Flux Power Amends S-1, Details $5M Private Placement

TL;DR

**Flux Power's S-1/A reveals a $5M insider-heavy private placement, signaling potential dilution but also executive confidence in future growth.**

AI Summary

Flux Power Holdings, Inc. filed an S-1/A on October 10, 2025, primarily to include language for automatic effectiveness of its registration statement. The filing details recent unregistered securities sales, including a September 15, 2025, private placement generating approximately $5.0 million from prefunded warrants to purchase 258,144 shares and warrants to purchase 1,214,769 shares. These were sold at $19.369 per warrant to accredited investors, including CEO Krishna Vanka and CFO Kevin Royal. On November 2, 2023, the company issued warrants for 41,196 shares to Cleveland Capital, L.P. as consideration for a $2,000,000 line of credit. Additionally, on July 20, 2023, 16,022 restricted shares were issued via a cashless exercise. The total estimated expenses for the offering are $626,475.78, with legal fees accounting for $455,000 and accounting fees for $70,000. The company also outlined its indemnification policies for directors and officers under Nevada law and its corporate charter.

Why It Matters

This S-1/A filing provides crucial transparency into Flux Power's recent capital-raising activities, specifically a $5.0 million private placement that included participation from key executives and directors. For investors, understanding the terms of these unregistered securities and the involvement of insiders is vital for assessing dilution risk and management's commitment. The detailed expense breakdown for the offering, totaling $626,475.78, also offers insight into the costs associated with public offerings. In a competitive market for battery solutions, efficient capital allocation and clear governance, including indemnification policies, are critical for attracting and retaining investor confidence.

Risk Assessment

Risk Level: medium — The risk level is medium due to the significant issuance of prefunded warrants and common stock warrants, totaling 258,144 and 1,214,769 shares respectively, in a private placement on September 15, 2025. This could lead to substantial dilution for existing shareholders upon exercise. Additionally, the participation of company affiliates, including CEO Krishna Vanka and CFO Kevin Royal, in this private offering, while demonstrating insider confidence, also raises questions about the fairness of terms compared to a public offering.

Analyst Insight

Investors should carefully evaluate the potential dilutive impact of the recently issued prefunded warrants and common stock warrants on their holdings. Analyze the exercise prices of these warrants ($0.001 for prefunded, $1.715 for common) against the current market price of FLUX to gauge future share count increases. Consider the implications of insider participation in the private placement for long-term governance and alignment of interests.

Key Numbers

• $5.0 million — gross proceeds (from September 15, 2025, private placement of prefunded and common warrants)
• 258,144 — prefunded warrants (shares purchasable from September 15, 2025, private placement)
• 1,214,769 — common stock warrants (shares purchasable from September 15, 2025, private placement)
• $19.369 — purchase price per warrant (for prefunded and common warrants in September 15, 2025, private placement)
• $0.001 — exercise price per share (for Series A Convertible Preferred Stock from prefunded warrants)
• $1.715 — initial exercise price per share (for common warrants from September 15, 2025, private placement)
• $2,000,000 — line of credit (provided by Cleveland Capital, L.P. on November 2, 2023)
• 41,196 — warrants issued (to Cleveland Capital, L.P. on November 2, 2023, for line of credit)
• $3.24 — exercise price per share (for warrants issued to Cleveland Capital, L.P. on November 2, 2023)
• $626,475.78 — total estimated offering expenses (including legal and accounting fees)

Key Players & Entities

• Flux Power Holdings, Inc. (company) — registrant
• Krishna Vanka (person) — Chief Executive Officer and director of Flux Power Holdings, Inc.
• Kevin Royal (person) — Chief Financial Officer of Flux Power Holdings, Inc.
• Jeffrey Mason (person) — Chief Operating Officer of Flux Power Holdings, Inc.
• Dale Robinette (person) — director of Flux Power Holdings, Inc.
• Michael Johnson (person) — director of Flux Power Holdings, Inc.
• Cleveland Capital, L.P. (company) — accredited investor and lender
• U.S. Securities and Exchange Commission (regulator) — filing authority
• Nevada (regulator) — state of incorporation and governing law for indemnification
• Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP (company) — legal counsel

