Flux Power Holdings Inc美股招股说明书(2025-11-03版)

Investing in our Common Stock involves a high degree of risk. You should review carefully the risks and uncertaintiesdescribed in the section entitled “Risk Factors” beginning on page 12 of this prospectus before buying shares of our Common Stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. Public offering price (1)See “Underwriting” beginning on page 77 for additional information regarding the compensation payable to the underwriter. The underwriter expects that delivery of the shares against payment will be made on or about November 3, 2025, subject tosatisfaction of customary closing conditions. Book-Running Manager Lake Street The date of this prospectus is October 30, 2025. TABLE OF CONTENTS ABOUT THIS PROSPECTUS1MARKET AND INDUSTRY DATA1CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS2PROSPECTUS SUMMARY4THE OFFERING11RISK FACTORS12USE OF PROCEEDS28MARKET INFORMATION FOR COMMON STOCK AND DIVIDEND POLICY29CAPITALIZATION30DILUTION32MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS33BUSINESS42MANAGEMENT58EXECUTIVE COMPENSATION64CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS70PRINCIPAL SECURITYHOLDERS72DESCRIPTION OF CAPITAL STOCK73UNDERWRITING77LEGAL MATTERS85EXPERTS85WHERE YOU CAN FIND MORE INFORMATION85INDEX TO FINANCIAL STATEMENTSF-1 Neither we nor the underwriter has authorized anyone to provide you with information other than that contained in this prospectus orany free writing prospectus prepared by or on behalf of us or to which we have referred you. We and the underwriter take noresponsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are offeringto sell, and seeking offers to buy, the securities only in jurisdictions where offers and sales are permitted. The information contained inthis prospectus is accurate only as of the date on the front cover page of this prospectus, or other earlier date stated in this prospectus,regardless of the time of delivery of this prospectus or of any sale of our securities. No action is being taken in any jurisdiction outside the United States to permit a public offering of our securities or possession ordistribution of this prospectus in that jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside theUnited States are required to inform themselves about and to observe any restrictions as to this offering and the distribution of thisprospectus applicable to that jurisdiction. ABOUT THIS PROSPECTUS Neither we nor the underwriter have authorized anyone to provide you with any information or to make any representations other thanthat contained in this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. We take noresponsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. Neither we nor theunderwriter are making an offer to sell securities in any jurisdiction in which the offer or sale is not permitted. The information in thisprospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our shares ofCommon Stock and the information in any free writing prospectus that we may provide to you in connection with this offering is accurate onlyas of the date of that free writing prospectus. Our business, financial condition, results of operations and prospects may have changed sincethose dates. You should rely only on the information contained in this prospectus and any free writing prospectus prepared by or on behalf of us orto which we have referred you. Neither we nor the underwriter has authorized anyone to provide you with information that is different. We andthe underwriter are offering to sell the Common Stock only in jurisdictions where offers and sales are permitted. The information in thisprospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of the CommonStock. For investors outside the United States: We have not, and the underwriter has not, done anything that would permit this offering, orpossession or distribution of this prospectus, in any jurisdiction where action for that purpose is required, other than in the United States.Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictionsrelating to, the offering of the securities and the distribution of this prospectus outside of the United States. Unless the context otherwise requires, the “Company,” “Flux,” “we,” “us,” and “our” refer to the combined business of Flux PowerHoldings, Inc., a Nevada corporation and its