UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, 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, 2023
☐ 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)
Nevada
(State or other jurisdiction of
incorporation or organization)
2685 S. Melrose Drive, Vista, California
(Address of principal executive offices)
92-3550089
(I.R.S. Employer
Identification Number)
92081
(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
Common Stock, par value $0.001 per share
Trading Symbol(s)
FLUX
Name of each exchange on which registered
NASDAQ Capital Market
Securities registered pursuant to Section 12(g) of the Act: None
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 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.
(Check one):
Large accelerated filer
Non-accelerated filer
(Do not check if a smaller reporting company)
Emerging growth company ☐
☐
☒
Accelerated filer
Smaller reporting 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
The aggregate market value of voting and non-voting common stock held by non-affiliates of the registrant as of December 31, 2022 (the last business day of the registrant’s
most recently completed second fiscal quarter) was approximately $45,717,000.
As of September 8, 2023, there were 16,478,237 shares of registrant’s common stock outstanding.
Documents incorporated by reference: None.
FLUX POWER HOLDINGS, INC.
FORM 10-K ANNUAL REPORT
For the Fiscal Year Ended June 30, 2023
Table of Contents
PART I
BUSINESS
ITEM 1.
ITEM 1A. RISK FACTORS
ITEM 1B. UNRESOLVED STAFF COMMENTS
ITEM 2.
ITEM 3.
ITEM 4.
PROPERTIES
LEGAL PROCEEDINGS
MINE SAFETY DISCLOSURES
PART II
ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES
RESERVED
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ITEM 6.
ITEM 7.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 8.
ITEM 9.
ITEM 9A
ITEM 9B. OTHER INFORMATION
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTION THAT PREVENTS INSPECTIONS
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
CONTROLS AND PROCEDURES
PART III
ITEM 10.
ITEM 11.
ITEM 12.
ITEM 13.
ITEM 14.
PART IV
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
EXECUTIVE COMPENSATION
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
PRINCIPAL ACCOUNTANT FEES AND SERVICES
ITEM 15.
ITEM 16.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
FORM 10-K SUMMARY
SIGNATURES
FINANCIAL STATEMENTS
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F-1
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 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 and in the documents we incorporate by reference into this report as being applicable to all related forward-looking statements wherever they appear in this report or the
documents we incorporate by reference into 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 ability to secure sufficient funding to support our current and proposed operations;
● our ability to manage our working capital requirements efficiently;
● our ability to obtain the necessary funds from our credit facilities;
● 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 larger companies with far greater resources than us;
● 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;
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● 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 key members of our senior management;
● our dependence on our major customers.
Also, 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; and
● “Securities Act” refers to the Securities Act of 1933, as amended.
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ITEM 1 – BUSINESS
Overview
PART I
We design, develop, manufacture, and sell a portfolio of advanced lithium-ion energy storage solutions for electrification of a range of industrial commercial sectors
which include material handling, airport ground support equipment (“GSE”), and other commercial and industrial applications. We believe our mobile and stationary energy
storage solutions provide our customers a reliable, high performing, cost effective, and more environmentally friendly alternative as compared to traditional lead acid and
propane-based solutions. Our modular and scalable design allows different configurations of lithium-ion battery packs to be paired with our proprietary wireless battery
management system to provide the level of energy storage required and “state of the art” real time monitoring of pack performance. We believe that the increasing demand for
lithium-ion battery packs and more environmentally friendly energy storage solutions in the material handling sector should continue to drive our revenue growth.
Our Strategy
Our long-term strategy is to meet the rapidly growing demand for lithium-ion energy solutions and to be the supplier of choice, targeting large companies having
demanding energy storage needs. We have established selling relationships equipment OEMs and customers with large fleets of forklifts and GSEs. We intend to reach this goal
by investing in research and development to expand our product mix, by expanding our sales and marketing efforts, improving our customer support efforts and continuing our
efforts to increase production capacity and efficiencies. Our research and development efforts will continue to focus on providing adaptable, reliable and cost-effective energy
storage solutions for our customers.
