase Notice for such Market Open Purchase); and

	●	if we further specify in the applicable Market Open Purchase Notice for such Market Open Purchase that a Limit Order Discontinue Election shall apply to such Market Open Purchase, such time that the trading price of our common stock on Nasdaq during such Market Open Purchase Valuation Period (calculated in accordance with the Purchase Agreement) falls below the applicable Minimum Price Threshold.

Under the Purchase Agreement, for purposes of calculating the volume of shares of common stock traded during a Market Open Purchase Valuation Period, including for purposes of determining whether the applicable Market Open Purchase Share Volume Maximum for a Market Open Purchase has been reached, for purposes of calculating the VWAP of our common stock for the applicable Market Open Purchase Valuation Period, and to the extent that we specify in the applicable Market Open Purchase Notice that the Limit Order Discontinue Election will apply, the following transactions, to the extent they occur during such Market Open Purchase Valuation Period, shall be excluded: (x) the opening or first purchase of common stock at or following the official open of the regular trading session on Nasdaq on the applicable Purchase Date for such Market Open Purchase, (y) the last or closing sale of common stock at or prior to the official close of the regular trading session on Nasdaq on the applicable Purchase Date for such Market Open Purchase, and (z) if we have specified in the applicable Market Open Purchase Notice for such Market Open Purchase that a Limit Order Continue Election, rather than a Limit Order Discontinue Election, shall apply to such Market Open Purchase, all purchases and sales of common stock on Nasdaq during such Market Open Purchase Valuation Period at a price per share that is less than the applicable Minimum Price Threshold for such Market Open Purchase.

Intraday Purchases

In addition to the Market Open Purchases described above, from and after the Commencement Date, we will also have the right, but not the obligation, subject to the continued satisfaction of the conditions set forth in the Purchase Agreement, to direct Roth Principal Investments to make Intraday Purchases (whether or not a Market Open Purchase is effected on such Purchase Date), not to exceed the applicable Intraday Purchase Maximum Amount, in an Intraday Purchase under the Purchase Agreement, by timely delivering a written Intraday Purchase Notice to Roth Principal Investments, after 10:00 a.m., New York City time (and after the Market Open Purchase Valuation Period for any earlier Market Open Purchase and the Intraday Purchase Valuation Period for the most recent prior Intraday Purchase effected on the same Purchase Date if applicable, have ended), and prior to 2:00 p.m., New York City time, on such Purchase Date, so long as:

	●	the closing sale price of our common stock on the trading day immediately prior to such Purchase Date is not less than the Threshold Price; and

	●	all shares of common stock subject to all prior Purchases (as applicable) effected by us under the Purchase Agreement on or before the trading day immediately preceding such Purchase Date, including all prior purchases effected on the same Purchase Date as such applicable Intraday Purchase, have been timely received by Roth Principal Investments on the applicable Purchase Share Delivery Dates for such prior Purchases in accordance with the Purchase Agreement.

The Intraday Purchase Maximum Amount applicable to such Intraday Purchase will be equal to the lesser of:

	●	2,000,000 shares of common stock; and

	●	the Intraday Purchase Percentage (as specified by us in the applicable Intraday Purchase Notice for such Intraday Purchase) of the total aggregate number (or volume) of shares of our common stock traded on Nasdaq during the applicable Intraday Purchase Valuation Period for such Intraday Purchase.

The actual number of shares of common stock that Roth Principal Investments will be required to purchase in an Intraday Purchase, which we refer to as the Intraday Purchase Share Amount, will be equal to the number of shares that we specify in the applicable Intraday Purchase Notice, subject to adjustment to the extent necessary to give effect to the applicable Intraday Purchase Maximum Amount and other applicable limitations set forth in the Purchase Agreement, including the Beneficial Ownership Limitation and, if then applicable, the Exchange Cap.

The per share purchase price that Roth Principal Investments will be required to pay for the Intraday Purchase Share Amount in an Intraday Purchase effected by us pursuant to the Purchase Agreement, if any, will be calculated in the same manner as in the case of a Market Open Purchase (including the same 3.0% fixed percentage discount to the applicable VWAP used to calculate the per share purchase price for a Market Open Purchase as described above), provided that the VWAP used to determine the purchase price for the Intraday Purchase Share Amount to be purchased in an Intraday Purchase will be equal to the VWAP for the applicable Intraday Purchase Valuation Period on the Purchase Date for such Intraday Purchase. The Intraday Purchase Valuation Period for an Intraday Purchase is defined in the Purchase Agreement as the period during the regular trading session on Nasdaq on such Purchase Date, beginning at the latest to occur of:

	●	such time of confirmation of Roth Principal Investments’ receipt of the applicable Intraday Purchase Notice;

	●	such time that the Market Open Purchase Valuation Period for any prior Market Open Purchase effected on the same Purchase Date (if any) has ended; and

	●	such time that the Intraday Purchase Valuation Period for the most recent prior Intraday Purchase effected on the same Purchase Date (if any) has ended,

and ending at the earliest to occur of:

	●	3:59 p.m., New York City time, on such Purchase Date or such earlier time publicly announced by the trading market as the official close of the regular trading session on such Purchase Date;

	●	such time that the total aggregate number (or volume) of shares of common stock traded on Nasdaq during such Intraday Purchase Valuation Period reaches the applicable Intraday Purchase Share Volume Maximum for such Intraday Purchase, which will be determined by dividing (a) the applicable Intraday Purchase Share Amount for such Intraday Purchase, by (b) the Purchase Percentage we specified in the applicable Intraday Purchase Notice for determining the applicable Intraday Purchase Share Amount for such Intraday Purchase; and

●

if we further specify Limit Order Discontinue Election in the applicable Intraday Purchase Notice for such Intraday Purchase, such time that the trading price of our common stock on Nasdaq during such Intraday Purchase Valuation Period (calculated in accordance with the Purchase Agreement) falls below the applicable Minimum Price Threshold.

As with Market Open Purchases, for purposes of calculating the volume of shares of common stock traded during an Intraday Purchase Valuation Period, including for purposes of determining whether the applicable Intraday Purchase Share Volume Maximum for an Intraday Purchase has been reached, for purposes of calculating the VWAP of our common stock for the applicable Intraday Purchase Valuation Period, the following transactions, to the extent they occur during such Intraday Purchase Valuation Period, are excluded: (x) the opening or first purchase of common stock at or following the official open of the regular trading session on Nasdaq on the applicable Purchase Date for such Intraday Purchase, (y) the last or closing sale of common stock at or prior to the official close of the regular trading session on Nasdaq on the applicable Purchase Date for such Intraday Purchase, and (z) if we have specified in the applicable Intraday Purchase Notice for such Intraday Purchase that a Limit Order Continue Election, rather than a Limit Order Discontinue Election, shall apply to such Intraday Purchase, all purchases and sales of common stock on Nasdaq during such Intraday Purchase Valuation Period at a price per share that is less than the applicable Minimum Price Threshold for such Intraday Purchase.

We may, in our sole discretion, timely deliver multiple Intraday Purchase Notices to Roth Principal Investments prior to 2:00 p.m., New York City time, on a single Purchase Date to effect multiple Intraday Purchases on such same Purchase Date, provided that the Market Open Purchase Valuation Period for any earlier Market Open Purchase effected on the same Purchase Date (as applicable) and the Intraday Purchase Valuation Period for the most recent prior Intraday Purchase effected on the same Purchase Date have ended prior to 2:00 p.m., New York City time, on such Purchase Date, and so long as all shares of common stock subject to all prior Purchases (as applicable) effected by us under the Purchase Agreement, including all prior purchases effected on the same Purchase Date as such applicable Intraday Purchase, have been timely received by Roth Principal Investments on the applicable Purchase Share Delivery Dates for such prior Purchases in accordance with the Purchase Agreement.

The terms and limitations that will apply to each subsequent additional Intraday Purchase effected on the same Purchase Date will be the same as those applicable to any earlier Market Open Purchase (as applicable) and any earlier Intraday Purchase effected on the same Purchase Date as such subsequent additional Intraday Purchase, and the per share purchase price for the shares of common stock that we elect to sell to Roth Principal Investments in each subsequent additional Intraday Purchase effected on the same Purchase Date as an earlier Market Open Purchase (as applicable) and/or earlier Intraday Purchase(s) effected on such Purchase Date will be calculated in the same manner as in the case of such earlier Market Open Purchase (as applicable) and such earlier Intraday Purchase(s) effected on the same Purchase Date as such subsequent additional Intraday Purchase, with the exception that the Intraday Purchase Valuation Period for each subsequent additional Intraday Purchase will begin and end at different times (and may vary in duration) during the regular trading session on such Purchase Date, in each case as determined in accordance with the Purchase Agreement.

In the case of Market Open Purchases, Intraday Purchases, Pre-Market Purchases and Post-Market Purchases effected by us under the Purchase Agreement, if any, all share and dollar amounts used in determining the purchase price per share of common stock to be purchased by Roth Principal Investments in a Market Open Purchase, an Intraday Purchase, a Pre-Market Purchase or a Post-Market Purchase (as applicable), or in determining the applicable maximum purchase share amounts or applicable volume or minimum price threshold in connection with any such Purchase (as applicable), in each case, will be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction occurring during any period used to calculate such per share purchase price, maximum purchase share amounts or applicable volume or minimum price thresholds.

Pre-Market Purchases

In addition to Market Open Purchases and Intraday Purchases described above, from and after the Commencement Date, we will also have the right, but not the obligation, subject to the continued satisfaction of the conditions set forth in the Purchase Agreement, to direct Roth Principal Investments to purchase a specified number of shares of common stock (each, a “Pre-Market Purchase”), not to exceed the lesser of (such lesser number of shares, the “Pre-Market Purchase Maximum Amount”): (i) 1,000,000 shares of common stock and (ii) up to a certain percentage (not to exceed 20.0%), which we will specify in the applicable Pre-Market Purchase Notice for such Pre-Market Purchase (such specified percentage, the “Pre-Market Purchase Percentage”), of the total aggregate number (or volume) of shares of our common stock traded on Nasdaq during the applicable Pre-Market Purchase Valuation Period for such Pre-Market Purchase (such specified number of shares to be purchased by Roth Principal Investments, adjusted to the extent necessary to give effect to the applicable Pre-Market Purchase Maximum Amount as set forth in the Purchase Agreement, the “Pre-Market Purchase Share Amount”), by the delivery to Roth Principal Investments of an irrevocable written purchase notice for such Pre-Market Purchase (each, a “Pre-Market Purchase Notice”), after 7:00 a.m., New York City time, and prior to 8:30 a.m., New York City time, on any trading day we select as the Purchase Date for such Pre-Market Purchase, so long as (i) the closing sale price of the common stock on Nasdaq on the trading day immediately prior to such Purchase Date is not less than the Threshold Price and (ii) all shares of common stock subject to all prior Purchases effected by us under the Purchase Agreement on or before the trading day immediately preceding such Purchase Date have been timely received by Roth Principal Investments on the applicable Purchase Share Delivery Dates for such prior Purchases in accordance with the Purchase Agreement.

The per share purchase price that Roth Principal Investments will be required to pay for the Pre-Market Purchase Share Amount in a Pre-Market Purchase effected by us pursuant to the Purchase Agreement, if any, will be calculated in a similar manner as in the case of a Market Open Purchase, except that the VWAP will be calculated over the applicable Pre-Market Purchase Valuation Period and will reflect a fixed 5.25% discount to the VWAP for such Pre-Market Purchase Valuation Period (calculated in accordance with the Purchase Agreement).

Post-Market Purchases

In addition to Market Open Purchases, Intraday Purchases and Pre-Market Purchases described above, from and after the Commencement Date, we will also have the right, but not the obligation, subject to the continued satisfaction of the conditions set forth in the Purchase Agreement, to direct Roth Principal Investments to purchase a specified number of shares of common stock (each, a “Post-Market Purchase”), not to exceed the lesser of (such lesser number of shares, the “Post-Market Purchase Maximum Amount”): (i) 1,000,000 shares of common stock and (ii) up to a certain percentage (not to exceed 20.0%), which we will specify in the applicable Post-Market Purchase Notice for such Post-Market Purchase (such specified percentage, the “Post-Market Purchase Percentage”), of the total aggregate number (or volume) of shares of our common stock traded on Nasdaq during the applicable Post-Market Purchase Valuation Period for such Post-Market Purchase (such specified number of shares to be purchased by Roth Principal Investments, adjusted to the extent necessary to give effect to the applicable Post-Market Purchase Maximum Amount as set forth in the Purchase Agreement, the “Post-Market Purchase Share Amount”), by the delivery to Roth Principal Investments of an irrevocable written purchase notice for such Post-Market Purchase (each, a “Post-Market Purchase Notice”), after 4:05 p.m., New York City time, and prior to 5:00 p.m., New York City time, on any trading day we select as the Purchase Date for such Post-Market Purchase, so long as (i) the closing sale price of the common stock on Nasdaq on such Purchase Date is not less than the Threshold Price and (ii) all shares of common stock subject to all prior Purchases effected by us under the Purchase Agreement on or before the trading day immediately preceding such Purchase Date have been timely received by Roth Principal Investments on the applicable Purchase Share Delivery Dates for such prior Purchases in accordance with the Purchase Agreement.

The per share purchase price that Roth Principal Investments will be required to pay for the Post-Market Purchase Share Amount in a Post-Market Purchase effected by us pursuant to the Purchase Agreement, if any, will be calculated in a similar manner as in the case of a Pre-Market Purchase, with a fixed 5.25% discount to the VWAP for the applicable Post-Market Purchase Valuation Period (calculated in accordance with the Purchase Agreement).

At or prior to 7:00 p.m., New York City time, on the applicable Purchase Date for a Market Open Purchase, Intraday Purchase, Pre-Market Purchase and/or Post-Market Purchase, Roth Principal Investments will provide us with a written confirmation for such Purchase, as applicable, setting forth the applicable purchase price (both on a per share basis and the total aggregate purchase price) to be paid by Roth Principal Investments for the shares of common stock purchased by Roth Principal Investments in such Purchase.

The payment for, against delivery of, shares of common stock purchased by Roth Principal Investments in any Purchase under the Purchase Agreement will be fully settled on the trading day immediately following the applicable Purchase Date for such Purchase, as set forth in the Purchase Agreement.

Conditions Precedent to Commencement and Each Purchase

Roth Principal Investments’ obligation to accept Purchase Notices that are timely delivered by us under the Purchase Agreement and to purchase shares of our common stock in Market Open Purchases, Intraday Purchases, Pre-Market Purchases and Post-Market Purchases under the Purchase Agreement, are subject to (i) the initial satisfaction, at the Commencement, and (ii) the satisfaction, at the applicable “Purchase Condition Satisfaction Time” (as such term is defined in the Purchase Agreement) on the applicable Purchase Date for each Purchase after the Commencement Date, of the conditions precedent thereto set forth in the Purchase Agreement, all of which are entirely outside of Roth Principal Investments’ control, which conditions including the following:

	●	the accuracy in all material respects of the representations and warranties of the Company included in the Purchase Agreement;

	●	the Company having performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by the Purchase Agreement to be performed, satisfied or complied with by the Company;

	●	the registration statement that includes this prospectus (and any one or more additional registration statements filed with the SEC that include shares of common stock that may be issued and sold by the Company to Roth Principal Investments under the Purchase Agreement) having been declared effective under the Securities Act by the SEC, and Roth Principal Investments being able to utilize this prospectus (and the prospectus included in any one or more additional registration statements filed with the SEC under the Registration Rights Agreement) to resell all of the shares of common stock included in this prospectus (and included in any such additional prospectuses);

	●	the SEC shall not have issued any stop order suspending the effectiveness of the registration statement that includes this prospectus (or any one or more additional registration statements filed with the SEC that include shares of common stock that may be issued and sold by the Company to Roth Principal Investments under the Purchase Agreement) or prohibiting or suspending the use of this prospectus (or the prospectus included in any one or more additional registration statements filed with the SEC under the Registration Rights Agreement), and the absence of any suspension of qualification or exemption from qualification of the common stock for offering or sale in any jurisdiction;

	●	FINRA shall not have provided an objection to, and shall have confirmed in writing that it has determined not to raise any objections with respect to the fairness and reasonableness of, the terms and arrangements of the transactions contemplated by the Purchase Agreement and the Registration Rights Agreement;

	●	there shall not have occurred any event and there shall not exist any condition or state of facts, which makes any statement of a material fact made in the registration statement that includes this prospectus (or in any one or more additional registration statements filed with the SEC that include shares of common stock that may be issued and sold by the Company to Roth Principal Investments under the Purchase Agreement) untrue or which requires the making of any additions to or changes to the statements contained therein in order to state a material fact required by the Securities Act to be stated therein or necessary in order to make the statements then made therein (in the case of this prospectus or the prospectus included in any one or more additional registration statements filed with the SEC under the Registration Rights Agreement, in the light of the circumstances under which they were made) not misleading;

	●	this prospectus, in final form, shall have been filed with the SEC under the Securities Act prior to Commencement, and all reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the SEC pursuant to the reporting requirements of the Exchange Act shall have been filed with the SEC;

	●	trading in the common stock shall not have been suspended by the SEC or Nasdaq, the Company shall not have received any final and non-appealable notice that the listing or quotation of the common stock on Nasdaq, shall be terminated on a date certain (unless, prior to such date, the common stock is listed or quoted on any other Eligible Market, as such term is defined in the Purchase Agreement), and there shall be no suspension of, or restriction on, accepting additional deposits of the common stock, electronic trading or book-entry services by The Depository Trust Company with respect to the common stock;

	●	the Company shall have complied with all applicable federal, state and local governmental laws, rules, regulations and ordinances in connection with the execution, delivery and performance of the Purchase Agreement and the Registration Rights Agreement;

	●	the absence of any statute, regulation, order, decree, writ, ruling or injunction by any court or governmental authority of competent jurisdiction which prohibits the consummation of or that would materially modify or delay any of the transactions contemplated by the Purchase Agreement or the Registration Rights Agreement;

	●	the absence of any action, suit or proceeding before any arbitrator or any court or governmental authority seeking to restrain, prevent or change the transactions contemplated by the Purchase Agreement or the Registration Rights Agreement, or seeking material damages in connection with such transactions;

	●	all of the shares of common stock that may be issued pursuant to the Purchase Agreement shall have been approved for listing or quotation on Nasdaq (or if the common stock is not then listed on Nasdaq, then on any Eligible Market);

	●	no condition, occurrence, state of facts or event constituting a Material Adverse Effect (as such term is defined in the Purchase Agreement) shall have occurred and be continuing;

	●	the absence of any bankruptcy proceeding against the Company commenced by a third party, and the Company shall not have commenced a voluntary bankruptcy proceeding, consented to the entry of an order for relief against it in an involuntary bankruptcy case, consented to the appointment of a custodian of the Company or for all or substantially all of its property in any bankruptcy proceeding, or made a general assignment for the benefit of its creditors; and

	●	the receipt by Roth Principal Investments of the legal opinions and negative assurances, bring-down legal opinions and negative assurances, and audit comfort letters, in each case as required under the Purchase Agreement.

Termination of the Purchase Agreement

Unless earlier terminated as provided in the Purchase Agreement, the Purchase Agreement will terminate automatically on the earliest to occur of:

	●	the first day of the month next following the 36-month anniversary of the Commencement Date;

	●	the date on which Roth Principal Investments shall have purchased shares of common stock under the Purchase Agreement for an aggregate gross purchase price equal to $40,000,000;

	●	the date on which the common stock shall have failed to be listed or quoted on Nasdaq or any other Eligible Market for a period of one trading day;

	●	the 30th trading day after the date on which a voluntary or involuntary bankruptcy proceeding involving our company has been commenced that is not discharged or dismissed prior to such 30th trading day; and

	●	the date on which a bankruptcy custodian is appointed for all or substantially all of our property, or we make a general assignment for the benefit of our creditors.

We have the right to terminate the Purchase Agreement at any time after Commencement, at no cost or penalty, upon 10 trading days’ prior written notice to Roth Principal Investments. We and Roth Principal Investments may also terminate the Purchase Agreement at any time by mutual written consent.

Roth Principal Investments also has the right to terminate the Purchase Agreement upon 10 trading days’ prior written notice to us, but only upon the occurrence of certain events, including:

	●	the occurrence and continuation of a Material Adverse Effect (as such term is defined in the Purchase Agreement);

	●	the occurrence of a Fundamental Transaction (as such term defined in the Purchase Agreement) involving our company;

	●	if any registration statement is not filed by the applicable Filing Deadline (as defined in the Registration Rights Agreement) or declared effective by the SEC by the applicable Effectiveness Deadline (as defined in the Registration Rights Agreement), or the Company is otherwise in breach or default in any material respect under any of the other provisions of the Registration Rights Agreement, and, if such failure, breach or default is capable of being cured, such failure, breach or default is not cured within 10 trading days after notice of such failure, breach or default is delivered to us;

	●	if we are in breach or default in any material respect of any of our covenants and agreements in the Purchase Agreement or in the Registration Rights Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 trading days after notice of such breach or default is delivered to us;

	●	the effectiveness of the registration statement that includes this prospectus or any additional registration statement we file with the SEC pursuant to the Registration Rights Agreement lapses for any reason (including the issuance of a stop order by the SEC), or this prospectus or the prospectus included in any additional registration statement we file with the SEC pursuant to the Registration Rights Agreement otherwise becomes unavailable to Roth Principal Investments for the resale of all of the shares of common stock included therein, and such lapse or unavailability continues for a period of 20 consecutive trading days or for more than an aggregate of 60 trading days in any 365-day period, other than due to acts of Roth Principal Investments; or

	●	trading in the common stock on Nasdaq (or if the common stock is then listed on an Eligible Market, trading in the common stock on such Eligible Market) has been suspended for a period of five consecutive trading days.

No termination of the Purchase Agreement by us or by Roth Principal Investments will become effective prior to the fifth trading day immediately following the date on which any pending Purchase has been fully settled in accordance with the terms and conditions of the Purchase Agreement, and no termination will affect any of our respective rights and obligations under the Purchase Agreement with respect to any pending Purchase, and any fees and disbursements of Roth Principal Investments’ legal counsel in connection with the transactions contemplated by the Purchase Agreement and the Registration Rights Agreement. Both we and Roth Principal Investments have agreed to complete our respective obligations with respect to any such pending Purchase under the Purchase Agreement. Furthermore, no termination of the Purchase Agreement will affect the Registration Rights Agreement, which will survive any termination of the Purchase Agreement.

No Short-Selling or Hedging by Roth Principal Investments

Roth Principal Investments has agreed that none of Roth Principal Investments, any of its officers, or any entity managed or controlled by Roth Principal Investments will engage in or effect, directly or indirectly, for Roth Principal Investments’ own account or for the principal account of any such entity managed or controlled by Roth Principal Investments, any short sales of the common stock or hedging transaction that establishes a net short position in the common stock during the term of the Purchase Agreement.

Prohibition on Variable Rate Transactions

Subject to specified exceptions included in the Purchase Agreement, we are limited in our ability to enter into specified “Variable Rate Transactions” (as such term is defined in the Purchase Agreement) during the term of the Purchase Agreement. Such transactions include, among others, the issuance of convertible securities with a conversion or exercise price that is based upon or varies with the trading price of our common stock after the date of issuance, or our effecting or entering into an agreement to effect an “equity line of credit” or other substantially similar continuous offering with a third party, in which we may offer, issue or sell common stock or any securities exercisable, exchangeable or convertible into common stock at a future determined price.

Effect of Sales of our Common Stock under the Purchase Agreement on our Stockholders

The Purchase Shares to be issued or sold by us to Roth Principal Investments under the Purchase Agreement that are being registered under the Securities Act for resale by Roth Principal Investments in this offering are expected to be freely tradable. The 38,461,538 Purchase Shares being registered for resale in this offering may be issued and sold by us to Roth Principal Investments from time to time at our discretion over a period of up to 36 months (unless the Purchase Agreement is earlier terminated), beginning on the Commencement Date. The resale by Roth Principal Investments of a significant amount of shares of common stock registered for resale in this offering at any given time, or the perception that these sales may occur, could cause the market price of our common stock to decline and to be highly volatile. Sales of our common stock, if any, to Roth Principal Investments under the Purchase Agreement will depend upon market conditions and other factors to be determined by us. We may ultimately decide to sell to Roth Principal Investments all, some or none of the shares of our common stock that may be available for us to sell to Roth Principal Investments pursuant to the Purchase Agreement.

If and when we do elect to sell shares of our common stock to Roth Principal Investments pursuant to the Purchase Agreement, after Roth Principal Investments has acquired such shares, Roth Principal Investments may resell all, some or none of such shares at any time or from time to time in its discretion and at different prices. As a result, investors who purchase shares from Roth Principal Investments in this offering at different times will likely pay different prices for those shares, and so may experience different levels of dilution, and in some cases substantial dilution, and different outcomes in their investment results. Investors may experience a decline in the value of the shares they purchase from Roth Principal Investments in this offering as a result of future sales made by us to Roth Principal Investments at prices lower than the prices such investors paid for their shares in this offering. In addition, if we sell a substantial number of shares of our common stock to Roth Principal Investments under the Purchase Agreement, or if investors expect that we will do so, the actual sales of shares or the mere existence of our arrangement with Roth Principal Investments may make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect such sales.

Because the per share purchase price that Roth Principal Investments will pay for Purchase Shares in any Market Open Purchase, Intraday Purchase, Pre-Market Purchase or Post-Market Purchase that we may elect to effect pursuant to the Purchase Agreement will be determined by reference to the VWAP during the applicable Purchase Valuation Period on the applicable Purchase Date for such Purchase, as of the date of this prospectus, we cannot determine the actual purchase price per share that Roth Principal Investments will be required to pay for any Purchase Shares that we may elect to sell to Roth Principal Investments under the Purchase Agreement from and after Commencement and, therefore, we cannot be certain how many Purchase Shares, in the aggregate, we may issue and sell to Roth Principal Investments under the Purchase Agreement from and after Commencement. As of May 15, 2026, there were 21,361,383 shares of our common stock outstanding, of which 17,117,671 shares were held by non-affiliates of our company. If all of the 38,461,538 shares of common stock offered for resale by Roth Principal Investments under this prospectus were issued and outstanding, such shares would represent approximately 64.3% of the total number of outstanding shares of common stock and approximately 69.2% of the total number of outstanding shares of common stock held by non-affiliates of our company, in each case as of May 15, 2026.

The following table sets forth the amount of gross proceeds we would receive from Roth Principal Investments from our sale of shares of common stock (which are being registered for resale by Roth Principal Investments under the registration statement that includes this prospectus) to Roth Principal Investments as Purchase Shares under the Purchase Agreement at varying purchase prices:

Assumed Average Purchase Price Per Share			Number of Registered Purchase Shares to be Issued if Full Purchase(1)		Percentage of Outstanding Shares After Giving Effect to the Issuance to Roth Principal Investments(2)			Gross Proceeds from the Sale of Purchase Shares to Roth Principal Investments Under the Purchase Agreement
$	0.60			38,461,538		64.3	%	$	23,076,923
$	0.80			38,461,538		64.3	%	$	30,769,230
$	1.04	(3)		38,461,538		64.3	%	$	40,000,000
$	1.20			33,333,333		60.9	%	$	40,000,000
$	1.40			28,571,428		57.2	%	$	39,999,999

(1)

Although the Purchase Agreement provides that we may sell up to $40,000,000 of our common stock to Roth Principal Investments, we are only registering 38,461,538 shares under the registration statement that includes this prospectus, which may or may not cover all of the shares of common stock we ultimately sell to Roth Principal Investments under the Purchase Agreement. We will not issue more than an aggregate of 4,272,062 shares of our common stock (i.e., the Exchange Cap), unless (i) we obtain stockholder approval to issue shares of common stock in excess of the Exchange Cap in accordance with applicable Nasdaq rules, or (ii) the average price per share paid by Roth Principal Investments for all of the shares of common stock that we direct Roth Principal Investments to purchase from us pursuant to the Purchase Agreement, if any, equals or exceeds $1.2143 (in which case the Exchange Cap limitation will not apply to issuances and sales of common stock pursuant to the Purchase Agreement). The number of shares to be issued as set forth in this column (i) does not give effect to the Exchange Cap and (ii) is without regard for the Beneficial Ownership Limitation.

(2)

The denominator is based on 21,361,383 shares of common stock outstanding as of May 15, 2026, adjusted to include the issuance of the number of Purchase Shares set forth in the adjacent column that we would have sold to Roth Principal Investments, assuming the average purchase price in the first column. The numerator is based on the number of Purchase Shares issuable under the Purchase Agreement (which are included in this prospectus) at the corresponding assumed average purchase price set forth in the first column.

(3)

The closing sale price of our common stock on Nasdaq on May 14, 2026.

USE OF PROCEEDS

We will not receive any ~~of the~~ proceeds from ~~sales of~~ the ~~Shares~~sale ~~by the Selling Stockholders. Upon any exercise~~ of ~~the~~shares ~~Warrants by payment~~ of ~~cash,~~common ~~however,~~stock ~~we will receive the cash exercise price paid~~ by ~~the~~Roth ~~holders~~Principal ~~of the Warrants~~Investments. ~~If such Warrants are exercised in full for cash, we would receive approximately $2.1 million. We intend to use those proceeds, if any, for working capital and general corporate purposes.~~

~~The~~We ~~Selling~~may ~~Stockholders~~receive ~~will~~up ~~pay~~to ~~any~~$40,000,000 ~~agent’s~~aggregate ~~commissions~~gross ~~and~~proceeds ~~expenses~~under ~~they~~the ~~incur~~Purchase ~~for~~Agreement ~~brokerage,~~from ~~accounting,~~any ~~tax~~sales orwe ~~legal~~make ~~services~~to Roth Principal Investments orpursuant ~~any~~to ~~other~~the ~~expenses~~Purchase ~~that~~Agreement. ~~they~~The ~~incur~~net inproceeds ~~disposing~~from ofsales, if any, under the ~~Shares.~~Purchase WeAgreement, will ~~bear~~depend ~~all~~on ~~other~~the ~~costs,~~frequency ~~fees~~ and prices ~~expenses~~at ~~incurred~~which inwe ~~effecting the~~sell ~~registration~~our ofcommon ~~the~~stock ~~Shares~~to ~~covered~~Roth byPrincipal Investments after the date of this prospectus. ~~These~~Because ~~may~~we ~~include,~~are ~~without~~not ~~limitation~~obligated to sell any shares of our common stock under the Purchase Agreement, ~~all~~the ~~registration~~actual ~~and~~total ~~filing~~offering ~~fees~~amount and proceeds to us, if any, are ~~expenses~~not ofdeterminable ~~compliance~~at ~~with~~this ~~state~~time. ~~securities~~See orthe section titled “~~blue~~The ~~sky~~Committed Equity Facility” ~~laws~~in this prospectus for more information.

