true FY 0001083743

 0001083743

 2024-07-01
 2025-06-30

 0001083743

 2024-12-31

 0001083743

 2025-09-12

 UNITED STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM 10-K/A

 (Amendment
No. 1)

 ANNUAL
 REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended June 30, 2025

 TRANSITION
 REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

 Commission
File Number: 001-31543

 FLUX
POWER HOLDINGS, INC.

 (Exact
name of registrant as specified in its charter)

 Nevada

 92-3550089

 (State
 or other jurisdiction of

 (I.R.S.
 Employer

 incorporation
 or organization)

 Identification
 Number)

 2685
 S. Melrose Drive, Vista, California

 92081

 (Address
 of principal executive offices)

 (Zip
 Code)

 877 - 505-3589

 (Registrant's
telephone number, including area code)

 Securities
registered pursuant to Section 12(b) of the Act:

 Title
 of Each Class

 Trading
 Symbol(s)

 Name
 of each exchange on which registered

 Common
 Stock, par value $0.001 per share

 FLUX

 Nasdaq
 Capital Market

 Securities
registered pursuant to Section 12(g) of the Act: None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 Yes
 No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

 Yes
 No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.

 Yes
 No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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. (Check one):

 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 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 Yes
 No

 The
aggregate market value of voting and non-voting common stock held by non-affiliates of the registrant as of December 31, 2024 (the last
business day of the registrant's most recently completed second fiscal quarter) was approximately $ 19,565,000.

 As
of September 12, 2025, there were 16,835,698 shares of registrant's common stock outstanding.

 DOCUMENTS
INCORPORATED BY REFERENCE

 None.

 Explanatory Note

 This
Amendment No. 1 on Form 10-K/A (this "Amendment") amends the Annual Report on Form 10-K of Flux Power Holdings, Inc. for
the year ended June 30, 2025, originally filed with the U.S. Securities and Exchange Commission ("SEC") on September 17,
2025 (the "Original Filing").

 We
are filing this Amendment to amend Part III of the Original Filing to include the information required by and not included in Part III
of the Original Filing because we did not file our definitive proxy statement within 120 days of the end of our fiscal year ended June
30, 2025. In connection with the filing of this Amendment and pursuant to the rules of the SEC, we are including with this Amendment
new certifications of our principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002. Accordingly, Item 15 of Part IV and the Exhibit Index has also been amended to reflect the filing of these new certifications.
Because no financial statements have been included in this Amendment, we are not including new certifications pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.

 The
reference on the cover page of the Original Filing to the incorporation by reference of our definitive proxy statement into Part III
of the Original Filing is hereby deleted.

 Except
for the Cover Page, Part III, Part IV, Item 15 and the Exhibit Index, no other changes are made to the Original Filing. The Original
Filing continues to speak as of the date of the Original Filing. Unless expressly stated, this Amendment does not reflect events occurring
after the filing of the Original Filing, nor does it modify or update in any way the disclosures contained in the Original Filing. Accordingly,
this Amendment should be read in conjunction with the Original Filing and our other filings with the SEC.

 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").

 PART
III

 ITEM
10 - DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 The
following table and text set forth the names and ages of our current directors, executive officers and significant employees as of November
10, 2025. 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

 Krishna Vanka (1)

 Director, Chief Executive Officer
 and President

 Chief Financial Officer and Secretary

 Jeffrey C. Mason (2)

 Chief Operating Officer

 Dale T. Robinette (3)
 (5)

 Michael Johnson

 Lisa Walters-Hoffert (3)
 (4)

 Mark F. Leposky (3)
 (6)

 (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)

 Chairperson
 of the Audit Committee, Member of the Compensation Committee and the Nominating and Governance Committee.

 (5)

 Chairman
 of the Board, Chairperson of the Compensation Committee, Member of the Audit 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. 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.

 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).

 Jeffrey
C. Mason, Chief Operating Officer. Mr. Mason served as the Director of Manufacturing of the Company from January 2021 to December
2021, Vice President of Operations from December 2021 to July 2025 and Chief Operating Officer since August 2025. 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.

 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 Dar 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 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 Jos, 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 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 Mr. Leposky's extensive executive experience within the 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 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
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.

 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.

 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 the 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 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.

 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, qualifies as an audit committee financial expert within the meaning of SEC regulations. Ms. Walters-Hoffert is the
Chairperson of the Audit Committee and audit committee financial expert and Messrs. Robinette and Leposky serve as 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.

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
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").

