Flux Power Holdings, Inc. (FLUX) Form 424B3 — Aug 26, 2026
Flux Power Holdings filed Prospectus Supplement No. 2 to register the resale of up to 38,461,538 shares of common stock by Roth Principal Investments under the $40 million Committed Equity Facility signed May 15, 2026. With only 21,621,642 shares outstanding as of August 14, 2026, the resale registration creates a dilution overhang approaching twice the current share count, capped at 4,272,062 shares (19.999%) without stockholder approval. The incorporated fiscal 2026 Form 10-K carries a going-concern qualification: management stated that existing cash of $0.3 million and forecasted resources will not fund planned operations for the next twelve months.
Key figures
- Net Income
- -$7.4 million FY2026 net loss (vs. -$6.7 million FY2025)
- Total Debt
- ~$6.3 million outstanding under GBC Credit Facility as of June 30, 2026
- Cash Position
- $0.3 million as of June 30, 2026 (vs. $1.3 million a year earlier)
- Gross Proceeds
- up to $40,000,000 (Commitment Amount under CEF Purchase Agreement)
- Shares Offered
- 38461538
- Shares Outstanding
- 21621642
- Employees
- 70
- Gbc Maturity
- July 31, 2027
- Commitment Fee
- up to $800,000 plus $25,000 structuring fee
- Last Sale Price
- $0.6669 (Aug 25, 2026)
- Threshold Price
- $0.50 (minimum closing price to draw CEF)
- Gbc Facility Size
- $16.0 million revolving commitment, SOFR + 5.50%
- Commitment Period
- 36 months from June 4, 2026
- Purchase Discount
- 3.0% (Market Open/Intraday) or 5.25% (Pre/Post-Market) off VWAP
- Exchange Cap Shares
- 4272062
- Exchange Cap Percent
- 19.999% of pre-agreement shares outstanding
- Customer Concentration
- two customers = $30,065,000 or 71% of FY2026 revenue
- Nasdaq Deficiency Notice
- July 24, 2026; 180-day compliance period
- Non Affiliate Market Value
- $20,991,000 as of December 31, 2025
- Beneficial Ownership Limit
- 4.99%
AI analysis
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