We ~~cannot~~expect ~~predict~~to ~~when~~use orany ifproceeds that we receive under the ~~Warrants~~Purchase ~~will~~Agreement befor ~~exercised~~working capital and general corporate purposes. As aof ~~result~~the date of this prospectus, we cannot specify with certainty all of the particular uses, and the respective amounts we may ~~never~~allocate ~~receive~~to ~~meaningful~~those uses, orfor any, ~~cash~~net proceeds ~~from~~we receive. Accordingly, we will retain broad discretion over the ~~exercise~~ use of these proceeds. Pending the ~~Warrants,~~use ~~and~~of any proceeds we ~~cannot~~receive ~~plan~~from onsales ~~any~~of ~~specific~~common ~~uses~~stock ofto ~~any~~Roth ~~proceeds~~Principal Investments under the Purchase Agreement, we may ~~receive~~invest ~~beyond~~such ~~the~~proceeds in ~~purposes~~investment-grade, ~~described~~interest-bearing ~~herein~~instruments.

26We have engaged Digital Offering, a registered broker-dealer and FINRA member, to act as a qualified independent underwriter in this offering and, in such capacity, participate in the preparation of the registration statement that includes this prospectus and exercise the usual standards of “due diligence” with respect thereto. We have paid directly to Digital Offering a cash fee of $50,000 as consideration for its services in connection with acting as the qualified independent underwriter in this offering. Digital Offering will receive no other compensation for acting as the qualified independent underwriter in this offering. See the section titled “Plan of Distribution (Conflict of Interest)” in this prospectus for more information.

MARKET INFORMATION FOR COMMON STOCK AND DIVIDEND POLICY

Market for Common Stock

Our ~~Common~~common ~~Stock~~stock is traded on The Nasdaq Capital Market under the symbol “FLUX.”

Holders of Record of Common Stock

As of ~~September~~May 2615, ~~2025~~2026, we had approximately 1,~~361~~359 stockholders of record for our ~~Common~~common ~~Stock~~stock. The foregoing number of stockholders of ~~record~~ record does not include an unknown number of stockholders who hold their stock in “street name.”

Dividend Policy

We have never declared or paid cash dividends on our ~~Common~~common ~~Stock~~stock. We presently do not expect to declare or pay such dividends in the foreseeable future and expect to reinvest all undistributed earnings to expand our operations, which the management believes would be of the most benefit to our stockholders. The declaration of dividends, if any, will be subject to the discretion of our Board of Directors, which may consider such factors as our results of operations, financial condition, capital needs and acquisition strategy, among others.

Purchases of Equity Securities

None.

Equity Compensation Plan Information

The following table provides certain information with respect to our equity compensation plans in effect as of June 30, 2025:

	Number of securities to be issued upon exercise of outstanding options, and settlement of RSUs (a)		Weighted-average exercise price of outstanding options, and issuance price of RSUs (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column a) (c)
Equity compensation plans approved by stockholder⁽¹⁾		247,315	$	5.33		-
Equity compensation plans approved by stockholders⁽²⁾		749,345	$	2.60		1,133,892
Equity compensation plans approved by stockholders⁽³⁾		-		-		1,000,000
Equity compensation plans approved by stockholders⁽⁴⁾		-		-		262,120
Total		996,660	$	3.28		2,396,012

(1)	Represents shares of ~~Common~~common ~~Stock~~stock reserved for issuance under the 2014 Equity Incentive Plan (the “2014 Plan”) which was approved by our stockholders on February 17, 2015, amended on October 25, 2017 and expired on November 26, 2024. No shares of the Company’s ~~Common~~common ~~Stock~~stock are available for future grants under the 2014 Plan.
(2)	Represents shares of ~~Common~~common ~~Stock~~stock reserved for issuance under the 2021 Plan, which was approved by our stockholders on April 29, 2021.
(3)	Represents shares of ~~Common~~common ~~Stock~~stock reserved for issuance under the 2025 Plan, which was approved by our stockholders on May 28, 2025.
(4)	Represents the number of shares of ~~Common~~common ~~Stock~~stock reserved as authorized for the grant of options under the ESPP, which was approved by our stockholders on April 20, 2023.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this prospectus. This discussion and analysis of our financial condition and results of operations and other parts of this prospectus contain forward-looking statements based upon current beliefs that involve risks, uncertainties and assumptions, such as statements regarding our plans, objectives, expectations, intentions and projections. Our actual results and the timing of selected events could differ materially from those described in or implied by these forward-looking statements as a result of several factors, including those set forth under “Risk Factors” and elsewhere in this prospectus. You should carefully read the “Risk Factors” section of this prospectus to gain an understanding of the important factors that could cause actual results to differ materially from our forward- looking statements. Please also see the section entitled “Cautionary Note Regarding Forward-Looking Statements.”

Business Overview

We design, develop, manufacture and sell a portfolio of advanced lithium-ion energy storage solutions for electrification of a range of industrial and commercial sectors which include material handling, and airport GSE. We believe our mobile energy storage solutions provide our customers a reliable, high performing, cost effective, and more environmentally friendly alternative as compared to traditional lead acid and propane-based solutions. Our modular and scalable design allows different configurations of lithium-ion energy storage solutions to be paired with our proprietary wireless battery management system to provide the level of energy storage required and “state of the art” real time monitoring of pack performance. We believe that the increasing demand for lithium-ion energy storage solutions and more environmentally friendly energy storage solutions in the material handling sector should continue to drive our revenue growth.

Our long-term strategy is to meet the rapidly growing demand for lithium-ion energy solutions and to be the supplier of choice, targeting large companies having energy storage needs. We have established selling relationships with customers with large fleets of forklifts and ~~GSEs~~GSE. We intend to reach this goal by investing in research and development to expand our product mix, by expanding our sales and marketing efforts, improving our customer support efforts and improving production efficiencies. Our research and development efforts will continue to focus on providing adaptable, reliable and cost-effective energy storage solutions for our customers. We have ~~filed~~received three ~~new~~ patents on advanced technology related to lithium-ion energy storage solutions. The technology behind these ~~pending~~ patents is designed to:

	●	increase battery life by optimizing the charging cycle,

	●	give users a better understanding of the health of their battery in use, and

	●	apply artificial intelligence to predictively balance the cells for optimal performance.

Our largest sector of penetration thus far has been the material handling sector which we believe is a multi-billion-dollar addressable market. We believe ~~the~~this sector will provide us with an opportunity to grow our business as we enhance both our product mix and service levels and to grow our sales to large fleets of forklifts and ~~GSEs~~GSE. Applications of our modular packs for other industrial and commercial uses, such as mobile energy storage systems, are providing additional current growth and ~~further~~furthering opportunities. We intend to continue to expand our supply chain and customer partnerships and seek further partnerships and/or acquisitions that provide synergy toin ~~meeting~~order to meet our growth and “building scale” objectives.

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The following table summarizes the new orders, shipments, and backlog activities for the ~~following~~last six (6) fiscal quarters:

Fiscal Quarter Ended	Beginning Backlog		New Orders		Shipments		~~Fiscal~~Ending ~~Quarter Ended~~Backlog
March 31, 2024	$	30,057,000	$	4,030,000	$	14,457,000	$	19,630,000
June 30, 2024	$	19,630,000	$	11,614,000	$	13,377,000	$	17,867,000
September 30, 2024	$	17,867,000	$	19,451,000	$	16,125,000	$	21,193,000
December 31, 2024	$	21,193,000	$	13,116,000	$	16,830,000	$	17,479,000
March 31, 2025	$	17,479,000	$	16,158,000	$	16,742,000	$	16,895,000
June 30, 2025	$	16,895,000	$	9,764,000	$	16,737,000	$	9,922,000
September 30, 2025	$	9,922,000	$	8,947,000	$	13,175,000	$	5,694,000
December 31, 2025	$	5,694,000	$	12,247,000	$	14,121,000	$	3,820,000
March 31, 2026	$	3,820,000	$	8,055,000	$	6,588,000	$	5,287,000

“Backlog” represents the amount of anticipated revenues, at a given point in time, we may recognize in the future from existing contractual orders with customers that are in progress and have not yet shipped. Backlog values may not be indicative of future operating results as orders may be cancelled, modified or otherwise altered by customers. In addition, our ability to realize revenue from our backlog will be dependent on the delivery of key parts from our suppliers and our ability to manufacture and ship our products to customers in a timely manner and otherwise fulfill our contractual obligations. There can be no assurance that outstanding customer orders will be fulfilled as expected and that our backlog will result in future revenues.

As of ~~September~~March 1231, ~~2025~~2026, our order backlog was approximately $7.5.3 million. Historical comparisons are difficult due to changing business conditions. The historical decrease in part reflects certain significant customers reducing order patterns and other customers shifting to shorter order lead times in response to uncertainty over the economic impact of higher costs of global tariffs implemented by the U.S. government, as well as broader concerns over the economy and geopolitical uncertainty.

Business Updates

WeToward ~~have~~the ~~recently~~second ~~experienced~~half ~~some~~of ~~delays~~fiscal 2025, we began experiencing a slowdown in new orders for our energy storage solutions, reflecting corresponding deferrals of new forklift purchases by selected large customer fleets due to lower capital spending and interest rate variability,. ~~and more recently, global tariff~~Customers ~~uncertainties.~~are ~~While~~placing wefewer ~~have~~new ~~had very few cancellations of existing purchase~~ orders, ~~some~~during ~~customers have revised their order terms to~~ fiscal 2026. Some customers have attributed lower capital spending to concerns over the economy and the uncertainty of higher interest rates, as well as broader geopolitical uncertainty. More recently, the economic impacts and costs of higher global tariffs implemented by the U.S. government have ~~affected~~negatively impacted new purchase orders. The impact of order deferrals has required additional selling strategies to support our targeted sales trajectory, as well as a continued focus on cost controls and reduced spending.

WeWhile we have ~~seen~~experienced ~~improvements~~lower sales in ~~our~~the ~~sourcing~~first ~~and~~nine ~~purchasing~~months ~~activity,~~of ~~reflecting~~fiscal ~~our efforts to expand and optimize our vendor strategy. Additional improvements include more secondary sources to minimize stock-outs~~2026, ~~lower~~we ~~costs~~have ~~from~~not ~~increasing~~experienced ~~sources,~~a ~~and~~substantial ~~controlled~~difference ~~delivery times, as reflected~~ in our ~~current inventory levels. With strategic supply chain and profitability improvement initiatives, lower costs and~~year-over-year ~~higher~~net ~~volume purchasing~~loss, weattributable ~~are~~primarily ~~targeting gross margin improvement~~ to ~~continue~~two factors. WeFirst, ~~are~~management ~~highly~~anticipated ~~focused~~the onpotential ~~expanding~~global ~~sales~~economic ~~and~~effects ~~marketing initiatives to secure new customer relationships~~ and ~~support~~the ~~continued~~consequent business ~~migration~~impacts toof ~~lithium~~the imposition of ~~current customers~~U.S. Wetariffs ~~recently~~and ~~have~~adjusted ~~added~~ our ~~second~~business ~~tier~~strategy ~~one~~and ~~OEM~~spending ~~private~~accordingly. ~~label~~Second, ~~battery~~we ~~program~~are tono ~~supplement our strong OEM relationships and approvals. This collaboration marks~~longer aburdened ~~significant~~with ~~milestone~~the ~~for~~expenses ~~our~~associated ~~S-Series line, which now includes products~~ with ~~the~~our ULfinancial ~~Type~~statement ~~EE certification~~restatement, which ~~provides~~positively ~~added~~affected ~~safety and~~to ~~durability capabilities. We are also working with~~ our ~~distribution~~bottom ~~network~~line as compared to ~~expand~~previous ~~customer acquisition with direct-to-customer initiatives~~periods.

We ~~also~~have ~~announced~~seen aimprovements ~~new~~in ~~partnership~~our ~~aimed~~sourcing atand ~~enhancing~~purchasing ~~the~~activity, ~~recycling~~reflecting ~~process~~our ~~for~~efforts ~~end-of-life~~to ~~lithium~~expand and optimize our vendor strategy. Additional improvements include more secondary sources to minimize stock-~~ion~~outs, ~~batteries~~lower ~~with~~costs ~~the~~from ~~largest~~increasing ~~critical~~sources, and controlled delivery times, ~~battery~~as ~~components~~reflected ~~recycling~~in ~~company~~our current inventory levels. With strategic supply chain and profitability improvement initiatives, lower costs and higher volume purchasing, we are lowering the cost of our products in order to improve our competitive positioning. We are highly focused on expanding sales and marketing initiatives to secure new customer relationships and support the Ucontinued migration of current customers to lithium.S. ~~This~~We ~~collaboration~~have ~~represents~~two private label battery programs and recently hired a ~~significant~~Director ~~step~~of ~~forward~~OEM inBusiness Development to further strengthen our ~~ongoing~~OEM ~~commitment~~relationships and to assist with OEM certifications and approvals. We are also working with our distribution network to expand ~~environmental~~customer ~~responsibility~~acquisition with direct-to-customer initiatives.

Business Trends and Uncertainties

InSince January 2025, the U.S. government has increased certain existing import tariffs and implemented new ~~tariffs on imported products. In April 2025, the U.S. government increased~~ import tariffs across a wide range of countries at various rates, including on product imports from almost all countries, and individualized higher tariffs on certain countries, notably China. Some of these tariff announcements have since been followed by announcements of limited exemptions and temporary pauses. and ~~Due~~all tohave ~~the~~been ~~uncertainties~~affected ~~pertaining~~by tovarious ~~tariffs~~circuit court decisions and ~~tariff~~a ~~levels~~key decision by the U.S. Supreme Court, itwhich isinvalidated ~~difficult~~certain ~~for~~tariffs. usIn response to ~~reliably~~the ~~forecast~~U.S. Supreme Court ruling, the ~~ongoing~~Trump ~~impact~~administration todebuted ~~our~~a ~~business~~system orfor ~~that~~repaying ofimporters ~~our~~for ~~customers~~tariffs ~~but~~struck down isby ~~expected~~the ~~that~~U.S. Supreme Court while also announcing the implementation of new tariffs ~~would~~under ~~negatively~~an alternative statutory authority and indicating ~~impact~~a ~~our~~desire ~~revenues,~~to ~~profitability~~further increase such tariffs and ~~cash~~to ~~flows~~seek to extend such tariffs under other statutes. ~~Management~~The isfull ~~actively~~impact ~~evaluating~~of ~~ways~~the toU.S. ~~mitigate~~Supreme Court’s ~~potential~~ruling ~~impacts~~and the administration’s response, including the timing and extent of any refunds and the impact of the new tariffs, remains uncertain.

We import a portion of our raw materials and components from countries that are subject to these import tariffs imposed by the U.S. government, in particular materials and components that are from China. WeWhile ~~expect~~we tohave bebeen able to offset some of the impact of ~~the~~ enacted tariffs ~~with~~ with supply chain adjustments, alternative manufacturing locations, ~~and~~ cost reduction actions. ~~However~~and by increasing selling prices of our products, we atbelieve ~~current~~that tariffs have negatively impacted our revenues, profitability and ~~anticipated~~cash ~~tariff~~flows. Management continues to actively evaluate ways to mitigate the impacts of tariffs on business and financial results, however, due to the uncertainties pertaining to tariffs and tariff levels, weit ~~will~~is ~~also~~difficult ~~need~~for us to ~~increase~~reliably forecast the ~~selling~~extent ~~prices~~ of ~~our~~the ~~products~~ongoing inimpact ~~order~~ to ~~achieve~~our anbusiness ~~acceptable~~or ~~profit~~to ~~margin~~our customers.

29Trade-related disruptions can create further uncertainty and supply chain interruptions, which may result in last-minute procurement efforts at elevated cost. We are closely monitoring the fluid nature of proposed tariffs and any impact they may have on our operations and will continue to monitor macroeconomic conditions and to evaluate the financial and operational impact of ongoing trade policy shifts. These risks could intensify depending on future developments and we are actively incorporating these considerations into our future operation planning, including assessing pricing actions, cost-control measures, and long-term sourcing strategies.

InIf ~~response to business uncertainties resulting from~~ tariffs ~~and~~escalate ~~increased~~or ~~tariff~~global ~~levels~~inflationary ~~imposed~~trends bypersist, ~~the~~our ~~U.S.~~customers ~~government~~may onface ~~goods~~greater ~~imported into~~economic ~~the U.S.~~strain, wewhich ~~temporarily~~could ~~paused imports from our battery cell supplier~~ in ~~China.~~turn ~~The~~affect ~~pause~~demand for ~~was~~our ~~short-lived~~products asand ~~both~~negatively ~~parties~~impact ~~quickly agreed~~our ~~to modified terms~~revenues. AtWe ~~this~~remain ~~time,~~focused ~~neither~~on ~~the~~maintaining ~~pause~~operational inflexibility ~~shipments~~and ~~nor~~adapting ~~the~~our ~~modified terms have materially affected the Company’s~~supply ~~operations.~~chain ~~However,~~to ~~further~~navigate ~~escalation~~these ofuncertainties ~~tariffs between the U.S.~~ and ~~China~~support ~~could~~long-term ~~have~~business aperformance. ~~material~~See ~~effect~~“Risk onFactors” ~~our~~for ~~ability~~additional ~~to cost-effectively source from our supplier in China~~information.

Trade-related disruptions can create further uncertainty and supply chain interruptions, which may result in last-minute procurement efforts at elevated cost. We are closely monitoring the fluid nature of proposed tariffs and any impact they may have on our operations and will continue to monitor macroeconomic conditions and evaluate the financial and operational impact of ongoing trade policy shifts. These risks could intensify depending on future developments and we are actively incorporating these considerations into our future operation planning, including assessing pricing actions, cost-control measures, and long-term sourcing strategies.

If tariffs escalate or global inflationary trends persist, our customers may face greater economic strain, which could in turn affect demand for our products. We remain focused on maintaining operational flexibility and adapting our supply chain to navigate these uncertainties and support long-term business performance. See “Risk Factors” for additional information.

Segment and Related Information

We operate as a single reportable segment.

Adopted Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires retrospective disclosure of significant segment expenses and other segment items on an annual and interim basis. Additionally, it requires disclosure of the title and position of our Chief Operating Decision Maker (“CODM”). This ASU is effective annually beginning with our fiscal year ended June 30, 2025 and for interim periods thereafter. We adopted this standard for the year ended June 30, 2025 and the adoption did not have a material impact on our consolidated financial statements. See Note 13 – Segment Information included in the notes to our audited consolidated financial statements for the fiscal years ended June 30, 2025 and 2024 included elsewhere in this prospectus.

Recently Issued Accounting Pronouncements

Management has considered all recent accounting pronouncements not yet adopted in our consolidated financial statements. In ~~November~~December ~~2024~~2025, the ~~FASB~~Financial ~~issued~~ Accounting Standards ~~Update~~Board (“~~ASU~~FASB”) ~~2024-03,~~issued ~~Income~~Accounting ~~Statement~~Standards –Update ~~Reporting Comprehensive Income – Expense Disaggregation Disclosures~~ (~~Topic 220~~“ASU”): ~~Disaggregation~~2025-12, ofCodification ~~Income Statement Expenses~~Improvements, which ~~requires~~clarifies, ~~additional~~corrects ~~disclosure~~errors ofand ~~certain amounts~~makes ~~included~~minor inimprovements ~~the~~to ~~expense~~Generally ~~captions~~Accepted ~~presented~~Accounting ~~on the statement of operations, as well as disclosures about selling expenses~~Principles. The ~~ASU~~ isamendments ~~effective~~in ~~on a prospective basis, with~~ the ~~option for retrospective application, for our fiscal year ending June 30, 2028 and~~Update ~~interim~~will ~~periods thereafter. Early adoption is permitted for annual financial statements that have~~ not ~~yet~~result ~~been~~in ~~issued.~~significant Wechanges ~~are~~to ~~evaluating~~ the ~~disclosure~~Company’s ~~requirements~~presentation ~~related~~of toits ~~the~~financial ~~new standard~~statements.

In December ~~2023~~2025, the FASB issued ~~Accounting~~ASU ~~Standards Update 2023~~2025-0911, ~~Income~~Interim ~~Taxes~~Reporting (Topic ~~740~~270),: Narrow-Scope Improvements, towhich ~~Income~~improves ~~Tax~~the ~~Disclosures,~~guidance ~~which~~in ~~requires~~Topic ~~more~~270 ~~detailed~~by ~~income~~improving ~~tax~~the ~~disclosures.~~navigability ~~The~~of ~~guidance~~the ~~requires~~required ~~entities~~interim todisclosures, ~~disclose~~clarifying ~~disaggregated~~when ~~information~~that ~~about~~guidance ~~their effective~~is ~~tax~~applicable ~~rate~~and ~~reconciliation~~providing additional asguidance ~~well~~on aswhat ~~expanded~~disclosures ~~information~~should onbe ~~income~~provided ~~taxes~~in ~~paid~~interim byreporting ~~jurisdiction~~periods. The ~~disclosure~~ASU ~~requirements~~adds ~~will be~~to ~~applied~~Topic on270 a ~~prospective~~principle ~~basis,~~that ~~with~~requires entities to disclose events since the ~~option~~end toof ~~apply~~the ~~them~~last ~~retrospectively~~annual reporting period that have a material impact on the entity. The ~~standard~~ASU is effective for ~~our~~the Company’s fiscal year ending June 30, ~~2026,~~2030 ~~with~~and ~~early~~interim periods within. Early adoption is permitted. WeThe ~~are~~Company ~~evaluating~~is evaluating the ~~disclosure~~impact ~~requirements~~of ~~related to~~ the new standard.

3045

In July 2025, the FASB issued ASU 2025-05, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which allows companies to elect a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. The ASU is effective on a prospective basis for the Company’s fiscal year ending June 30, 2027 and interim periods within. Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued. The Company is evaluating the impact of the new standard.

In November 2024, the FASB ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Topic 220): Disaggregation of Income Statement Expenses, which requires additional disclosure of certain amounts included in the expense captions presented on the statement of operations, as well as disclosures about selling expenses. The ASU is effective on a prospective basis, with the option for retrospective application, for our fiscal year ending June 30, 2028 and interim periods thereafter. Early adoption is permitted for annual financial statements that have not yet been issued. We are evaluating the disclosure requirements related to the new standard.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures, which requires more detailed income tax disclosures. The guidance requires entities to disclose disaggregated information about their effective tax rate reconciliation as well as expanded information on income taxes paid by jurisdiction. The disclosure requirements will be applied on a prospective basis, with the option to apply them retrospectively. The standard is effective for our fiscal year ending June 30, 2026, with early adoption permitted. We are evaluating the disclosure requirements related to the new standard.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our ~~Financial~~financial ~~Statements~~statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses, and the related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates based on ~~its~~our historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management has considered the implications of ongoing global events and related economic impacts to the estimates and assumptions used in the preparation of the financial statements. There is heightened volatility and uncertainty around tariff actions, supply chain performance and customer demand. However, the magnitude of such impact on the Company’s business and its duration is uncertain. Actual results may differ from these estimates under different assumptions or conditions.

We believe the following critical accounting policies and estimates affect the preparation of our financial statements:

Accounts Receivable

Accounts receivable are carried at their estimated collectible amounts. We have not experienced significant issues related to the collection of our accounts receivable. As of March 31, 2026, we had an allowance for credit losses of $86,000. As of June 30, 2025 and 2024, we had an allowance for credit losses of $68,000 and $55,000, respectively.

Inventories

Inventories consist primarily of battery management systems and the related subcomponents and are stated at the lower of cost (first-in, first-out) or net realizable value. We evaluate inventories to determine if write-downs are necessary due to obsolescence or if the inventory levels are in excess of anticipated demand at market value based on consideration of historical sales and product development plans. We recorded an adjustment related to obsolete inventory in the amount of approximately $534,000 and $490,000 during the years ended June 30, 2025 and 2024, respectively. Inventories at June 30, 2025 and 2024 are net of inventory obsolescence write-downs of $1,551,000 and $2,677,000, respectively.

Revenue Recognition

We recognize revenue in accordance to the Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”) for all contracts. We derive our revenue from the sale of products to customers. We sell our products primarily through a distribution network of equipment dealers, OEMs and battery distributors in primarily North America. We recognize revenue for the products when all significant risks and rewards have been transferred to the customer, there is no continuing managerial involvement associated with ownership of the goods sold is retained, no effective control over the goods sold is retained, the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transactions will flow to us and the costs incurred or to be incurred with respect to the transaction can be measured reliably.

Product revenue is recognized as a distinct single performance obligation which occurs at the point in time that title passes to the customer. Our customers do have a right to return product, but our returns have historically been minimal.

Product Warranties

We evaluate our exposure to product warranty obligations based on historical experience. Our products, primarily forklift equipment packs, are warrantied for five years unless modified by a separate agreement. As of March 31, 2026, we carried warranty liability of approximately $2,833,000, which is included in accrued expenses on our consolidated balance sheets. As of June 30, 2025 and 2024, we carried warranty liability of approximately $3,377,000 and $3,018,000, respectively, which is included in accrued expenses on our consolidated balance sheets.

Stock-based Compensation

Pursuant to the provisions of the FASB ASC Topic No. 718-10, Compensation-Stock Compensation, which establishes accounting for equity instruments exchanged for employee service, we utilize the Black-Scholes option pricing model to estimate the fair value of employee stock option awards at the date of grant, which requires the input of highly subjective assumptions, including expected volatility and expected life. Changes in these inputs and assumptions can materially affect the measure of estimated fair value of our share-based compensation. These assumptions are subjective and generally require significant analysis and judgment to develop. When estimating fair value, some of the assumptions will be based on, or determined from, external data and other assumptions may be derived from our historical experience with stock-based payment arrangements. The appropriate weight to place on historical experience is a matter of judgment, based on relevant facts and circumstances.

Common stock or equity instruments such as warrants issued for services to non-employees are valued at their estimated fair value at the measurement date (the date when a firm commitment for performance of the services is reached, typically the date of issuance, or when performance is complete). If the total value exceeds the par value of the stock issued, the value in excess of the par value is added to the additional paid-in-capital.

Results of Operations

Comparison of Results of Operations of the ~~Fiscal~~Nine ~~Years~~Months Ended ~~June~~March 3031, ~~2025~~2026 and ~~2024~~2025

The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this prospectus.

~~The following table represents our statement of operations for the fiscal years ended June 30, 2025 (“fiscal 2025”) and June 30, 2024 (“fiscal 2024”).~~47

	Year ended June 30, 2024						Year ended June 30, 2025
	Amount			% of Revenues			Amount			% of Revenues
Revenues	$	60,824,000			100	%	$	66,434,000			100	%
Cost of sales		43,591,000			72			44,694,000			67
Gross profit		17,233,000			28			21,740,000			33
Operating expenses:
Selling and administrative		18,932,000			31			22,304,000			34
Research and development		4,916,000			8			4,464,000			7
Total operating expenses		23,848,000			39			26,768,000			41
Operating loss		(6,615,000	)		(11	)		(5,028,000	)		(8	)
Other income (expense):
Interest income (expense), net		(1,718,000	)		(3	)		(1,646,000	)		(2	)
Net loss	$	(8,333,000	)		(14	)%	$	(6,674,000	)		(10	)%

The following table represents our unaudited condensed consolidated statement of operations for the nine months ended March 31, 2026 and 2025.

	Nine months ended March 31,
	2026						2025
	Amount			% of Revenues			Amount			% of Revenues
Revenues	$	33,884,000			100	%	$	49,697,000			100	%
Cost of sales	$	23,424,000			69	%	$	33,729,000			68	%
Gross profit	$	10,460,000			31	%	$	15,968,000			32	%

Operating expenses:
Selling and administrative	$	12,638,000			37	%	$	16,817,000			34	%
Research and development	$	2,196,000			7	%	$	3,419,000			7	%
Total operating expenses	$	14,834,000			44	%	$	20,236,000			41	%

Operating loss	$	(4,374,000	)		(13	)%	$	(4,268,000	)		(9	)%

Interest expense, net	$	(762,000	)		(2	)%	$	(1,227,000	)		(2	)%

Net loss	$	(5,136,000	)		(15	)%	$	(5,495,000	)		(11	)%

Revenues

Historically our product focus has been on material handling equipment, reflecting a mix of walkie pallet jacks and higher capacity packs for Class 1, 2, and 3 forklifts. Over the past two years, we expanded our product offering into adjacent applications, including airport GSE. The launch of larger packs over the past two years has shifted our portfolio mix to include packs with higher average selling prices as compared to our historical mix. We believe that we are well positioned to address the needs of many segments within the material handling sector in light of our modular and scalable energy storage solution design coupled with our proprietary battery management system that can be coupled with our telemetry based “SkyBMS” product offering.

We sell our products through several different channels including OEMs, lift equipment dealers and battery distributors as well as directly to end users, primarily in North America. The channels sell principally to large company, national accounts. We sell certain energy storage solutions directly to other accounts including industrial equipment manufacturers and end users.

Revenues for the nine months ended March 31, 2026 were $33,884,000 compared to $49,697,000 for the nine months ended March 31, 2025. The decrease of $15,813,000, or 32%, was driven by our largest customer within material handling significantly cutting their capital expense budget, an increasing number of competitive market participants within the GSE market, and overall pricing pressures which were driven by cost increases from tariffs.

Cost of Sales

Cost of sales for the nine months ended March 31, 2026 was $23,424,000, or 69% of revenues, compared to $33,729,000, or 68%, of revenues, for the nine months ended March 31, 2025. The decrease of $10,305,000 was mostly attributed to lower sales volume, lower labor from a lower headcount, and lower warranty related costs. Cost of sales as a percent of revenues increased as higher per unit costs due to tariffs were offset by lower warranty related costs per unit.

Gross Profit

Gross profit for the nine months ended March 31, 2026 was $10,460,000, or 31% of revenues, compared to $15,968,000 or 32% of revenues for the nine months ended March 31, 2025 primarily due to lower sales volumes. Gross profit margin decreased 100 basis points year over year as a result of higher tariff costs per unit slightly offset by lower warranty costs per unit.

Selling and Administrative Expenses

Selling and administrative expenses for the nine months ended March 31, 2026 were $12,638,000 compared to $16,817,000 for the nine months ended March 31, 2025. The decrease of $4,179,000, or 25%, was primarily due to reductions in salaries and wages from a lower headcount and reductions in bonuses, executive severance, commission expenses, shipping expenses and professional fees, as the prior year included the cost of the multi-year restatement of previously filed financial statements.

Research and Development Expense

Research and development expenses for the nine months ended March 31, 2026 were $2,196,000 compared to $3,419,000 for the nine months ended March 31, 2025. The decrease of $1,223,000, or 36%, was primarily due to decreased salaries and wages from a lower headcount, lower bonuses, and a lower level of research and development project activity based upon business needs.

Interest Expense, net

Interest expense, net for the nine months ended March 31, 2026 was $762,000 compared to $1,227,000 for the nine months ended March 31, 2025. The decrease of $465,000, or 38%, was primarily due to lower average borrowings under our credit facilities during the nine months ended March 31, 2026 as compared to the same period a year ago.

Net Loss

Net loss for the nine months ended March 31, 2026, was $5,136,000 compared to $5,495,000 for the nine months ended March 31, 2025. The decrease in net loss was primarily attributable to the decrease in operating expenses and interest, partially offset by the reduction in gross profit due to lower revenues.