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.

 Delinquent
Section 16(a) Reports

 Section
16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors and persons who own more than
10% of a registered class of our equity securities, to file with the SEC initial statements of beneficial ownership, reports of changes
in ownership and Annual Reports concerning their ownership, of common stock and other of our equity securities on Forms 3, 4, and 5,
respectively. Executive officers, directors and greater than 10% stockholders are required by SEC regulations to furnish us with copies
of all Section 16(a) reports they file. Based solely on our review of Forms 3, 4 and 5 and amendments thereto filed electronically with
the SEC during the most recent fiscal year, we believe that all reports required by Section 16(a) for transactions in the fiscal year
ended June 30, 2025 were timely filed.

 ITEM
11 - EXECUTIVE 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

 Year

 Salary

 ($)

 Bonus
 ($)

 Stock
 Awards

 ($)

 Option
 Awards (1)

 ($)

 Non-Equity
 Incentive Plan

 ($)

 All
 Other

 ($)

 Total
 ($)

 Krishna
 Vanka (2)

 2025

 $

 $
 –

 $
 –

 $
 –

 $
 –

 $
 –

 $

 Chief Executive Officer and President

 Ronald F. Dutt (3)

 2025

 $

 $
 –

 $
 –

 $
 –

 $
 –

 $
 –

 $

 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

 Salary
 for

 2024

 Salary
 for

 2025

 Ronald F. Dutt

 Former Chief Executive Officer

 $
 375,000

 $

 Chief Financial Officer

 $
 205,200

 $
 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").

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 bonus targets under the 2025 Bonus for the following executive officers.

 Name

 Maximum

 Payout (1)

 Ronald F. Dutt

 Chief Executive Officer

 $

 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.

Incentive Awards

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

 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

 Chief Financial Officer

 55,000

 Annually over 3 years from the date of grant

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

 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
 ($)

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

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

 Jeffrey C. Mason (1)

 10/31/22

 10/31/32

 17,493

 17,493

 –

 $
 3.43

 –

 –

 –

 –

 10/20/23

 10/20/33

 8,746

 36,625

 –

 $
 3.36

 –

 –

 –

 –

 Kevin S. Royal (2)

 3/4/24

 3/4/34

 18,331

 36,669

 –

 $
 5.00

 –

 –

 –

 –

 (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.

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 10,000,000 shares of our common 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 100,192 stock options under the 2014 Plan during fiscal 2024. We granted 51,171 restricted stock units under the 2014 Plan
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 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 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

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 following 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, vesting of Time RSUs and any PSUs, for which the performance criteria are satisfied,
will be accelerated. 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.

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.

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 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.

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

 ($)

 Total

 ($)

 Lisa Walters-Hoffert

 $
 62,500

 $
 80,000

 $
 -

 $
 142,500

 Dale Robinette

 $
 81,250

 $
 80,000

 $
 -

 $
 161,250

 Michael Johnson

 $

 $
 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

 Stock
 Options

 RSUs

 Lisa Walters-Hoffert

 3,948

 Dale Robinette

 3,948

 Michael Johnson

 9,948

 Mark F. Leposky

 –

 Non-Employee
Director Compensation Policy

 Cash

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:

 Annual
 Retainer

 Board Member

 $

 plus (as applicable):

 Chairman of the Board

 $
 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

 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.

 Pay
versus Performance

 As
required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are
providing the following information about the relationship between executive compensation actually paid and the Company's financial
performance.

 Required
Tabular Disclosure of Compensation Actually Paid versus Performance

 The
following tables and related disclosures provide information about (i) the total compensation of our principal executive officer ("PEO")
and (on average) of our non-PEO Named Executive Officers (collectively, the "NEOs") as presented in the "Summary Compensation
Table" (the "SCT") section above, (ii) the "compensation actually paid" ("CAP") to our PEO
and our and non-PEO NEOs, as calculated pursuant to Item 402(v), (iii) certain financial performance measures, and (iv) the relationship
of the CAP to those financial performance measures.

