Flux Power Holdings Inc美股招股说明书(2025-11-13版)

This prospectus supplement supplements the prospectus, dated November 10, 2025 (the “Prospectus”), which forms a part of ourregistration statement on Form S-1 (File No. 333-290974). This prospectus supplement is being filed to update and supplement theinformation in the Prospectus with certain information contained in our Quarterly Report on Form 10-Q filed with the Securities andExchange Commission on November 13, 2025 (the “Quarterly Report”). Accordingly, we have attached the Quarterly Report to thisprospectus supplement. The Prospectus and this prospectus supplement relate to the proposed offer and resale or other disposition from time to time by theselling stockholders identified in the Prospectus of up to an aggregate of 3,644,289 shares of common stock, par value $0.001 pershare (“Common Stock”), of Flux Power Holdings, Inc. Our shares of Common Stock are listed on The Nasdaq Capital Market under the symbol “FLUX.” On November 12, 2025, the lastreported sale price of our Common Stock on The Nasdaq Capital Market was $2.37 per share. This prospectus supplement should be read in conjunction with the Prospectus, including any amendments or supplements thereto,which is to be delivered with this prospectus supplement. This prospectus supplement is qualified by reference to the Prospectus,including any amendments or supplements thereto, except to the extent that the information in this prospectus supplement updates andsupersedes the information contained therein. This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus,including any amendments or supplements thereto. 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 the Prospectus and under similar headings in anyamendments or supplements to the Prospectus. 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 supplement or the Prospectus. Any representation to thecontrary is a criminal offense. The date of this prospectus supplement is November 13, 2025. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE 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: Nasdaq Capital Market Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and(2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smallerreporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filerNon-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ The number of shares of registrant’s common stock outstanding as of November 10, 2025 was 21,340,135. FLUX POWER HOLDINGS, INC. FORM 10-QFor the Quarterly Period Ended September 30, 2025 Table of Contents PART I - Financial InformationITEM 1.CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)5ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS26ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK33ITEM 4.CONTROLS AND PROCEDURES34PART II - Other InformationITEM 1.LEGAL PROCEEDINGS36ITEM 1A.RISK FACTORS38ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS39ITEM 3.DEFAULTS UPON SENIOR SECURITIES39ITEM 4.MINE SA