Flux Power Holdings Inc美股招股说明书(2025-11-17版)

(To the Prospectus dated November 10, 2025) 3,644,289 Shares of Common Stock 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 the Current Report on Form 8-K filed with the Securities andExchange Commission on November 17, 2025, which we have attached to this prospectus 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 per Our shares of Common Stock are listed on The Nasdaq Capital Market under the symbol “FLUX.” On November 14, 2025, the lastreported sale price of our Common Stock on The Nasdaq Capital Market was $1.84 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 and 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 any 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 the The date of this prospectus supplement is November 17, 2025. UNITED STATESSECURITIES AND EXCHANGE COMMISSION FORM 8-K CURRENT REPORTPursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Item 8.01. Other Events. As previously disclosed, on January 31, 2025, the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market(“Nasdaq”) notified Flux Power Holdings, Inc. (the “Company”) that it did not comply with the requirement of having a minimum of$2.5 million in stockholders’ equity (the “Stockholders’ Equity Requirement”) for continued listing on Nasdaq.However, on October14, 2025, the Company received a notification (the “Notification”) from the Staff of Nasdaq that it had regained compliance withNasdaq’s continued listing rules because it met the requirement to have market value of listed securities of at least $35 million (the“Market Equity Requirement”). Nasdaq requires that for continued listing on the Nasdaq Capital Market, the Company must continueto meet all the requirements set forth in Rule 5550(a) and at least one of the standards set forth in Rule 5550(b). The standards set While the Company can provide no assurances as to whether it will be able to continue to comply with the Market EquityRequirement, the Company believes that, as a result of the transactions described below, as of the date of this Current Report on Form As of September 30, 2025, the Company’s total stockholders’ equity (deficit) was ($3.3) million, as reported in its unauditedcondensed consolidated balance sheets as of September 30, 2025, included in the Company’s Quarterly Report on Form 10-Q filedwith the SEC on November 13, 2025. Since September 30, 2025, the Company has (i) received the final $0.2 million in proceeds fromits previously disclosed private placement of 258,144 prefunded warrants and 1,214,766 common warrants pursuant to that certain The Company’s determination of total stockholders’ equity is based on estimates and information available to it as of the date ofthis Current Report on Form 8-K, is not a statement of or indicative of its financial results or position as of or for the fiscal quarterended December 31, 2025, and has not been audited, reviewed or compiled by the Company’s independent registered public Forward Looking Statements This Current Report on Form 8-K contains “forward-looking statements” relating to the Company’s business, includingstatements with respect to the Company’s expectations regarding its total stockholders’ equity and its ability to comply with Nasdaq’scontinued listing requirements, that are often identified using “believes”, “expects”, or similar expressions. Forward-lookingstatements involve several estimates, assumption