Our largest sector of penetration thus far has been the material handling sector which we believe is a multi-billion-dollar addressable market. We believe the sector will
provide us with an opportunity to grow our business as we enhance our product mix and service levels and grow our sales to large fleets of forklifts and GSEs. Applications of
our modular packs for other industrial and commercial uses, such as solar energy storage, are providing additional current growth and further opportunities. We intend to
continue to expand our supply chain and customer partnerships and seek further partnerships and/or acquisitions that provide synergy to meeting our growth and “building
scale” objectives.
Supply Chain Issues and Higher Procurement Costs
Disruptions from the COVID-19 pandemic over the past several years have largely abated. We addressed supply chain challenges with improved vendor selection, and
improved supply chain internal practices. However, we have experienced shipment delays of battery packs for some forklift models that have experienced production delays.
We have seen recent improvements in shipment timing. However, there can be no assurance that our price increases, inventory levels or any future steps we take will be
sufficient to offset the rising procurement costs and manage sourcing of raw materials and component parts effectively.
Strategic Initiatives
To support the continued growth of our business and long-term strategy, our highest priority in the coming quarters will be to achieve “profitability,” specifically, cash
flow breakeven. Accordingly, we will continue to pursue supply chain improvements, gross margin expansion initiatives, and cost reductions. In addition, we are focusing on
business expansion to accelerate gross margins by:
● Leverage current high-profile “proven customer relationships” to respond to growing demand of large fleets for lithium-ion value proposition.
● Pursue new market that can leverage our technology and manufacturing capabilities.
● Expand features of our popular “SkyBMS” (telemetry) which provides customized fleet management, and real time reports.
● Expand our manufacturing and service capacities to ensure customer satisfaction from increased deliveries, and service.
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● Capitalize on our leadership position with new offerings.
● While we are “agnostic to the type of lithium chemistry,” ensure our research to support other chemistries as they may become available. Ensure we have
leadership with our core technology, without dependence on purchasing critical technology.
There can be no assurance that these initiatives and efforts will be successful.
Recent Developments
On July 28, 2023, we entered into a certain Loan and Security Agreement (the “Agreement”) with Gibraltar Business Capital, LLC, a Delaware limited liability
company (“GBC”). The Agreement provides the Company with a senior secured revolving loan facility (the “GBC Credit Facility”) for up to $15.0 million (the “Revolving
Loan Commitment”). The revolving amount available under the GBC Credit Facility is equal to the lesser of the Revolving Loan Commitment and the borrowing base amount
(as defined in the Agreement). The GBC Credit Facility is evidenced by a revolving note, which matures on July 28, 2025 (the “Maturity Date”), unless extended, modified or
renewed (the “Revolving Note”). Provided that there is no event of default, the Maturity Date can automatically be extended for one (1) year period upon payment of a renewal
fee for each such extension in the amount of three-quarters of one percent (0.75%) of the Revolving Loan Commitment, which fee will be due and payable on or before the
applicable Maturity Date. In addition, subject to conditions and terms set forth in the Agreement, the Company may request an increase in the Revolving Loan Commitment
from time to time upon not less than 30 days’ notice to GBC which increase may be made at the sole discretion of GBC, as long as: (a) the requested increase is in a minimum
amount of $1,000,000, and (b) the total increases do not exceed $5,000,000 and no more than five (5) increases are made. Outstanding principal under the GBC Credit Facility
accrues interest at Secured Overnight Financing Rate (“SOFR”, as defined in the Agreement) plus five and one half of one percent (5.50%) per annum with such interest
payment is due monthly on the last day of the month. In the event of default, the amounts due under the Agreement bears interest at a rate per annum equal to three percent
(3.0%) above the rate that is otherwise applicable to such amounts. We paid GBC a non-refundable closing fee for the GBC Credit Facility of $112,500 upon the execution of
the Agreement. In addition, we are required to pay a monthly unused line fee equal to one-half of one percent (0.50%) per annum on the difference between the Revolving Loan
Commitment and the average outstanding principal balance of the revolving loan(s) for such month. The obligations under the GBC Credit Facility may be prepaid in whole or
in part at any time upon an exit fee of (a) two percent (2.00%) of the Revolving Loan Commitment if the obligations are paid in full during the first year after the closing date,
or (b) one percent (1.00%) of the Revolving Loan Commitment if the obligations are paid in full one year after the closing date, provided, that, the exit fee will be waived if
such prepayment occurs in connection with the refinancing of the obligations with Bank of America, N.A., as lender.