FAQ

Risk Factors

• Automatic Effectiveness of Registration Statement [medium — regulatory]: The company is filing an S-1/A primarily to include language for automatic effectiveness of its registration statement under Rule 473(b). This means the registration statement will become effective 20 days after the filing of Amendment No. 1, unless the SEC resumes full operations and requests a delay. This process is intended to expedite the offering process.
• Recent Unregistered Securities Sales [medium — financial]: Flux Power has recently engaged in unregistered securities sales, including a private placement on September 15, 2025, that generated approximately $5.0 million from prefunded warrants and common stock warrants. These were sold at $19.369 per warrant to accredited investors, including key executives. Additionally, warrants were issued to Cleveland Capital, L.P. for a $2,000,000 line of credit.
• Significant Offering Expenses [low — financial]: The total estimated expenses for the current offering are $626,475.78. Legal fees constitute a substantial portion at $455,000, with accounting fees at $70,000. These expenses represent a significant cost associated with capital raising activities.
• Indemnification of Directors and Officers [low — legal]: The company's charter and bylaws, along with Nevada law (NRS 78.138, 78.7502, 78.751, 78.752), provide broad indemnification for directors and officers against liabilities incurred in their capacities, provided they acted in good faith. This includes mandatory indemnification in certain circumstances and the possibility of advancing expenses. The company also maintains D&O insurance.

Industry Context

Flux Power Holdings, Inc. operates in the energy storage and battery technology sector, which is experiencing rapid growth driven by demand for electric vehicles, renewable energy integration, and industrial applications. The competitive landscape includes established battery manufacturers and emerging technology companies, all vying for market share and technological innovation. Key trends include advancements in battery chemistry, cost reduction, and the development of more sustainable and efficient energy storage solutions.

Regulatory Implications

The company's reliance on unregistered securities sales and the filing of an S-1/A for automatic effectiveness highlight its ongoing efforts to comply with securities regulations while raising capital. The broad indemnification provisions for directors and officers, as permitted by Nevada law, are standard but underscore the importance of good corporate governance and risk management for public companies.

What Investors Should Do

1. Monitor the automatic effectiveness of the registration statement and the subsequent offering details.
2. Evaluate the impact of recent unregistered securities sales on the company's capital structure and shareholder equity.
3. Review the company's expense structure related to capital raising activities.

Key Dates

• 2025-10-10: Filing of S-1/A Amendment No. 1 — This filing is to enable automatic effectiveness of the registration statement, allowing for a more streamlined offering process.
• 2025-09-15: Private Placement of Prefunded and Common Warrants — Raised approximately $5.0 million from accredited investors, including key executives, indicating continued capital raising efforts.
• 2023-11-02: Issuance of Warrants for Line of Credit — Granted warrants to Cleveland Capital, L.P. as consideration for a $2,000,000 line of credit, demonstrating access to debt financing.
• 2023-07-20: Issuance of Restricted Shares via Cashless Exercise — Issued 16,022 restricted shares, indicating equity-based compensation or transactions.

Glossary

S-1/A

An amendment to a registration statement filed on Form S-1 with the U.S. Securities and Exchange Commission (SEC). It is used to provide updated information or make corrections to an initial filing. (This is the primary filing document being analyzed, detailing the company's intent to register securities and related offering information.)

Prefunded Warrants

Warrants that allow the holder to purchase shares at a nominal exercise price, often used in private placements to avoid immediate dilution and provide a more immediate economic interest for investors. (These were part of the recent private placement, indicating a specific structure for investor participation.)

Accredited Investors

Individuals or entities that meet certain income or net worth thresholds, or are otherwise deemed sophisticated by the SEC, allowing them to participate in private placements of securities without the full registration process. (The private placement was conducted with accredited investors, which is a common practice for unregistered offerings.)

Line of Credit

An arrangement between a financial institution and a borrower that allows the borrower to draw funds up to a certain amount, repay them, and then draw them again. (The company secured a $2,000,000 line of credit, indicating a source of flexible financing.)