 Year

 Table
 Total

 for

 PEO
 1 -

 Vanka (1)

 Table

 Total
 for

 PEO
 2 – Dutt (1)

 Actually

 Paid
 to

 PEO 1 -
 Vanka (2)

 Actually

 Paid
 to

 PEO
 2 –

 Dutt (2)

 Table

 Total

 for

 Non-PEO

 Named

 Executive

 Officers (3)

 Actually
 Paid to Non-PEO

 Named
 Executive

 Officers (2)

 Value
 of

 Initial
 Fixed

 $100

 Investment

 Based
 on

 Total

 Shareholder

 Return (4)

 Net
 Loss (in

 million(s)) (5)

 (a)

 (b)

 (b)

 (c)

 (c)

 (d)

 (e)

 (f)

 (g)

 2025

 $

 $

 $

 $
 (30,186
)

 $
 308,550

 $
 242,742

 $
 62.9

 $
 6.7

 2024

 —

 859,155

 —

 751,681

 406,557

 329,546

 129.6

 8.3

 2023

 —

 667,777

 —

 677,665

 362,573

 371,343

 179.6

 7.7

 (1)
 The
 dollar amounts reported in column (b) are the amounts of total compensation reported for
 Mr. Vanka (our current Chief Executive Officer since March 10, 2025) ("PEO 1")
 and Mr. Dutt (our former Chief Executive Officer who retired from that position on March
 10, 2025) ("PEO 2"), respectively, for each corresponding year in the "Total"
 column of the SCT.

 (2)
 The
 dollar amounts reported in column (c) represent the amount of CAP to Mr. Vanka and Mr. Dutt,
 respectively, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts
 reported in column (e) represent the average amount of CAP to the NEOs as a group (excluding,
 in the case of 2025, Mr. Vanka and Mr. Dutt, and in the case of 2024 and 2023, Mr. Dutt),
 as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect
 compensation actually earned, realized or received by the Company's NEOs. CAP reflects
 the exclusions and inclusions of certain amounts for the PEOs and the non-PEO NEOs as set
 forth below. Equity values are calculated in accordance with FASB ASC Topic 718.

 Reconciliation
of Total Compensation per SCT to CAP is as follows:

 Year 2025

 Year 2024

 Year 2023

 PEO
 1 -

 Vanka

 PEO
 2 -

 Dutt

 for
 Non-PEO

 NEOs

 PEO
 2 -

 Dutt

 for
 Non-PEO

 NEOs

 PEO
 2 -

 Dutt

 for
 Non-PEO

 NEOs

 Summary Compensation
 Table Total

 $

 $

 $
 308,550

 $
 859,155

 $
 406,557

 $
 667,777

 $
 362,573

 Deduction Amounts Reported under the "Stock
 Awards" and "Option Awards" in the SCT

 —

 —

 —

 (484,155
)

 (136,490
)

 (230,542
)

 (110,511
)

 Add the fair value as of the end of the covered
 fiscal year of all awards granted during the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal
 year

 —

 —

 —

 485,539

 96,831

 256,560

 122,982

 Add the amount equal to the change as of the
 end of the covered fiscal year (from the end of the prior fiscal year) in fair value (whether positive or negative) of any awards
 granted in any prior fiscal year that are outstanding and unvested as of the end of the covered fiscal year

 —

 —

 (54,312
)

 (81,391
)

 (11,182
)

 8,022

 6,456

 Add the amount equal to the change as of the
 vesting date (from the end of the prior fiscal year) in fair value (whether positive or negative) of any awards granted in any prior
 fiscal year for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal year

 (7,650
)

 (11,496
)

 (27,467
)

 (26,170
)

 4,784

 2,011

 Subtract, for any awards
 granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered fiscal year, the amount equal
 to the fair value at the end of the prior fiscal year

 —

 (408,786
)

 —

 —

 —

 (28,946
)

 (12,168
)

 Compensation Actually
 Paid

 $

 $
 (30,186
)

 $
 242,742

 $
 751,681

 $
 329,546

 $
 677,655

 $
 371,343

 (3)

 Mr.
 Charles A. Scheiwe, our former Chief Financial Officer, and Mr. Mason comprised the non-PEO NEOs for fiscal year ended June 30, 2023.
 On March 1, 2024, Mr. Scheiwe stepped down as the Company's Chief Financial Officer and Corporate Secretary. For purposes of
 this disclosure, the non-PEOs for fiscal year ended June 30, 2024 comprised of Mr. Schiewe, Mr. Royal and Mr. Mason. Mr. Mason and
 Mr. Royal comprised the non-PEO NEOs for fiscal year ended June 30, 2025.

 (4)

 Represents
 Total Shareholder Return ("TSR") calculated for each fiscal year representing overall appreciation in $100 of investment
 in the Company stock during the respective one-year period.

 (5)

 Amounts
 represent the net loss reflected in the Company's consolidated audited financial statements for the applicable fiscal year.