The loans and other obligations of the Company under the GBC Credit Facility are secured by substantially all of the tangible and intangible assets of the Company
(including, without limitation, intellectual property) pursuant to the terms of the Agreement and the Intellectual Property Security Agreement entered into by and among the
Company and GBC on July 28, 2023.
In connection with the entry into the Agreement and the repayment in full of the principal amount outstanding under SVB Credit Facility together with total accrued
and unpaid interest and related fees with a portion of the funds from the GBC Credit Facility on July 28, 2023, we terminated the Loan and Security Agreement, dated as of
November 9, 2020, as amended, by and among SVB and the Company.
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Our Business
DESCRIPTION OF OUR BUSINESS
We have leveraged our experience in lithium-ion technology to design and develop a portfolio of industrial and commercial energy storage packs that we believe
provide attractive solutions to customers seeking an alternative to lead acid and propane-based power products. We believe that the following attributes are significant
contributors to our success:
Engineering and integration experience in lithium-ion for motive applications: Our engineers design, develop, test, and service our advanced lithium-ion energy
storage solutions. We have been developing lithium-ion applications for the advanced energy storage market since 2010, starting with products for automotive electric vehicle
manufacturers. We believe our engineering experience enables us to develop competitive solutions that meet our customers’ needs currently and in the foreseeable future.
UL Listing: Our goal is to obtain a UL Listing for all of our Packs, and we recently completed the process for our newest source of battery cells. We believe this UL
Listing provides us a significant competitive advantage and provides assurance to customers that our technology has been rigorously tested by an independent third party and
determined to be safe, durable and reliable.
Original equipment manufacturer (OEM) approvals: Many of our energy storage packs have been tested and approved for use by Toyota Material Handling USA,
Inc., Crown Equipment Corporation, and The Raymond Corporation, among the top global lift truck manufacturers by revenue according to Material Handling & Logistics. We
also provide a “private label” Class 3 Walkie Pallet Pack to a major forklift OEM.
Broad product offering and scalable design: We offer energy storage packs for use in a variety of industrial motive applications. We believe that our modular and
scalable design enables us to optimize design, inventory, and part count to accommodate natural product extensions of our products to meet customer requirements. We have
leveraged our Class 3 Walkie Pallet Pack design to develop larger energy storage packs for larger forklifts, GSE Packs, and other industrial equipment applications. Natural
product extensions, based on our modular, scalable designs, include solar backup power for electric vehicle (“EV”) mobile charging stations and robotic warehouse equipment.
Significant advantages over lead acid and propane-based solutions: We believe that lithium-ion battery systems have significant advantages over existing
technologies and will displace lead acid batteries and propane-based solutions, in most applications. Relative to lead acid batteries, such advantages include environmental
benefits, no water maintenance, faster charge times, greater cycle life, longer run times, and less energy used that provide operational and financial benefits to customers. When
compared to lead acid solutions, our energy storage solutions do not discharge carbon dioxide in the atmosphere due to lithium chemistry efficiencies. In addition, when
compared to propane-based solutions, lithium-ion systems avoid the generation of exhaust emissions and associated odor and environmental contaminates, and maintenance of
an internal combustion engine, which has substantially more parts subject to wear than an electric motor.
Proprietary Battery Management System: Critical to our success is our innovative and proprietary versatile BMS that optimizes the performance of our lithium-ion
energy solutions and provides a platform for adding new battery pack features, including customized telemetry (pack data and reports available anytime, anywhere) for
customers. The BMS serves as the brain of the battery pack, managing cell balancing, charging, discharging, monitoring and communication between the pack and the forklift.
