Flux Power Holdings Inc美股招股说明书(2026-05-18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 the Current Report on Form 8-K filed with the Securities andExchange Commission on May 18, 2026, 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 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 May 15, 2026, the last reportedsale price of our Common Stock on The Nasdaq Capital Market was $0.98 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 May 18, 2026. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 15, 2026 FLUX POWER HOLDINGS, INC. (Exact name of registrant as specified in charter) 2685 S. Melrose DriveVista, CA 92081(Address of principal executive offices, including Zip Code) Registrant’s telephone number, including area code: 877-505-3589 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrantunder any of the following provisions: ☐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)☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company☐ 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.☐ Item 1.01. Entry into a Material Definitive Agreement. Committed Equity Facility On May 15, 2026, Flux Power Holdings, Inc., a Nevada corporation (the “Company”) entered into a common stock purchaseagreement (the “Purchase Agreement”) and a related registration rights agreement, dated as of May 15, 2026 (the “Registration RightsAgreement”), with Roth Principal Investments, LLC (“Roth Principal Investments”). Upon the terms and subject to the satisfaction ofthe conditions contained in the Purchase Agreement, the Company has the right, in the Company’s sole discretion, to sell to RothPrincipal Investments up to $40,000,000 of shares of the Company’s common stock, par value $0.001 per share (the “CommonStock”), subject to certain limitations contained in the Purchase Agreement (the “Commitment Amount”), from time to time during theterm of the Purchase Agreement through one or more Market Open Purchases, Intraday Purchases, Pre-Market Purchases and Post-Market Purchases on any Purchase Date (each term as defined below). Sales of Common Stock pursuant to the Purchase Agreement,and the timing of any sales, are solely at the Company’s option, and the Company is under no