 Required
Disclosure of the Relationship Between Compensation Actually Paid And Financial Performance Measures

 As
required by Item 402(v) of Regulation S-K, we are providing the following information to illustrate the relationship between the pay
and performance figures that are included in the pay versus performance tabular disclosure above. As noted above, CAP for purposes of
the tabular disclosure was calculated in accordance with SEC rules and does not fully represent the actual final amount of compensation
earned by or actually paid to our NEOs during the applicable fiscal years. Under Item 402(v)(8), smaller reporting companies must provide
this relationship description for the following performance measures:

 Cumulative
 TSR for the Company shown in column (f); and

 The
 Company's net income (loss) shown in column (g).

 We
utilize certain performance measures to align executive compensation with our performance. Part of the compensation our NEOs are eligible
to receive consists of annual cash bonuses which are designed to provide appropriate incentives to our executives to achieve defined
annual corporate goals and to reward our executives for individual achievement of performance objectives. We also view stock options,
which are an integral part of our executive compensation program, as related to company performance although not directly tied to TSR,
because they provide value only if the market price of our common stock increases, and if the executive officer continues in our employment
over the vesting period. These stock option awards strongly align our executive officers' interests with those of our stockholders
by providing a continuing financial incentive to maximize long-term value for our stockholders and by encouraging our executive officers
to continue in our employment for the long-term.

Actually Paid and Cumulative TSR

 The
following graph sets forth the relationship between CAP to our PEO, the average of CAP to our other NEOs, and our cumulative TSR during
the applicable year over the three fiscal-year period from 2023 through 2025:

Actually Paid and Net Income (Loss)

 The
following graph sets forth the relationship between CAP to our PEO, the average of CAP to our other NEOs, and our net income (loss) during
the applicable year over the three fiscal-year period from 2023 through 2025:

 All
information provided above under the "Pay Versus Performance" heading will not be deemed to be incorporated by reference
into any of our filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof
and irrespective of any general incorporation language in any such filing, except to the extent we specifically incorporate such information
by reference.

 ITEM
12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 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 November 10, 2025, we had a total of 21,340,135 shares of common
stock issued and outstanding.

 The
following table sets forth, as of November 10, 2025, information concerning the beneficial ownership of shares of our common 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 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 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 stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of
common stock, except as otherwise indicated.

 Name
 and Address of Beneficial Owner (1)

 Shares
 Beneficially

 Owned

 %
 of
 Ownership

 Officers and Directors

 Michael Johnson,

 4,542,926
 (2)

 21.0
 %

 Krishna Vanka, Chief Executive
 Officer, President, and Director

 36,450
 (3)

 *

 Kevin S. Royal, Chief Financial
 Officer and Secretary

 25,629
 (4)

 *

 Jeffrey C. Mason, Chief
 Operating Officer

 78,283
 (5)

 *

 Mark F. Leposky, Director

 17,057
 (6)

 *

 Lisa Walters-Hoffert, Director

 48,055
 (7)

 *

 Dale Robinette, Director

 78,484
 (8)

 *

 All Officers and Directors
 as a group (7 people)

 4,826,884

 22.1
 %

 5% Stockholders

 Esenjay Investments LLC

 4,148,680
 (2)

 19.4
 %

 Cleveland Capital Management
 L.L.C.

 2,790,984
 (9)

 12.3
 %

 1250 Linda Street, Suite

 Rocky River, OH 44116

 Formidable Asset Management, LLC

 3,638,674
 (10)

 16.8
 %

 221 E Fourth Street,
 Suite 2700

 Cincinnati OH 45202

 Heights Capital Management, Inc.

 1,200,000
 (11)

 5.6
 %

 101 California Street,
 Suite 3250

 San Francisco, California
 94111

 *

 Represents
 less than 1% of shares outstanding.

 (1)

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

 (2)

 (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) 4,148,680 shares of common stock held by Esenjay Investments LLC, of which Mr. Johnson is the sole director
 and beneficial owner, and (v) 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. 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)

 (i) 18,331 shares of common stock issuable upon exercise of stock options 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) 62,858 shares of common stock issuable upon exercise of stock options within 60 days, (iii) 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 (iv) 2,433 shares of common stock issuable upon the exercise of 2,433 Common Warrants.

 (6)

 17,057 shares of common stock.

 (7)

 44,107 shares of common stock and 3,948 shares of common stock issuable upon exercise of stock options.

