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FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGEACT OF 1934 For the fiscal year ended June 30, 2024 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIESEXCHANGE ACT OF 1934 Commission File Number: 001-31543 FLUX POWER HOLDINGS, INC.(Exact name of registrant as specified in its charter) 877-505-3589(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the SecuritiesAct.YesNo Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of theAct.YesNo Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) ofthe Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer wasrequired to file such reports), and (2) has been subject to such filing requirements for the past 90 days.YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or forsuch shorter period that the registrant was required to submit such files). YesNo Indicate 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 ExchangeAct. (Check one): Large accelerated filerAccelerated filerNon-accelerated filerSmaller reporting companyEmerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment ofthe effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15U.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 financialstatements of the registrant included in the filing reflect the correction of an error to previously issued financialstatements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive-based compensation received by any of the registrant’s executive officers during the relevant recoveryperiod pursuant to §240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).YesNo The aggregate market value of voting and non-voting common stock held by non-affiliates of the registrant as ofDecember 31, 2023 (the last business day of the registrant’s most recently completed second fiscal quarter) wasapproximately $49,716,000. As of January 3, 2025, there were 16,682,465 shares of registrant’s common stock outstanding. Documents incorporated by reference:None. FLUX POWER HOLDINGS, INC. FORM 10-K ANNUAL REPORTFor the Fiscal Year Ended June 30, 2024 Table of Contents PART I ITEM 1.BUSINESS5ITEM 1A.RISK FACTORS13ITEM 1B.UNRESOLVED STAFF COMMENTS23ITEM 1C.CYBERSECURITY23ITEM 2.PROPERTIES24ITEM 3.LEGAL PROCEEDINGS24ITEM 4.MINE SAFETY DISCLOSURES24 ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDERMATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES25ITEM 6.RESERVED25ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONS26ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK37ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA37ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTINGAND FINANCIAL DISCLOSURE37ITEM 9ACONTROLS AND PROCEDURES37ITEM 9B.OTHER INFORMATION38ITEM 9C.DISCLOSURE REGARDING FOREIGN JURISDICTION THAT PREVENTSINSPECTIONS38 ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE39ITEM 11.EXECUTIVE COMPENSATION45ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTAND RELATED STOCKHOLDER MATTERS55ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTORINDEPENDENCE56ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES57 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This report contains forward-looking statements. The forward-looking statements are contained principallyin the sections entitled “Description of Business,” “Risk Factors,” and “Management’s Discussion and Analysis ofFinancial Condition