Cashless Exercise

A method of exercising stock options or warrants where the holder does not pay cash for the shares. Instead, the cost of the shares is deducted from the value of the shares received. (Used for the issuance of 16,022 restricted shares, suggesting a non-cash transaction for equity.)

Indemnification

A provision where one party agrees to protect another party from liability or damages. In a corporate context, it often refers to protecting directors and officers from personal liability. (The filing details the company's policies and legal framework for indemnifying its directors and officers.)

Nevada Revised Statutes (NRS)

The codified laws of the state of Nevada. Specific sections are cited regarding corporate governance and director/officer liability. (Governs the company's corporate structure and the extent to which directors and officers can be indemnified.)

Automatic Effectiveness

A provision under SEC rules (Rule 473(b)) that allows a registration statement to become effective automatically after a specified period (typically 20 days) following the filing of an amendment, without explicit SEC approval. (The primary purpose of this S-1/A filing is to enable automatic effectiveness for the registration statement.)

Year-Over-Year Comparison

This filing is an amendment to a registration statement, not a periodic financial report like a 10-K or 10-Q, so direct year-over-year comparisons of financial metrics such as revenue growth or margins are not applicable. The primary focus of this S-1/A is procedural, enabling the automatic effectiveness of a registration statement and disclosing recent capital-raising activities, including unregistered securities sales and associated expenses. It does not provide historical financial performance data for comparison.

Key Financial Figures

• $19.369 — mmon Stock at a purchase price equal to $19.369 per warrant for gross proceeds of appro
• $5.0 million — ant for gross proceeds of approximately $5.0 million. The Purchase Price was paid in cash or
• $0.001 — Convertible Preferred Stock, par value $0.001 per share (the "Series A Preferred Stoc
• $1.715 — arrant has an initial exercise price of $1.715 and is immediately exercisable. The pre
• $2,000,000 — ion for the Lender's commitment under a $2,000,000 line of credit provided pursuant to a C
• $3.24 — exercisable, have an exercise price of $3.24 per share, and will expire five years f
• $4.00 — rcise was based on an exercise price of $4.00 per share of Common Stock and the Compa

Filing Documents

• forms-1a.htm (S-1/A) — 156KB
• 0001493152-25-017786.txt ( ) — 157KB

From the Filing

As filed with the U.S. Securities and Exchange Commission on October 10, 2025. Registration No. 333-290680 UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION 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 (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 McDonald Carano LLP 100 W. Liberty Street, Tenth Floor, Reno, NV 89501 (775) 788-2000 Jonathan Zimmerman Jeffrey A. Sherman Faegre Drinker Biddle & Reath LLP 2200 Wells Fargo Center, 90 South Seventh Street Minneapolis, MN 55402 (612) 776-7000 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 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 Registration Statement shall hereafter become effective in accordance with the provisions of Section 8(a) of the Securities Act of 1933. 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. EXPLANATORY NOTE This Amendment No. 1 (“Amendment No. 1”) to the Registration Statement on Form S-1 (File No. 333-290680) of Flux Power Holdings, Inc. (the “Registration Statement”) is being filed solely for the purpose of including language provided by Rule 473(b) of the Securities Act of 1933 for the automatic effectiveness of the Registration Statement 20 days following the filing of Amendment No. 1. This Amendment No. 1 does not modify any provision of the prospectus that forms a part of the Registration Statement. Accordingly, a preliminary prospectus has been omitted. P ART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 13. Other Expenses of Issuance and Distribution. The following table indicates the expenses to be incurred in connection with the offering described in this registration statement, all of which will be paid by us. All amounts are estimated except the SEC registration fee and the FINRA filing fee. SEC registration fee $ 1,905.78 FINRA filing fee $ 2,570 Accounting fees and expenses $ 70,000 Legal fees and expenses $ 455,000 Transfer agent's and registrar's fees and expenses $ 25,500 Printing and engraving expenses $ 46,500 Miscellaneous fees $ 25,000 Total $ 626,475.78 Item 14. Indemnification of Directors and Officers. We are a corporat

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