 (8)

 (i) 56,311 shares of common stock, (ii) 3,948 shares of common stock issuable upon exercise of stock options within 60 days, (iii)
 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 (iv) 6,075 shares of common stock issuable upon the exercise of 6,075 Common Warrants.

 (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, and additional
 information provided by Cleveland to the Company as of September 26, 2025. Reflects 1,431,184 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. and (iv) 98,796 shares of common stock issuable
 upon exercise of warrants held by Cleveland Capital L.P. 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 and additional information available to
 the Company from the Private Placement (as defined herein). Includes (i) 548,226 shares of common stock held by Formidable Asset
 Management, LLC, (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, (iii) 242,899 shares of common stock issuable upon the conversion
 of 25,809 shares of Series A Preferred Stock issuable upon the exercise of 25,809 Prefunded Warrants held by certain accounts managed
 by Formidable Asset Management, LLC and (iv) 121,450 shares of common stock issuable upon the exercise of 121,450 Common Warrants
 held by certain accounts managed by Formidable Asset Management, LLC.

 (11)

 Based
 on Schedule 13G filed jointly by Heights Capital Management, Inc. and CVI Investments, Inc. with the SEC on November 5, 2025. Reflects
 1,200,000 shares of common stock held by CVI Investments, Inc. Heights Capital Management, Inc., which serves as the investment manager
 to CVI Investments, Inc. and as such may exercise voting and dispositive power over the shares reported as beneficially owned by
 CVI Investments, Inc., may be deemed to be the beneficial owner of all shares owned by CVI Investments, Inc. Each of Heights Capital
 Management, Inc. and CVI Investments, Inc. disclaims any beneficial ownership of any such shares, except for their pecuniary interest
 therein. The principal business address for CVI Investments, Inc. is P.O. Box 309GT, Ugland House, South Church Street, George Town,
 Grand Cayman, KY1-1104, Cayman Islands.

Compensation Plan Information

 For
equity compensation plan information, see "Equity Compensation Plan Information" in Part II, Item 5 of the Original Filing,
which is incorporated herein by reference.

 ITEM
13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

 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."

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 Capital L.P. ("Cleveland"
or the "Lender"), 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 ("Subordinated LOC"). 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 (the "Revolving
Note").

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 Revolving
Note, by giving notice to Cleveland of the amount to be requested to be drawn down. Subject to the Subordination Agreement, the Revolving
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 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 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 a First Amendment to the Subordinated Unsecured Promissory Note ("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.

 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 (the "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 Convertible Preferred
Stock, par value $0.001 per share (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 stock issuable upon conversion of the Series A Preferred Stock (the "Common
Warrants," and together with the Prefunded Warrants, the "Warrants"). On September 15, 2025, the Company entered into
an amended and restated securities purchase agreement (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 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 "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. 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.

 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.

 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 volume weighted average price ("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.

 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 Purchase Agreement, the Company agreed to enter into a registration rights agreement with the
Purchasers, pursuant to which the Company agreed to 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. The Company filed the registration statement in October
2025, which became effective in November 2025.

 ITEM
14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES

 Independent
Auditor for Fiscal Years 2025 and 2024

 For
the fiscal year ended June 30, 2024, the Company's independent public accounting firm was Baker Tilly US, LLP ("Baker Tilly").
For the year ended June 30, 2025, the Company's independent public accounting firm was Haskell & White LLP ("H&W").

 Fees
Paid to Principal Independent Registered Public Accounting Firm

 The
aggregate fees billed by our Independent Registered Public Accounting Firms, for the fiscal years ended June 30, 2025 and 2024 are as
follows:

 2025

 2024

 Audit fees (1)

 303,000

 833,000

 Audit related fees (2)

 —

 —

 Tax fees (3)

 —

 —

 All
 other fees (4)

 —

 —

 Total

 303,000

 833,000

 (1)

 Audit
 fees represent fees for professional services provided in connection with the audit of our annual financial statements and the review
 of our quarterly financial statements and those services normally provided in connection with statutory or regulatory filings or
 engagements including comfort letters, consents and other services related to SEC matters. This information is presented as of the
 latest practicable date for this annual report.

 (2)

 Audit-related
 fees represent fees for assurance and related services that are reasonably related to the performance of the audit or review of our
 financial statements and not reported above under "Audit Fees."

 (3)

 Neither
 Baker Tilly nor H&W provided us with tax compliance, tax advice or tax planning services.

 (4)

 All
 other fees include fees billed by our independent auditors for products or services other than as described in the immediately preceding
 three categories. No such fees were incurred during the fiscal years ended June 30, 2025 or 2024.