Our “next generation” versatile BMS is currently part of our full product lines and provides significant product features for improved customer productivity. Our BMS also
enables ongoing feature development for reduced cost and higher performance. We have included our proprietary telemetry solution, branded “SkyBMS” which provides real
time reports on pack performance, health, and remaining useful life.
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Our Products
We design, develop, test and sell our energy storage packs for use in a broad range of lift trucks, industrial equipment including airport GSE, and other commercial
applications. Within each of these product segments, we offer a range of power and equipment solutions.
Our battery pack system design is adaptable with three core design modules used in our entire family of small, medium, and large pack forklift products. A scalable
modular design allows for core modules to be configured to address a variety of unique power and space requirements. We also have the capability to offer varying chemistries
and configurations based on the specific application. Currently, our energy storage packs use lithium iron phosphate (LiFePO4) battery cells, which we source from a variety of
overseas suppliers that meet our power, reliability, safety and other specifications. Our BMS works with several battery configurations providing the flexibility to use battery
cells developed and manufactured by other suppliers. We believe we can readily adapt our energy storage packs to incorporate new chemistries as they become available in the
future in order to meet changing customer preferences and to reduce the cost of our products.
We also offer 24-volt onboard chargers for our Class 3 Walkie Pallet Packs, and smart “wall mounted” chargers for larger applications. Our smart charging solutions
are designed to interface with our BMS and integrate easily into most all major chargers in the market.
New Product Update
During the second half of the Fiscal 2023, we introduced new product designs to respond to customer requests and to allow for greater operational efficiencies for us.
Some of the improvements included higher capacities for extra-long and demanding shifts, easier servicing, cost efficiencies, and other features to solve a variety of existing
performance challenges of customer operations. We intend to continue to develop and to introduce new product designs for margin enhancement, part commonality and
improved serviceability.
In Fiscal 2023, we introduced the next generation of Material Handling and GSE products, the G2 line. These seven new products greatly extend the reach of Flux
packs in the Class 1 and 2 forklift market as well as enhancing our offerings for aircraft ground support equipment. Ranging from 36 to 80 volts and capacities between 210 and
840 amp-hours, the G2 systems deliver power and versatility.
Industry Overview
Historically, lithium-ion battery solutions were unable to compete with lead acid and propane-based solutions in industrial applications on the basis of cost. However,
the supply of lithium-ion batteries has rapidly expanded, leading to price declines of eighty-five percent (85%) since 2010 according to BloombergNEF. BloombergNEF also
estimates that lithium-ion battery prices, which averaged $1,160 per kilowatt hour in 2010, were $156 per kWh in 2019 and could drop below $100 per kWh in 2024. Lithium
metal itself represents well less than 5% cost of our packs.
The sharp decline in the price of lithium-ion batteries has made these energy solutions more cost competitive. Affordability has in turn enabled customers to shift away
from lead acid and propane-based solutions for power lift equipment to lithium-ion based solutions with more favorable environmental and performance characteristics. We
believe our position as a pioneer in the field and our extensive experience providing lithium-ion based energy storage solutions will enable us to take advantage of this shift in
customer preferences.
Lift Equipment - Material Handling Equipment
We focus on energy storage solutions for industrial equipment and related industrial applications because we believe they represent large and growing markets that are
just beginning to adopt lithium-ion based technology. We apply our scalable, modular designs to natural product extensions in the industrial equipment market. These markets
include not only the sale of lithium-ion battery solutions for new equipment but also a replacement market for existing lead acid battery packs.
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According to Modern Materials Handling, worldwide new lift truck orders reached approximately 1.4 million units in 2017. The Industrial Truck Association (“ITA”)
has estimated that approximately 200,000 lift trucks had been sold yearly since 2013 in North America (Canada, the United States and Mexico), with sales relatively evenly
distributed between electric rider (Class 1 and Class 2), motorized hand (Class 3), and internal combustion engine powered lift trucks (Class 4 and Class 5). The ITA estimates
that electric products represented approximately sixty-nine percent (69%) of the North American shipments in 2020, reflecting the long-term trend of increasing mix of electric
products versus internal combustion (propane) engines. Driven by growth in global manufacturing, e-commerce and construction, Research and Markets expects that the global
lift truck market will grow at a compound annual growth rate of six and four-tenths percent (6.4%) through 2024.
