Business Context and Reporting Period
Company: Flux Power Holdings, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: November 17, 2025
Subject: Regaining compliance with Nasdaq continued listing requirements following a prior deficiency notice regarding stockholders' equity.
Key Financial Metrics
- Stockholders' Equity (as of Sept 30, 2025): ($3.3) million deficit (unaudited).
- Recent Capital Raises (Post-Sept 30, 2025):
- Final proceeds from private placement of warrants: $0.2 million.
- Net proceeds from underwritten public offering of 4,416,000 common shares: Approximately $9.2 million.
- Estimated Stockholders' Equity (as of Nov 17, 2025): Exceeds $2.5 million (unaudited estimate).
- Market Value of Listed Securities: Met the $35 million threshold (Market Equity Requirement) as of October 14, 2025.
Note: This filing does not provide specific revenue, profit, cash flow, or debt figures for the period.
Material Changes
The Company previously received a notice on January 31, 2025, stating non-compliance with the Nasdaq Stockholders' Equity Requirement of $2.5 million. On October 14, 2025, the Company regained compliance by meeting the Market Equity Requirement of $35 million. Subsequent capital raising activities (warrant proceeds and public offering) have increased total stockholders' equity from a $3.3 million deficit to an estimated positive balance exceeding $2.5 million.
Outlook, Risks, and Contingencies
- Monitoring Period: Nasdaq will monitor the Company's compliance with continued listing requirements for one year. Failure to comply during this period may result in a delisting determination.
- Compliance Standards: The Company must continue to meet Rule 5550(a) and at least one standard in Rule 5550(b) (Stockholders' Equity, Market Equity, or Net Income).
- Forward-Looking Statements: The Company provides no assurance it will continue to meet the Market Equity Requirement. The estimated equity figures are unaudited and based on current information; actual results for the fiscal quarter ending December 31, 2025, may vary materially.
Investor Verification Checklist
- Verify the final audited stockholders' equity in the upcoming Form 10-Q for the quarter ended December 31, 2025.
- Monitor the Company's market capitalization to ensure it remains above the $35 million threshold if the Stockholders' Equity Requirement is not met.
- Review the terms of the underwritten public offering and private placement for any dilution impacts or warrant exercise conditions.
- Check for any future Nasdaq correspondence regarding compliance status during the one-year monitoring period.