 Policy
on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

 Our
audit committee's policy is to pre-approve all audit and permissible non-audit services provided by our independent registered
public accounting firm, the scope of services provided by our independent registered public accounting firm and the fees for the services
to be performed. These services may include audit services, audit-related services, tax services and other services. Pre-approval is
detailed as to the particular service or category of services and is generally subject to a specific budget.

 Our
independent registered public accounting firm and management are required to periodically report to the audit committee regarding the
extent of services provided by our independent registered public accounting firm in accordance with this preapproval, and the fees for
the services performed to date.

 All
of the services relating to the fees described in the table above were approved by our audit committee.

 PART
IV

 ITEM
15 - EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 Financial
Statements

 Reference
is made to the Index to Financial Statements under Part II, Item 8 of the Original Filing.

 Financial
Statement Schedules

 All
schedules have been omitted because the required information is included in the financial statements or notes thereto or because they
are not required.

 Exhibits

 The
exhibits required by Item 601 of Regulation S-K are listed in subparagraph (b) below.

 (b)
The following exhibits are filed as part of this Report

 Exhibit

 No.

 Description

 2.1

 Securities
 Exchange Agreement dated May 18, 2012. Incorporated by reference to Exhibit 2.1 on Form 8-K filed with the SEC on May 24, 2012.

 2.2

 No. 1 to the Securities Exchange Agreement dated June 13, 2012. Incorporated by reference to Exhibit 2.2 on Form 8-K filed with the
 SEC on June 18, 2012.

 3.1

 Second
 Amended and Restated Articles of Incorporation. Incorporated by reference to Exhibit 3.1 on Form 8-K filed with the SEC on September
 15, 2025.

 3.2

 Amended
 and Restated Bylaws of Flux Power Holdings, Inc. Incorporated by reference to Exhibit 3.1 on Form 8-K filed with the SEC on May 31,
 2012.

 4(vi)**

 Description
 of Securities. Incorporated by reference to Exhibit 4(vi) to Form 10-K filed with the SEC on September 17, 2025.

 4.1

 Form
 of Warrant. Incorporated by reference to Exhibit 4.1 on Form 8-K filed with the SEC on September 23, 2021.

 4.2

 Form
 of Warrant Certificate. Incorporated by reference to Exhibit 4.1 on Form 8-K filed with the SEC on May 13, 2022.

 4.3

 Warrant
 to Purchase Stock issued to Silicon Valley Bank, dated June 23, 2022. Incorporated by reference to Exhibit 4.1 on Form 8-K filed
 with the SEC on June 28, 2022.

 4.4

 Form
 of Warrant. Incorporated by reference to Exhibit 4.1 on Form 8-K filed with the SEC on November 3, 2023.

 4.5

 Form
 of Prefunded Warrant (PIPE). Incorporated by reference to Exhibit 4.1 on Form 8-K filed with the SEC on September 16, 2025.

 4.6

 Form
 of Common Warrant (PIPE). Incorporated by reference to Exhibit 4.2 on Form 8-K filed with the SEC on September 16, 2025.

 10.1#

 Form
 of Indemnification Agreement. Incorporated by reference to Exhibit 10.1 on Form 8-K filed with the SEC on April 9, 2019.

 10.2

 Lease
 Agreement dated April 25, 2019. Incorporated by reference to Exhibit 10.1 on Form 8-K filed with the SEC on April 30, 2019.

 10.3

 First
 Amendment to Standard Industrial/Commercial Multi-Tenant Lease with Accutek dated March 1, 2020. Incorporated by reference to Exhibit
 10.1 on Form 8-K filed with the SEC on March 5, 2020.

 10.4

 Form
 of Representative Warrant. Incorporated by reference to Exhibit 10.1 on Form 10-Q filed with the SEC on November 12, 2020.

 10.5#

 Flux
 Power Holdings, Inc. 2010 Stock Plan: Form of Stock Option Agreement. Incorporated by reference to Exhibit 10.6 on Form 8-K filed
 with the SEC on June 18, 2012.

 10.6#

 2014
 Equity Incentive Plan. Incorporated by reference to Exhibit 10.23 on Form 10-Q filed with the SEC on May 15, 2015.

 10.7#

 to the Flux Power Holdings Inc. 2014 Equity Incentive Plan. Incorporated by reference to Exhibit 10.20 on Form 10-K filed with the
 SEC on September 27, 2018.