Customers
Our customers include OEMs, lift equipment dealers, battery distributors and end users. Our customers vary from small companies to Fortune 500 companies.
During the year ended June 30, 2023, we had two (2) major customers that each represented more than 10% of our revenues on an individual basis, and together
represented approximately $38,035,000 or 57% of our total revenues. During the year ended June 30, 2022, we had four (4) major customers that each represented more than
10% of our revenues on an individual basis, and together represented approximately $29,254,000 or 69% of our total revenues.
Shift Toward Lithium-ion Battery Technologies
The lithium-ion battery value proposition of higher performance, environmental benefit, and lower life cycle cost is driving an increase in demand for safe and
efficient alternatives to lead acid and propane-based power products. The lithium-ion value proposition includes a number of factors impacting customer preferences:
Duration of Charge/Run Times: Lithium-based energy storage systems can perform for a longer duration compared to lead acid batteries. Lithium-ion batteries
provide up to 50% longer run times than lead acid batteries of comparable capacity, or amps-per-hour rating, allowing equipment to be operated over a long period of time
between charges.
High/Sustained Power: Lithium-ion batteries are better suited to deliver high power versus legacy lead acid. For example, a 100Ah lead acid battery will only deliver
80Ah if discharged over a four-hour period. In contrast, a 100Ah lithium-ion system will achieve over 92Ah even during a 30-minute discharge. Additionally, during discharge,
the energy storage pack sustains its initial voltage, maximizing the performance of the forklift truck, whereas, lead acid voltages, and hence power, decline over the working
shift.
Charging Time: Lead acid batteries are limited to one shift a day, as they discharge for eight hours, need eight hours for charging, and another eight hours for cooling.
For multi-shift operations, this typically requires battery changeout for the equipment. Because lithium batteries can be recharged in as little as one hour and do not degrade
when subjected to opportunity charging, hence, battery changeout is unnecessary.
Safe Operation: The toxic nature of lead acid batteries presents significant safety and environmental issues in the event of a cell breach. During charging, lead acid
batteries emit combustible gases and increase in temperature. Lithium-ion (particularly LFP) batteries do not get as hot and avoid many of the safety and environmental issues
associated with lead acid batteries.
Extended Life: The performance of lead acid batteries degrades after approximately 500 charging cycles in industrial equipment applications. In comparison, lithium-
ion batteries last up to five times longer in the same application.
Size and Weight: Lithium is about one-third the weight of lead acid for comparable power ratings. Lower weight enables forklift OEMs the ability to optimize the
design of the truck based on a smaller footprint for lithium-ion instead of lead acid.
Lower Cost: Lithium-ion batteries provide power dense solutions with extended cycle life, reduced maintenance and improved operational performance, resulting in
lower total cost of ownership.
Less Energy Used: we believe our lithium-ion batteries use 20-50% less energy based on our internal studies comparing lithium-ion to lead acid.
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Marketing and Sales
We sell our products through several different channels including OEMs, lift equipment dealers and battery distributors as well as directly to end users. In the
industrial motive market, OEMs sell their lift products through dealer networks and directly to end customers. Because of environmental issues associated with lead acid
batteries and to preserve customer choice, industrial lift products are typically sold without a battery pack. Equipment dealers source battery packs from battery distributors and
battery pack suppliers based on demand or in response to customer specifications. End customers may specify a specific type and manufacturer of battery pack to the equipment
dealer or may purchase battery packs from battery distributors or directly from battery suppliers.
Our direct sales staff is assigned to major geographies throughout North America to collaborate with our sales partners who have an established customer base. We
plan to hire additional sales staff to support our expected sales growth. In addition, we have developed a nation-wide sales network of relationships with equipment OEMs, their
dealers, and battery distributors. To support our products, we have a nation-wide network of service providers, typically forklift equipment dealers and battery distributors, who
provide local customer service to large customers. We also maintain a customer support center and provide Tech Bulletins and training to our service and sales network out of
our corporate headquarters. We have partnered with an experienced GSE distributor, to market our lithium-ion battery packs for airport GSE.
