Flux Power Holdings, Inc.
For the period ended Sep 30, 2026. Filed Nov 3, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 3, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, 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 30,2026
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|
Commission File Number:001-31543
(Exact name of registrant as specified in its charter)
| Nevada | 92-3550089 |
|---|---|
| (State or other jurisdiction of | (I.R.S. Employer |
| incorporation or organization) | Identification Number) |
| 2685 S. Melrose Drive, Vista, California | 92081 |
|---|---|
| (Address of principal executive offices) | (Zip Code) |
877-505-3589
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.001 per share | FLUX | 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 Securities Exchange 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 submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant 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 smaller reporting company 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 filer | ☐ | Accelerated filer | ☐ |
|---|---|---|---|
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| Emerging 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 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 October 30, 2026 was 21,963,702.
FORM 10-Q
For the Quarterly Period Ended September 30, 2026
Table of Contents
| PART I - Financial Information | ||
|---|---|---|
| ITEM 1. | CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) | 5 |
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 27 |
| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 38 |
| ITEM 4. | CONTROLS AND PROCEDURES | 38 |
| PART II - Other Information | ||
| ITEM 1. | LEGAL PROCEEDINGS | 39 |
| ITEM 1A. | RISK FACTORS | 39 |
| ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | 42 |
| ITEM 3. | DEFAULTS UPON SENIOR SECURITIES | 42 |
| ITEM 4. | MINE SAFETY DISCLOSURES | 42 |
| ITEM 5. | OTHER INFORMATION | 42 |
| ITEM 6. | EXHIBITS | 42 |
| SIGNATURES | 43 | |
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Form (“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 or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. These risks and uncertainties include, but are not limited to, the factors described in the section captioned “Risk Factors” below. In some 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 and uncertainties. You should read these factors and the other cautionary statements made in this Report as being applicable to all related forward-looking statements wherever they appear in this Report. 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 these forward-looking statements.
Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statements include, among other things, statements relating to:
| ● | our event of default under our agreement with Gibraltar Business Capital, LLC (“GBC”), our ability to comply with the terms of such agreement and our continued access to our credit facility thereunder (the “GBC Credit Facility”), which we have relied on historically and currently rely on to meet our anticipated capital resources and to fund our operations; |
| ● | our ability to secure sufficient funding to support our current and proposed operations; |
| ● | our ability to continue as a going concern; |
| ● | our ability to meet projected revenue targets and generate sufficient cash from operations; |
| ● | our ability to regain compliance with the continued listing standards of the Nasdaq Stock Market; |
| ● | the impact of tariffs on our ability to cost-effectively source battery packs and materials used in our products; |
| ● | our ability to obtain raw materials and other supplies for our products at existing or competitive prices and on a timely basis; |
| ● | our anticipated growth strategies and our ability to manage the expansion of our business operations effectively; |
| ● | our ability to maintain or increase our market share in the competitive markets in which we do business; |
| ● | our ability to grow our revenue, increase our gross profit margin and become a profitable business; |
| ● | our ability to fulfill our backlog of open sales orders due to delays in the receipt of key component parts and other potential manufacturing disruptions; |
| ● | our ability to keep up with rapidly changing technologies and evolving industry standards, including our ability to achieve technological advances; |
| ● | our dependence on the growth in demand for our products; |
| ● | our ability to compete with both peers and larger companies with far greater resources than us; |
| ● | our ability to reduce production costs of our product line through new designs, manufacturing and supply arrangements; |
| ● | our ability to shift to new suppliers and incorporate new components into our products in a manner that is not disruptive to our business; |
| ● | our ability to obtain and maintain UL Listings and OEM approvals for our energy storage solutions; |
| ● | our ability to diversify our product offerings and capture new market opportunities; |
| ● | our ability to source our needs for skilled labor, machinery, parts, and raw materials economically; |
| ● | our ability to retain and/or successfully recruit key members of our senior management team; |
| ● | our ability to diversify our customer base to reduce our current dependence on a few major customers; |
| ● | our ability to use or amend the terms of our committed equity facility; and |
| ● | the expense, timing and outcome of legal proceedings relating to our accounting practices, financial disclosures and employment policies and practices, which includes, but are not limited to certain employment lawsuits and other legal and governmental proceedings, investigations and information requests that may be initiated or that may be asserted. |
Forward-looking statements represent our estimates and assumptions only as of the date of this Report. You should read this Report and the documents that we reference and file as exhibits to this Report completely and with the understanding that our actual future results may be materially different from what we expect. Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future.
Use of Certain Defined Terms
Except where the context otherwise requires and for the purposes of this report only:
| ● | The “Company,” “Flux,” “we,” “us,” and “our” refer to the combined business of Flux Power Holdings, Inc., a Nevada corporation and its wholly owned subsidiary, Flux Power, Inc., a California corporation (“Flux Power”); |
| ● | “Exchange Act” refers the Securities Exchange Act of 1934, as amended; |
| ● | “SEC” refers to the Securities and Exchange Commission; |
| ● | “Securities Act” refers to the Securities Act of 1933, as amended; |
| ● | This “Quarterly Report”, “Form 10-Q” and “Report” refer to this Quarterly Report on Form 10-Q pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934. |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.