Flux Power Holdings Inc 2026年季度报告

FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 ☐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: Name of each exchange on which registeredNasdaq Capital Market FLUX Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Actof 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 tosuch 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 submitted pursuant to Rule405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required tosubmit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany 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 Exchange Act. Large accelerated filerNon-accelerated filer Accelerated filerSmaller reporting companyEmerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith 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 April 28, 2026 was 21,361,383. FLUX POWER HOLDINGS, INC. FORM 10-QFor the Quarterly Period Ended March 31, 2026 Table of Contents PART I - Financial InformationITEM 1.CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)5ITEM 2.MANAGEMENT’SDISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS25ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK34ITEM 4.CONTROLS AND PROCEDURES34PART II - Other InformationITEM 1.LEGAL PROCEEDINGS36ITEM 1A.RISK FACTORS38ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS40ITEM 3.DEFAULTS UPON SENIOR SECURITIES40ITEM 4.MINE SAFETY DISCLOSURES40ITEM 5.OTHER INFORMATION40ITEM 6.EXHIBITS40SIGNATURES41Page 2 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This report contains forward-looking statements. The forward-looking statements are contained principally in the sections entitled“Description of Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”These statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance orachievements to be materially different from any future results, performances or achievements expressed or implied by the forward-lookingstatements. These risks and uncertainties include, but are not limited to, the factors described in the section captioned “Risk Factors” below. Insome cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,”“may,” “plans,” “potential,” “predicts,” “projects,” “should,” “would,” and similar expressions intended to identify forward-looking statements.Forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject to risks anduncertainties. You should read these factors and the other cautionary statements made in this report as being applicable to all related forward-looking statements. If one or more of these factors materialize, or if any underlying assumptions prove incorrect, our actual results,performance or achievements may vary materially from any future results, performance or achievements expressed or implied by theseforward-looking statements. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statementsinclude, among other things, statements relating to: ●our ability to amend the terms of our agreement with Gibraltar Business Capital, LLC (“GBC”) and our continued access toour credit facility thereunder, which we have relied on historically and currently rely on to meet our anticipated capitalresources and to fund our operations;●our ability to continue as a going concern;●our ability to meet projected revenue targets and generate sufficient cash from op