Adjusted EBITDA

Adjusted EBITDA is a non-GAAP financial measure. Adjusted EBITDA is calculated by taking net income (loss) and adding back the expenses related to interest, income taxes, depreciation, amortization and stock-based compensation, each of which has been calculated in accordance with GAAP. Additionally, costs to restate prior periods, as presented in our Annual Report on Form 10-K filed for the year ended June 30, 2024, and litigation resulting from such restatements are also added back. Adjusted EBITDA was a loss of approximately $2,994,000 for the nine months ended March 31, 2026, an increased loss of $2,217,000 over a loss of $777,000 for the nine months ended March 31, 2025.

Management believes that Adjusted EBITDA, when viewed with our results under GAAP and the accompanying reconciliations, provides useful information about our period-over-period results. Adjusted EBITDA is presented because management believes it provides additional information with respect to the performance of our fundamental business activities and is also frequently used by securities analysts, investors and other interested parties in the evaluation of comparable companies. We also rely on Adjusted EBITDA as a primary measure to review and assess the operating performance of our company and our management team.

As Adjusted EBITDA is a non-GAAP financial measure, it should not be considered in isolation from, or construed as a substitute for, net income (loss) as determined in accordance with GAAP for the purpose of analyzing our operating performance or financial position.

A reconciliation of Adjusted EBITDA to net income (loss) is included in the table below:

	Nine months ended March 31,
	2026			2025
Net loss	$	(5,136,000	)	$	(5,495,000	)
Add/Subtract:
Interest, net		663,000			1,227,000
Income tax provision		-			-
Depreciation and amortization		745,000			750,000
EBITDA		(3,728,000	)		(3,518,000	)
Add/Subtract:
Restatement and related costs		-			1,910,000
Stock-based compensation		734,000			831,000
Adjusted EBITDA	$	(2,994,000	)	$	(777,000	)

Comparison of Results of Operations of the Fiscal Years Ended June 30, 2025 and 2024

The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this prospectus.

The following table represents our statement of operations for the fiscal years ended June 30, 2025 (“fiscal 2025”) and June 30, 2024 (“fiscal 2024”).

	Year ended June 30, 2025						Year ended June 30, 2024
	Amount			% of Revenues			Amount			% of Revenues
Revenues	$	66,434,000			100	%	$	60,824,000			100	%
Cost of sales	$	44,694,000			67		$	43,591,000			72
Gross profit	$	21,740,000			33		$	17,233,000			28

Operating expenses:
Selling and administrative	$	22,304,000			34		$	18,932,000			31
Research and development	$	4,464,000			7		$	4,916,000			8
Total operating expenses	$	26,768,000			41		$	23,848,000			39

Operating loss	$	(5,028,000	)		(8	)	$	(6,615,000	)		(11	)

Other income (expense):
Interest income (expense), net	$	(1,646,000	)		(2	)	$	(1,718,000	)		(3	)

Net loss	$	(6,674,000	)		(10	)%	$	(8,333,000	)		(14	)%

Revenues

Revenues for fiscal 2025 increased $5,610,000 or 9%, to $66,434,000, compared to $60,824,000 for fiscal 2024. The increase in revenues was driven by increased demand in both the material handling and GSE markets. The material handling revenue increase was attributed to increased unit demand for our private label walkie packs. The GSE revenue increase was attributed to new customer acquisition and higher average selling prices.

Cost of Sales

Cost of sales for fiscal 2025 increased $1,103,000, or 3%, to $44,694,000, compared to $43,591,000 for fiscal 2024. The increase in cost of sales was directly associated with higher sales of energy storage solutions, partially offset by lower average cost of sales per unit achieved during the current year as a result of our gross margin improvement initiatives, including design enhancements to lower cost, improve serviceability, simplify bill of materials and supply chain initiatives to improve inventory turns and create part commonality across multiple product lines. Cost of sales as a percentage of revenues for fiscal 2025 was 67%, a decrease of five percentage points, compared to 72% for fiscal 2024.

Gross Profit

Gross profit for fiscal 2025 increased $4,507,000 or 26%, to $21,740,000, compared to $17,233,000 for fiscal 2024. The increase in profitability is primarily due to the impact of manufacturing efficiencies, cost savings initiatives and lower warranty-related expense. Gross profit margin (gross profit expressed as a percentage of revenues) increased to 33% for fiscal 2025 compared to 28% for fiscal 2024.

Selling and Administrative Expenses

Selling and administrative expenses for fiscal 2025 increased $3,372,000 or 18%, to $23,304,000, compared to $18,932,000 for fiscal 2024. Such expenses consist primarily of salaries and personnel-related expenses, sales force commissions, consulting fees, facilities-related expenses, outbound shipping costs, insurance premiums, marketing expenses, travel expenses, public relations expenses and bad debt expenses. The increase was primarily attributable to professional fees related to the restatement of previously issued financial statements, legal settlements, bonuses, and severance, while slightly offset by lower stock-based compensation driven by forfeitures.

Research and Development Expense

Research and development expenses for fiscal 2025 decreased $452,000 or 9%, to $4,464,000, compared to $4,916,000 for fiscal 2024. Such expenses consist primarily of materials, supplies, salaries and personnel-related expenses, product testing, consulting and other expenses associated with revisions to existing product designs and new product development. The decrease was primarily attributable to payroll and related benefits as well as stock-based compensation driven from reduced headcount and related stock award forfeitures.

Interest Income (Expense), net

Interest income (expense), net for fiscal 2025 decreased $72,000 or 4%, to $1,646,000, compared to $1,718,000 for fiscal 2024. The decrease in interest expense was due to lower average balances outstanding on our GBC Credit Facility.

Net Loss

Net loss during fiscal 2025 decreased $1,659,000 or 20%, to a net loss of $6,674,000 compared to a net loss of $8,333,000 for fiscal 2024. The lower net loss for fiscal 2025 was primarily attributable to the increase in gross profit while slightly offset by higher general and administrative costs.

Adjusted EBITDA

Adjusted EBITDA is a non-GAAP financial measure. Adjusted EBITDA is calculated by taking net loss and adding back the expenses related to interest, income taxes, depreciation, amortization and stock-based compensation, each of which has been calculated in accordance with GAAP. Additionally, costs to restate prior periods and litigation resulting from such restatements are also added back. Adjusted EBITDA was a loss of approximately $147,000 for fiscal 2025 compared to a loss of $3,999,000 for fiscal 2024.

As Adjusted EBITDA is a non-GAAP financial measure, it should not be construed as superior to or a substitute for net loss, as determined in accordance with GAAP, for the purpose of analyzing our operating performance or financial position.

A reconciliation of our net loss to Adjusted EBITDA is included in the table below.

	Year ended June 30,
	2024			2025
	2025			2024
Net loss	$	(86,~~333~~674,000	)	$	(68,~~674~~333,000	)
Add/Subtract:
Interest, net		1,~~718~~646,000			1,~~646~~718,000
Income tax provision		-			-
Depreciation and amortization		1,~~045~~002,000			1,~~002~~045,000
EBITDA		(54,~~570~~026,000	)		(45,~~026~~570,000	)
Add/Subtract:
Restatement and related costs		-2,900,000			~~2,900,000~~-
Stock-based compensation		1979,~~571,~~000			~~979~~1,571,000
Adjusted EBITDA	$	(3147,~~999,~~000	)	$	(~~147~~3,999,000	)

Liquidity and Capital Resources

Overview

For fiscal 2025, we generated positive cash flows from operations of $0.6 million. As of March 31, 2026 and June 30, 2025, we had an accumulated deficit of $111.5 million and $106.4 million, respectively. ~~To date~~Historically, our ~~business~~revenues ~~has~~and ~~not~~operating ~~generated~~cash ~~sufficient~~flows ~~cash~~have not been sufficient to ~~fund~~sustain our operations and we have relied on debt and equity financing for additional funds. However, given our existing backlog, we anticipate that revenue growth coupled with improvement in our gross margin and lower operating expenses will move us closer to profitability and improve our cash flow. Our gross margin improvement plan includes, but is not limited to, efforts to reduce product costs. We received new orders during the nine months ended March 31, 2026 of approximately $29.2 million and during fiscal 2025 of approximately $58.5 million.

As of ~~June~~March 3031, ~~2025~~2026, wethe ~~had~~outstanding anbalance ~~existing~~under ~~cash~~the ~~balance~~GBC ofCredit ~~$1.3~~Facility ~~million~~was ~~and~~approximately $25.47 million, ~~remaining~~with ~~available~~up ~~under~~to ~~our~~ $1610.03 million ~~GBC Credit~~available ~~Facility~~for future borrowings, subject to borrowing base limitations. However, ifsuch ~~the~~additional ~~Company~~funds ~~were~~may tobecome ~~experience~~unavailable andue ~~event~~to ofa ~~default,~~covenant breach ~~as defined~~ by the ~~loan agreements~~Company, as ~~amended,~~discussed ~~such additional funds may not be made available~~below.

In April 2024 we notified GBC of a certain event of default with respect to our failure to maintain the EBITDA covenant for the trailing three (3) month period ended April 30, 2024, (the “Default”). On May 8, 2024, we received a waiver, which waived the Default, subject to satisfaction of certain conditions, which have been met.

On May 31, 2024, we entered into Amendment No. 3 to the Loan Agreement (the “Third Amendment”) with GBC, which amended certain terms including but not limited to amending the EBITDA Minimum financial covenant. In consideration for the Third Amendment, we agreed to pay GBC a non-refundable amendment fee of $50,000 in cash. See Note 7 – Notes Payable in the notes to our ~~consolidated~~audited ~~financial~~consolidated financial statements for the fiscal years ended June 30, 2025 and 2024 included elsewhere in this prospectus.

On August 30, 2024, GBC agreed to waive our non-compliance with, and the effects of our non-compliance under, various representations, financial covenants and non-financial covenants relating to our financial restatements. On January 17, 2025, GBC agreed to waive our non-compliance with, and the effects of our non-compliance under, various representations, financial covenants and non-financial covenants relating to our financial restatements and our failure to maintain the EBITDA Minimum for certain financial periods.

On January 22, 2025, we entered into Amendment No. 4 to the Loan Agreement (the “Fourth Amendment”) which amended certain terms relating to the EBITDA Minimum financial covenant of the Company. In consideration for the Fourth Amendment, paid GBC a non-refundable amendment fee of $50,000 in cash.

On July 16, 2025, we entered into the Fifth Amendment which amended the definition of the maturity date to August 31, 2025, unless otherwise extended pursuant to the terms of the Loan Agreement, provided however, upon the occurrence of either (i) an extension of the due date of the Cleveland Note to a date no earlier than September 29, 2027, or (ii) the conversion of all of the outstanding obligations under the Cleveland Note into equity of the Company, the maturity date will automatically extend to July 31, 2027. In consideration for the Fifth Amendment, we agreed to pay GBC a non-refundable amendment fee of $112,500.

On September 4, 2025, we entered into the Sixth Amendment, with the effective date of August 31, 2025, which amended certain terms of the Loan Agreement, including (i) modifications to the EBITDA minimum financial covenant of the Company, and (ii) an extension of the maturity date from August 31, 2025 to September 15, 2025, subject to acceleration or further extension pursuant to the terms of the Loan Agreement. Upon the closing of the Private Placement on September 15, 2025, all the outstanding obligations under the Cleveland Note was applied in full towards satisfaction of the subscription by Cleveland Capital, L.P. (“Cleveland”) in the Private Placement. Upon the conversion of all of the outstanding obligations under the Cleveland Note into equity of the Company, the Maturity Date of the Revolving Note was automatically extended to July 31, 2027.

WeOn ~~believe~~September ~~that~~15, ~~our existing cash of $1.1 million~~2025, ~~together~~we ~~with~~completed ~~$6.7~~a ~~million~~Private ~~that~~Placement ~~currently~~in ~~remains~~which ~~available~~we ~~under~~sold ~~our $16.0 million GBC Credit Facility~~258,144 ~~subject~~Prefunded toWarrants ~~borrowing~~and ~~base limitations~~1, ~~as of July 31~~214,766 ~~2025,~~Common ~~along~~Stock ~~with the $3.8 million cash proceeds portion from our~~Warrants ~~recent~~for ~~private~~approximately ~~placement~~$4, ~~which closed on September 15~~348, ~~2025~~000, ~~will~~net ~~not~~of beoffering ~~sufficient~~costs ~~to meet our anticipated capital resources to fund planned operations for the next twelve months. See “Future Liquidity Needs” below and Liquidity and Financial Condition in Note 2 – Summary~~ of ~~Significant Accounting Policies to the audited consolidated financial statements included elsewhere in this prospectus for additional information~~$652,000.

On November 3, 2025, we completed an underwritten public offering of 3,840,000 shares of our common stock at a public offering price of $2.50 per share. In addition, we granted the underwriter a 30-day option to purchase up to an additional 576,000 shares of common stock at the public offering price, less underwriting discounts and commissions, to cover over-allotments, which was subsequently exercised in full. In total, proceeds received were approximately $9,760,000, net of offering costs of approximately $1,280,000.

Management has evaluated our expected cash and working capital requirements, which include, but are not limited to, investments in additional sales and marketing, research and development and capital equipment, as well as our expected funding sources, which include, but are not limited to, our existing cash, forecasted gross margin and funding available under the GBC Credit Facility, subject to certain restrictions, covenants and borrowing base limitations. Our borrowing base changes as qualified collateral fluctuates and, therefore, available funding under the GBC Credit Facility could be substantially lower. On March 31, 2026, we determined that we failed to comply with the minimum EBITDA financial covenant for the trailing three-month period ended March 31, 2026 under the GBC Credit Facility, which resulted in an “Event of Default” under the GBC Credit Facility. We are working with GBC to negotiate an amendment to the GBC Credit Facility or otherwise obtain a waiver from GBC. GBC has allowed us to continue to have access to our line of credit under the GBC Credit Facility while negotiations continue, however, GBC can choose to limit this access at any time we can successfully negotiate an amendment to the GBC Credit Facility or obtain a waiver from GBC. While we have in the past successfully renegotiated the terms of the GBC Credit Facility, and are optimistic about our ability to do so again, there can be no assurances that we will be able to negotiate an amendment to the GBC Credit Facility or obtain a waiver from GBC on terms favorable to us or at all. In addition, upon the occurrence of an Event of Default under the GBC Credit Facility, GBC may, at its option, declare its commitments to us terminated and all of our obligations under the GBC Credit Facility immediately due and payable, all without demand, notice or further action of any kind required on the part of GBC, and/or exercise other remedies available to it, which include, among other things, its rights as a secured party under the GBC Credit Facility. Since GBC can choose to limit our access to our line of credit under the GBC Credit Facility at any time and successful negotiation of an amendment to the GBC Credit Facility or a waiver from GBC cannot be guaranteed, substantial doubt exists about our ability to continue as a going concern over the 12 months following the date of this prospectus.

Cash Flow Summary

	Year ended June 30,
	Nine months ended March 31,						Year ended June 30,
	2024			2025
	2026			2025			2025			2024
Net cash provided by (used in) operating activities	$	(4,798,000	)	$	610,000
Net cash (used in) provided by operating activities	$	(5,665,000	)	$	2,208,000		$	610,000		$	(4,798,000	)
Net cash used in investing activities		(~~853~~405,000	)		(~~653~~498,000	)		(653,000	)		(853,000	)
Net cash provided by financing activities		3,915,000			734,000
Net cash provided by (used in) financing activities		5,108,000			(1,848,000	)		734,000			3,915,000
Net change in cash	$	(1962,~~736,~~000	)	$	~~691~~(138,000	)	$	691,000		$	(1,736,000	)

Operating Activities

Net cash used in operating activities was $5,665,000 for the nine months ended March 31, 2026, which consisted of $5,136,000 net loss and $2,700,000 in changes in operating assets and liabilities, partially offset by $2,171,000 of non-cash operating costs. The primary changes in operating assets and liabilities were reductions in accounts receivable and inventories, partially offset by a decrease in accounts payable and accrued liabilities combined, office lease payments and an increase in other assets.

Net cash provided by operating activities was $2,208,000 for the nine months ended March 31, 2025, which consisted of $4,914,000 provided by changes in operating assets and liabilities and $2,789,000 of non-cash operating costs, partially offset by net loss of $5,495,000. The primary changes in operating assets and liabilities were a decrease in accounts receivable and an increase in accounts payable and accrued expenses combined, partially offset by office lease payable payments.

Net cash provided by operating activities was $610,000 during fiscal 2025. The primary sources of cash were an increase in accounts payable and accrued expenses combined and non-cash operating costs. The primary uses of cash were the net loss of $6,674,000, an increase in accounts receivable and an increase in other current assets.

Net cash used in operating activities was $4,798,000 during fiscal 2024. The primary uses of cash were the net loss of $8,333,000 and increases in inventory and accounts receivable, that were partially offset by non-cash operating costs and an increase in accounts payable and accrued expenses combined.

Investing Activities

Net cash used in investing activities for the nine months ended March 31, 2026 was $405,000, which consisted primarily of equipment purchases.

Net cash used in investing activities for the nine months ended March 31, 2025 was $498,000, which consisted primarily of equipment purchases.

Net cash used in investing activities during fiscal 2025 was $653,000, primarily due to purchases of furniture and office equipment, warehouse equipment and other related costs. Net cash used in investing activities during fiscal 2024 was $853,000, primarily due to purchases of furniture and office equipment, warehouse equipment and other related costs.

Financing Activities

Net cash provided by financing activities ~~during~~for ~~fiscal~~the ~~2025~~nine ~~was~~months ~~$734,000,~~ended ~~primarily~~March ~~due~~31, to2026 ~~drawing~~was $15,~~000~~108,000, ~~under~~which ~~the~~primarily ~~Cleveland~~consisted ~~Subordinated Line~~ of ~~Credit, partially offset by~~ $~~207~~12,935,000 in net ~~repayments under the GBC Credit. Net~~ cash ~~provided~~proceeds byfrom ~~financing~~the ~~activities~~Public ~~during fiscal~~Offering ~~2024~~and ~~was~~the $3Private Placement,~~915,000,~~ ~~primarily~~partially ~~due~~offset toby $37,~~922~~900,000 inof net ~~borrowings~~repayments under the ~~GBC Credit Facility and SVB Credit Facility. For~~working ~~additional~~capital ~~information~~line onof ~~the SVB Credit Facility, see Silicon Valley Bank Credit Facility in Note 7 – Notes Payable to the audited consolidated financial statements included elsewhere in this prospectus~~credit.

Net cash used in financing activities for the nine months ended March 31, 2025 was $1,848,000, which primarily consisted of $2,830,000 in net repayments under the working capital line of credit, partially offset by $1,000,000 of subordinated debt borrowings.

Net cash provided by financing activities during fiscal 2025 was $734,000, primarily due to drawing $1,000,000 under the Cleveland Subordinated Line of Credit, partially offset by $207,000 in net repayments under the GBC Credit. Net cash provided by financing activities during fiscal 2024 was $3,915,000, primarily due to $3,922,000 in net borrowings under the GBC Credit Facility and SVB Credit Facility. For additional information on the SVB Credit Facility, see Silicon Valley Bank Credit Facility in Note 7 – Notes Payable to the audited consolidated financial statements for the fiscal years ended June 30, 2025 and 2024 included elsewhere in this prospectus.

Future Liquidity Needs

WeHistorically, ~~have~~our ~~evaluated~~revenues ~~our~~and ~~expected~~operating cash ~~requirements~~flows ~~over~~have ~~the~~not ~~next~~been ~~twelve~~sufficient ~~months,~~to ~~which~~sustain ~~include,~~our ~~but~~operations ~~are~~and ~~not~~we ~~limited~~have ~~to,~~relied ~~investments~~on indebt ~~additional~~and equity financing ~~sales~~for ~~and~~additional ~~marketing~~funds. ~~and~~We ~~research~~have ~~and~~incurred ~~development,~~an ~~capital~~accumulated ~~expenditures,~~deficit ~~and~~of ~~working~~$111.5 ~~capital~~million ~~requirements~~through March 31, 2026, and ~~have~~for ~~determined~~the ~~that~~nine ~~our~~months ended ~~existing~~March ~~cash~~31, ~~resources~~2026 ~~are~~incurred ~~not~~a ~~sufficient~~net toloss ~~meet~~of ~~our~~$5.1 ~~anticipated~~million ~~needs~~and ~~during~~utilized ~~the~~$5.7 ~~next~~million ~~twelve~~of ~~months,~~cash ~~from~~in ~~the~~operating ~~filing~~activities. As of ~~this~~March ~~annual~~31, 2026, we ~~report.~~had ~~See~~a ~~Liquidity~~cash balance of $0.4 million and ~~Financial~~$10.3 ~~Condition~~million inof ~~Note~~available 2funding –under ~~Summary~~the ofGibraltar ~~Significant~~Business ~~Accounting~~Capital ~~Policies~~(“GBC”) Credit Facility, subject to ~~the~~borrowing ~~audited~~base ~~consolidated~~limitations. Our borrowing base changes as qualified collateral fluctuates and, therefore, available ~~financial~~funding ~~statements~~under ~~included~~the ~~elsewhere~~GBC inCredit ~~this~~Facility ~~prospectus~~could ~~for~~be ~~additional~~substantially ~~information~~lower.

AsIn ~~of July 31~~addition, ~~2025,~~our weability ~~had~~to ameet ~~cash~~projected ~~balance~~revenue oftargets ~~$1.1 million~~ and ~~funding~~generate ~~available~~cash ~~under~~from ~~our~~operations ~~GBC~~has ~~Credit~~been ~~Facility~~impacted ~~under~~by ~~which~~delays upin tonew ~~$6.7~~orders ~~million~~for isour ~~currently~~energy ~~available~~storage solutions, ~~subject~~reflecting tocorresponding ~~borrowing~~deferrals ~~base~~of ~~limitations.~~new ~~Additionally,~~forklift ~~the~~purchases ~~cash~~by ~~portion~~selected oflarge ~~the~~customer ~~proceeds~~fleets indue ~~connection~~to ~~with the~~lower ~~closing~~capital ofspending aand ~~$5.0~~interest ~~million~~rate ~~private~~variability ~~placement~~and, onmore ~~September 15~~recently, ~~2025~~global istariff ~~approximately $3~~uncertainties.~~8 million.~~

~~Our~~We ~~ability~~import toa ~~draw~~portion ~~funds~~of ~~from~~our ~~the~~raw ~~GBC~~materials ~~Credit~~and ~~Facility~~components isparts ~~subject~~from toother ~~certain restrictions~~countries, ~~covenants~~including ~~and borrowing base limitations~~China. ~~In light of the Default under the GBC Credit Facility~~Recently, ~~the~~many ~~financial~~of ~~covenants in~~ the ~~Loan~~countries ~~Agreement~~where we ~~were~~source ~~modified~~raw tomaterials ~~help~~and ~~prevent~~component ~~future~~parts ~~defaults. If~~have webecome ~~are~~subject ~~unable~~ to ~~meet~~import ~~the~~tariffs ~~conditions~~upon ~~provided~~entry ininto the ~~loan~~United ~~documents,~~States. ~~the~~The ~~funds~~selling ~~may~~prices of ~~not~~our befinished ~~available~~products ~~to us. In addition, our operations~~ have been ~~impacted~~increased ~~by delays in new orders of its energy storage solutions~~ due to ~~corresponding~~increased ~~deferrals~~tariff oflevels ~~new forklift purchases mainly caused by lower capital spending~~ in ~~the~~effect, ~~market sector that we serve and interest rate variability affecting selected large customer fleets~~ which may have ~~impacted~~a ~~its~~negative ~~ability~~impact ~~to meet projected revenue targets and generate cash from operations. Further, these events have placed pressure~~ on our ~~cash resources~~ revenues and ~~raise~~cash ~~substantial doubt about our ability to continue as a going concern for the next twelve months following the date of this prospectus~~flows.

~~Furthermore,~~We ~~should~~have ~~there~~implemented bereductions ~~any~~in ~~delays~~labor inand ~~the~~overhead ~~receipts~~costs and have increased selling prices of ~~key~~energy ~~component~~storage ~~parts~~solutions, ~~due~~however, inmanagement is ~~part~~evaluating strategies to ~~supply~~further ~~change~~improve ~~disruptions,~~profitability ~~our~~of ~~ability~~operations. toGross ~~fulfill~~margin ~~the backlog~~improvement oftasks ~~sales~~include, ~~orders~~but ~~will~~are benot ~~negatively~~limited to, ~~impacted~~a ~~resulting~~plan into ~~lower~~drive ~~availability~~bill of ~~cash~~material ~~resources~~costs ~~from operations~~down. InWe ~~that~~continue ~~event, we~~to ~~may~~execute becost ~~required~~reduction, tosourcing ~~raise~~and ~~additional~~pricing ~~funds~~recovery byinitiatives ~~issuing~~in efforts ~~equity~~to orincrease ~~convertible~~gross ~~debt~~margins ~~securities.~~and Ifimprove ~~such~~cash ~~funds~~flow ~~are~~from ~~not~~operations. ~~available~~Unforeseen ~~when~~factors ~~required,~~ beyond management’s ~~will~~control, beincluding economic ~~required~~uncertainty toand ~~curtail~~the ~~investments~~impact inof ~~new~~global ~~product~~tariff ~~development~~initiatives, ~~which~~could ~~may~~potentially have a ~~material~~negative ~~adverse~~impact ~~effect~~ on ~~future~~the ~~cash flows~~gross ~~and~~margin ~~results~~improvement plan. ofManagement ~~operations~~is ~~and~~continuing ~~our ability~~ to ~~continue~~evaluate ~~operating~~other assources aof ~~going~~capital ~~concern.~~to ~~See~~fund ~~Liquidity~~its operations and ~~Financial~~growth. ~~Condition in~~However, ~~Note~~there 2can –be ~~Summary~~no ofassurance that ~~Significant~~we ~~Accounting~~will ~~Policies~~be able to ~~the~~realize ~~audited~~our ~~consolidated~~plans ~~financial statements included elsewhere in this prospectus~~ for ~~additional~~improved ~~information~~operations.

~~There~~Management ishas noevaluated ~~guarantee~~our ~~that~~expected ~~additional~~cash ~~funds~~and ~~will~~working becapital ~~available~~requirements, onwhich ainclude, ~~timely~~but ~~basis~~are ornot onlimited ~~acceptable~~to, ~~terms.~~investments ~~Our~~in ~~failure~~additional tosales and ~~timely~~marketing, ~~file~~research and development and capital equipment, as well as our ~~fiscal~~expected funding sources, which include, but are not limited ~~2024~~to, ~~Annual~~our ~~Report~~existing oncash, ~~Form~~forecasted ~~10-K~~gross margin and ~~subsequent~~funding ~~fiscal~~available ~~2025~~under ~~interim~~the ~~quarterly~~GBC ~~reports~~Credit onFacility, ~~Form~~subject ~~10-Q~~to ~~means~~certain ~~that~~restrictions, covenants and borrowing base limitations. On March 31, 2026, we ~~currently~~determined ~~are~~that ~~ineligible~~ we failed to ~~use~~comply awith ~~registration~~the ~~statement~~minimum onEBITDA ~~Form~~financial covenant Sfor the trailing three-3month period ended March 31, 2026 under the GBC Credit Facility, which resulted in an “event of default” under the GBC Credit Facility. We ~~will~~are ~~not~~working bewith ~~eligible~~GBC to ~~use~~negotiate an amendment to the GBC Credit Facility or otherwise obtain a ~~registration~~waiver ~~statement~~from onGBC. ~~Form~~GBC ~~S-3~~has ~~again~~allowed us to continue to have access to our line of credit under the GBC Credit Facility while negotiations continue, however, GBC can choose to limit this access at any time until we ~~have~~can successfully negotiate an amendment to the GBC Credit ~~timely~~Facility ~~filed~~or ~~all~~obtain ~~materials~~a waiver from GBC. While we have in the past successfully renegotiated the terms of the GBC Credit Facility, and ~~reports~~are optimistic ~~required~~about our ability to do so again, there can be ~~filed~~no ~~pursuant~~assurances that we will be able to ~~Section~~negotiate ~~13,~~an 14amendment to the GBC Credit Facility or ~~15(d)~~obtain ofa waiver from GBC on terms favorable to us or at all. In addition, upon the ~~Securities~~occurrence ~~Exchange~~of ~~Act~~an event of ~~1934~~default under ~~for~~the aGBC ~~period~~Credit ofFacility, GBC may, at ~~least~~its ~~twelve~~option, ~~(12)~~declare ~~calendar~~its ~~months~~commitments ~~immediately~~to ~~preceding~~us terminated and all our obligations under the ~~filing~~GBC ofCredit Facility aimmediately ~~new~~due ~~registration~~and ~~statement~~payable, all without demand, notice or further action of any kind required on ~~Form~~the ~~S-3.~~part ~~The~~of GBC, and/or exercise ~~inability~~other remedies available to ~~use~~it, which include, among other things, its rights as a ~~Form~~secured ~~S-3~~party ~~registration~~under ~~statement~~the ~~will~~GBC Credit Facility. Since GBC can choose to limit our ~~ability~~access to ~~raise~~our ~~capital~~line ~~through~~of ~~sales~~credit ofunder ~~our~~the ~~securities~~GBC inCredit aFacility ~~timely~~ at any time and ~~cost-efficient~~successful ~~manner.~~negotiation Toof an amendment to the ~~extent~~GBC ~~that~~Credit weFacility ~~raise~~or ~~additional~~a ~~funds~~waiver byfrom ~~issuing~~GBC ~~equity~~cannot be guaranteed, ~~equity-linked~~substantial ordoubt ~~convertible~~exists ~~debt~~about ~~securities,~~ our ~~stockholders~~ability ~~may~~to ~~experience~~continue ~~additional~~as ~~dilution~~a ~~and~~going concern ~~such~~over ~~financing~~the ~~may~~12 ~~involve~~months ~~restrictive~~following ~~covenants~~the date of this prospectus.

36There is no guarantee that additional funds will be available on a timely basis or on acceptable terms. Our failure to timely file certain of our fiscal 2025 interim quarterly reports on Form 10-Q and our amendment on Form 10-K/A to our Annual Report on Form 10-K for the fiscal year ended June 30, 2025 means that we currently are ineligible to use a registration statement on Form S-3. We will not be eligible to use a registration statement on Form S-3 again until we have timely filed all materials and reports required to be filed pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of 1934 for a period of at least twelve (12) calendar months immediately preceding the filing of a new registration statement on Form S-3. The inability to use a Form S-3 registration statement will limit our ability to raise capital through sales of our securities in a timely and cost-efficient manner. To the extent that we raise additional funds by issuing equity, equity-linked or convertible debt securities, our stockholders may experience additional dilution and such financing may involve restrictive covenants.

BUSINESS

Overview

We design, develop, manufacture, and sell a portfolio of advanced lithium-ion energy storage solutions for electrification of a range of industrial and commercial sectors which include material handling and airport GSE. We believe our mobile energy storage solutions provide our customers a reliable, high performing, cost effective, and more environmentally friendly alternative as compared to traditional lead acid and propane-based solutions. Our modular and scalable design allows different configurations of lithium-ion energy storage solutions to be paired with our proprietary wireless battery management system to provide the level of energy storage required and “state of the art” real time monitoring of pack performance. We believe that the increasing demand for lithium-ion energy storage solutions and more environmentally friendly energy storage solutions in the material handling sector should continue to drive our revenue growth.

Our Strategy

	●	increase battery life by optimizing the charging cycle;

	●	give users a better understanding of the health of their battery in use, and

	●	apply artificial intelligence to predictively balance the cells for optimal performance.

