Flux Power Holdings Inc美股招股说明书(2026-08-26版)

Up to 38,461,538 Shares of Common Stock This prospectus supplement supplements the prospectus, dated June 4, 2026 (the “Prospectus”), which forms a part of our registration statement onForm S-1 (File No. 333-296186). This prospectus supplement is being filed to update and supplement the information in the Prospectus with certaininformation contained in the Annual Report on Form 10-K filed with the Securities and Exchange Commission on August 20, 2026, which we haveattached 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 Roth PrincipalInvestments, LLC (“Roth Principal Investments”) of up to an aggregate of 38,461,538 shares of common stock, par value $0.001 per share (“CommonStock”), of Flux Power Holdings, Inc. that we have elected or may, in our sole discretion, elect to sell to Roth Principal Investments, from time to timeafter the date of the Prospectus, pursuant to a Common Stock Purchase Agreement, dated as of May 15, 2026, we entered into with Roth PrincipalInvestments. Our shares of Common Stock are listed on The Nasdaq Capital Market under the symbol “FLUX.” On August 25, 2026, the last reported sale price ofour Common Stock on The Nasdaq Capital Market was $0.6669 per share. This prospectus supplement should be read in conjunction with the Prospectus, including any amendments or supplements thereto, which is to bedelivered with this prospectus supplement. This prospectus supplement is qualified by reference to the Prospectus, including any amendments orsupplements thereto, except to the extent that the information in this prospectus supplement updates and supersedes 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 anyamendments or supplements thereto. Investing in our Common Stock involves a high degree of risk. You should review carefully the risks and uncertainties described in the sectionentitled “Risk Factors” beginning on page 13 of the Prospectus and under similar headings in any amendments or supplements to theProspectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passedupon the accuracy or adequacy of this prospectus supplement or the Prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus supplement is August 26, 2026. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2026 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 FLUX POWER HOLDINGS, INC. (Exact name of registrant as specified in its charter) Name of each exchange on which registeredNasdaq Capital Market Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes☐No☒ 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 Act of 1934during 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 filingrequirements 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 Rule 405 ofRegulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or anemerging growth company. See the definitions of “large-accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. Large accelerated filerNon-accelerated filerEmerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act,