Manufacturing and Assembly
Rather than manufacture our own battery cells and be limited to a single chemistry, our battery cells are sourced from a limited number of manufacturers located in
China. We source the remainder of the components primarily from vendors in the United States. We developed our BMS to be agnostic to a battery’s lithium-ion chemistry and
cell manufacturer. Despite such flexibility, we have experienced occasional supply interruptions in the past, and more recently, we have been forced to navigate supply chain
and transportation issues stemming from the global pandemic. We have made great strides in sourcing alternate suppliers and parts to minimize future global supply chain
disruptions. We are continuing to monitor and test potential new cell technologies on an ongoing basis to help mitigate our supply chain risks. Using Lean Manufacturing
principles our final assembly, testing and shipping of our products are completed within our ISO 9001 certified facility in Vista, California, which includes six assembly lines.
We buy chargers from several sources, including a U.S. based supplier. Additionally, we are a qualified dealer for a well-known manufacturer of “high capacity,
modular, smart chargers” which support our larger packs.
Research and Development
Our engineers design, develop, test, and service our advanced lithium-ion energy storage solutions at our company headquarters in Vista, California. We believe our
strengths include our core competencies and capabilities in designing and developing proprietary technology for our BMS, lean manufacturing processes, systems engineering,
engineering application, and software engineering for both battery packs and telemetry. We believe that our ability to develop new features and technology for our BMS is
essential to our growth strategy.
As we continue to develop and expand our product offerings, we anticipate that research and development will continue to be a substantial part of our strategic
priorities in the future. We seek to develop innovative, new and improved products for cell and system management along with associated communication, display, current
sensing and charging tools. Our research and development efforts are focused on improving performance, reliability and durability of our energy storage solutions for our
customers and on lowering our costs of production.
Competition
Our competitors in the lift equipment market in years past have been primarily major lead acid battery manufacturers, including Stryten Energy, East Penn
Manufacturing Company, EnerSys Corporation, and Crown Battery Corporation. However, more recently our potential customer base has become increasingly aware of the
performance, lifetime cost, and environmental advantages of lithium-ion solutions. At the same time, our competitor base offering lithium-ion solutions has grown from a
number of early-stage businesses to now include several larger companies. The increasing market activity reflects the double-digit growth of lithium-ion battery pack adoption
and sales. The sales channel includes. equipment dealers, OEMs and battery distributors.
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The key competitive factors in this market are performance, reliability, durability, safety and price. We believe we compete effectively in all of these categories in light
of our experience with lithium-ion technology, including our development capabilities and the performance of our proprietary BMS. We believe that the UL Listing covering
many of our core products is a significant differentiating competitive advantage, and we intend to extend that advantage by seeking to obtain UL Listings for our other energy
storage pack products in the coming months. In addition, because our BMS is not reliant on any specific battery cell chemistry, we believe we can adapt rapidly to changes in
advanced battery technology or customer preferences.
Intellectual Property
Our success depends, at least in part, on our ability to protect our core technology and intellectual property. To accomplish this, we rely on a combination of patents
pending, patent applications, trade secrets, including know-how, employee and third-party nondisclosure agreements, copyright laws, trademarks, intellectual property licenses
and other contractual rights to establish and protect our proprietary rights in our technology. In addition to such factors as innovation, technological expertise and experienced
personnel, we believe that a strong patent position is important to remain competitive.
As of June 30, 2023, we have two issued U.S. patents. We have filed three (3) new U.S. patent applications on advanced technology related to lithium-ion battery
packs. The technology behind these three (3) patents is designed to:
● increase battery life by optimizing the charging cycle,
● give users a better understanding of the health of their battery in use, and
● apply artificial intelligence to predictively balance the cells for optimal performance.
We do not know whether any of our efforts will result in the issuance of patents or whether the examination process will require us to narrow our claims. Even if
granted, there can be no assurance that these pending patent applications will provide us with protection.