Our largest sector of penetration thus far has been the material handling sector, which we believe is a multi-billion-dollar addressable market. We believe ~~the~~this sector will provide us with an opportunity to grow our business as we enhance both our product mix and service levels and to grow our sales to large fleets of forklifts and GSE. Applications of our modular packs for other industrial and commercial uses, such as mobile energy storage systems, are providing additional current growth and ~~further~~furthering opportunities. We intend to continue to ~~expand~~ expand our supply chain and customer partnerships and seek further partnerships and/or acquisitions that provide synergy toin ~~meeting~~order to meet our growth and “building scale” objectives.

Strategic Initiatives

Our near-term priority will be to achieve profitability within our capital constraints. Accordingly, we will continue to pursue supply chain improvements, gross margin expansion initiatives and cost reductions. In addition, we are focusing on business expansion to accelerate gross margins by:

	●	leveraging current high-profile “proven customer relationships” to respond to growing demand of large fleets for lithium-ion value proposition;

	●	pursuing new markets that can leverage our technology and manufacturing capabilities;

	●	expanding features of our popular “SkyBMS” (telemetry) which provides customized fleet management, and real time reports;

	●	expanding our manufacturing and service capacities to ensure customer satisfaction from increased deliveries, and service;

3756

	●	capitalizing on our leadership position with new product offerings, particularly to exploit the rising demand for higher power applications; and

	●	while we are “agnostic to the type of lithium chemistry,” ensuring our research efforts support other chemistries as they may become available.

There can be no assurance that these initiatives and efforts will be successful.

Recent Developments

Business Developments

We have experienced some delays in new orders of our energy storage solutions due to corresponding deferrals of new forklift purchases mainly caused by lower capital spending by certain large customer fleets. While we have had very few cancellations of existing purchase orders, some customers have deferred their orders to later periods. Some customers have attributed lower capital spending to concerns over the economy and the uncertainty of higher interest rates, as well as broader geopolitical uncertainty. More recently, the economic impacts and costs of higher global tariffs implemented by the U.S. government have affected new purchase orders. The impact of deferrals and uncertainties related to new customer orders have required additional selling strategies to support our targeted sales trajectory. Some of these issues are discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations— Business Trends and Uncertainties.”

We have seen improvements in our sourcing and purchasing activity, reflecting our efforts to expand and optimize our vendor strategy. Additional improvements include more secondary sources to minimize stock-outs, lower costs from increasing sources, and controlled delivery times, as reflected in our current inventory levels. With strategic supply chain and profitability improvement initiatives, lower costs and higher volume purchasing, we are targeting gross margin improvement to continue. We are highly focused on expanding sales and marketing initiatives to secure new customer relationships and support the continued migration ~~to lithium~~ of current customers to lithium. We ~~recently~~ have ~~added our~~two ~~second “tier one” OEM~~ private label battery ~~program~~programs toand ~~supplement~~recently ~~our~~hired ~~strong~~a ~~OEM~~Director ~~relationships~~of ~~and~~OEM ~~approvals.~~Business ~~This~~Development ~~collaboration marks~~to afurther ~~significant~~strengthen ~~milestone for~~ our ~~S-Series~~OEM ~~line,~~relationships ~~which~~and ~~now~~to ~~includes products~~ assist with ~~the~~OEM ULcertifications ~~Type EE certification, which provides added safety~~ and ~~durability capabilities~~approvals. We are also working with our distribution network to expand customer acquisition with direct-to-customer initiatives.

We are also expanding our deployment of our telemetry solution providing customers with state of health, better asset management, and a platform for more timely management of service and maintenance requirements.

We also announced a new partnership aimed at enhancing the recycling process for end-of-life lithium-ion batteries with the largest critical battery components recycling company in the U.S. This collaboration represents a significant step forward in our ongoing commitment to environmental responsibility.

Nasdaq Stock Market Notices

OnThe ~~January~~Nasdaq ~~31,~~requires ~~2025,~~that ~~the~~for ~~Company~~continued ~~received~~listing aon ~~notice from~~ the Nasdaq ~~notifying~~Capital ~~the~~Market, ~~Company~~a ~~that~~company ~~based~~must oncontinue ~~its~~to ~~stockholders’~~meet ~~equity~~all ~~of $194,000~~the asrequirements ~~reported~~set forth in ~~its~~Rule ~~Annual~~5550(a) ~~Report~~and onat ~~Form~~least ~~10-K~~one ~~for~~of the ~~fiscal~~standards ~~year~~set ~~ended~~forth ~~June~~in ~~30,~~Rule ~~2024,~~5550(b). ~~the~~The ~~Company~~standards isset noforth ~~longer~~ in ~~compliance with Nasdaq Listing Rule~~ 5550(b) include (1i), ~~which requires~~ the ~~Company to maintain a minimum of $2,500,000 in stockholders~~Stockholders’ ~~equity for~~ ~~continued~~Equity ~~listing on Nasdaq. On March 17~~Requirement, ~~2025,~~(ii) the ~~Company~~Market ~~filed its plan with Nasdaq to regain compliance with the Stockholders’~~ Equity Requirement, ~~which~~or ~~included~~(iii) ~~requesting~~the anNet ~~extension~~Income ~~through July 30, 2025~~Requirement.

OnAs ~~February~~previously 21disclosed, ~~2025,~~on ~~the~~January ~~Company~~31, ~~received~~2025 ~~a notice from~~ the Staff ~~stating~~of ~~that~~Nasdaq ~~because~~notified ~~the~~us ~~Company~~that ~~had~~we did not ~~yet~~comply ~~filed~~with ~~its~~the ~~Quarterly~~Stockholders’ ~~Report~~Equity onRequirement. ~~Form~~On ~~10-Q~~March ~~for the period ended December 31~~17, ~~2024 (the “December Form 10-Q”)~~2025, ~~the~~we ~~Company~~filed ~~does~~our ~~not~~plan ~~comply~~ with Nasdaq ~~Listing Rule 5250(c)(1) (the “Listing Rule”), which requires Nasdaq-listed companies~~ to ~~timely~~regain ~~file~~compliance ~~all required periodic financial reports~~ with the ~~SEC.~~Stockholders’ ~~The~~Equity ~~Company filed the December Form 10-Q on March 20~~Requirement, ~~2025 and is now current with its required periodic financial~~which ~~reports~~included torequesting bean ~~filed~~extension ~~with~~through ~~the~~July ~~SEC~~30, ~~under the Listing Rule~~2025.

38On July 31, 2025, due to non-compliance with the Stockholders’ Equity Requirement, the Staff informed us that trading of the Company’s common stock would be suspended at the opening of business on August 11, 2025, unless we requested an appeal of the Panel.

OnWe ~~July~~requested ~~31,~~an ~~2025,~~appeal ~~the~~hearing ~~Company~~with ~~received a determination letter from~~ the ~~Staff~~Panel ~~notifying the Company that based on the Company’s most recent disclosure, the Company’s stockholders’ equity was a deficit of $4,372,000 as of March 31, 2025~~ and ~~that~~ the ~~Staff had~~Panel determined ~~that~~to ~~the~~grant ~~Company~~us ~~had~~an ~~not~~exception ~~regained~~to demonstrate compliance with the Stockholders’ Equity Requirement. ~~The~~and ~~Staff~~granted ~~informed~~us ~~the~~our ~~company that~~request ~~trading~~for ofcontinued ~~the~~listing, ~~Company’s~~which ~~Common~~extension ~~Stock~~was ~~would~~subject beto, ~~suspended~~among atother ~~the opening of business on August 11~~requirements, ~~2025, unless~~ the Company ~~requests~~demonstrating ancompliance ~~appeal~~with of the ~~Staff~~Stockholder’s ~~determination~~Equity toRequirement ~~the~~on ~~Panel~~or before October 31, 2025.

On August 7, 2025, the Company submitted a hearing request to the Panel, which request will stay suspension of the Company’s securities and the filing of the Form 25-NSE pending the Panel’s decision. On September 4, 2025, the Company made its presentation to the Panel. On September 16, 2025, the Panel determined to grant the Company an exception to demonstrate compliance with the Stockholders’ Equity Requirement and granted the Company’s request for continued listing, which extension is subject to the following: (1) the Company shall file a Annual Report on Form 10-K for the period ending June 30, 2025 on or before September 30, 2025, and (2), the Company shall demonstrate compliance with the Stockholder’s Equity Requirement on or before October 31, 2025 through public disclosures describing the transactions undertaken by the Company to achieve compliance and demonstrate long-term compliance.57

On October 14, 2025, ~~the~~we ~~Company~~ received the Notification from the Staff of Nasdaq that itwe had regained compliance with Nasdaq’s ~~continued~~ continued listing rules because itwe met ~~the~~ Market Equity Requirement. Nasdaq requires that for continued listing on the Nasdaq Capital Market, the Company must continue to meet all the requirements set forth in Rule 5550(a) and at least one of the standards set forth in Rule 5550(b). The ~~standards set forth in 5550(b) include (i) the Stockholders’ Equity Requirement, (ii) the Market Equity Requirement, or (iii) the Net Income Requirement. The~~ Notification also provided that, for a period of one year, the Staff of Nasdaq will monitor ~~the~~ ~~Company’s~~our compliance with the continued listing requirements. If, during such one-year period, ~~the~~we ~~Company~~fail ~~fails~~ to comply with Rule 5550(b), the Staff of Nasdaq will issue a delist determination letter and ~~the~~we ~~Company~~ will have an opportunity to request a new hearing.

OnAs ~~October~~of 2,March ~~2025~~31, ~~we filed the Primary Offering Registration Statement with the SEC~~2026, ~~to, among other reasons, increase our stockholders’ equity so that~~ we ~~can~~also besatisfied ~~in compliance with~~ the ~~Stockholders~~Stockholder’s Equity Requirement., ~~However~~however, ~~the Primary Offering Registration Statement has not yet been declared effective and while~~ we ~~have~~can ~~filed an amendment to allow the Registration Statement to become effective in accordance with Section 8(a) of the Securities Act due to the government shutdown, it may not become effective. We cannot~~ provide ~~any~~no assurances ~~whether~~ that we will be able to ~~complete~~continue anto ~~offering~~comply ~~pursuant~~with toeither the ~~Primary~~Market ~~Offering~~Equity ~~Registration~~Requirement ~~Statement~~ or ~~any other offering. In addition, any offering or financing, whether pursuant to Primary Offering~~ the Registration Statement or otherwise, will depend on a number of factors and market conditions and there can be no assurances that we will complete any offering with a sufficient amount of net proceeds to satisfy the StockholdersStockholder’s Equity Requirement ~~or at all~~. ~~Any~~If ~~such offering of securities will be made by means of~~ the ~~Primary~~Company ~~Offering Registration~~fails ~~Statement (only if or once effective) or other applicable offering document and this prospectus is not an offer~~ to ~~sell or the solicitation of an offer to buy these securities. If we fail to~~ comply with the Nasdaq continued listing requirements, ~~our~~the ~~Common~~Company’s ~~Stock~~common stock will be subject to delisting by Nasdaq. In the event our ~~Common~~common ~~Stock~~stock is delisted, our stock price and market liquidity of our stock will be adversely affected, which will impact the ~~our~~ ability of the Company’s stockholders to sell securities in the market. Further, delisting from Nasdaq could also have other negative effects, including potential loss of confidence by partners, lenders, suppliers and employees. ~~See “Risk Factors” for additional information.~~

Authorized Common Stock Share Increase

On May 28, 2025, we filed a Certificate of Amendment to our Amended and Restated Articles of Incorporation as amended and currently in effect with the Secretary of State of the State of Nevada (“Nevada Secretary of State”) to increase the number of authorized ~~shares~~ shares of ~~Common~~common ~~Stock~~stock of the Company from 30,000,000 to 75,000,000, effective upon filing. The Amendment did not have any effect on the par value per share of the Company’s ~~Common~~common ~~Stock~~stock.

39Securities Class Action

~~Settlement~~On July 11, 2025, we entered into a settlement term sheet (“Term Sheet”) to fully resolve the previously disclosed class action litigation captioned Kassam v. Flux Power Holdings, Inc. et al. (Case No. 3:25-cv-00113-JO-DDL), against the Company, its former chief executive officer, Ronald F. Dutt, and its former chief financial officer, Charles A. Scheiwe (collectively, the “Defendants”). The settlement was subsequently memorialized in a definitive settlement agreement, executed on August 27, 2025, which was filed with the Court on August 28, 2025 in connection with an unopposed motion for preliminary approval of the settlement. On October 23, 2025, the Court held a preliminary hearing on plaintiff’s motion, but continued the hearing until December 2, 2025, pending certain supplemental submissions by the parties. Following the December 4, 2025 hearing, on December 10, 2025 the Court issued an order preliminarily approving the settlement and setting forth a final approval hearing for April 2, 2026. On April 7, 2026, the Court issued its Order and Final Judgement affirming its preliminary order and approving the proposed plan of allocation as fair and reasonable. The Court entered its judgement and dismissed all claims with prejudice. Separately on April 7, 2026, the Court entered its order awarding attorneys’ fees and reimbursement to plaintiff’s counsel.

OnThe ~~July~~settlement ~~11,~~provides ~~2025~~for, weamong ~~entered~~other ~~into~~things, athe ~~Term~~final ~~Sheet~~dismissal toof ~~fully resolve~~ the ~~previously disclosed class action~~ litigation ~~captioned~~and ~~Kassam~~a v.release ~~Flux Power~~of ~~Holdings,~~claims ~~Inc. et al. (Case No. 3:25-cv-00113-JO-DDL),~~ against the Defendants. ~~The settlement was subsequently memorialized~~ in aexchange ~~definitive~~for ~~settlement agreement, executed on August 27, 2025, which was filed with~~ the ~~Court~~Company onestablishing ~~August~~a ~~28,~~$1.75 ~~2025~~million inescrowed ~~connection~~settlement ~~with an~~fund ~~unopposed~~to ~~motion~~cover ~~for~~payments ~~preliminary~~to ~~approval of~~ the settlement, ~~which motion will be heard by the Court on October 23~~class, ~~2025. For additional~~attorneys’ ~~information~~fees ~~about~~and ~~the~~settlement ~~case,~~administration ~~see “—Legal Proceedings~~expenses.” InOur ~~settling~~liability ~~the~~insurers ~~class~~directly ~~action,~~funded the ~~Company~~full is$1.75 ~~not~~million ~~admitting~~settlement ~~any~~amount, which ~~liability~~was ~~and~~released ~~neither~~from the ~~Term~~escrowed ~~Sheet nor the definitive~~ settlement ~~agreement~~fund ~~constitutes~~pursuant anto ~~admission of liability or an admission regarding~~ the ~~accuracy~~Order ofand ~~any~~Final ~~allegation made by the plaintiffs~~Judgement.

The settlement ~~provides~~class ~~for~~consists of all persons or entities who purchased publicly traded common stock of the Company between November 15, ~~among~~2021 and ~~other~~February ~~things~~14, 2025, but excludes (i) persons who suffered no compensable losses; and (ii) the ~~final~~Defendants; ~~dismissal~~present and former officers, directors, or control persons of the ~~litigation~~Company ~~and~~at aall ~~release~~relevant times; members of ~~claims~~their ~~against~~immediate ~~the~~families ~~Defendants~~and intheir legal representatives, ~~exchange~~heirs, ~~for~~successors, predecessors or assigns; present and former parents, subsidiaries, assigns, successors, and predecessors of the Company; and ~~establishing~~any entity in which any of the persons excluded hereunder has or had a ~~$1.75~~controlling ~~million~~or ~~escrowed~~majority ~~settlement~~ownership ~~fund~~interest toin ~~cover~~the ~~payments~~Company at toany time. The plaintiff’s motion sought certification of the settlement class, ~~attorneys’ fees~~ and, for settlement ~~administration~~purposes ~~expenses~~only, Defendants did not object to certification of the action as a class action.

~~The~~For additional ~~settlement~~information ~~class~~about ~~will consist of all persons or entities who purchased publicly traded Common Stock of~~ the ~~Company between November 15~~case, ~~2021~~ ~~and~~see ~~February~~“—Legal ~~14,~~Proceedings.” ~~2025,~~In ~~but~~settling ~~will exclude (i) persons who suffered no compensable losses; and (ii)~~ the ~~Defendants;~~class ~~present and former officers~~action, ~~directors, or control persons of~~ the Company atis ~~all~~not ~~relevant~~admitting ~~times; members of their immediate families and their legal representatives,~~any ~~heirs,~~liability ~~successors, predecessors or assigns; present~~ and ~~former~~neither ~~parents,~~the ~~subsidiaries,~~Term ~~assigns,~~Sheet ~~successors,~~nor ~~and predecessors of~~ the ~~Company; and~~definitive ~~any~~settlement ~~entity~~agreement inconstitutes ~~which~~an ~~any~~admission of ~~the~~liability ~~persons excluded hereunder has~~ or ~~had~~an aadmission ~~controlling or majority ownership interest in~~ regarding the ~~Company at~~accuracy ~~any time. The plaintiff’s motion seeks certification~~ of ~~the~~any ~~settlement~~allegation ~~class,~~made ~~and,~~by ~~for settlement purposes only, Defendants will not object to certification of~~ the ~~action as a class action~~plaintiffs.

We expect our liability insurers to directly fund approximately $1.15 million of the settlement fund. The Company estimates that it will contribute approximately $600,000 to the settlement fund as its remaining retention/deductible related to its insurance policy.

Special Meeting of Stockholders

On August 29, 2025, at a Special Meeting of Stockholders, our stockholders approved the following proposals: (1) the amendment and restatement of the Articles as amended and then currently in effect to, among other things, (i) increase the aggregate number of authorized shares of Preferred Stock from 500,000 to 3,000,000, (ii) grant the Board of Directors authority to fix the rights and preferences of the Preferred Stock by resolution from time to time, and (iii) designate 1,000,000 shares of Preferred Stock as “Series A Convertible Preferred Stock,” with rights, preferences, privileges and restrictions all as set forth in the Restated Articles, and (2) the reservation and issuance of such number of shares of ~~Common~~common ~~Stock~~stock issuable in connection with the conversion of the shares of Series A Preferred Stock which are issuable upon exercise of certain prefunded warrants, and exercise of certain common stock warrants issued and issuable in the Private Placement, which total issuance could exceed 20% of the amount outstanding of ~~Common~~common ~~Stock~~stock prior to the Private Placement for purposes of complying with Nasdaq Listing Rule 5635(d).

Second Amended and Restated Articles of Incorporation

On September 10, 2025, the Company filed the Restated Articles with the Nevada Secretary of State to among other things, (i) increase the aggregate number of authorized shares of Preferred Stock from 500,000 to 3,000,000, (ii) grant the Board of Directors authority to fix the rights and preferences of the Preferred Stock by resolution from time to time, and (iii) designate 1,000,000 shares of Preferred Stock as “Series A Convertible Preferred Stock,” with rights, preferences, privileges and restrictions set forth therein. The Restated Articles became effective upon filing with the Nevada Secretary of State on September 10, 2025. The Restated Articles did not have any effect on the par value per share of the Company’s ~~Common~~common ~~Stock~~stock.

Series A Preferred Stock

The Series A Preferred Stock have the following material rights, features, privileges and limitations:

Rank. With respect to payment of dividends and distribution of assets upon liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, all shares of Series A Preferred Stock rank senior to all the ~~Common~~common ~~Stock~~stock and any other class of securities that is specifically designated as Junior Securities.

Voting Rights. The holders of shares of Series A Preferred Stock have a right to vote as a single class with the holders of ~~Common~~common ~~Stock~~stock on an as-if-converted-to-Common-Stock-basis based on the greater of the (i) Conversion Price, or the (ii) Minimum Price as defined in Rule 5635(d) of the Nasdaq Listing Rules, except that holders of Series A Preferred Stock shall have the right to vote as a separate class with respect to certain specified matters.

Dividends. The holders of each share of the Series A Preferred Stock then outstanding are entitled to receive cumulative cash dividends at an annual dividend rate of 8.0%, payable quarterly on the last day of March, June, September, and December of each year, which may be payable in kind or in cash at the option of the Company.

Liquidation, Dissolution, or Winding Up. Upon a Liquidation, bankruptcy event, or change of control, the holders of shares of Series A Preferred Stock will be entitled to receive out of the assets, whether capital or surplus, of the Company an amount equal to the purchase price per warrant to purchase Series A Preferred Stock paid for by the holders of Series A Preferred Stock, adjusted for any stock splits, stock dividends, recapitalizations, or similar transaction with respect to the Series A Preferred Stock, for each share of Series A Preferred Stock before any distribution or payment will be made to the holders of any Junior Securities, and if the assets of the Company will be insufficient to pay in full such amounts, then the entire assets to be distributed to the holders of shares of Series A Preferred Stock will be ratably distributed among such holders in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full.

Conversion Rights. The holders of shares of Series A Preferred Stock have the right to convert all or any portion of the outstanding shares of Series A Preferred Stock held by such holder multiplied by the Liquidation Value into shares of the Company’s Common Stock at the initial conversion price equal to 120% of the 20-day VWAP per share of Common Stock immediately preceding the initial closing in which the warrants to purchase Series A Preferred Stock were first issued to such holders, with automatic conversion at the initial Conversion Price upon (i) the conversion of the shares of Series A Preferred Stock by the Majority Holders, (ii) the affirmative vote or written consent by the Majority Holder to convert all outstanding shares of Series A Preferred Stock, and (iii) on the fifth (5th) anniversary of the initial closing date in which the warrants to purchase Series A Preferred Stock are first issued to such holders of Series A Preferred Stock.59

~~Adjustments~~Conversion toRights. ~~Conversion~~The ~~Price~~holders ~~and~~of ~~Conversion~~shares ~~Shares.~~of ~~The~~Series ~~Conversion~~A ~~Price~~Preferred isStock ~~subject~~have the right to ~~standard~~convert ~~weighted~~all ~~average~~or ~~anti-dilution~~any ~~protection,~~portion of the outstanding shares ~~and~~of ~~anti-dilution~~Series ~~protection~~A ~~against~~Preferred ~~issuance~~Stock ofheld ~~securities~~by such holder multiplied by the Liquidation Value into shares of the Company’s common stock at the initial conversion price equal to 120% of the 20-day VWAP per share of common stock immediately preceding the initial closing in which ~~certain~~the ~~incidences,~~warrants to purchase Series A Preferred Stock were first issued to such asholders, with automatic conversion at the initial Conversion Price upon (i) inthe conversion of the ~~event~~shares of aSeries ~~stock dividend~~A ~~on,~~Preferred orStock aby ~~subdivision~~the Majority Holders, ~~combination~~(ii) the affirmative vote or ~~reclassification~~written consent by the Majority Holder to convert all outstanding shares of, ~~Common~~Series A Preferred Stock, and (iiiii) inon the ~~event~~fifth (5th) anniversary of ~~any~~the ~~capital~~initial ~~reorganization, reclassification~~closing ofdate in which the ~~capital~~warrants ~~stock,~~to ~~consolidation~~purchase orSeries ~~merger~~A Preferred Stock are first issued to such holders of ~~the~~Series ~~Company~~A Preferred Stock.

~~Private~~Adjustments ~~Placement~~to Conversion Price and Conversion Shares. The Conversion Price is subject to standard weighted average anti-dilution protection, and anti-dilution protection against issuance of securities by the Company in certain incidences, such as (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, common stock, and (ii) in the event of any capital reorganization, reclassification of the capital stock, consolidation or merger of the Company.

OnPublic ~~July~~Offering 18, 2025, we entered into the Purchase Agreement with the Initial Purchaser(s) pursuant to which the Company agreed to sell an initial aggregate amount of approximately $2.9 million in Prefunded Warrants at a purchase price equal to $19.369 per warrant. Each Prefunded Warrant entitled the holder to purchase one share of the Company’s Series A Preferred Stock for $0.001 per share. Purchasers of Prefunded Warrants were also issued an additional five (5) year warrant to purchase a number of shares of common stock, par value $0.001 per share equal to fifty percent (50%) of the number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock. On September 15, 2025, the Company entered into the Amended and ~~Restated~~Private ~~Purchase~~Placement Agreement with certain of the Initial Purchasers and certain additional investors pursuant to which, among other things, the Purchasers agreed to subscribe for and purchase, and the Company agreed to issue and sell to the Purchasers, an aggregate of 258,144 Prefunded Warrants and 1,214,766 Common Warrants at the Purchase Price for gross proceeds of approximately $5.0 million. The Purchase Price was paid in cash or, in lieu of cash, cancellation of certain existing debt of the Company.Fundraising

~~The~~On ~~closing~~November of3, ~~the~~2025, ~~Private~~we ~~Placement~~completed ~~contemplated~~an byunderwritten ~~the~~public ~~Amended~~offering ~~and~~of ~~Restated~~3,840,000 ~~Purchase~~shares ~~Agreement~~of ~~occurred~~our ~~simultaneously~~common onstock ~~September~~at ~~15, 2025~~a ~~upon~~public ~~the~~offering ~~satisfaction~~price of $2.50 ~~certain~~per ~~customary conditions~~share. AsIn ofaddition, we granted the ~~Closing,~~underwriter ~~there~~a ~~were~~30-day nooption to purchase up to an additional 576,000 shares of ~~Series~~common Astock at ~~Preferred~~the ~~Stock~~public ~~issued or~~offering ~~outstanding.~~price, ~~The~~less ~~Company~~underwriting ~~intends~~discounts and commissions, to ~~use~~cover ~~the~~over-allotments, ~~net~~which ~~proceeds~~was ~~from~~subsequently ~~the~~exercised in ~~Private~~full. ~~Placement~~Net ~~for~~proceeds ~~general~~received ~~corporate~~were ~~purposes~~approximately ~~and~~$9,760,000, ~~growth~~after ~~capital~~offering costs of approximately $1,280,000.

41On July 18, 2025, we entered into a Securities Purchase Agreement (the “Private Placement Purchase Agreement”) with certain accredited investors (the “Initial Purchaser(s)”) pursuant to which the Company agreed to sell an initial aggregate amount of approximately $2.9 million in Prefunded Warrants at a purchase price equal to $19.369 per warrant (the “Purchase Price”). Each Prefunded Warrant entitled the holder to purchase one share of the Company’s Series A Preferred Stock for $0.001 per share. Purchasers of Prefunded Warrants were also issued an additional five (5) year warrant to purchase a number of shares of common stock, par value $0.001 per share equal to fifty percent (50%) of the number of shares of common stock issuable upon conversion of the Series A Preferred Stock. On September 15, 2025, the Company entered into an amended and restated securities purchase agreement (the “Amended and Restated Private Placement Purchase Agreement”) with certain of the Initial Purchasers and certain additional investors (collectively, the “Purchasers”) pursuant to which, among other things, the Purchasers agreed to subscribe for and purchase, and the Company agreed to issue and sell to the Purchasers, an aggregate of 258,144 Prefunded Warrants and 1,214,766 Common Warrants at the Purchase Price for gross proceeds of approximately $5.0 million. The Purchase Price was paid in cash or, in lieu of cash, cancellation of certain existing debt of the Company.

The ~~Private~~closing ~~Placement~~of ~~Securities~~the ~~were~~Private ~~offered~~Placement tocontemplated aby ~~small~~the ~~select~~Amended ~~group~~and ofRestated ~~accredited~~Private ~~investors,~~Placement asPurchase ~~defined~~Agreement inoccurred ~~Rule~~simultaneously on ~~501~~September ~~of Regulation D~~15, ~~all of~~2025 ~~whom~~upon ~~have~~the asatisfaction ~~substantial~~of ~~pre-existing~~certain ~~relationship~~customary ~~with the Company~~conditions. ~~Certain~~As ~~affiliates~~ of the ~~Company participated in the Private Placement~~Closing, ~~among~~there ~~which~~were ~~included~~no ~~Krishna~~shares ~~Vanka,~~of ~~our~~Series ~~Chief~~A ~~Executive~~Preferred Stock ~~Officer~~issued ~~and~~or ~~director,~~outstanding. ~~Kevin~~The ~~Royal,~~Company ~~our~~intends ~~Chief~~to ~~Financial~~use ~~Officer,~~the ~~Jeffrey Mason,~~net ~~our~~proceeds ~~Chief~~from ~~Operating~~the ~~Officer,~~Private ~~Dale~~Placement ~~Robinette,~~for ~~our~~general ~~director,~~corporate ~~Michael~~purposes ~~Johnson, our director,~~ and ~~Cleveland, which beneficially owns~~ ~~approximately~~growth 7capital.~~3% of our Common Stock.~~

The Private Placement Securities were offered to a small select group of accredited investors, as defined in Rule 501 of Regulation D, all of whom have a substantial pre-existing relationship with the Company. Certain affiliates of the Company participated in the Private Placement, among which included Krishna Vanka, our Chief Executive Officer and director, Kevin Royal, our Chief Financial Officer, Jeffrey Mason, our Chief Operating Officer, Dale Robinette, our director, Michael Johnson, our director, and Cleveland, which beneficially owns approximately 7.3% of our common stock.

Prefunded Warrant and Common Warrant

Each Prefunded Warrant has an exercise price per share of Series A Preferred Stock equal to $0.001 per share. The Prefunded Warrants are immediately exercisable upon the Closing of the Private Placement and expire when exercised in full. The exercise price and the number of shares of Series A Preferred Stock issuable upon exercise of each Prefunded Warrant is subject to appropriate adjustments in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Series A Preferred Stock.

Each Common Warrant has an initial exercise price of $1.715, which is equal to the 20-day VWAP per share of Common Stock immediately preceding the Closing of the Private Placement (subject to adjustment therein), is exercisable immediately following issuance and has a term of five (5) years from the initial issuance date. The Common Warrant has a “cashless exercise” provision which provides that the Common Warrant can be exercised without further payment to the Company. The exercise price and the number of shares of Common Stock issuable upon exercise of each Common Warrant is subject to appropriate adjustments in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Common Stock.60

InEach ~~addition~~Common Warrant has an initial exercise price of $1.715, which is equal to the ~~Warrants~~20-day ~~may~~VWAP ~~not~~per beshare ~~exercised~~of incommon ~~full~~stock ~~and~~immediately ~~may~~preceding the ~~not~~Closing beof ~~exercised~~the Private Placement (subject to ~~the~~adjustment ~~extent~~therein), ~~that~~is exercisable immediately following ~~such~~issuance and has a term of five (5) years from the initial issuance date. The Common Warrant has a “cashless exercise,” provision which provides that the ~~holder~~Common ~~would~~Warrant ~~beneficially~~can ~~own~~be ~~greater~~exercised ~~than~~without 4further payment to the Company.~~99%~~ ~~or,~~The atexercise price and the ~~election~~number of ~~the~~shares ~~holder,~~of ~~greater~~common ~~than~~stock issuable ~~9.99%~~upon exercise of each Common Warrant is subject to appropriate adjustments in the ~~Company’s~~event ~~outstanding~~of certain stock dividends and distributions, ~~Common~~stock ~~Stock~~splits, stock combinations, reclassifications or similar events affecting the common stock.

In addition, the Warrants may not be exercised in full and may not be exercised to the extent that immediately following such exercise, the holder would beneficially own greater than 4.99% or, at the election of the holder, greater than 9.99% of the Company’s outstanding common stock.