 10.8#

 No. 2 to the Flux Power Holdings Inc. 2014 Equity Incentive Plan Incorporated by reference to Exhibit 10.1 on Form 8-K filed with
 the SEC on November 9, 2020.

 10.9#

 Form
 of Restricted Stock Unit Award Agreement. Incorporated by reference to Exhibit 10.2 on Form 8-K filed with the SEC on November 9,
 2020.

 10.10#

 Form
 of Performance Restricted Stock Unit Award Agreement. Incorporated by reference to Exhibit 10.3 on Form 8-K filed with the SEC on
 November 9, 2020.

 10.11#

 Annual
 Cash Bonus Plan. Incorporated by reference to Exhibit 10.4 on Form 8-K filed with the SEC on November 9, 2020.

 10.12#

 Amended
 and Restated Employment Agreement by and between Flux Power Holdings, Inc. and Ronald F. Dutt. Incorporated by reference to Exhibit
 10.1 on Form 8-K filed with the SEC on February 17, 2021.

 10.13#

 Employment
 Agreement by and between Flux Power Holdings, Inc. and Charles A. Scheiwe. Incorporated by reference to Exhibit 10.2 on Form 8-K
 filed with the SEC on February 17, 2021.

 Exhibit

 No.

 Description

 10.14#

 2021
 Equity Incentive Plan. Incorporated by reference to Exhibit 10.1 on Form 8-K filed with the SEC on May 4, 2021.

 10.15#

 Form
 of Restricted Stock Unit Award Agreement - Non-Executive Director. Incorporated by reference to Exhibit 10.2 on Form 8-K filed with
 the SEC on May 4, 2021.

 10.16#

 Form
 of Performance Restricted Stock Unit Award. Incorporated by reference to Exhibit 10.3 on Form 8-K filed with the SEC on November
 2, 2021.

 10.17

 Flux
 Power Holdings, Inc. 2023 Employee Stock Purchase Plan. Incorporated by reference to Exhibit 10.1 on Form 8-K filed with the SEC
 on April 21, 2023.

 10.18

 Loan
 and Security Agreement. Incorporated by reference to Exhibit 10.1 on Form 8-K filed with the SEC on August 3, 2023.

 10.19

 Intellectual
 Property Security Agreement. Incorporated by reference to Exhibit 10.2 on Form 8-K filed with the SEC on August 3, 2023.

 10.20

 Form
 of Revolving Note. Incorporated by reference to Exhibit 10.3 on Form 8-K filed with the SEC on August 3, 2023.

 10.21

 Amended
 and Restated Annual Bonus Plan. Incorporated by reference to Exhibit 10.1 on Form 8-K filed with the SEC on October 24, 2023.

 10.22

 Credit
 Facility Agreement dated November 2, 2023. Incorporated by reference to Exhibit 10.1 on Form 8-K filed with the SEC on November 3,
 2023.

 10.23

 Form
 of Subordinated Unsecured Promissory Note (Cleveland). Incorporated by reference to Exhibit 10.2 on Form 8-K filed with the SEC on
 November 3, 2023.

 10.24

 No. 2 to Loan and Security Agreement (GBC). Incorporated by reference to Exhibit 10.1 on Form 8-K filed on February 1, 2024.

 10.25#

 Employment
 Agreement (Kevin S. Royal). Incorporated by reference to Exhibit 10.3 on Form 8-K filed on February 23, 2024.

 10.26

 Waiver
 Agreement dated May 8, 2024. Incorporated by reference to Exhibit 10.5 on Form 10-Q filed on May 13, 2024.

 10.27

 No. 3 to Loan and Security Agreement (GBC). Incorporated by reference to Exhibit 10.1 on Form 8-K filed on August 14, 2024.

 10.28

 Waiver
 to Loan and Security Agreement dated August 30, 2024. Incorporated by reference to Exhibit 10.30 on Form 10-K filed on January 29,
 2025.

 10.29

 Waiver
 to Loan and Security Agreement dated January 17, 2025. Incorporated by reference to Exhibit 10.31 on Form 10-K filed on January 29,
 2025.

 10.30

 No. 4 to Loan and Security Agreement (GBC). Incorporated by reference to Exhibit 10.1 on Form 8-K filed on January 28, 2025.

 10.31#

 Executive
 Employment Agreement with Krishna Vanka. Incorporated by reference to Exhibit 10.1 on Form 8-K filed on March 10, 2025.

