Flux Power Holdings Inc美股招股说明书(2025-11-12版)

3,644,289 Shares of Common Stock This prospectus relates to the offer and resale by the selling stockholders identified in this prospectus (the “SellingStockholders”) of up to an aggregate of 3,644,289 shares (the “Shares”) of common stock, par value $0.001 per share (the “CommonStock”) consisting of up to (i) 2,429,523 shares of Common Stock issuable upon conversion of shares of Series A ConvertiblePreferred Stock, $0.001 par value per share (the “Series A Preferred Stock”), issuable upon exercise of pre-funded warrants, with a pershare exercise price of $0.001 (the “Pre-Funded Warrants”), and up to (ii) 1,214,766 shares of Common Stock issuable upon theexercise of common warrants, with a per share exercise price of $1.715 (the “Common Warrants” and, together with the Pre-FundedWarrants, the “Warrants”). The Warrants were acquired by the Selling Stockholders in a private placement transaction pursuant to a Securities PurchaseAgreement, dated July 18, 2025 as amended and restated on September 15, 2025. We are registering the resale of the Shares coveredby this prospectus as required by a registration rights agreement, dated September 15, 2025, by and among the Company and theSelling Stockholders (the “Registration Rights Agreement”). The Selling Stockholders, or any of their respective pledgees, assignees and successors-in-interest, may sell the Sharesthrough public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiatedprices. The Selling Stockholders may sell any, all or none of the Shares offered by this prospectus, and we do not know when or inwhat amount the Selling Stockholders may sell their Shares hereunder following the effective date of this registration statement. Weprovide more information about how a Selling Stockholder may sell its Shares in the section titled “Plan of Distribution” on page 76 ofthis prospectus. We have agreed to bear all of the expenses incurred in connection with the registration of the Shares, except theSelling Stockholders will pay or assume discounts, commissions, fees of underwriters, selling brokers or dealer managers and similarexpenses, if any, incurred for the sale of the Shares. We will not receive any of the proceeds from sales by the Selling Stockholders of the Shares. Upon any exercise of theWarrants by payment of cash, however, we will receive the cash exercise price paid by the holders of the Warrants. See “Use ofProceeds” on page 26 of this prospectus. Our shares of Common Stock are listed on The Nasdaq Capital Market under the symbol “FLUX.” On November 10, 2025,the last reported sale price of our Common Stock on The Nasdaq Capital Market was $2.37 per share. 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 11 of this prospectus before buying our Common Stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminaloffense. The date of this prospectus is November 10, 2025. TABLE OF CONTENTS ABOUT THIS PROSPECTUS1MARKET AND INDUSTRY DATA1CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS2PROSPECTUS SUMMARY4THE OFFERING10RISK FACTORS11USE OF PROCEEDS26MARKET INFORMATION FOR COMMON STOCK AND DIVIDEND POLICY27MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS28BUSINESS37MANAGEMENT53EXECUTIVE COMPENSATION59CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS65PRINCIPAL SECURITYHOLDERS67DESCRIPTION OF CAPITAL STOCK68SELLING STOCKHOLDERS72PLAN OF DISTRIBUTION76LEGAL MATTERS77EXPERTS77WHERE YOU CAN FIND MORE INFORMATION77INDEX TO FINANCIAL STATEMENTSF-1 Neither we nor the Selling Stockholders have authorized anyone to provide you with information other than that contained inthis prospectus or any free writing prospectus prepared by or on behalf of us or to which we have referred you. We and theSelling Stockholders take no responsibility for, and can provide no assurance as to the reliability of, any other information thatothers may give you. The Selling Stockholders are offering to sell, and seeking offers to buy, the securities only in jurisdictionswhere offers and sales are permitted. The information contained in this prospectus is accurate only as of the date on the frontcover page of this prospectus, or other earlier date stated in this prospectus, regardless of the time of delivery of thisprospectus 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 possessionor distribution of this prospectus in that jurisdiction. Persons who come into possession of this prospectus in jurisdictionsoutside the United States are required to inform the