Registration Rights Agreement

In connection with the Amended and Restated Private Placement Purchase Agreement, the Company ~~agreed~~entered ~~to enter~~ into the Registration Rights Agreement ~~with~~ with the Purchasers, pursuant to which the Company ~~will~~agreed to prepare and file a registration statement with the SEC covering the resale of a number of shares of ~~Common~~common ~~Stock~~stock underlying the Series A Preferred Stock and the Common Warrants issued pursuant to the Amended and Restated Private Placement Purchase Agreement, and to use its commercially reasonable efforts to cause such registration statement to be declared effective by the SEC within seventy-five (75) days following the date of the registration statement. The Company filed the registration statement in October 2025, which became effective in November 2025.

Escrow Agreement

In connection with the Closing, the Company entered into the Escrow Agreement, with David L. Hill, II on behalf of Hill Innovative Law, LLC, as escrow agent, pursuant to which the Escrow Agent agreed to hold and will disburse the total aggregate purchase price pursuant to the terms of the Escrow Agreement.

First Amendment to the Subordinated Unsecured Promissory Note

On July 16, 2025, we entered into the Note Amendment with Cleveland. The Note Amendment amended the due date set forth in the Original Note issued by us to Cleveland in connection with a certain Credit Facility Agreement dated November 2, 2023 (the “Subordinated LOC”). Pursuant to the Note Amendment, the due date under the Original Note was changed from August 15, 2025 to September 30, 2025. See Note 8 – Related Party Debt Agreements to the audited consolidated financial statements included elsewhere in this prospectus for additional information regarding the Cleveland Note.

Debt Satisfaction Agreement

On September 15, 2025, concurrently with the closing of the Private Placement, we entered into a Debt Satisfaction Agreement with Cleveland pursuant to which Cleveland represented that the full subscription price for the Private Placement Securities acquired and issued in the Private Placement to Cleveland were in exchange for the full payment and settlement of any and all obligations of the Company due to Cleveland under the Cleveland Note and upon issuance of the Private Placement Securities in the Private Placement to Cleveland, all obligations under the Cleveland Note and Subordinated LOC were deemed paid in full and the Subordinated LOC was terminated. In connection with such termination, the Cleveland Note was cancelled.

Credit Facility

On July 28, 2023, we entered into the Loan Agreement with GBC. The Loan Agreement provided us with a senior secured revolving loan facility for up to $15.0 million (the “GBC Credit Facility”). The revolving amount available under the GBC Credit Facility is equal to the lesser of the Revolving Loan Commitment and the borrowing base amount, as defined in the Loan Agreement. The GBC Credit Facility is evidenced by the Revolving Note, which maturity date was automatically extended to July 31, 2027 (the “Maturity Date”) upon the conversion of all the outstanding obligations under the Cleveland Note into equity of the Company at the Closing of the Private Placement on September 15, 2025. Provided that there is no event of default, the Maturity Date can automatically be extended for a one-year period upon payment of a renewal fee for each such extension in the amount of three-quarters of one percent (0.75%) of the Revolving Loan Commitment, which fee will be due and payable on or before the applicable Maturity Date.

In addition, subject to conditions and terms set forth in the Loan Agreement, we may request an increase in the Revolving Loan Commitment from time to time upon not less than 30 days’ notice to GBC which increase may be made at the sole discretion of GBC, as long as: (a) the requested increase is in a minimum amount of $1,000,000, and (b) the total increases do not exceed $5,000,000 and no more than five (5) increases are made. Outstanding principal under the GBC Credit Facility accrues interest at Secured Overnight Financing Rate (“SOFR,” as defined in the Loan Agreement) plus five and one half of one percent (5.50%) per annum with such interest payment due monthly on the last day of the month. In the event of default, the amounts due under the Loan Agreement bear interest at a rate per annum equal to three percent (3.0%) above the rate that is otherwise applicable to such amounts. In addition, we are required to pay a monthly unused line fee equal to one-half of one percent (0.50%) per annum on the difference between the Revolving Loan Commitment and the average outstanding principal balance of the revolving loan(s) for such month. The obligations under the GBC Credit Facility may be prepaid in whole or in part at any time upon an exit fee of (a) two percent (2.00%) of the Revolving Loan Commitment if the obligations are paid in full during the first year after the closing date, or (b) one percent (1.00%) of the Revolving Loan Commitment if the obligations are paid in full one year after the closing date, provided, that, the exit fee will be waived if such prepayment occurs in connection with the refinancing of the obligations with Bank of America, N.A., as lender.

The loans and other obligations of the Company under the GBC Credit Facility are secured by substantially all of the tangible and intangible assets of the Company (including, without limitation, our intellectual property) pursuant to the terms of the Loan Agreement and the IP Security Agreement.

Amendments and Waivers to Credit Facility

On November 2, 2023, we entered into Amendment No. 1 to the Loan Agreement (the “First Amendment”) which amended certain definition of the Subordinated Debt referenced in the Loan Agreement as Subordinated Debt owed by us to Cleveland pursuant to that certain Subordinated Unsecured Promissory Note, dated as of November 1, 2023, in the aggregate principal amount of $2,000,000.

On January 30, 2024, we entered into Amendment No, 2 to the Loan Agreement (the “Second Amendment”) which amended certain terms of the Loan Agreement including but not limited to, (i) increasing the commitment amount from $15.0 million to $16.0 million, (ii) adding an additional non-refundable closing fee in the amount of $7,500 in cash for the increase in the commitment amount to $16 million, (iii) amending the definition of “Eligible Accounts;” and (iv) amending the EBITDA Minimum financial covenant. In consideration for the Second Amendment, we paid GBC a non-refundable amendment fee of $10,000 in cash, in addition to the $7,500 non-refundable closing fee paid.

On May 8, 2024, we received a waiver from GBC, which waived an event of default with respect to our anticipated failure to maintain the EBITDA covenant for the trailing three (3) month period ended April 30, 2024.

On May 31, 2024, we entered into the Third Amendment which amended certain terms of the Loan Agreement, including but not limited to amending the EBITDA Minimum financial covenant. In consideration for the Third Amendment, we paid GBC a non-refundable amendment fee of $50,000 in cash.

On August 30, 2024, GBC agreed to waive our non-compliance with, and the effects of its non-compliance under, various representations, financial covenants and non-financial covenants relating to our financial restatements.

On January 17, 2025, we received a waiver which, subject to the satisfaction of certain conditions which were met, waived our non-compliance with and the effects of our non-compliance under, various representations, financial covenants and non-financial covenants relating to our financial restatements and our failure to maintain the EBITDA Minimum for certain financial periods.

On January 22, 2025, we entered into the Fourth Amendment which amended certain terms relating to the EBITDA Minimum financial covenant. In consideration for the Fourth Amendment, we paid GBC a non-refundable amendment fee of $50,000.

On July 16, 2025, we entered into the Fifth Amendment which amended the definition of the maturity date to August 31, 2025, unless otherwise extended pursuant to the terms of the Loan Agreement, provided however, upon the occurrence of either (i) an extension of the due date of Cleveland Note to a date no earlier than September 29, 2027, or (ii) the conversion of all of the outstanding obligations under the Cleveland Note into equity of the Company, the maturity date will automatically extend to July 31, 2027. In consideration for the Fifth Amendment, we paid GBC a non-refundable amendment fee of $112,500.

On September 4, 2025, we entered into the Sixth Amendment, with the effective date of August 31, 2025, which amended certain terms of the Loan Agreement, including (i) modifications to the EBITDA minimum financial covenant of the Company, and (ii) an extension of the maturity date from August 31, 2025 to September 15, 2025, subject to acceleration or further extension pursuant to the terms of the Loan Agreement. Upon the closing of the Private Placement, all the outstanding obligations under the Cleveland Note were applied in full satisfaction of the subscription by Cleveland in the Private Placement. Upon the conversion of all of the outstanding obligations under the Cleveland Note into equity of the Company, the Maturity Date of the Revolving Note was automatically extended to July 31, 2027.

AsOn aMarch ~~result~~31, of2026, we determined that we failed to comply with the ~~aforementioned~~minimum ~~waivers~~EBITDA ~~and~~financial ~~amendments~~covenant for the trailing three-month period ended March 31, ~~and~~2026 ~~extension~~under the GBC Credit Facility, which resulted in an “event of default” under the ~~Maturity~~GBC ~~Date~~Credit Facility. We are working with GBC to ~~July~~negotiate 31an amendment to the GBC Credit Facility or otherwise obtain a waiver from GBC. GBC has allowed us to continue to have access to our line of credit under the GBC Credit Facility while negotiations continue, ~~2027~~however, GBC can choose to limit this access at any time until we ~~expect~~can ~~that~~successfully negotiate an amendment to the ~~revolving~~GBC Credit Facility or obtain a waiver from GBC. ~~credit~~While ~~facility~~we ~~will~~have ~~remain~~in ~~available~~the ~~subject~~past successfully renegotiated the terms of the GBC Credit Facility, and are optimistic about our ability to ~~meeting~~do so ~~certain~~again, ~~lending~~there ~~criteria~~can ~~under~~be no assurances that we will be able to negotiate an amendment to the ~~Loan~~GBC ~~Agreement~~Credit Facility or obtain a waiver from GBC on terms favorable to us or at all.

Our Business

We have leveraged our experience in lithium-ion technology to design and develop a portfolio of industrial and commercial energy storage packs that we believe provide attractive solutions to customers seeking an alternative to lead acid and propane-based power products. We believe that the following attributes are significant contributors to our success:

Engineering and integration experience in lithium-ion for motive applications: Our engineers design, develop, test, and service our advanced lithium-ion energy storage solutions. We have been developing lithium-ion applications for the advanced energy storage market since 2010, starting with products for automotive electric vehicle manufacturers. We believe our engineering experience enables us to develop competitive solutions that meet our customers’ needs currently and in the foreseeable future.

UL Listing: Our goal is to obtain a UL Listing for all of our Packs, and we recently completed the process for our newest source of battery cells. We believe this UL Listing provides us a significant competitive advantage and provides assurance to customers that our technology has been rigorously tested by an independent third party and determined to be safe, durable and reliable.

Original equipment manufacturer (OEM) approvals: Many of our energy storage packs have been tested and approved for use by Toyota Material Handling USA, Inc., Crown Equipment Corporation, and The Raymond Corporation, among the top global lift truck manufacturers by revenue according to Material Handling & Logistics. We also provide a “private label” Class 3 Walkie Pallet Pack to two major top 10 forklift OEMs.

Broad product offering and scalable design: We offer energy storage packs for use in a variety of industrial motive applications. We believe that our modular and scalable design enables us to optimize design, inventory, and part count to accommodate natural product extensions of our products to meet customer requirements. We have leveraged our Class 3 Walkie Pallet Pack design to develop larger energy storage packs for larger forklifts, GSE Packs, and other industrial equipment applications. Natural product extensions, based on our modular, scalable designs, include solar backup power for electric vehicle (“EV”) mobile charging stations and robotic warehouse equipment.

Significant advantages over lead acid and propane-based solutions: We believe that lithium-ion battery systems have significant advantages over existing technologies and will displace lead acid batteries and propane-based solutions, in most applications. Relative to lead acid batteries, such advantages include environmental benefits, no water maintenance, faster charge times, greater cycle life, longer run times, and less energy used that provide operational and financial benefits to customers. When compared to lead acid solutions, our energy storage solutions do not discharge carbon dioxide in the atmosphere due to lithium chemistry efficiencies. In addition, when compared to propane-based solutions, lithium-ion systems avoid the generation of exhaust emissions and associated odor and environmental contaminates, and maintenance of an internal combustion engine, which has substantially more parts subject to wear than an electric motor.

Proprietary Battery Management System: Critical to our success is our innovative, proprietary and versatile battery management system (“BMS’) that optimizes the performance of our lithium-ion energy solutions and provides a platform for adding new energy storage solution features, including customized telemetry (energy storage solution data and reports available anytime, anywhere) for customers who choose this option. The BMS serves as the brain of the energy storage solution, managing cell balancing, charging, discharging, monitoring and communication between the pack and the forklift. Our “next generation” versatile BMS is currently part of our full product lines and provides significant product features for improved customer productivity. Our BMS also enables ongoing feature development for reduced cost and higher performance. We have included our proprietary telemetry solution, branded “SkyBMS” which provides real time reports on pack performance, health, and remaining useful life.

Our Products

We design, develop, test and sell our energy storage solutions for use in a broad range of lift trucks, industrial equipment including airport GSE, and other commercial applications. Within each of these product segments, we offer a range of power and equipment solutions.

Our energy storage solution system design is adaptable with three core design modules used in our entire family of small, medium, and large pack forklift products. A scalable modular design allows for core modules to be configured to address a variety of unique power and space requirements. We also have the capability to offer varying chemistries and configurations based on the specific application. Currently, our energy storage packs use lithium iron phosphate (LiFePO4) battery cells, which we source from a single supplier located in China, that meet our power, reliability, safety and other specifications. Our BMS works with several battery configurations providing the flexibility to use battery cells developed and manufactured by other suppliers. We believe we can readily adapt our energy storage packs to incorporate new chemistries as they become available in the future in order to meet changing customer preferences and to reduce the cost of our products.

We also offer 24-volt onboard chargers for our Class 3 Walkie Pallet Packs, and smart “wall mounted” chargers for larger applications. Our smart charging solutions are designed to interface with our BMS and integrate easily into most all major chargers in the market.

New Product Update

During fiscal 2025, we advanced our product portfolio with new designs aimed at addressing customer needs while improving our own manufacturing and service operations, including lowering costs to improve margins. These updates emphasized higher energy capacities to support longer and more demanding shifts, simplified service access and cost efficiencies. Collectively, these improvements were intended to resolve performance challenges in customer applications and strengthen our ability to deliver reliable efficient energy solutions. Looking forward, we plan to continue introducing designs that enhance margins, increase part commonality and improve serviceability.

In fiscal 2025, we introduced the G96, a higher-voltage battery system with greater capacity for intensive applications in the Airline and Aviation industry and improved the developed G80 design that simplifies maintenance and enhances usability for GSE. Beyond hardware, we began developing and showcasing SkyEMS, our energy management solution, marking a significant step in building a more comprehensive energy ecosystem. These initiatives reflect our commitment to ramping up integrated energy solutions by combining advanced hardware with intelligent software. Our focus is on creating a connected platform that optimizes performance, improves serviceability, and expands the long-term value we deliver to customers.

Industry Overview

Historically, lithium-ion battery solutions were unable to compete with lead acid and propane-based solutions in industrial applications on the basis of cost. However, the supply of lithium-ion batteries has rapidly expanded, leading to price declines of eighty-five percent (85%) since 2010 according to BloombergNEF. BloombergNEF also estimates that lithium-ion battery prices, which averaged $1,160 per kilowatt hour in 2010, were $156 per kWh in 2019 and dropped to $115 per kWh in 2024. Our unit costs to source lithium in 2025 did not materially change from 2024. Lithium metal itself represents well less than 5% of the cost of our energy storage solutions.

The sharp decline in the price of lithium-ion batteries has made these energy solutions more cost competitive. Affordability has in turn enabled customers to shift away from lead acid and propane-based solutions for power lift equipment to lithium-ion based solutions with more favorable environmental and performance characteristics. Reducing our cost per kilowatt of energy enables our value proposition to attract increasing customer demand.

Material Handling Equipment

We focus on energy storage solutions for industrial equipment and related industrial applications because we believe they represent large and growing markets that are just beginning to adopt lithium-ion based technology. We apply our scalable, modular designs to natural product extensions in the industrial equipment market. These markets include not only the sale of lithium-ion energy storage solutions for new equipment but also a replacement market for existing lead acid battery packs.

According to Worldwide Industrial Truck Statistics (“WITS”), new lift truck sales reached approximately 2.1 million units worldwide in 2023. Approximately 431,000 units were sold in the Americas, primarily Canada, the United States and Mexico, spread relatively evenly between electric rider (Class 1 and Class 2), motorized hand (Class 3) and internal combustion engine powered lift trucks (Class 4 and Class 5). The International Truck Association (“ITA”) estimates that electric products represented approximately sixty-seven percent (67%) of the North American shipments in 2023, reflecting the long-term trend of increasing mix of electric products versus internal combustion (propane) engines. Driven by growth in global manufacturing, e-commerce and construction, Research and Markets expects that the global lift truck market will grow at a compound annual growth rate of 5.7% from 2024 through 2030.

Customers

Our customers include OEMs, forklift equipment dealers, battery distributors and end users. Our customers vary from small companies to Fortune 500 companies.

During the nine months ended March 31, 2026, we had two major customers that each represented more than 10% of revenues on an individual basis and together represented approximately $24,614,000 or 73% of our total revenues. During the nine months ended March 31, 2025, we had three major customers that each represented more than 10% of revenues on an individual basis and together represented approximately $36,211,000 or 73% of our total revenues. During the year ended June 30, 2025, we had three major customers that each represented more than 10% of our revenues on an individual basis, and together represented approximately $48,288,000 or 73% of our total revenues. During the year ended June 30, 2024, we had three major customers that each represented more than 10% of our revenues on an individual basis, and together represented approximately $47,178,000 or 78% of our total revenues.

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Shift Toward Lithium-ion Battery Technologies

Today’s lithium-ion energy storage solutions offer higher performance, environmental benefits, and lower life cycle costs, and these features are driving an increase in demand for safe and efficient alternatives to lead acid and propane-based power products. The value proposition of lithium-ion energy storage solutions includes a number of factors impacting customer preferences:

Duration of Charge/Run Times: Lithium-based energy storage systems can perform for a longer duration compared to lead acid batteries. Lithium-ion batteries provide up to 50% longer run times than lead acid batteries of comparable capacity, or amps-per-hour rating, allowing equipment to be operated over a long period of time between charges.

High/Sustained Power: Lithium-ion batteries are better suited to deliver high power versus legacy lead acid. For example, a 100Ah lead acid battery will only deliver 80Ah if discharged over a four-hour period. In contrast, a 100Ah lithium-ion system will achieve over 92Ah even during a 30-minute discharge. Additionally, during discharge, the energy storage pack sustains its initial voltage, maximizing the performance of the forklift truck, whereas, lead acid voltages, and hence power, decline over the working shift.

Charging Time: Lead acid batteries are limited to one shift a day, as they discharge for eight hours, need eight hours for charging, and another eight hours for cooling. For multi-shift operations, this typically requires battery changeout for the equipment. Because lithium batteries can be recharged in as little as one hour and do not degrade when subjected to opportunity charging, hence, battery changeout is unnecessary.

Safe Operation: The toxic nature of lead acid batteries presents significant safety and environmental issues in the event of a cell breach. During charging, lead acid batteries emit combustible gases and increase in temperature. Lithium-ion (particularly LFP) batteries do not get as hot and avoid many of the safety and environmental issues associated with lead acid batteries.

Extended Life: The performance of lead acid batteries degrades after approximately 500 charging cycles in industrial equipment applications. In comparison, lithium-ion batteries last up to five times longer in the same application.

Size and Weight: Lithium is about one-third the weight of lead acid for comparable power ratings. Lower weight enables forklift OEMs the ability to optimize the design of the truck based on a smaller footprint for lithium-ion instead of lead acid.

Lower Cost: Lithium-ion energy storage solutions provide power dense solutions with extended cycle life, reduced maintenance and improved operational performance, resulting in lower total cost of ownership.

Less Energy Used: we believe our lithium-ion energy storage solutions use 20-50% less energy based on our internal studies comparing lithium-ion to lead acid.

Marketing and Sales

We sell our products through several different channels including OEMs, lift equipment dealers and battery distributors as well as directly to end users. In the industrial motive market, OEMs sell their lift products through dealer networks and directly to end customers. Because of environmental issues associated with lead acid batteries and to preserve customer choice, industrial lift products are typically sold without a battery pack or an energy storage solution. Equipment dealers source battery packs from battery distributors and battery pack suppliers based on demand or in response to customer specifications. End customers may specify a specific type and manufacturer of battery pack to the equipment dealer or may purchase battery packs from battery distributors or directly from battery suppliers.

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Our direct sales staff cover major geographies throughout North America and collaborate with our sales partners who have an established customer base. We plan to hire additional sales staff to support our expected sales growth. In addition, we have developed a nationwide sales network of relationships with equipment OEMs, their dealers, and battery distributors. To support our products, we have a nationwide network of service providers, typically forklift equipment dealers and battery distributors, who provide local customer service to large customers. We also maintain a customer support center and provide Tech Bulletins and training to our service and sales network out of our corporate headquarters. We have partnered with an experienced GSE distributor to market our lithium-ion energy storage solutions for airport GSE.

Manufacturing and Assembly

Rather than manufacture our own battery cells, our battery cells are currently sourced from one manufacturer located in China. We source the remainder of the components primarily from numerous vendors in the United States. We developed our BMS to be agnostic to a battery’s lithium-ion chemistry and cell manufacturer. Despite such flexibility, we have experienced occasional supply interruptions in the past, and more recently, we have been forced to navigate supply chain and transportation issues stemming from the global pandemic. We have made great strides in sourcing alternate suppliers and parts to minimize future global supply chain disruptions. We are continuing to monitor and test potential new battery cell technologies on an ongoing basis to help mitigate our supply chain risks. Using Lean Manufacturing principles, our final assembly, testing and shipping of our energy storage solutions are completed within our ISO 9001 certified facility in Vista, California, which includes six assembly lines.

We buy chargers from several sources, including a U.S. based supplier. Additionally, we are a qualified dealer for a well-known manufacturer of “high capacity, modular, smart chargers” which support our larger packs.

Research and Development

Our engineers design, develop, test, and service our advanced lithium-ion energy storage solutions at our company headquarters in Vista, California. We believe our strengths include our core competencies and capabilities in designing and developing proprietary technology for our BMS, lean manufacturing processes, systems engineering, engineering application, and software engineering for both energy storage solutions and telemetry. We believe that our ability to develop new features and technology for our BMS is essential to our growth strategy.

As we continue to develop and expand our product offerings, we anticipate that research and development will continue to be a substantial part of our strategic priorities in the future. We seek to develop innovative, new and improved products for cell and system management along with associated communication, display, current sensing and charging tools. Our research and development efforts are focused on improving performance, reliability and durability of our energy storage solutions for our customers and on lowering our costs of production.

Competition

Our competitors in the lift equipment market in years past have been primarily major lead acid battery manufacturers, including Stryten Energy, East Penn Manufacturing Company, EnerSys Corporation, and Crown Battery Corporation. However, more recently our potential customer base has become increasingly aware of the performance, lifetime cost, and environmental advantages of lithium-ion solutions. At the same time, our competitor base offering lithium-ion solutions has grown from a number of early-stage businesses and now includes several larger companies. The increasing market activity reflects the double-digit sales growth of lithium-ion based solutions. The sales channel includes. equipment dealers, OEMs and battery distributors.

The key competitive factors in this market are performance, reliability, durability, safety and price. We believe we compete effectively in all of these categories in light of our experience with lithium-ion technology, including our development capabilities and the performance of our proprietary BMS. We believe having the UL Listing covering our core products gives us a significant differentiating competitive advantage. In addition, because our BMS is not reliant on any specific battery cell chemistry, we believe we can adapt rapidly to changes in advanced battery technology or customer preferences.

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Intellectual Property

Our success depends, at least in part, on our ability to protect our core technology and intellectual property. To accomplish this, we rely on a combination of patents, patent applications pending, trade secrets, including know-how, employee and third-party nondisclosure agreements, copyright laws, trademarks, intellectual property licenses and other contractual rights to establish and protect our proprietary rights in our technology. In addition to such factors as innovation, technological expertise and experienced personnel, we believe that a strong patent position is important to remain competitive.

As of ~~June~~March 3031, ~~2025~~2026, we have ~~two~~three issued U.S. patents ~~and one U.S. patent pending~~ pertaining to advanced technology related to lithium-ion energy storage solutions. The technology behind these three patents is designed to:

	●	increase battery life by optimizing the charging cycle;

	●	give users a better understanding of the health of their battery in use; and

	●	apply artificial intelligence to predictively balance the cells for optimal performance.

We do not know whether any of our efforts will result in the issuance of patents or whether the examination process will require us to narrow our claims. Even if granted, there can be no assurance that these pending patent applications will provide us with protection.

We have obtained U.S. federal trademark registrations for Flux, Flux Power, Flux Power logo and Lift. We have pending applications to register SkyBMS and SkyEMS. We also believe that we have common law trademark rights to certain marks in addition to those which we have registered.

Suppliers

The Company obtains components and supplies included in its products from a group of suppliers. We do not manufacture the battery cells used in our energy storage solutions. Our battery cells, which are an integral part of our energy storage solutions, are sourced from a single manufacturer located in China. In response to business uncertainties resulting from tariffs and increased tariff levels imposed by the U.S. government on goods imported into the U.S., as discussed in the previous risk factor, we temporarily paused imports from our supplier in China. The pause was short-lived as both parties quickly agreed to modified terms. At this time, neither the pause in shipments nor the modified terms have materially affected the Company’s operations. However, further escalation of tariffs between the U.S. and China could have a material effect on our ability to cost-effectively source from our supplier in China.

During the nine months ended March 31, 2026, we had one supplier that accounted for more than 10% of total purchases on an individual basis and represented approximately $6,963,000 or 23% of our total purchases. During the nine months ended March 31, 2025, we had one supplier that accounted for more than 10% of total purchases on an individual basis and represented approximately $12,931,000 or 30% of our total purchases. During the year ended June 30, 2025, we had one supplier who accounted for more than 10% of our total purchases, which represented ~~approximately~~ approximately $15,902,000 or 28% of our total purchases. During the year ended June 30, 2024, we had one supplier who accounted for more than 10% of our total purchases, which represented approximately $12,437,000 or 27% of our total purchases.

Government Regulations

Product Safety Regulations. Our products are subject to product safety regulations by Federal, state, and local organizations. Accordingly, we may be required, or may voluntarily determine, to obtain approval of our products from one or more of the organizations engaged in regulating product safety. These approvals could require significant time and resources from our technical staff and, if redesign were necessary, could result in a delay in the introduction of our products in various markets and applications.

Environmental Regulations. Federal, state, and local regulations impose significant environmental requirements on the manufacture, storage, transportation, and disposal of various components of advanced energy storage systems. Although we believe that our operations are in material compliance with current applicable environmental regulations, there can be no assurance that changes in such laws and regulations will not impose costly compliance requirements on us or otherwise subject us to future liabilities.

Moreover, Federal, state, and local governments may enact additional regulations relating to the manufacture, storage, transportation, and disposal of components of advanced energy storage systems. Compliance with such additional regulations could require us to devote significant time and resources and could adversely affect demand for our products. There can be no assurance that additional or modified regulations relating to the manufacture, storage, transportation, and disposal of components of advanced energy systems will not be imposed.

Occupational Safety and Health Regulations. The California Division of Occupational Safety and Health (Cal/OSHA) and other regulatory agencies have jurisdiction over the operations of our Vista, California facility. Because of the risks generally associated with the assembly of advanced energy storage systems we expect rigorous enforcement of applicable health and safety regulations. Frequent audits by, or changes, in the regulations issued by Cal/OSHA, or other regulatory agencies with jurisdiction over our operations, may cause unforeseen delays and require significant time and resources from our technical staff.

Properties

Our corporate headquarters and production facility totals approximately 63,200 square feet and is located in Vista, California. Our production facility is ISO 9001 certified. We lease this property. Rent during the year ended June 30, 2025 was approximately $70,000 per month, and our annual rent will escalate approximately 3% per year through the end of the lease term on November 20, 2026. Our east coast customer service facility located in Atlanta, Georgia is approximately 4,900 square feet and monthly rent is approximately $5,000, which will escalate approximately 5% per year through the end of the lease term on April 30, 2028. Total rent expense, including our portion of common area maintenance and other costs allocated between tenants, was approximately $~~929~~679,000 and $697,000 for the nine months ended March 31, 2026 and 2025, respectively. Total rent expense was approximately $929,000 and $942,000 for the fiscal years ended June 30, 2025 and 2024, respectively.

We believe that our leased property is in good condition and suitable for the conduct of our business.

Legal Proceedings

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties and an adverse result in any legal proceedings that may arise from time to time may harm our business. To the best of our knowledge, except for the legal proceedings disclosed below, there are no other material legal proceedings pending against us.

Securities Class Action

On November 1, 2024, plaintiff Asfa Kassam filed a ~~purported~~ federal securities class action complaint in the United States District Court, ~~District~~ District of Nevada, captioned Kassam v. Flux Power Holdings, Inc. et al. (Case No. 2:24-cv-02051), against the Defendants. The complaint ~~generally~~ generally alleges that the Defendants made false and misleading statements in violation of Sections 10(b) and 20(a) of the Securities ~~Exchange~~ Exchange Act of 1934, and Rule 10b-5 promulgated thereunder. The action purports to be brought on behalf of those who purchased or otherwise ~~acquired~~ acquired the Company’s publicly traded securities between November 11, 2022 and September 30, 2024, and seeks unspecified damages and other relief. On January 14, 2025, the court granted an unopposed motion to transfer the case to the Southern District of California for all further proceedings (Case No. 3:25-cv-00113-JO-DDL). On February 20, 2025, the court appointed Brandon Paulson to act as lead ~~plaintiff~~ plaintiff for the putative class. On April 21, 2025, lead plaintiff filed an amended complaint. On May 12, 2025, the Defendants filed motions to dismiss the amended complaint.

Following a mediation, on July 11, 2025, the parties entered into the Term Sheet to fully resolve the class action litigation. The settlement was subsequently memorialized in a definitive settlement agreement, executed on August 27, 2025, which was filed with the Court on August 28, 2025 in connection with an unopposed motion for preliminary approval of the settlement, which motion will be heard by the Court on October 23, 2025. In settling the class action, the Company is not admitting any liability and neither the Term Sheet nor the definitive settlement agreement constitutes an admission of liability or an admission regarding the accuracy of any allegation made by the plaintiffs. The settlement provides for, among other things, the final dismissal of the litigation and a release of claims against the Defendants in exchange for the Company establishing a $1.75 million escrowed settlement fund to cover payments to the settlement class, attorneys’ fees and settlement administration expenses.69

~~The~~Following ~~settlement~~a ~~class~~mediation, ~~will~~on ~~consist~~July of11, ~~all~~2025, ~~persons~~the orparties ~~entities~~entered ~~who~~into ~~purchased~~the ~~publicly~~Term ~~traded~~Sheet ~~Common~~to ~~Stock~~fully ofresolve the ~~Company~~class ~~between~~action ~~November~~litigation. ~~15,~~The settlement was ~~2021~~subsequently ~~and~~memorialized ~~February~~in 14a definitive settlement agreement, executed on August 27, 2025, ~~but~~which ~~will~~was ~~exclude~~filed ~~(i)~~with ~~persons~~the ~~who~~Court ~~suffered~~on noAugust 28, ~~compensable~~2025 ~~losses;~~in ~~and~~connection ~~(ii)~~with ~~the~~an ~~Defendants;~~unopposed ~~present~~motion ~~and~~for ~~former officers,~~preliminary ~~directors,~~approval orof ~~control~~the ~~persons~~settlement. ofOn October 23, 2025, the ~~Company~~Court atheld ~~all~~a ~~relevant~~preliminary hearing ~~times;~~on ~~members~~plaintiff’s ofmotion, ~~their~~but ~~immediate~~continued ~~families~~the ~~and~~hearing ~~their~~until ~~legal~~December ~~representatives~~4, ~~heirs,~~ ~~successors~~2025, ~~predecessors,~~pending orcertain ~~assigns;~~supplemental ~~present~~submissions ~~and~~by ~~former~~the parties. ~~parents,~~Following ~~subsidiaries~~the December 4, ~~assigns~~2025 hearing, ~~successors~~on December 10, ~~and~~2025 ~~predecessors~~the ofCourt issued an order preliminarily approving the ~~Company;~~settlement and ~~any~~setting ~~entity~~a infinal ~~which~~approval ~~any~~hearing offor ~~the~~April ~~persons~~2, ~~excluded~~2026. ~~hereunder~~On ~~has~~April or7, ~~had~~2026, athe ~~controlling~~Court orissued ~~majority~~its ~~ownership~~Order ~~interest~~and inFinal ~~the~~Judgement ~~Company~~affirming its atpreliminary ~~any~~order ~~time.~~and ~~The~~approving ~~plaintiff’s~~the ~~motion~~proposed ~~seeks~~plan ~~certification~~ of ~~the~~allocation ~~settlement~~as ~~class,~~fair and, ~~for~~reasonable. ~~settlement~~The ~~purposes~~Court ~~only,~~entered ~~Defendants~~its judgement and dismissed ~~will~~all ~~not~~claims ~~object~~with toprejudice. ~~certification~~Separately ofon April 7, 2026, the ~~action~~Court asentered aits ~~class~~order ~~action~~awarding attorneys’ fees and reimbursement to plaintiff’s counsel.