 10.32#

 to the Amended and Restated Employment Agreement with Ronald F. Dutt. Incorporated by reference to Exhibit 10.2 on Form 8-K filed
 on March 10, 2025.

 10.33#

 Separation
 and Release Agreement with Ronald F. Dutt. Incorporated by reference to Exhibit 10.1 on Form 8-K filed on April 2, 2025.

 10.34#

 Flux
 Power Holdings, Inc. 2025 Equity Incentive Plan. Incorporated by reference to Exhibit 10.1 on Form 8-K filed on May 30, 2025.

 10.35

 Form
 of Settlement Term Sheet. Incorporated by reference to Exhibit 99.1 on Form 8-K filed on July 16, 2025.

 10.36

 No. 5 to Loan and Security Agreement (GBC). Incorporated by reference to Exhibit 10.1 on Form 8-K filed on July 22, 2025.

 10.37

 First
 Amendment to Subordinated Unsecured Promissory Note. Incorporated by reference to Exhibit 10.2 on Form 8-K filed on July 22, 2025.

 10.38

 No. 6 to Loan and Security Agreement (GBC). Incorporated by reference to Exhibit 10.1 on Form 8-K filed on September 5, 2025.

 10.39

 Form
 of Amended and Restated Securities Purchase Agreement. Incorporated by reference to Exhibit 10.1 on Form 8-K filed with the SEC on
 September 16, 2025.

 10.40

 Form
 of Registration Rights Agreement. Incorporated by reference to Exhibit 10.2 on Form 8-K filed with the SEC on September 16, 2025.

 Exhibit

 No.

 Description

 10.41

 Form
 of Escrow Agreement. Incorporated by reference to Exhibit 10.3 on Form 8-K filed with the SEC on September 16, 2025.

 10.42

 Debt
 Satisfaction Agreement. Incorporated by reference to Exhibit 10.4 on Form 8-K filed with the SEC on September 16, 2025.

 14.1

 Code
 of Business Conduct and Ethics. Incorporated by reference to Exhibit 99.4 on Form 8-K filed with the SEC on July 2, 2019.

 19.1

 Insider
 Trading Compliance Program Policy. Incorporated by reference to Exhibit 19.1 to Form 10-K filed with the SEC on January 29, 2025.

 21.1

 Subsidiaries.
 Incorporated by reference to Exhibit 21.1 on Form 8-K filed with the SEC on June 18, 2012.

 23.1**

 Consent of Haskell & White LLP, Independent Registered Public Accounting Firm.

 23.2**

 Consent of Baker Tilly US, LLP, Independent Registered Public Accounting Firm.

 31.1**

 Certifications of the Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act. Incorporated by reference to Exhibit 31.1 to Form 10-K filed with the SEC on September 17, 2025.

 31.2**

 Certifications of the Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act. Incorporated by reference to Exhibit 31.2 to Form 10-K filed with the SEC on September 17, 2025.

 31.3*

 Certifications of the Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act.

 31.4*

 Certifications of the Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act.

 32.1**

 Certifications of the Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act.

 32.2**

 Certifications of the Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act.

 97.1

 Policy for the Recovery of Erroneously Awarded Compensation. Incorporated by reference to Exhibit 97.1 on Form 10-K filed on January 29, 2025.

 101.INS*

 101.SCH*

 101.CAL*

 101.DEF*

 101.LAB*

 101.PRE*

 Cover

 *

 Filed
 herewith.

 **

 Filed
 or furnished with the Original Filing.

 #

 Indicates
 management contract or compensatory plan or arrangement.

 SIGNATURES

to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

 Flux
 Power Holdings, Inc.

 Dated:
 December 10, 2025

 By:

 /s/
 Krishna Vanka

 Krishna
 Vanka

 Chief
 Executive Officer

 (Principal
 Executive Officer)

 By:

 /s/

 Kevin
 S. Royal

 Chief
 Financial Officer

 ( Principal
 Financial Officer)

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

 Signature

 Title

 Date

 /s/
 Krishna Vanka

 Director,
 Chief Executive Officer,

 Krishna
 Vanka

 President
 and Director

 (Principal
 Executive Officer)

 /s/

 Chief
 Financial Officer

 Kevin
 S. Royal

 (Principal
 Financial Officer)

 /s/
 Michael Johnson

 Michael
 Johnson

 /s/
 Mark Leposky

 Mark
 Leposky

 /s/
 Lisa Walters-Hoffert

 Lisa
 Walters-Hoffert

 /s/
 Dale Robinette

 Dale
 Robinette