50The settlement provides for, among other things, the final dismissal of the litigation and a release of claims against the Defendants in exchange for the Company establishing a $1.75 million escrowed settlement fund to cover payments to the settlement class, attorneys’ fees and settlement administration expenses. Our liability insurers directly funded the full $1.75 million settlement amount, which was released from the escrowed settlement fund pursuant to the Order and Final Judgement.

~~Final~~The settlement isclass ~~subject~~consists toof all persons or entities who purchased publicly traded common stock of the Company between November 15, ~~among~~2021 and ~~other~~February ~~things~~14, ~~court~~2025, ~~approval~~but ofexcludes ~~such~~(i) ~~agreement.~~persons Ifwho suffered no compensable losses; and (ii) the ~~settlement~~Defendants; ~~does~~present ~~not~~and ~~obtain~~former ~~approval~~officers, directors, or control persons of the ~~parties~~Company at all relevant times; members of their immediate families and their legal representatives, ~~agree~~heirs, ~~that~~successors, ~~the~~predecessors, ~~settlement~~or ~~class~~assigns; ~~will~~present beand ~~decertified~~former ~~without~~parents, ~~prejudice~~subsidiaries, assigns, successors, and ~~that~~predecessors ~~all~~of the ~~parties~~Company; and ~~will~~any ~~revert~~entity toin ~~their~~which ~~pre-~~any of the persons excluded hereunder has or had a controlling or majority ownership interest in the Company at any time. The plaintiff’s motion sought certification of the settlement ~~positions~~class, and, for settlement purposes only, Defendants did not object to certification of the action as a class action.

WeIn ~~expect~~settling the ~~Company’s~~class ~~liability~~action, ~~insurers~~the toCompany ~~directly~~is ~~fund~~not ~~approximately~~admitting ~~$1.15~~any ~~million~~liability ofand neither the ~~settlement~~Term ~~fund.~~Sheet ~~The~~nor ~~Company~~the ~~estimates~~definitive settlement agreement ~~that~~constitutes itan ~~will~~admission ~~contribute~~of ~~approximately~~liability ~~$600,000~~or toan ~~the~~admission ~~settlement~~regarding ~~fund~~the asaccuracy ~~its~~of ~~remaining~~any ~~retention/deductible~~allegation ~~related~~made toby ~~its~~the ~~insurance policy~~plaintiffs.

Stockholder Derivative Action

On January 7, 2025, plaintiff Ronald Pearl filed a ~~purported~~ stockholder derivative complaint in the United States District Court, District of Nevada, captioned Pearl v. Dutt, et al. (Case No. 2:25-cv-00042), against current and former officers and directors of the Company, naming the Company as a nominal defendant. The complaint generally arises out of the same allegations contained in the Kassam securities class action and alleges claims for breach of fiduciary duties and related claims. The action purports to be brought derivatively on behalf of the Company and seeks damages and other various relief. On February 19, 2025, the court granted an unopposed motion to transfer the case to the Southern District of California for all further proceedings (Case No. 3:25-cv-00373-W-JLB). On March 27, 2025, the parties ~~filed~~ filed a joint motion to stay the derivative action pending the underlying class action, which motion was granted on May 1, 2025. On April 1, 2025, the Court transferred the matter to Judge Ohta, as related to the Kassam securities class action (now captioned Case No. 3:25-cv-00373-JO-DDL).

Following a mediation, on July 11, 2025 the parties reached an agreement to resolve the derivative complaint in exchange for the Company implementing and maintaining certain corporate governance reforms and enhancements. In connection with the settlement, defendants agreed not to oppose a payment of attorneys’ fees and reimbursement of expenses for plaintiff’s counsel, and a service award for plaintiff in the total amount of $425,000, subject to Court approval. On August 13, 2025, plaintiff filed an unopposed motion for preliminary approval of the settlement,. ~~which~~On ~~will~~October be23, ~~heard~~2025, by the Court held a preliminary hearing on ~~October~~plaintiff’s 23motion, ~~2025.~~but Incontinued ~~settling~~ the ~~derivative~~hearing ~~complaint~~until December 4, ~~the~~2025, ~~defendants~~pending ~~are~~certain ~~not admitting~~supplemental ~~any~~submissions ~~liability,~~by ~~and~~the parties. Following the ~~settlement~~December ~~does~~4, ~~not~~2025 ~~constitute~~hearing, anon ~~admission~~December ~~regarding~~10, 2025 the ~~accuracy~~Court ofissued ~~any~~an ~~allegation~~order ~~made~~preliminarily byapproving the ~~plaintiffs. Final~~ settlement ~~remains~~and ~~subject~~setting ~~to,~~a ~~among~~final ~~other~~approval ~~things,~~hearing ~~court~~for ~~approval~~April 2, 2026. WeOn ~~expect~~April 7, 2026, the ~~Company’s~~Court ~~liability~~issued ~~insurers~~its toOrder ~~directly fund~~and ~~approximately~~Final ~~$350,000~~Judgement ofaffirming ~~the~~its ~~agreed~~preliminary ~~upon~~order ~~attorneys’~~and ~~fees~~thereby dismissed all claims with prejudice.

In settling the derivative complaint, the defendants are not admitting any liability, and the settlement does not constitute an admission regarding the accuracy of any allegation made by the plaintiffs. The Company’s liability insurers directly funded approximately $187,000 of the agreed upon attorneys’ fees. The Company contributed approximately $238,000 of the agreed upon attorneys’ fees as its remaining retention/deductible related to its insurance policy.

Employment Related Actions

On April 30, 2024, a former employee (the “Employee”) filed a class action complaint against us and Insperity, our third-party payroll service provider, in San Diego County Superior Court for claims including failure to pay minimum wage, failure to pay overtime, failure to provide meal periods, failure to provide rest breaks, failure to pay wages at separation, failure to provide accurate wage statements, failure to reimburse business expenses, failure to produce employment records and unfair competition, which he has purported to assert on behalf of himself and all other individuals who worked for the Company or Insperity, as non-exempt employees in California between April 30, 2020 and the present (the “Employment Proceeding”). On July 1, 2024, we filed an answer to the complaint that none of the asserted claims possessed any merit, contended that many of the asserted claims were subject to immediate dismissal, and contended that certain of the asserted claims were subject to binding arbitration. ~~On October 14, 2024, the Employee elected to dismiss Insperity from the action without prejudice.~~

On July 5, 2024, the Employee filed a representative action complaint against us and Insperity in San Diego County Superior Court for Violation of Private Attorneys’ General Act (“PAGA”), seeking an unspecified amount of penalties and attorneys’ fees based on allegations that we violated certain California employment laws (the “PAGA Proceeding”). On August 8, 2024, we filed an answer to the complaint in which we denied that any of the asserted claims possessed any merit and contended that certain of the asserted claims were subject to binding arbitration. On October 14, 2024, the Employee elected to dismiss Insperity from the action without prejudice.

On December 10, 2024, we and the Employee stipulated to the consolidation of Employment Lawsuit and the PAGA Action. As of the date hereof, both proceedings are currently pending consolidation by the court. Upon consolidation, we intend to move to have the Employee’s action claims dismissed, the Employee’s individual claims compelled to binding arbitration and the Employee’s representative PAGA claims stayed pending the arbitration of his individual claims. On October 22, 2024, the Employee elected to dismiss Insperity from the action without prejudice.

OnThe ~~January~~plaintiff’s ~~25,~~Class ~~2024,~~Action inlawsuit aand ~~separate~~Plaintiff’s ~~action,~~PAGA alawsuit ~~former~~have ~~CPM,~~now ~~LTD~~been ~~Inc.~~consolidated ~~(“CPM”)~~by ~~employee~~the ~~filed~~Court. aPlaintiff ~~complaint~~has ~~against CPM, a third-party~~refused ~~staffing~~to ~~service~~dismiss ~~provider,~~his ~~Flux~~Class ~~Power,~~Action ~~Inc.,~~claims ~~and~~or ~~Flux~~submit ~~Power~~his ~~Holdings,~~individual ~~Inc. (collectively~~claims, ~~the~~including ~~“Employment~~his ~~Proceeding~~individual ~~Defendants”) in~~PAGA ~~San Diego County Superior Court for~~ claims ~~including harassment~~, ~~failure~~ to ~~prevent~~binding ~~harassment,~~arbitration. ~~retaliation~~Accordingly, ~~wrongful termination,~~ ~~failure~~at tothe ~~provide~~January ~~meal periods and rest breaks~~24, ~~failure~~2025 toCase ~~provide~~Management ~~accurate~~Conference ~~wage~~in ~~statements~~this matter, ~~and~~the ~~failure~~Court toauthorized ~~pay wages at separation. CPM is a San Diego based staffing company that provided employees (including~~ the ~~plaintiff)~~Company to ~~us.~~proceed ~~The~~with ~~plaintiff has alleged that we and CPM were “joint employers” to~~ the ~~plaintiff~~filing ~~under California law and are jointly liable for the plaintiff’s claims. The plaintiff sought an unspecified amount~~ of ~~unpaid~~a ~~wages, statutory penalties, emotional distress damages, punitive damages, and attorneys’~~Motion ~~fees~~to ~~from~~Compel ~~the Employment Proceeding Defendants~~Arbitration. OnThe ~~June~~Motion ~~21, 2024, we filed an answer~~ to ~~the~~Compel ~~complaint~~Arbitration inwas ~~which~~granted ~~we denied that any of the asserted claims possessed any merit~~ and ~~contended~~arbitration ~~that~~was ~~certain~~scheduled offor ~~the~~March ~~asserted claims were subject to binding arbitration. Following discussions~~26, on2026 ~~April~~wherein ~~28, 2025,~~ the parties agreed ~~entered~~to ~~into~~ a ~~written~~ settlement ~~agreement that resolved all~~ of ~~the asserted claims. Pursuant to that settlement~~$164, ~~the Employment Proceeding Defendants received a general release from the plaintiff, while expressly denying any wrongdoing whatsoever~~000. ~~Thereafter, on May 6, 2025, the plaintiff dismissed the action with prejudice.~~

Human Capital Resources

As of ~~June~~March 3031, ~~2025~~2026 and ~~September~~June 30, 2025, we had ~~101~~70 and 87101 employees, respectively. We engage outside consultants to assist our efforts in business development, operations, finance and other functions from time to time. None of our employees is currently represented by a trade union.

Corporate Office

Other Information

The Company website Internet address is www.fluxpower.com. We make available on our website our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Other than the information expressly set forth in this prospectus, the information contained, or referred to, on our website is not part of this prospectus.

The SEC also maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers, such as us, that file electronically with the SEC.

5271

MANAGEMENT

The following table and text set forth the names and ages of our current directors, executive officers and significant employees as of ~~September~~May 2615, ~~2025~~2026. Our Board of Directors is comprised of only one class. All of the directors will serve until the next annual meeting of stockholders or until their successors are elected and qualified, or until their earlier death, retirement, resignation or removal. There are no family relationships among any of the directors and executive officers. From time to time, our directors have received compensation in the form of cash and equity grant for their services on the Board.

Name	Age	Position
Krishna Vanka(1)	43	Director, Chief Executive Officer and President
Kevin S. Royal	6162	Chief Financial Officer and Secretary
Jeffrey C. Mason(2)	55	Chief Operating Officer
Dale T. Robinette(3) (5)	61	Director
Dale T. Robinette(3) (4)	62	Director
Michael Johnson	7778	Director
Lisa Walters-Hoffert(3) (4)	67	Director
Lisa Walters-Hoffert(3) (5)	67	Director
Mark F. Leposky(3) (6)	6162	Director

(1)	Mr. Vanka was appointed as the Company’s Director, Chief Executive Officer and President, effective March 10, 2025.
(2)	Mr. Mason was promoted from Vice President of Operations to Chief Operating Officer effective August 1, 2025.
(3)	Independent Director.
(4)	Chairman of the Board, Chairperson of the ~~Audit~~Compensation Committee, Member of the ~~Compensation~~Audit Committee and the Nominating and Governance Committee.
(5)	~~Chairman of the Board,~~ Chairperson of the ~~Compensation~~Audit Committee, Member of the ~~Audit~~Compensation Committee and the Nominating and Governance Committee.
(6)	Chairperson of the Nominating and Governance Committee, Member of the Audit Committee and the Compensation Committee.

There are no arrangements or understandings between our directors and executive officers and any other person pursuant to which any director or officer was or is to be selected as a director or officer.

Business Experience

Krishna Vanka, Chief Executive Officer and President and Director. Mr. Vanka was appointed as our Chief Executive Officer and a director effective March 10, 2025. Mr. Vanka has over 18 years of experience in building, scaling, managing and transforming technology companies in sectors including renewable energy, electric vehicle charging, and others. Mr. Vanka has served as SVP & Chief Digital Officer (CEO of Digital Division) at Fluence Energy, Inc. (Nasdaq: FLNC), from August 2022 to January 2024. In this role, he was responsible for the company’s strategic growth, profitability, and operational execution, achieving a 300% increase in Annual Recurring Revenue (ARR) and overseeing a fivefold expansion in Assets Under Management (AUM). He played a key role in integrating product lines of two cloud-based software offerings, Mosaic and Nispera, into a unified platform, driving innovation in Fluence’s software offerings, including Battery Management Systems (BMS), IoT devices, and Core OS. Mosaic was recognized for its state-of-the-art machine learning algorithms and AI-driven capabilities, winning Time magazine’s 2022 Best Innovations award in the software category. Prior to joining FLNC, Mr. Vanka was a founding team member and Chief Product Officer at InCharge Energy from November 2020 to August 2022, where he led product development and technology strategy for EV fleet charging solutions. From April 2018 to November 2020, he was the founder and Chief Executive Officer of MyShoperoo Inc, an enterprise-focused on-demand shopping platform that optimized last-mile delivery efficiency through intelligent aggregation algorithms. Mr. Vanka holds a Bachelor of Applied Science in Computer Engineering from the University of Ottawa and an MBA from Georgia State University. He has also completed executive leadership programs at UC Berkeley, including coursework in Artificial Intelligence for Business Strategies. Based on Mr. Vanka’s executive and management experience, plus his experience with the operations and strategy of the Company, the Company believes Mr. Vanka is qualified to be on the Board.

Kevin S. Royal, Chief Financial Officer and Secretary. Mr. Royal was appointed as our Chief Financial Officer and Secretary effective March 4, 2024. Mr. Royal has over 20 years of experience with publicly traded companies, leading Finance, Accounting, IT, HR, Legal, Investor Relations, and M&A. Since 2023, Mr. Royal has served as a consultant for MCA Financial group. Prior to joining the Company, Mr. Royal served as Executive Vice President and Chief Financial Officer of Zovio Inc. (f/k/a Bridgepoint Education, Inc.) from October 2015 until September 2022. Mr. Royal also previously served as Senior Vice President, Chief Financial Officer, Treasurer and Secretary of Maxwell Technologies, Inc., a developer, manufacturer and marketer of energy storage and power delivery solutions from April 2009 to May 2015. Mr. Royal has held a series of senior finance positions, including appointments as senior vice president and chief financial officer within the semiconductor industry. Mr. Royal has also served as an auditor for 10 years with Ernst & Young LLP, where he became a certified public accountant. Mr. Royal received his Bachelor of Business Administration in Accounting from Harding University and is a Certified Public Accountant in the State of California (inactive).

53Jeffrey C. Mason, Chief Operating Officer. Mr. Mason has served as our Chief Operating Officer since August 2025, our Vice President of Operations from December 2021 to July 2025 and our Director of Manufacturing from January 2021 to December 2021. Prior to joining the Company, Mr. Mason was the plant manager at NEO Tech from March 2017 to January 2021 after being promoted from Director of Operations from December 2013 to March 2017. Mr. Mason has also worked for Sumitomo Electric Interconnect Products, Inc., Radio Design Labs, Inc., and Motorola Inc. during his career. Mr. Mason received his Master of Business Administration in International Business in 2015 and his Bachelor of Business Administration/Management in 2013 from North Central University. Mr. Mason is also Total Productive Maintenance (TPM) Instructor Certified by the Japan Institute of Plant Maintenance, Tokyo, Japan.

~~Jeffrey~~Michael CJohnson, Director. ~~Mason,~~Mr. ~~Chief~~Johnson ~~Operating~~has ~~Officer~~been our director since July 12, 2012. Mr. ~~Mason~~Johnson ~~served~~has asbeen ~~the~~a ~~Director~~director of ~~Manufacturing~~Flux ofPower since it was incorporated. Since 2002, Mr. Johnson has been a director and the ~~Company~~chief ~~from~~executive ~~January~~officer ~~2021~~of toEsenjay ~~December~~Petroleum Corporation (Esenjay ~~2021~~Petroleum), ~~Vice~~a ~~President~~Delaware ofcompany ~~Operations~~located ~~from~~in ~~December~~Corpus ~~2021~~Christi, toTexas, ~~July~~which ~~2025~~is ~~and~~engaged ~~Chief~~in ~~Operating~~the ~~Officer~~business ~~since~~oil ~~August~~exploration ~~2025~~and production. ~~Prior~~Mr. Johnson’s primary responsibility at Esenjay Petroleum is to ~~joining~~manage the ~~Company,~~ business and company as chief executive officer. Mr. ~~Mason~~Johnson is ~~was~~a ~~the~~director ~~plant~~and ~~manager~~beneficial atowner ~~NEO~~of ~~Tech~~Esenjay ~~from~~Investments ~~March~~LLC, ~~2017~~a toDelaware ~~January~~limited ~~2021~~liability ~~after~~company ~~being~~engaged ~~promoted~~in ~~from~~the ~~Director~~business of ~~Operations~~investing ~~from~~in ~~December~~companies, ~~2013~~and toan ~~March~~affiliate ~~2017.~~of ~~Mr.~~the ~~Mason~~Company ~~has~~beneficially ~~also~~owning ~~worked~~approximately ~~for~~26% ~~Sumitomo~~of ~~Electric~~our ~~Interconnect~~outstanding ~~Products~~shares, ~~Inc.,~~including ~~Radio~~common ~~Design~~stock underlying ~~Labs~~options, ~~Inc.,~~ and ~~Motorola~~warrants ~~Inc.~~that ~~during~~were ~~his~~exercisable ~~career.~~or ~~Mr.~~convertible ~~Mason~~or ~~received~~which ~~his~~would ~~Master~~become ofexercisable ~~Business~~or ~~Administration~~convertible inwithin ~~International~~sixty ~~Business~~(60) days. inMr. ~~2015~~Johnson ~~and~~received ~~his~~ a Bachelor of ~~Business~~Science ~~Administration/Management~~degree in ~~2013~~mechanical engineering from ~~North~~the ~~Central~~ University of Southwestern Louisiana. As a result of Mr. ~~Mason~~Johnson’s leadership and business experience, he is ~~also~~an ~~Total~~industry ~~Productive~~expert ~~Maintenance~~in the natural gas exploration industry and ~~(TPM)~~brings ~~Instructor~~a ~~Certified~~wealth byof management and successful company building experience to the ~~Japan~~board. ~~Institute~~Based ofon ~~Plant~~the ~~Maintenance~~foregoing, ~~Tokyo,~~the ~~Japan~~Company believes Mr. Johnson is qualified to be on the Board.

Michael Johnson, Director. Mr. Johnson has been our director since July 12, 2012. Mr. Johnson has been a director of Flux Power since it was incorporated. Since 2002, Mr. Johnson has been a director and the chief executive officer of Esenjay Petroleum Corporation (Esenjay Petroleum), a Delaware company located in Corpus Christi, Texas, which is engaged in the business oil exploration and production. Mr. Johnson’s primary responsibility at Esenjay Petroleum is to manage the business and company as chief executive officer. Mr. Johnson is a director and beneficial owner of Esenjay Investments LLC, a Delaware limited liability company engaged in the business of investing in companies, and an affiliate of the Company beneficially owning approximately 26% of our outstanding shares, including Common Stock underlying options, and warrants that were exercisable or convertible or which would become exercisable or convertible within sixty (60) days. Mr. Johnson received a Bachelor of Science degree in mechanical engineering from the University of Southwestern Louisiana. As a result of Mr. Johnson’s leadership and business experience, he is an industry expert in the natural gas exploration industry and brings a wealth of management and successful company building experience to the board. Based on the foregoing, the Company believes Mr. Johnson is qualified to be on the Board.

Lisa Walters-Hoffert, Director. Ms. Walters-Hoffert was appointed to our Board on June 28, 2019. Ms. Walters-Hoffert was a co-founder of Daré Bioscience, Inc. and following the company’s merger with Cerulean Pharma, Inc. in July of 2017, became Chief Financial Officer of the surviving public company (Nasdaq: DARE) and served in this role until January of 2024. For over twenty-five (25) years, Ms. Walters-Hoffert was an investment banker focused on small-cap public companies in the technology and life science sectors. From 2003 to 2015, Ms. Walters-Hoffert worked at Roth Capital Partners as Managing Director in the Investment Banking Division. Ms. Walters-Hoffert has held various positions in the corporate finance and investment banking divisions of Citicorp Securities in San José, Costa Rica and Oppenheimer & Co, Inc. in New York City, New York. Ms. Walters-Hoffert has served as a member of the Board of Directors of the San Diego Venture Group, as Past Chair of the UCSD Librarian’s Advisory Board, and as Past Chair of the Board of Directors of Planned Parenthood of the Pacific Southwest. Ms. Walters-Hoffert currently serves as a member of the Board of Directors of The Elementary Institute of Science in San Diego. Ms. Walters-Hoffert graduated magna cum laude from Duke University with a B.S. in Management Sciences. As a senior financial executive with over twenty-five years of experience in investment banking and corporate finance and based on Ms. Walters-Hoffert’s expertise in audit, compliance, valuation, equity finance, mergers, and corporate strategy, the Company believes Ms. Walters-Hoffert is qualified to be on the Board.

Dale T. Robinette, Director. Mr. Robinette was appointed to our Board on June 28, 2019 and our Chairman on March 10, 2025. Mr. Robinette previously served as our lead independent director from September 10, 2021 to March 10, 2025. Mr. Robinette has been a CEO Coach and Master Chair since 2013 as an independent contractor to Vistage Worldwide, Inc., an executive coaching company. In addition, since 2013 Mr. Robinette has been providing business consulting related to top-line growth and bottom-line improvement through his company EPIQ Development. From 2013 to 2019, Mr. Robinette was the Founder and CEO of EPIQ Space, a marketing website for the satellite industry, a member-based community of suppliers promoting their offerings. Mr. Robinette was with Peregrine Semiconductor, Inc., a manufacturer of high-performance RF CMOS integrated circuits, from 2007 to 2013 in two roles as a Director of Worldwide Sales as well as the Director of the High Reliability Business Unit. Mr. Robinette started his career from 1991 to 2007 at Tyco Electronics Ltd. (known today as TE Connectivity Ltd.), a passive electronics manufacturer, in various sales, sales leadership and product development leadership roles. Mr. Robinette received a Bachelor of Science degree in Business Administration, Marketing from San Diego State University. Based on the above qualifications, the Company believes Mr. Robinette is qualified to be on the Board.73

54Dale T. Robinette, Director. Mr. Robinette was appointed to our Board on June 28, 2019 and our Chairman on March 10, 2025. Mr. Robinette previously served as our lead independent director from September 10, 2021 to March 10, 2025. Mr. Robinette has been a CEO Coach and Master Chair since 2013 as an independent contractor to Vistage Worldwide, Inc., an executive coaching company. In addition, since 2013 Mr. Robinette has been providing business consulting related to top-line growth and bottom-line improvement through his company EPIQ Development. From 2013 to 2019, Mr. Robinette was the Founder and CEO of EPIQ Space, a marketing website for the satellite industry, a member-based community of suppliers promoting their offerings. Mr. Robinette was with Peregrine Semiconductor, Inc., a manufacturer of high-performance RF CMOS integrated circuits, from 2007 to 2013 in two roles as a Director of Worldwide Sales as well as the Director of the High Reliability Business Unit. Mr. Robinette started his career from 1991 to 2007 at Tyco Electronics Ltd. (known today as TE Connectivity Ltd.), a passive electronics manufacturer, in various sales, sales leadership and product development leadership roles. Mr. Robinette received a Bachelor of Science degree in Business Administration, Marketing from San Diego State University. Based on Mr. Robinette’s executive and management experience, plus his experience building companies, the Company believes Mr. Robinette is qualified to be on the Board.

Mark F. Leposky, Director. Mr. Leposky was elected to our Board on April 18, 2024. Mr. Leposky has over 30 years of executive experience in operations, engineering, supply chain, product and commercial roles. Mr. Leposky is currently the Executive Vice President and Chief Supply Chain Officer at Topgolf Callaway Brands and has led the company’s supply chain, engineering, and operations organization among other responsibilities since 2012. From 2018 to 2022, he also served as the EVP of Global Operations, Accessories and Licensing, and previously served as Senior Vice Present of Global Operations, Accessories and Licensing from 2012 and 2018 for Topgolf Callaway Brands. Prior to joining Topgolf Callaway Brands, Mr. Leposky was the Co-Founder, President and Chief Executive Officer of Gathering Storm dba Tmax Gear from 2005 to 2011, Chief Supply Chain Officer at Fisher Scientific International from 2004 to 2005 and Chief Operations Officer at TaylorMade Adidas Golf from 2002 to 2004, and has held executive roles at The Coca-Cola Company and United Parcel Service. Mr. Leposky holds a Bachelor of Sciences degree in Industrial Technology from Southern Illinois University, and an MBA from the Keller Graduate School of Management. In addition, Mr. Leposky is also a 16-year infantry veteran of the US Army and Army National Guard, and an avid golfer. Based on the above qualifications, the Board believes ~~the~~ Mr. Leposky’s extensive executive experience within the ~~consumer~~ consumer product and service industry qualifies Mr. Leposky to serve on the Board.

Management Transition

On March 10, 2025, Mr. Dutt, our former chairman and Chief Executive Officer, notified the Company’s Board of his decision to retire and resign from his position as director, Chairman of the Board, Chief Executive Officer and President of the Company and its wholly owned subsidiary, Flux Power effective March 10, 2025. Mr. Dutt’s stepping down iswas for personal reasons and not due to any disagreement with the Company’s management team or the Company’s Board on any matter relating to the operations, policies or practices of the Company or any issues regarding the Company’s accounting policies or practices.

In connection with Mr. Dutt’s retirement, the Board appointed Mr. Robinette as the new Chairman of the Board, effective March 10, 2025. Mr. Robinette also currently serves as an independent director, chairperson of the Compensation Committee, and a member of both the Audit Committee and the Nominating and Governance Committee. In addition, the Board appointed Mr. Vanka as director, Chief Executive Officer and President of the Company and Flux Power, effective March 10, 2025.

Involvement in Certain Legal Proceedings

To the best of our knowledge, during the past ten years, none of our directors or executive officers were involved in any of the following: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

Board Leadership Structure and Role in Risk Oversight

Our Board of Directors (“Board”) recognizes that one of its key responsibilities is to evaluate and determine its optimal leadership structure to provide independent oversight of management. Our Board is currently led by a Chairman of the Board who also serves as our Chief Executive Officer. The Board understands that the right Board leadership structure may vary depending on the circumstances, and our independent directors periodically assess these roles and the Board leadership to ensure the leadership structure best serves the interests of the Company and stockholders.

On September 10, 2021, the Board adopted the Lead Independent Director Guidelines (“Guidelines”). The Guidelines provide that when the positions of Chief Executive Officer and Chairman of the Board are combined or the Chairman is not an independent director, the independent directors will appoint a lead independent director to serve with the authority and responsibility described in such Guidelines, and as the Board and/or the independent directors may determine from time to time. The Guidelines are available on our website at www.fluxpower.com. The responsibilities of the Lead Independent Director, if required under the Guidelines, include, among others: (i) serving as primary intermediary between non-employee directors and management; (ii) working with the Chairman of the Board to approve the agenda and meeting schedules for the Board; (iii) working with the Chairman of the Board as to the quality, quantity and timeliness of the information provided to directors; (iv) in consultation with the Nominating and Governance Committee, reviewing and reporting on the results of the Board and Committee performance self-evaluations; (v) calling additional meetings of independent directors; and (vi) serving as liaison for consultation and communication with stockholders.

Prior to March 10, 2025, Mr. Dutt, previously held the Chairman and Chief Executive Officer roles, and Mr. Robinette previously served as the Lead Independent Director elected by the majority of the Board on September 10, 2021.

On March 10, 2025, Mr. Dutt, our former chairman and Chief Executive Officer, notified the Company’s Board of his decision to retire and resign from his position as director, Chairman of the Board, Chief Executive Officer and President of the Company and its wholly owned subsidiary, Flux Power, effective March 10, 2025. Mr. Dutt’s stepping down is for personal reasons and not due to any disagreement with the Company’s management team or the Company’s Board on any matter relating to the operations, policies or practices of the Company or any issues regarding the Company’s accounting policies or practices.

In light of the anticipated transition, the Nominating and Governance Committee of the Board determined that it would be in the best interest of the Company and its stockholders if the position of Chairman of the Board was held by a non-executive member of the Board on a going forward basis. Accordingly, upon Mr. Dutt’s retirement on March 10, 2025, the Board appointed Mr. Dale T. Robinette as the new Chairman of the Board, effective March 10, 2025. Since Mr. Robinette is an independent director, we do not and will not have a Lead Independent Director until required to have one under our Independent Director Guidelines.

Mr. Robinette possesses understanding and knowledge of the business and affairs of the Company and has the ability to devote a substantial amount of time to serve as our Chairman. The Board believes the appointment of a strong independent director as Chairman and the use of regular executive sessions of the non-management directors, along with a majority of the Board being composed of independent directors, allow itthe Board to maintain effective oversight of management.

In addition, our Board as a whole has responsibility for risk oversight. Our Board exercises this risk oversight responsibility directly and through its committees. The risk oversight responsibility of our Board and its committees is informed by reports from our management teams to provide visibility to our Board about the identification, assessment and management of key risks, and our management’s risk mitigation strategies. Our Board has primary responsibility for evaluating strategic and operational risk, including related to significant transactions. Our audit committee has primary responsibility for overseeing our major financial and accounting risk exposures, and, among other things, discusses guidelines and policies with respect to assessing and managing risk with management and our independent auditor. Our compensation committee has responsibility for evaluating risks arising from our compensation and people policies and practices. Our nominating and corporate governance committee has responsibility for evaluating risks relating to our corporate governance practices. Our committees and management provide reports to our Board on these matters.

In its governance role, and particularly in exercising its duty of care and diligence, our Board is responsible for ensuring that appropriate risk management policies and procedures are in place to protect the Company’s assets and business. Our Board has broad and ultimate oversight responsibility for our risk management processes and programs and executive management is responsible for the day-to-day evaluation and management of risks to the Company.

Board Composition, Committees and Independence

Under the rules of Nasdaq, “independent” directors must make up a majority of a listed company’s Board of Directors. In addition, applicable Nasdaq rules require that, subject to specified exceptions, each member of a listed company’s audit and compensation committees be independent within the meaning of the applicable Nasdaq rules. Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act.

Our Board has undertaken a review of the independence of each director and considered whether any director has a material relationship with us that could compromise the director’s ability to exercise independent judgment in carrying out his or her responsibilities. As a result of this review, our Board determined that Ms. Walters-Hoffert, and Messrs. Robinette and Leposky are independent directors as defined in the listing standards of Nasdaq and SEC rules and regulations. A majority of our directors are independent, as required under applicable Nasdaq rules. As required under applicable Nasdaq rules, our independent directors ~~will~~ meet in regularly scheduled executive ~~sessions~~ sessions at which only independent directors are present.

Board Committees

Our Board has established an Audit Committee, a Compensation Committee, and a Nominating and Governance Committee. The composition and responsibilities of each of the committees is described below. Our Board has determined that each member of the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee meets the applicable rules and regulations regarding “independence” and also that each member of our Audit Committee, the Compensation Committee, and the Nominating and Governance Committee is free of any relationship that would interfere with his or her individual exercise of independent judgment with regard to the Company.

Audit Committee

The Audit Committee of the Board of Directors currently consists of three independent directors of which at least one, the Chairperson of the Audit Committee,. Ms. Walters-Hoffert, qualifies as aan ~~qualified~~audit committee financial expert aswithin ~~defined in Item 407(d)(5)(ii) of Regulation S-K. Ms. Walters-Hoffert is~~ the ~~Chairperson~~meaning of ~~the~~SEC ~~Audit Committee and financial expert~~regulations. Messrs. Robinette and Leposky ~~are~~serve ~~the~~as ~~other directors who are~~ members of the Audit Committee. The Audit Committee’s duties are to recommend to our Board of Directors the engagement of the independent registered public accounting firm to audit our consolidated financial statements and to review our accounting and auditing principles. The Audit Committee reviews the scope, timing and fees for the annual audit and the results of audit examinations performed by any internal auditors and independent public accountants, including their recommendations to improve the system of accounting and internal controls. The Audit Committee will at all times be composed exclusively of directors who are, in the opinion of our Board of Directors, free from any relationship that would interfere with the exercise of independent judgment as a committee member and who possess an understanding of consolidated financial statements and generally accepted accounting principles. Our Audit Committee operates under a written charter, which is available on our website at www.fluxpower.com.

Compensation Committee

The Compensation Committee currently consists of three independent directors. The Compensation Committee establishes our executive compensation policy, determines the salary and bonuses of our executive officers and recommends to the Board stock option grants or other incentive equity awards for our executive officers. Mr. Robinette is the Chairperson of the Compensation Committee, and Ms. Walters-Hoffert and Mr. Leposky are members of the Compensation Committee. Each of the members of our Compensation Committee are independent under Nasdaq’s independence standards for compensation committee members. Our chief executive officer often makes recommendations to the Compensation Committee and the Board concerning compensation of other executive officers. The Compensation Committee seeks input on certain compensation policies from the chief executive officer. Our Compensation Committee operates under a written charter, which is available on our website at www.fluxpower.com.

Nominating and Governance Committee

The Nominating and Governance Committee currently consists of three independent directors. The Nominating and Governance Committee is responsible for matters relating to the corporate governance of our Company and the nomination of members of the Board and committees of the Board. Mr. Leposky is the Chairperson of the Nominating and Governance Committee. Ms. Walters-Hoffert and Mr. Robinette are members of the Nominating and Governance Committee. Each of the members of our Nominating and Governance Committee is independent under Nasdaq’s independence standards. The Nominating and Governance Committee operates under a written charter, which is available on our website at www.fluxpower.com.

We seek directors with established strong professional reputations and experience in areas relevant to the strategy and operations of our business. We seek directors who possess the qualities of integrity and candor, who have strong analytical skills and who are willing to engage management and each other in a constructive and collaborative fashion. We also seek directors who have the ability and commitment to devote significant time and energy to serve on the Board and its committees. We believe that all of our directors meet the foregoing qualifications. We do not have a formal policy with respect to diversity.

Code of Business Conduct and Ethics

Our Board has adopted a Code of Business Conduct and Ethics (the “Code”) that applies to all of our directors, officers, and employees. Any waivers of any provision of this Code for our directors or officers may be granted only by the Board or a committee appointed by the Board. Any waivers of any provisions of this Code for an employee or a representative may be granted only by our chief executive officer or principal accounting officer. We have filed a copy of the Code with the SEC and have made it available on our website at https://www.fluxpower.com/corporate-governance. In addition, we will provide any person, without charge, a copy of this Code. Requests for a copy of the Code may be made by writing to the Company at is c/o Flux Power Holdings, Inc., 2685 S. Melrose Drive, Vista, California 92081.

Indemnification Agreements

We execute a standard form of indemnification agreement (“Indemnification Agreement”) with each of our Board members and executive officers (each, an “Indemnitee”).

Pursuant to and subject to the terms, conditions and limitations set forth in the Indemnification Agreement, we agreed to indemnify each Indemnitee, against any and all expenses incurred in connection with the Indemnitee’s service as our officer, director and or agent, or is or was serving at our request as a director, officer, employee, agent or advisor of another corporation, partnership, joint venture, trust, limited liability company, or other entity or enterprise but only if the Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to our best interest, and in the case of a criminal proceeding, had no reasonable cause to believe that his conduct was unlawful. In addition, the indemnification provided in the indemnification agreement is applicable whether or not negligence or gross negligence of the Indemnitee is alleged or proven. Additionally, the Indemnification Agreement establishes processes and procedures for indemnification claims, advancement of expenses and costs and contribution obligations.

Insider Trading Policy and Rule 10b5-1 Trading Programs

We have adopted an Insider Trading Policy which prohibits directors, officers and all other employees, or consultants or contractors, as well as family members of such persons (or any other person subject to the policy) from engaging in any transaction involving a purchase or sale of the our securities, including any offer to purchase or offer to sell, based on material nonpublic information regarding the Company (“Material Nonpublic Information”).

Under our Insider Trading Policy and pursuant to SEC Rule 10b5-1, directors, officers and employees may establish written programs which permit (i) automatic trading of the Company’s stock through a third-party broker or (ii) trading of the Company’s stock by an independent person (such as an investment bank) who is not aware of Material Nonpublic Information at the time of a trade. Under a Rule 10b5-1 plan, a broker executes trades pursuant to parameters established by the director, executive officer, or other employee when entering into the plan, without further direction from such insider.

5877

EXECUTIVE COMPENSATION

Compensation for our Named Executive Officers

The following table sets forth information concerning all forms of compensation earned by our named executive officers during fiscal 2025 and fiscal 2024 for services provided to the Company and its subsidiary.

Name and Principal Position	Fiscal Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ⁽¹⁾ ($)		Non-Equity Incentive Plan Compensation ($)		All Other Compensation ($)		Total ($)
Krishna Vanka ⁽²⁾	2025	$	400,000	$	–	$	–	$	–	$	–	$	–	$	400,000
Chief Executive Officer and President

Ronald F. Dutt ⁽³⁾	2025	$	386,250	$	–	$	–	$	–	$	–	$	–	$	386,250
Former Chief Executive Officer, President, and Chairman	2024	$	375,000	$	–	$	–	$	484,155	$	–	$	–	$	859,155

Jeffrey C. Mason ⁽⁴⁾	2025	$	280,500	$	–	$	–	$	–	$	–	$	–	$	280,500
Chief Operating Officer	2024	$	275,000	$	–	$	–	$	119,152	$	–	$	–	$	394,152

Kevin S. Royal ⁽⁵⁾	2025	$	336,600	$	–	$	–	$	–	$	–	$	–	$	336,600
Chief Financial Officer and Corporate Secretary	2024	$	330,000	$	–	$	–	$	200,970	$	–	$	–	$	530,970

⁽¹⁾	The grant date fair value was determined in accordance with the provisions of FASB ASC Topic No. 718 using the Black-Scholes valuation model with assumptions described in more detail in the notes to our audited financial statements included in this prospectus.
⁽²⁾	Mr. Vanka was appointed as the Company’s Chief Executive Officer and President, as well as a member of the Board, effective March 10, 2025.
⁽³⁾	Mr. Dutt served as our Chief Executive Officer, President, and Chairman of the Board until his retirement on March 10, 2025. In connection with Mr. Dutt’s retirement, the Board appointed Mr. Dale T. Robinette as the new Chairman of the Board, effective March 10, 2025. In addition, the Board appointed Mr. Krishna Vanka as Chief Executive Officer and President, effective March 10, 2025.
⁽⁴⁾	Mr. Mason was promoted from Vice President of Operations to Chief Operating Officer, effective August 1, 2025.
⁽⁵⁾	Mr. Royal was appointed as the Company’s Chief Financial Officer and Corporate Secretary effective March 4, 2024.

Narrative Explanation of Compensation Arrangements with Named Executive Officers

Base Salary

On June 17, 2024, pursuant to the recommendation of the Compensation Committee of the Board (the “Compensation Committee”), the Board approved the following salary increases (the “Fiscal 2025 Annual Salary”) to the following executive officers, effective for fiscal 2025:

Name	Position	Salary for Fiscal 2024		Salary for Fiscal 2025
Ronald F. Dutt	Former Chief Executive Officer	$	375,000	$	386,250
Kevin S. Royal	Chief Financial Officer	$	~~205~~330,~~200~~000	$	336,600
Jeffrey C. Mason	Chief Operating Officer	$	230,720	$	280,500

Annual Bonus Plan

On November 5, 2020, the Board approved an annual cash bonus plan (the “Annual Bonus Plan”) which allows the Compensation Committee and/or the Board of the Company to set the amount of bonus each fiscal year and the performance criteria. Executive officers and all employees (other than part-time employees and temporary employees) are eligible to participate in the Annual Bonus Plan (“Participants”) as long as the Participant remains an active regular employee of the Company. The Annual Bonus Plan was effective for the fiscal year ended June 30, 2021 and is effective each fiscal year thereafter (the “Plan Year”). For each Plan Year, the Compensation Committee establishes an aggregate amount of allocable Bonus under the Annual Bonus Plan and determines the performance goals applicable to a bonus during a Plan Year (the “Participation Criteria”). The Participation Criteria may differ from Participant to Participant and from bonus to bonus. The Participation Criteria for each Plan Year is based on the Company achieving certain performance targets based on annual revenue, gross margin, operating expense and new business development. All of the Company’s executive officers are eligible to participate in the Annual Bonus Plan.

On October 20, 2023, the Board approved an amended and restated annual cash bonus plan (the “Amended Annual Bonus Plan”) which allows the Compensation Committee and/or the Board of the Company to set the amount of bonus each fiscal year and the performance criteria. Executive officers and all employees (other than part-time employees and temporary employees) are eligible to participate in the Amended Annual Bonus Plan (“Participants”) as long as the Participant remains an active regular employee of the Company. The Amended Annual Bonus Plan is effective for fiscal year 2024 and each fiscal year thereafter (the “Plan Year”). For each Plan Year, the Compensation Committee will establish an aggregate amount of allocable Bonus under the Amended Annual Bonus Plan and determine the performance goals applicable to a bonus during a Plan Year (the “Participation Criteria”). The Participation Criteria may differ from Participant to Participant and from bonus to bonus. All of the Company’s executive officers are eligible to participate in the Amended Annual Bonus Plan.

The Amended Annual Bonus Plan was approved by the Board in anticipation of the Company adopting its “clawback” policy applicable to its executive officers as required under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”).

Fiscal 2025 Bonuses Under the Amended Bonus Plan

On June 17, 2024, pursuant to the recommendation of the Compensation Committee, the Board also approved the bonus pool and performance criteria for the Amended Annual Bonus Plan for Fiscal 2025 (the “2025 Bonus”). For fiscal 2025, the performance goals applicable to a bonus are based on the Company achieving certain targets based on the Company’s full year revenue, Adjusted EBITDA (earnings before interest, income taxes, depreciation, amortization and stock-based compensation) for fiscal 2025, and functional goals (the “Financial Targets”), in addition to individual performance objectives and goals (the “2025 Performance Matrix”).

The Board approved the following cash bonuses under the 2025 Bonus for the following executive officers.

Name	Position	Maximum Payout⁽¹⁾
Ronald F. Dutt	Chief Executive Officer	$	386,250
Kevin S. Royal	Chief Financial Officer	$	201,960
Jeffrey C. Mason	Vice President of Operations	$	140,250

⁽¹⁾	Full maximum payout assuming targets reached as set forth in the 2025 Performance Matrix.

Equity Incentive Awards

Fiscal 2024 Grants

On October 20, 2023 (the “Fiscal 2024 Grant Date”), pursuant to the recommendation of the Compensation Committee, the Board approved the grant of stock options (the “Fiscal 2024 Options”) under the Company’s 2014 Equity Incentive Plan (the “2014 Plan”) and the Company’s 2021 Equity Incentive Plan (the “2021 Plan” and together with 2014 Plan, the “Plan”) to the Company’s then-current named executive officers, as set forth in the table below..

Name	Position	Options		Vesting Schedule
Ronald F. Dutt	former Chief Executive Officer		223,216	Annually over 3 years from the date of grant
Jeffrey Mason	Chief Operating Officer		54,934	Annually over 3 years from the date of grant
Kevin S. Royal	Chief Financial Officer		55,000	Annually over 3 years from the date of grant

Fiscal 2025 Grants

We did not grant any stock options or other equity awards to any of our named executive officers in fiscal 2025.

Benefit Plans

We do not have any profit-sharing plan or similar plans for the benefit of our officers, directors or employees. However, we may establish such a plan in the future.

Under their respective employment agreements, as described in further detail below, Messrs. Vanka and Royal, among other things, are entitled to reimbursement for all reasonable business expenses incurred in performing services. They are also eligible to participate in all customary employee benefit plans or programs generally made available to the senior executive officers.

Outstanding Equity Awards at 2025 Fiscal Year-End

The following table sets forth certain information concerning unexercised options held by our named executive officers as of June 30, 2025. Our named executive officers did not hold any other types of equity awards as of June 30, 2025.

Option Awards

Stock Awards

Name

Award Grant Date

Award Expiration Date

Number of Securities Underlying Unexercised Options Exercisable

Number of Securities Underlying Unexercised Options Unexercisable

Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options

Option Exercise Price ($)

Number of Shares or Units of Stock That Have Not Vested

Grant Date Market Value of Shares or Units of Stock That Have Not Vested ($)

Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested

Equity Incentive Plan: Grant Date Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)

Jeffrey C.

10/31/22

10/31/32

17,493

–

3.43

–

Mason (2)

10/20/23

10/20/33

8,746

36,625

–

3.36

–

Kevin S.

3/4/24

3/4/34

18,331

36,669

–

5.00

–

Kevin S. Royal (3)

3/4/24

3/4/34

18,331

36,669

–

5.00

–

Royal (3)

⁽¹⁾	Mr. Mason’s outstanding options vest annually over 3 years from the date of grant.
⁽²⁾	Mr. Royal’s outstanding options vest annually over 3 years from the date of grant.

Equity Compensation Plan Information

On February 17, 2015, our stockholders approved our 2014 Equity Incentive Plan (“2014 Plan”), which was amended on July 23, 2018 and on November 5, 2020. The 2014 Plan authorizes the issuance of awards for up to 101,000,000 shares of our ~~Common~~common ~~Stock~~stock in the ~~form~~ form of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock units, restricted stock awards ~~and~~ and unrestricted stock awards to officers, directors and employees of, and consultants and advisors to, the Company or its affiliates. We We granted 100,192 stock options under the 2014 Plan during fiscal 2024. We granted 51,171 restricted stock units under the 2014 Plan ~~during~~ during fiscal 2024. The 2014 Plan expired on November 26, 2024, at which time no future stock or stock option awards could be granted.

On April 29, 2021, at the Company’s annual stockholders meeting, the 2021 Equity Incentive Plan (the “2021 Plan”) was approved by our stockholders. The 2021 Plan authorizes the issuance of awards for up to 2,000,000 shares of our ~~Common~~common ~~Stock~~stock in the form of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock units, restricted stock awards and unrestricted stock awards to officers, directors and employees of, and consultants and advisors to, the Company or its affiliates. We granted 934,012 stock options under the 2021 Plan during fiscal 2024. We did not grant any stock options under the 2021 Plan during fiscal 2025. We granted 200,000 and 17,057 restricted stock units under the 2021 Plan during fiscal 2025 and fiscal 2024, respectively.

On May 28, 2025, the Company’s stockholders approved the 2025 Equity Incentive Plan (the “2025 Plan”). The 2025 Plan authorizes the issuance of awards for up to 1,000,000 shares of ~~Common~~common ~~Stock~~stock in the form of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock units, restricted stock awards and unrestricted stock awards to officers, directors and employees of, and consultants and advisors to, the Company or its affiliates.

As of June 30, 2025, we had 385,189 options outstanding and exercisable and 200,000 RSUs outstanding under the 2025 Plan, the 2021 Plan and the 2014 Plan.

Employment Agreements with Executive Officers

Summary of Employment Agreement with Mr. Krishna Vanka

On March 10, 2025, the Company entered into an executive employment agreement with Mr. Vanka, pursuant to which he agreed to serve as the Chief Executive Officer and President of the Company (the “Employment Agreement”). Pursuant to the terms of the Employment Agreement, Mr. Vanka receives an annual base salary of $400,000, subject to annual performance reviews by the Board or Compensation Committee. As an initial incentive for achieving key financial milestones, the Company agreed to award Mr. Vanka a cash bonus of $100,000 if the Company’s average EBITDA is net positive over the next nine months (end of the calendar year). Beginning fiscal year 2026, Mr. Vanka will have the ability to achieve a cash bonus of up to 150% of base salary based on budget performance goals as determined by the Board or the Compensation Committee. Beginning in fiscal year 2026, Mr. Vanka will be granted time-based restricted stock units (“Time RSUs”) equivalent to 50% of his base salary, which are eligible to vest in three (3) equal annual installments over three (3) years. He will also be eligible for performance-based restricted stock units (“PSUs”), with a target of 50% of his base salary and a maximum of 150%, based on budget performance goals. Any earned PSUs will cliff-vest on the third (3^rd) anniversary of the grant date. Additionally, the Employment Agreement provides that Mr. Vanka may be terminated at any time by the Company with or without cause. If Mr. Vanka is terminated without cause or upon a Change in Control (as defined in the Employment Agreement), he will receive: (a) twelve (12) months of base salary paid in a lump sum; and (b) twelve (12) months of continued life, medical, and dental insurance coverage, with the Company covering the cost subject to the same employee contribution as active employees. Additionally, in the event of a Change in Control termination, Time RSUs and any PSUs, for which the performance criteria are satisfied, will be subject to double-trigger acceleration. Mr. Vanka is subject to a non-compete obligation during the term of his employment and confidentiality obligations that extend beyond termination. The Employment Agreement also includes other customary clauses and arrangements.

6280

Summary of Employment Agreement with Former Chief Executive Officer and President, Mr. Ron Dutt

On February 12, 2021, we entered into an Amended and Restated Employment Agreement with the Company’s president and chief executive officer, Mr. Dutt (the “Dutt Employment Agreement”), which amends and restates the Employment Agreement effective December 11, 2012, as amended (the “Prior Agreement”). In addition to the inclusion of terms relating to change in control, termination, severance, benefits and the acceleration of vesting of options and restricted stock units upon certain events, the Dutt Employment Agreement memorialized Mr. Dutt’s continued services as the president and chief executive officer of the Company and its wholly-owned subsidiary, Flux Power, and the terms pursuant to which he would provide such services. Pursuant to the terms of the Dutt Employment Agreement, Mr. Dutt’s annual base salary was $375,000. On March 10, 2025, Mr. Dutt notified the Board of his decision to retire and resign from his position as director, Chairman of the Board, Chief Executive Officer and President of the Company and its wholly owned subsidiary, Flux Power, effective March 10, 2025. Mr. Dutt’s stepping down was because of personal reasons and not due to any disagreement with the Company’s management team or the Company’s Board on any matter relating to the operations, policies or practices of the Company or any issues regarding the Company’s accounting policies or practices.

To ensure a smooth transition, on March 10, 2025, the Company entered into an Amendment to Mr. Dutt’s Amended and Restated Employment Agreement, dated February 17, 2021 (the “Amendment to Dutt Employment Agreement,” and together with the Amended and Restated Employment Agreement, the “Dutt Employment Agreement”). Under this amendment, Mr. Dutt may provide services and answer questions on an as-needed basis as a senior advisor and will be compensated based on his current monthly salary in the amount of $32,187.50 through March 2025, unless terminated earlier pursuant to its terms. Mr. Dutt reports to the Chief Executive Officer or his designee. In addition, the Company and Mr. Dutt also agreed to enter into a separation and release agreement (“Separation Agreement”), which includes the contemplated terms of the payments and benefits in exchange for the release and other agreements set forth therein with Mr. Dutt, including: (a) a cash severance payment of $386,250.02, equivalent to twelve (12) months of his base salary as of the Resignation Date to be paid pro ratably over twelve (12) months; and (b) a monthly cash payment for twelve (12) months in an amount of $4,034.20 for health insurance coverage. Mr. Dutt’s Separation Agreement includes a customary general release of claims in favor of the Company and certain related parties. Mr. Dutt’s employment with the Company ended on March 31, 2025.

Summary of Employment Agreement with Mr. Kevin S. Royal

On February 22, 2024, we entered into an Employment Agreement with Mr. Kevin S. Royal, in connection with Mr. Royal’s appointment as Chief Financial Officer and Corporate Secretary, which provides for an annual base salary of $330,000, effective March 4, 2024 (the “Employment Agreement”). The Employment Agreement includes terms relating to change in control, termination, severance, benefits and the acceleration of vesting of options and restricted stock units upon certain events. In addition, Mr. Royal will be eligible for a 60% cash bonus, as a percentage of base salary, and incentive stock options to purchase up to 55,000 shares of the Company’s ~~Common~~common ~~Stock~~stock (the “Options”) under the 2021 Plan. The Options will be subject to the terms and conditions provided in the form of Incentive Stock Option Agreement under the 2021 Plan, will have an exercise price based on the Company’s 10-day volume weighted average price on the grant date, and will expire ten (10) years from the grant date and vest in four (4) equal annual instalments commencing one year after the grant date.

Clawback Policy

To comply with Section 10D of the Securities Exchange Act of 1934, as amended, Rule 10D-1 promulgated under the Securities Exchange Act of 1934, as amended, and Nasdaq Listing Rule 5608 applicable to incentive-based compensation for executive officers of listed companies, in November 2023, the Board adopted a Policy for the Recovery of Erroneously Awarded Compensation (the “Clawback Policy”) with an effective date of October 2, 2023. Current executive officers of the Company have agreed in writing to the terms and conditions of the Clawback Policy. Under the Clawback Policy, if the Company is required to restate its financial results due to material noncompliance with financial reporting requirements under the federal securities laws, the Company will recoup any erroneously awarded incentive-based compensation from the Company’s current and former executive officers. Administration of the Clawback Policy will be by the Compensation Committee of the Company.

Director Compensation Table

Below is a summary of the total compensation of our non-employee directors during fiscal 2025. Each of Mr. Vanka, our chief executive officer and president, and Mr. Dutt, our former chief executive officer and president, received no compensation for his service as a director and is not included in the below table. The compensation Mr. Vanka and Mr. Dutt received as an employee of the Company is included in the section titled “Executive Compensation” above.

Name	Fees Earned or Paid In Cash ($)		Stock Awards ⁽¹⁾ ($)		All Other Compensation ($)		Total ($)
Lisa Walters-Hoffert	$	62,500	$	80,000	$	-	$	142,500

Dale Robinette	$	81,250	$	80,000	$	-	$	161,250

Michael Johnson	$	50,000	$	80,000	$	-	$	130,000

Mark F. Leposky	$	61,250	$	80,000	$	-	$	141,250

⁽¹⁾	Represent the fair value of the RSUs granted.

The following table shows the number of stock options and RSUs held by our non-employee directors as of June 30, 2025:

Name

~~Year~~Stock Options

~~Stock Options~~RSUs

~~RSUs~~

Lisa Walters-Hoffert

~~2025~~3,948

–50,000

~~50,000~~

Dale Robinette

~~2025~~3,948

–50,000

~~50,000~~

Michael Johnson

~~2025~~9,948

–50,000

~~50,000~~

Mark F. Leposky

~~2025~~–

–50,000

~~50,000~~

Non-Employee Director Compensation Policy

Cash Compensation

Pursuant to the compensation program for our non-employee directors that was approved by the Board on April 18, 2024 for fiscal 2025 and on March 1, 2025 for fiscal 2026, each member of our Board of Directors who is not an employee is eligible to receive the following annual cash retainers for their service on our Board:

Position	Annual Retainer
Board Member	$	50,000
plus (as applicable):
Lead Independent Director	$	20,000
Audit Committee Chair	$	7,500
Compensation Committee Chair	$	5,000
Nominating/Governance Committee Chair	$	5,000
Audit Committee Member	$	3,750
Compensation Committee Member	$	2,500
Nominating/Governance Committee Member	$	2,500

Equity Compensation

In addition, our non-employee directors are eligible to receive an annual equity grant of RSUs equal to the amount of $80,000 divided by the fair market value of the RSUs, with all RSUs subject to a one year vesting requirement subject to their continued service on our Board. The fair market value of the RSUs is based upon the closing stock price on the grant issuance date. On April 18, 2024, each of our non-employee directors was granted 17,057 RSUs, which fully vested on April 18, 2025. On May 28, 2025, each of our non-executive directors was granted 50,000 RSUs under the 2021 Plan, which are scheduled to vest in full on May 28, 2026.

6482

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

The following includes a summary of certain relationships and transactions since July 1, 2023 and any currently proposed transactions, to which we were or are to be a participant, in which (1) the amount involved exceeded or will exceed the lesser of (i) $120,000 or (ii) one percent (1%) of the average of our total assets for the last two completed fiscal years, and (2) any of our directors, executive officers or holders of more than five percent (5%) of our capital stock, or any affiliate or member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest other than compensation and other arrangements that are described under the section titled “Executive Compensation.”

Pursuant to the Audit Committee’s written charter, our Audit Committee has the responsibility to review, approve and oversee transactions between the Company and any related person (as defined in Item 404 of Regulation S-K) and any potential conflict of interest situations on an ongoing basis, in accordance with our policies and procedures, and to develop policies and procedures for the Audit Committee’s approval of related party transactions.

Line of Credit Facility and Subordinated Unsecured Promissory Note

On November 2, 2023, we entered into a Credit Facility Agreement (the “Credit Facility”) with Cleveland, a related party due to equity ownership. The Credit Facility provides the Company with a line of credit of up to $2,000,000 for working capital purposes. In connection with the Subordinated LOC, the Company issued a subordinated unsecured promissory note for $2,000,000 (the “Commitment Amount”) in favor of Cleveland.

Pursuant to the terms of the Credit Facility, Cleveland agreed to make loans (each such loan, an “Advance”) up to such Lender’s Commitment Amount to the Company from time to time, until July 31, 2027 (the “Due Date”). The Revolving Note accrues interest at Secured Overnight Financing Rate plus nine percent (9%) per annum on each Advance from and after the date of disbursement of such Advance. All indebtedness, obligations and liabilities of the Company to Cleveland are subject to the rights of GBC, pursuant to a Subordination Agreement dated on or about November 2, 2023, by and between Cleveland and GBC (the “Subordination Agreement”). Subject to the Subordination Agreement, the Company may, from time to time, prior to the Due Date, draw down, repay, and re-borrow on the Note, by giving notice to Cleveland of the amount to be requested to be drawn down. Subject to the Subordination Agreement, the Note is payable upon the earlier of (i) the Due Date or (ii) on occurrence of an event of Default (as defined in the Revolving Note).

As consideration of Cleveland’s commitment to provide the Advances to the Company, the Company issued Cleveland warrants to purchase 41,196 shares of ~~Common~~common ~~Stock~~stock (the “Advance Warrants”) which rights are represented by a warrant certificate (“Warrant Certificate”). Subject to certain ownership limitations, the Advance Warrants are exercisable immediately from the date of issuance, expire on the five (5) year anniversary of the date of issuance and have an exercise price of $3.24 per share. The exercise price of the Advance Warrants is subject to certain adjustments, including stock dividends, stock splits, combinations and reclassifications of the ~~Common~~common ~~Stock~~stock. In the event of a Triggering Event (as defined in the Warrant Certificate), the holder of the Advance Warrants will be entitled to exercise the Advance Warrants and receive the same amount and kind of securities, cash or property as such holder would have been entitled to receive upon the occurrence of such Triggering Event if such holder had exercised the rights represented by the Warrant Certificate immediately prior to the Triggering Event. Additionally, upon the holder’s request, the continuing or surviving corporation as a result of such Triggering Event will issue to such holder a new warrant of like tenor evidencing the right to purchase the adjusted amount of securities, cash or property and the adjusted warrant price. See Note 9 – Stockholders’ Equity (Deficit) in our audited consolidated financial statements included elsewhere in this prospectus.

On July 16, 2025, the Company and Cleveland entered into the Note Amendment. The Note Amendment amended the due date set forth in the Original Note issued by the Company to Cleveland in connection with the Subordinated LOC. Pursuant to the Note Amendment, the due date under the Original Note was changed from August 15, 2025 to September 30, 2025.

65On September 15, 2025, concurrent with the closing of the $5.0 million private placement described below, Cleveland purchased 89,323 Prefunded Warrants and 420,335 Common Warrants for approximately $1,730,000. This purchase was partially funded by the conversion of the carrying value of the outstanding principal and accrued interest of the Credit Facility on September 14, 2025, of $1,173,000. Cleveland entered into a Debt Satisfaction Agreement with the Company pursuant to which Cleveland represented full payment and satisfaction of any and all obligations of the Company due to Cleveland under the Subordinated Unsecured Promissory Note dated November 2, 2023, as amended. Cleveland paid the remaining amount due under the placement of $557,000 in cash.

Private Placement

On July 18, 2025, we entered into the Private Placement Purchase Agreement with the Initial Purchaser(s) pursuant to which the Company agreed to sell an initial aggregate amount of approximately $2.9 million in Prefunded Warrants at a purchase price equal to $19.369 per warrant. Each Prefunded Warrant entitled the holder to purchase one share of the Series A Preferred Stock for $0.001 per share. Purchasers of Prefunded Warrants were also issued an additional five (5) year warrant to purchase a number of shares of common stock, par value $0.001 per share equal to fifty percent (50%) of the number of shares of ~~Common~~common ~~Stock~~stock issuable upon conversion of the Series A Preferred Stock. On September 15, 2025, the Company entered into the Amended and Restated Private Placement Purchase Agreement with certain of the Initial Purchasers and certain additional investors pursuant to which, among other things, the Purchasers agreed to subscribe for and purchase, and the Company agreed to issue and sell to the Purchasers, an aggregate of 258,144 Prefunded Warrants and 1,214,766 Common Warrants at the Purchase Price for gross proceeds of approximately $5.0 million. The Purchase Price was paid in cash or, in lieu of cash, cancellation of certain existing debt of the Company.

The closing of the Private Placement contemplated by the Amended and Restated Private Placement Purchase Agreement occurred simultaneously on September 15, 2025 upon the satisfaction of certain customary conditions. As of the Closing, there were no shares of Series A Preferred Stock issued or outstanding. The Company intends to use the net proceeds from the Private Placement for general corporate purposes and growth capital.

Prefunded Warrant and Common Warrant

Each Common Warrant has an initial exercise price of $1.715, which is equal to the 20-day VWAP per share of ~~Common~~common ~~Stock~~stock immediately preceding the Closing of the Private Placement (subject to adjustment therein), is exercisable immediately following issuance and has a term of five (5) years from the initial issuance date. The Common Warrant has a “cashless exercise” provision which provides that the Common Warrant can be exercised without further payment to the Company. The exercise price and the number of shares of ~~Common~~common ~~Stock~~stock issuable upon exercise of each Common Warrant is subject to appropriate adjustments in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the ~~Common~~common ~~Stock~~stock.

Registration Rights Agreement

6684

PRINCIPAL SECURITYHOLDERS

Security Ownership of Principal Stockholders and Management

As used in this section, the term beneficial ownership with respect to a security is defined by Rule 13d-3 under the Exchange Act, as consisting of sole or shared voting power (including the power to vote or direct the vote) and/or sole or shared investment power (including the power to dispose of or direct the disposition of) with respect to the security through any contract, arrangement, understanding, relationship or otherwise, subject to community property laws where applicable. As of ~~September~~April 2630, ~~2025~~2026, we had a total of 1621,~~835~~361,~~698~~383 shares of ~~Common~~common ~~Stock~~stock issued and outstanding.

The following table sets forth, as of ~~September~~April 2630, ~~2025~~2026, information concerning the beneficial ownership of shares of our ~~Common~~common ~~Stock~~stock held by our directors, our named executive officers, our directors and executive officers as a group, and each person known by us to be a beneficial owner of more than five percent (5%) of our outstanding ~~Common~~common ~~Stock~~stock. Unless otherwise indicated, the business address of each of our directors, executive officers and beneficial owners of more than five percent (5%) of our outstanding ~~Common~~common ~~Stock~~stock is c/o Flux Power Holdings, Inc., 2685 S. Melrose Drive, Vista, California 92081. Each person has sole voting and investment power with respect to the shares of our ~~Common~~common ~~Stock~~stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of ~~Common~~common ~~Stock~~stock, except as otherwise indicated.

Name and Address of Beneficial Owner (1)	Shares Beneficially Owned			%Percentage of Ownership
Officers and Directors
Named Executive Officers and Directors
Michael Johnson, Director		4,~~214~~506,~~939~~047	(2)		2520.07	%
Krishna Vanka, Chief Executive Officer, President, and Director		–36,450	(3)		–*
Kevin S. Royal, Chief Financial Officer and Secretary		1843,~~331~~961	(4)		*
Jeffrey C. Mason, Chief Operating Officer		7015,~~122~~425	(5)		*
Mark F. Leposky, Director		1767,~~057~~058	(6)		*
Lisa Walters-Hoffert, Director		4898,~~055~~057	(7)		*
Dale Robinette, Director		60128,~~259~~486	(8)		*
All Officers and Directors as a group (7 people)		4,428,763			26.2
All Executive Officers and Directors as a group (7 people)		4,895,484			22.2	%
5% Stockholders
Esenjay Investments LLC		4,~~148~~061,~~680~~799	(2)		2419.60	%
Cleveland Capital Management L.L.C.		12,~~404~~038,~~032~~240	(9)		89.30	%
1250 Linda Street, Suite 304
Rocky River, OH 44116
Formidable Asset Management, LLC		3,~~274~~013,~~325~~948	(10)		1914.41	%
221 E Fourth Street, Suite 2700
Cincinnati OH 45202

* Represents less than 1% of shares outstanding.

*	Represents less than 1% of shares outstanding.

(1)	All addresses above are 2685 S. Melrose Drive, Vista, California 92081, unless otherwise stated.

(2)	Includes (i) 56,311 shares of common stock held by Mr. Johnson, (ii) 218,658 shares of common stock issuable upon the conversion of 23,233 shares of Series A Preferred Stock (as defined herein) issuable upon the exercise of 23,233 Prefunded Warrants (as defined herein) held by Mr. Johnson, (iii) 109,329 shares of common stock issuable upon the exercise of 109,329 Common Warrants (as defined herein) held by Mr. Johnson, (iv) 4,061,799 shares of common stock held by Esenjay Investments LLC, of which Mr. Johnson is the sole director and beneficial owner, (v) 9,950 shares of common stock issuable to Mr. Johnson pursuant to stock options exercisable within 60 days and (vi) 50,000 shares of common stock issuable to Mr. Johnson pursuant to restricted stock units vesting within 60 days.

(1)	All addresses above are 2685 S. Melrose Drive, Vista, California 92081, unless otherwise stated.
(2)	Includes (i) 56,311 shares of Common Stock held by Mr. Johnson and 4,148,680 shares of Common Stock held by Esenjay Investments LLC, of which Mr. Johnson is the sole director and beneficial owner, and (ii) 9,948 shares of Common Stock issuable to Mr. Johnson upon exercise of stock options within 60 days.
(3)	Mr. Vanka was appointed Chief Executive Officer, President and director on March 10, 2025.
(4)	Includes 18,331 shares of Common Stock issuable upon exercise of stock options within 60 days.
(5)	Mr. Mason was promoted from Vice President of Operations to Chief Operating Officer effective August 1, 2025. Includes 7,264 shares of Common Stock and 62,858 shares of Common Stock issuable upon exercise of stock options.
(6)	Includes 17,057 shares of Common Stock.
(7)	Includes 44,107 shares of Common Stock and 3,948 shares of Common Stock issuable upon exercise of stock options.
(8)	Includes 56,311 shares of Common Stock and 3,948 shares of Common Stock issuable upon exercise of stock options within 60 days.
(9)	Based on Amendment No. 8 to Schedule 13G filed jointly by Cleveland, Rocky River Specific Opportunities Fund LLC, Wade Massad, John Shiry and Cleveland Capital Management, L.L.C. with the SEC on February 14, 2025, reporting information as of December 31, 2024. Reflects 1,404,032 shares of Common Stock held by certain private funds managed by Cleveland Capital Management, L.L.C., or by its principals, and hold shared voting and dispositive power with respect to such shares. Excludes (i) 41,150 shares of Common Stock individually held by Mr. Massad and (ii) 50,000 shares of Common Stock individually held by Mr. Shiry.
(10)	Based on Schedule 13D filed by Formidable Asset Management, LLC with the SEC on October 31, 2023. Reflects (i) 548,226 shares of Common Stock held by Formidable Asset Management, LLC, and (ii) 2,726,099 shares of Common Stock held by certain accounts managed by Formidable Asset Management, LLC, and hold shared voting and dispositive power with respect to such shares.

(3)	Mr. Vanka was appointed Chief Executive Officer, President and director on March 10, 2025. Includes (i) 24,300 shares of common stock issuable upon the conversion of 2,582 shares of Series A Preferred Stock issuable upon the exercise of 2,582 Prefunded Warrants and (ii) 12,150 shares of common stock issuable upon the exercise of 12,150 Common Warrants.

(4)	Includes (i) 36,663 shares of common stock issuable pursuant to stock options exercisable within 60 days, (ii) 4,865 shares of common stock issuable upon the conversion of 517 shares of Series A Preferred Stock issuable upon the exercise of 517 Prefunded Warrants and (iii) 2,433 shares of common stock issuable upon the exercise of 2,433 Common Warrants.

(5)	Mr. Mason was promoted from Vice President of Operations to Chief Operating Officer effective August 1, 2025. Includes (i) 8,127 shares of common stock, (ii) 4,865 shares of common stock issuable upon the conversion of 517 shares of Series A Preferred Stock issuable upon the exercise of 517 Prefunded Warrants and (iii) 2,433 shares of common stock issuable upon the exercise of 2,433 Common Warrants.

(6)	Includes (i) 17,057 shares of common stock, (ii) 1 share of common stock issuable pursuant to stock options exercisable within 60 days and (iii) 50,000 shares of common stock issuable pursuant to restricted stock units vesting within 60 days.

(7)	Includes (i) 44,107 shares of common stock, (ii) 3,950 shares of common stock issuable pursuant to stock options exercisable within 60 days and (iii) 50,000 shares of common stock issuable pursuant to restricted stock units vesting within 60 days.

(8)	Includes (i) 56,311 shares of common stock, (ii) 3,950 shares of common stock issuable pursuant to stock options exercisable within 60 days, (iii) 50,000 shares of common stock issuable pursuant to restricted stock units vesting within 60 days, (iv) 12,150 shares of common stock issuable upon the conversion of 1,291 shares of Series A Preferred Stock issuable upon the exercise of 1,291 Prefunded Warrants and (v) 6,075 shares of common stock issuable upon the exercise of 6,075 Common Warrants.

(9)	Based on Amendment No. 9 to Schedule 13G filed jointly by Cleveland, Rocky River Specific Opportunities Fund LLC, Wade Massad, John Shiry and Cleveland Capital Management, L.L.C. with the SEC on February 13, 2026, reporting information as of December 31, 2025, and the Company’s records. Reflects (i) 609,567 shares of common stock held by certain private funds managed by Cleveland Capital Management, L.L.C., or by its principals, and hold shared voting and dispositive power with respect to such shares, (ii) 840,669 shares of common stock issuable upon the conversion of 89,323 shares of Series A Preferred Stock issuable upon the exercise of 89,323 Prefunded Warrants held by Cleveland Capital L.P., (iii) 420,335 shares of common stock issuable upon the exercise of 420,335 Common Warrants held by Cleveland Capital L.P., (iv) 98,796 shares of common stock issuable upon exercise of warrants held by Cleveland Capital L.P., (v) 68,873 shares of common stock individually held by Mr. Massad and (vi) 50,000 shares of common stock individually held by Mr. Shiry.

(10)	Based on Amendment No. 4 to Schedule 13G filed by Formidable Asset Management, LLC with the SEC on December 16, 2025. Includes (i) 666,571 shares of common stock held by Formidable Asset Management, LLC and (ii) 2,347,377 shares of common stock held by certain accounts managed by Formidable Asset Management, LLC, which hold shared dispositive power with respect to such shares.

DESCRIPTION OF CAPITAL STOCK

The following description of our current capital stock and provisions of our ~~second~~Restated ~~amended and restated articles of incorporation (“~~Articles of ~~Incorporation”)~~ and Amended and Restated Bylaws (“Bylaws”) are summaries, are not intended to be complete and are qualified in their entirety by reference such Restated Articles ~~of Incorporation~~ and Bylaws, copies of which have been filed as exhibits to our registration statement, of which this prospectus forms a part.

Authorized Capitalization

We are authorized to issue up to (i) 75,000,000 shares of ~~Common~~common ~~Stock~~stock, par value $0.001 per share and (ii) 3,000,000 shares of preferred stock, par value of $0.001 per share, 2,000,000 of which are blank check preferred stock, and 1,000,000 of which are designated as “Series A Convertible Preferred Stock.”

Common Stock

The holders of shares of our ~~Common~~common ~~Stock~~stock are entitled to dividends out of funds legally available when and as declared by our Board of Directors. In the event of our liquidation, dissolution or winding up, holders of our ~~Common~~common ~~Stock~~stock are entitled to receive, ratably, the net assets available to stockholders after payment of all creditors.

To the extent that additional shares of our ~~Common~~common ~~Stock~~stock are issued, the relative interests of existing stockholders will be diluted.

Voting Rights

Each outstanding share of ~~Common~~common ~~Stock~~stock entitles the holder thereof to one vote for each share held of record on all matters submitted to a vote of the stockholders, including the election of directors, and does not have cumulative voting rights.

Economic Rights

Except as otherwise expressly provided in our Restated Articles ~~of Incorporation~~ or required by applicable law, all shares of ~~Common~~common ~~Stock~~stock will have the same rights and privileges and rank equally, share ratably, and be identical in all respects for all matters, including those described below.

Dividends

Subject to preferences that may be applicable to any then-outstanding Preferred Stock, the holders of ~~Common~~common ~~Stock~~stock are entitled to receive dividends, if any, as may be declared from time to time by our Board of Directors out of legally available funds.

Liquidation Rights

In the event of our liquidation, dissolution or winding-up, holders of our ~~Common~~common ~~Stock~~stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of our debts and other liabilities, subject to the satisfaction of any liquidation preference granted to the holders of any outstanding shares of Preferred Stock.

No Preemptive or Similar Rights

The holders of our shares of ~~Common~~common ~~Stock~~stock are not entitled to preemptive rights, and are not subject to conversion, redemption or sinking fund provisions. The rights, preferences and privileges of the holders of our ~~Common~~common ~~Stock~~stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of our Preferred Stock that we may designate and issue in the future.

6887

Removal of Directors by Stockholders

Our Bylaws provide that subject to any limitations in our ~~Articles~~Restated ~~of Incorporation~~Articles, directors may be removed by a vote not less than two-thirds of the voting power of the issued and outstanding stock entitled to vote thereon, at a special meeting of the stockholders called for that purpose.

Preferred Stock

We may issue up to a total of 3,000,000 shares of Preferred Stock in one or more classes or series within a class pursuant to our ~~Articles~~Restated ~~of Incorporation~~Articles. Our Board of Directors is authorized to establish the number of shares to be included in each such series and issue the additional shares of authorized Preferred Stock with such designations, preferences and relative, participating, optional, conversion or other special rights (if any) of such series and the qualifications, limitations or restrictions (if any) thereof, as our Board may in the future establish by resolution(s). No vote of the holders of our ~~Common~~common ~~Stock~~stock or Preferred Stock would be required for the creation or issuance of a series of Preferred Stock, unless otherwise expressly required by our ~~Articles~~Restated ~~of Incorporation~~Articles, the Preferred Stock designation creating any series of Preferred Stock, or to the extent required by the Nevada Revised Statutes or the Nasdaq.

The particular terms of any series of Preferred Stock may among others terms include the following which is not an exhaustive list:

● the number of shares of the Preferred Stock being designated; ● the title and liquidation preference per share of the Preferred Stock; ● the purchase price of the Preferred Stock; ● the dividend rate or method for determining the dividend rate; ● the dates on which dividends will be paid; ● whether dividends on the Preferred Stock will be cumulative or noncumulative and, if cumulative, ● the dates from which dividends shall commence to accumulate; ● any redemption or sinking fund provisions applicable to the Preferred Stock; ● designation of voting rights that may be senior or superior to those of held by holders of ~~Common~~common ~~Stock~~stock; and/or ● any additional dividend, liquidation, redemption, sinking fund, ant-dilution rights, conversion rights, rights to participate in future financings, protective rights and other rights, restrictions and terms applicable to the Preferred Stock.

We could issue a series of Preferred Stock that could, depending on the terms of the series, impede or discourage an acquisition attempt or other transaction that some, or a majority, of the holders of our ~~Common~~common ~~Stock~~stock might believe to be in their best interests or in which the holders of our ~~Common~~common ~~Stock~~stock might receive a premium for their ~~Common~~common ~~Stock~~stock over the market price of the ~~Common~~common ~~Stock~~stock. Additionally, the issuance of Preferred Stock may adversely affect the rights of holders of our ~~Common~~common ~~Stock~~stock by restricting dividends on our ~~Common~~common ~~Stock~~stock, diluting the voting power of our ~~Common~~common ~~Stock~~stock or subordinating the liquidation rights of our common stock. As a result of these or other factors, the issuance of Preferred Stock could have an adverse impact on the market price of our ~~Common~~common ~~Stock~~stock.

The Series A Preferred Stock

We have designated 1,000,000 shares of Preferred Stock as “Series A Convertible Preferred Stock,” which rights, preferences, privileges and restrictions are set forth in our ~~Articles~~Restated ~~of Incorporation~~Articles.

69The Series A Preferred Stock have material rights that are superior to the rights of holder of common stock. A summary of the material rights, preferences, privileges and restrictions of the Series A Preferred Stock are set forth as follows:

~~The~~Rank. ~~Series~~With Arespect ~~Preferred~~to ~~Stock~~payment ~~have~~of ~~material~~dividends ~~rights~~and ~~that~~distribution ~~are superior to the rights~~ of ~~holder~~assets ofupon ~~Common~~liquidation, ~~Stock.~~dissolution, Aor ~~summary~~winding up of the ~~material rights~~Company, whether ~~preferences,~~voluntary ~~privileges~~or ~~and~~involuntary, ~~restrictions~~all shares of ~~the~~ Series A Preferred Stock ~~are~~rank ~~set~~senior ~~forth~~to all the common stock and any other class of securities that is specifically designated as ~~follows:~~Junior Securities.

~~Rank.~~Voting ~~With~~Rights. ~~respect~~The toholders ~~payment~~of shares of ~~dividends~~Series ~~and~~A ~~distribution~~Preferred Stock have a right to vote as a single class with the holders of ~~assets~~common ~~upon~~stock on ~~liquidation,~~an ~~dissolution,~~as-if-converted-to-Common-Stock-basis orbased ~~winding~~on upthe greater of the ~~Company~~(i) Conversion Price, ~~whether~~or the (ii) Minimum Price as defined in ~~voluntary~~Rule or5635(d) ~~involuntary~~of the Nasdaq Listing Rules, ~~all~~except ~~shares~~that holders of Series A Preferred Stock ~~rank~~shall ~~senior~~have ~~to all~~ the ~~Common~~right ~~Stock~~to ~~and~~vote ~~any~~as ~~other~~a separate class ofwith ~~securities that~~respect isto ~~specifically~~certain ~~designated~~specified ~~as Junior Securities~~matters.

Voting Rights. The holders of shares of Series A Preferred Stock have a right to vote as a single class with the holders of Common Stock on an as-if-converted-to-Common-Stock-basis based on the greater of the (i) Conversion Price, or the (ii) Minimum Price as defined in Rule 5635(d) of the Nasdaq Listing Rules, except that holders of Series A Preferred Stock shall have the right to vote as a separate class with respect to certain specified matters.

Liquidation, Dissolution, or Winding Up. Upon a Liquidation, bankruptcy event, or change of control, the holders of shares of Series A Preferred Stock will be entitled to receive out of the assets, whether capital or surplus, of the Company an amount equal to the purchase price per warrant to purchase Series A Preferred Stock paid for by the holders of Series A Preferred Stock (adjusted for any stock splits, stock dividends, recapitalizations, or similar transaction with respect to the Series A Preferred Stock) for each share of Series A Preferred Stock before any distribution or payment will be made to the holders of any Junior Securities, and if the assets of the Company will be insufficient to pay in full such amounts, then the entire assets to be distributed to the holders of shares of Series A Preferred Stock will be ratably distributed among such holders in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full.

Conversion Rights. The holders of shares of Series A Preferred Stock have the right to convert all or any portion of the outstanding shares of Series A Preferred Stock held by such holder multiplied by the Liquidation Value into shares of the Company’s ~~Common~~common ~~Stock~~stock at the initial conversion price equal to 120% of the 20-day VWAP per share of ~~Common~~common ~~Stock~~stock immediately preceding the initial closing in which the warrants to purchase Series A Preferred Stock were first issued to such holders, with automatic conversion at the Conversion Price upon (i) the conversion of the shares of Series A Preferred Stock by the Majority Holders, (ii) the affirmative vote or written consent by the Majority Holder to convert all outstanding shares of Series A Preferred Stock, and (iii) on the fifth (5th) anniversary of the initial closing date in which the warrants to purchase Series A Preferred Stock are first issued to such holders of Series A Preferred Stock.

Adjustments to Conversion Price and Conversion Shares. The Conversion Price is subject to standard weighted average anti-dilution protection, and anti-dilution protection against issuance of securities by the Company in certain incidences, such as (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, ~~Common~~common ~~Stock~~stock, and (ii) in the event of any capital reorganization, reclassification of the capital stock, consolidation or merger of the Company.

Removal of Directors by Stockholders

Vacancy on Board of Directors

Our Bylaws provide that any vacancy occurring in the Board may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board.

Anti-Takeover Provisions Under The Nevada Revised Statutes

Nevada Laws

The State of Nevada, where we are incorporated, has enacted statutes that could prohibit or delay mergers or other takeover or change in control attempts and, accordingly, may discourage attempts to acquire us even though such a transaction may offer our stockholders the opportunity to sell their stock at a price above the prevailing market price. We have not opted out of these statutes.

Business Combinations. Sections 78.411 to 78.444 of the Nevada Revised Statues (the “NRS”) prohibit a Nevada corporation from engaging in a “combination” with an “interested stockholder” for two years following the date that such person becomes an interested stockholder and place certain restrictions on such combinations even after the expiration of the two-year period. With certain exceptions, an interested stockholder is a person or group that owns 10% or more of the corporation’s outstanding voting power (including stock with respect to which the person has voting rights and any rights to acquire stock pursuant to an option, warrant, agreement, arrangement, or understanding or upon the exercise of conversion or exchange rights) or is an affiliate or associate of the corporation and was the owner of 10% or more of such voting stock at any time within the previous two years.

Control Shares. Sections 78.378 to 78.3793 of the NRS (the “Control Share Act”) provides that an “acquiring person” shall only obtain voting rights in the “control shares” purchased by such person to the extent approved by the other stockholders at a meeting. The Control Share Act provides that a person or entity acquires a “controlling interest” whenever it acquires shares that, but for the operation of the Control Share Act, would bring its voting power within any of the following three ranges: 20 to 33-1/3%; 33-1/3 to 50%; or more than 50%. Control shares include not only shares acquired or offered to be acquired in connection with the acquisition of a controlling interest, but also all shares acquired by the acquiring person within the preceding 90 days. The statute covers not only the acquiring person but also any persons acting in association with the acquiring person.

Dissenters’ Rights of Appraisal and Payment

Under Nevada law, with certain exceptions, as long as shares of our ~~Common~~common ~~Stock~~stock are traded on the Nasdaq Capital Market, holders of shares of our ~~Common~~common ~~Stock~~stock will not have dissenters’ rights to payment of an appraised fair market value for such shares in connection with a plan of merger, conversion, or exchange unless such action requires holders of a class or series of shares to accept for such shares anything other than cash, certain publicly traded shares or securities of certain investment companies redeemable at the option of the holder. To the extent that dissenters’ rights may be available under Nevada law, stockholders who properly request and perfect such rights in connection with such merger or consolidation will have the right to receive payment of the fair value of their shares as determined by a Nevada Court.

Stockholders’ Derivative Actions

Under Nevada law, any of our stockholders may bring an action in our name to procure a judgment in our favor, also known as a derivative action, provided that the stockholder bringing the action was a holder of our shares at the time of the transaction to which the action relates or such stockholder’s stock thereafter devolved by operation of law ~~and such suit is brought in a Nevada Court~~.

The foregoing is a summary of certain provisions of Nevada law and does not purport to be complete and is qualified in its entirety by reference to the NRS.

Transfer Agent And Registrar

The transfer agent and registrar for our ~~Common~~common ~~Stock~~stock is Equiniti Trust Company LLC, 1110 Centre Point Curve, Suite 101, Mendota Heights, MN 55120.

Exchange Listing

Our ~~Common~~common ~~Stock~~stock is currently listed on The Nasdaq Capital Market under the symbol “FLUX.”

7190

SELLING ~~STOCKHOLDERS~~STOCKHOLDER

~~The~~This ~~Shares~~prospectus ~~being~~relates ~~offered~~to by the ~~Selling~~offer ~~Stockholders~~and ~~are~~sale ~~the~~by ~~shares~~Roth ofPrincipal ~~Common~~Investments ~~Stock~~of ~~issuable~~up ~~upon~~to ~~(i)~~38,461,538 ~~conversion of the~~ shares of ~~Series A~~our ~~Preferred~~common ~~Stock~~stock ~~issuable~~that ~~upon~~may ~~the~~be ~~exercise~~issued by ofus ~~the~~to ~~Pre-Funded~~Roth ~~Warrants~~Principal ~~and~~Investments ~~(ii)~~under ~~exercise of~~ the ~~Common~~Purchase ~~Warrants~~Agreement. ~~The~~For ~~Pre-Funded~~additional ~~Warrants and~~information regarding the ~~Common~~shares ~~Warrants~~of ~~were~~our ~~issued~~common tostock included ~~the~~in ~~Selling~~this ~~Stockholders~~prospectus, insee the ~~Private~~section ~~Placement.~~titled ~~See~~ “~~Prospectus~~The ~~Summary—Recent Developments—Private~~Committed ~~Placement~~Equity Facility” ~~for additional information~~above. We are registering the ~~Shares~~shares of our common stock included in this prospectus pursuant to the provisions of the Registration Rights Agreement we entered into with Roth Principal Investments on May 15, 2026 in order to permit the Selling ~~Stockholders~~Stockholder to offer ~~such~~the shares of common stock included in this prospectus for resale from time to time. Except for the ~~ownership of the Warrants, the~~ transactions contemplated by the ~~Amended~~Purchase Agreement and ~~Restated~~the ~~Purchase~~Registration Rights Agreement, and as ~~disclosed~~set forth in the ~~sections~~section ~~entitled~~ titled “~~Certain~~Plan ~~Relationships~~of ~~and~~Distribution ~~Related~~(Conflict ~~Party~~of ~~Transactions~~Interest)” ~~and~~in ~~“Executive~~this ~~Compensation”~~prospectus, Roth ~~none~~Principal ofInvestments ~~the~~has ~~Selling~~not ~~Stockholders have~~ had any material relationship with us within the past three years. As used in this prospectus, the term “Selling Stockholder” means Roth Principal Investments, LLC.

The ~~following~~ table ~~sets~~below ~~forth~~presents ~~certain~~ information ~~with~~regarding ~~respect~~the ~~to each~~ Selling Stockholder, ~~including~~and ~~(i)~~ the shares of ~~Common~~our ~~Stock~~common ~~beneficially owned~~stock that may be resold by the Selling Stockholder ~~prior~~from time to time under this ~~offering,~~prospectus. ~~(ii)~~This ~~the~~table ~~number~~is ofprepared ~~Shares~~based ~~being~~on ~~offered~~information supplied to us by the Selling Stockholder ~~pursuant~~, toand ~~this~~reflects ~~prospectus~~holdings as of May 15, ~~and~~2026. ~~(iii)~~The ~~the~~number ~~Selling~~of ~~Stockholders’~~shares ~~beneficial~~in ~~ownership~~the ~~after~~column ~~completion~~“Maximum Number of ~~this~~Shares ~~offering.~~of ~~The~~common ~~registration~~stock to be Offered Pursuant to this Prospectus” represents all of the ~~Shares~~shares ~~does~~of ~~not~~our ~~necessarily~~common ~~mean~~stock ~~that~~being offered for resale by the Selling ~~Stockholders~~Stockholder under ~~will~~this ~~exercise~~prospectus. The Selling Stockholder may sell some, all or ~~any~~none of the ~~Warrants~~shares ~~and/or~~of ~~sell~~common ~~all~~stock orbeing ~~any~~offered for resale in this ofoffering. ~~such~~We ~~Shares,~~do ~~but~~not know how long the ~~number~~Selling ofStockholder will hold the shares ofbefore ~~Common~~selling ~~Stock~~them and, ~~percentages~~except as set forth in the ~~table~~section titled ~~below~~“Plan ~~assume~~of Distribution (i)Conflict ~~the exercise~~ of ~~all of~~Interest)” ~~the~~in ~~Warrants~~this ~~held~~prospectus, bywe ~~the~~are ~~Selling~~not ~~Stockholder~~aware as of ~~September~~any ~~26,~~existing ~~2025,~~arrangements ~~without~~between the ~~regard~~Selling toStockholder and any ~~limitations~~other onstockholder, ~~exercise~~broker, ~~described~~dealer, ~~in this~~underwriter ~~prospectus~~ or inagent ~~the~~relating ~~Warrants~~to ~~and~~the ~~(ii)~~sale ~~that~~or ~~all~~distribution of the ~~Shares~~shares of our common stock being offered byfor ~~the~~resale ~~Selling~~by ~~Stockholders~~this ~~are sold~~prospectus.

~~Under~~Beneficial ownership is determined in accordance with Rule 13d-3(d) promulgated by the ~~terms~~SEC ofunder the ~~Warrants~~Exchange Act, aand includes shares of our common stock with respect to which the Selling Stockholder ~~may~~has ~~not~~sole ~~exercise~~or ~~the~~shared ~~Warrants~~voting toand investment power. Because the ~~extent~~Purchase ~~such~~Price ~~exercise~~to ~~would~~be paid ~~cause~~by ~~such~~the Selling Stockholder~~, together~~ ~~with~~for ~~its~~shares ~~affiliates~~of ~~and/or~~our ~~persons~~common ~~acting~~stock, asif aany, ~~group~~that ~~with~~we may elect to sell to the Selling Stockholder in one or more ~~its~~Purchases ~~affiliates,~~from time to ~~beneficially~~time ~~own~~under athe ~~number of~~Purchase ~~shares~~Agreement ofwill ~~Common~~be ~~Stock~~determined ~~which~~on ~~would~~the ~~exceed~~applicable ~~4.99%,~~Purchase orDates ~~9.99%~~therefor, at the ~~election~~actual number of shares of our common stock that we may sell to the Selling Stockholder, ofunder ~~our~~the ~~then~~Purchase ~~outstanding~~Agreement ~~Common Stock~~may ~~following~~be ~~such~~fewer ~~exercise,~~than ~~excluding~~the ~~for~~number of ~~purposes~~shares ofbeing ~~such~~offered ~~determination~~for ~~shares~~resale ofunder ~~Common~~this ~~Stock~~prospectus. ~~issuable~~The ~~upon~~fourth ~~exercise~~column ofassumes the ~~Warrants that~~resale ~~have~~by ~~not~~the ~~been~~Selling ~~exercised.~~Stockholder ~~The~~of ~~numbers~~all of

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