We have obtained U.S. federal trademark registrations for Flux, Flux Power, Flux Power logo. and Lift. We have pending applications to register SkyBMS. We also
believe that we have common law trademark rights to certain marks in addition to those which we have registered.
Suppliers
We obtain a limited number of components and supplies included in our products from a small group of suppliers. During the year ended June 30, 2023, we had one
(1) supplier who accounted for more than 10% of our total purchases, which represented approximately $17,022,000 or 31% of our total purchases.
During the year ended June 30, 2022, we had one (1) supplier who accounted for more than 10% of our total purchases, which represented approximately $13,884,000
or 28% of our total purchases.
Government Regulations
Product Safety Regulations. Our products are subject to product safety regulations by Federal, state, and local organizations. Accordingly, we may be required, or may
voluntarily determine to obtain approval of our products from one or more of the organizations engaged in regulating product safety. These approvals could require significant
time and resources from our technical staff and, if redesign were necessary, could result in a delay in the introduction of our products in various markets and applications.
Environmental Regulations. Federal, state, and local regulations impose significant environmental requirements on the manufacture, storage, transportation, and
disposal of various components of advanced energy storage systems. Although we believe that our operations are in material compliance with current applicable environmental
regulations, there can be no assurance that changes in such laws and regulations will not impose costly compliance requirements on us or otherwise subject us to future
liabilities.
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Moreover, Federal, state, and local governments may enact additional regulations relating to the manufacture, storage, transportation, and disposal of components of
advanced energy storage systems. Compliance with such additional regulations could require us to devote significant time and resources and could adversely affect demand for
our products. There can be no assurance that additional or modified regulations relating to the manufacture, storage, transportation, and disposal of components of advanced
energy systems will not be imposed.
Occupational Safety and Health Regulations. The California Division of Occupational Safety and Health (Cal/OSHA) and other regulatory agencies have jurisdiction
over the operations of our Vista, California facility. Because of the risks generally associated with the assembly of advanced energy storage systems we expect rigorous
enforcement of applicable health and safety regulations. Frequent audits by, or changes, in the regulations issued by Cal/OSHA, or other regulatory agencies with jurisdiction
over our operations, may cause unforeseen delays and require significant time and resources from our technical staff.
Human Capital Resources
As of June 30, 2023, we had 133 employees. We engage outside consultants for business development, operations and other functions from time to time. None of our
employees is currently represented by a trade union.
Corporate Office
Our corporate headquarters and production facility totals approximately 63,200 square feet and is located in Vista, California. Our production facility is ISO 9001
certified. The telephone number at our principal executive office is (760)-741-FLUX or (760)-741-3589.
Other Information
Our Internet address is www.fluxpower.com. We make available on our website our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on
Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically
file such material with, or furnish it to, the Securities and Exchange Commission (“SEC”). Other than the information expressly set forth in this annual report, the information
contained, or referred to, on our website is not part of this annual report.
The SEC also maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers, such as us, that file
electronically with the SEC.
ITEM 1A - RISK FACTORS
An investment in our common stock involves a high degree of risk. You should carefully consider the summary of risk factors described below, together with all of the
other information included in this report, before making an investment decision. If any of the following risks actually occur, our business, financial condition or results of
operations could suffer. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment. You also should read the section
entitled “Special Note Regarding Forward Looking Statements” above for a discussion of what types of statements are forward-looking statements, as well as the significance
of such statements in the context of this report. The risk factors below do not address all the risks relating to securities, business and operations, and financial condition.
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Risk Factors Relating to Our Business
We have a history of losses and negative working capital.
For the fiscal years ended June 30, 2023 and 2022, we had net losses of $6.7 million and $15.6 million, respectively. We have historically experienced net losses and
until we generate sufficient revenue, we anticipate that we will continue to experience losses in the near future.
As of June 30, 2023 and 2022, we had a cash balance of $2.4 million and $485,000, respectively. We expect that our existing cash balances, credit facilities, and cash
resources from operations will be sufficient to fund our existing and planned operations for the next twelve months. Until such time as we generate sufficient cash to fund our
operations, we will need additional capital to continue our operations thereafter.
We have relied on equity financings, borrowings under short-term loans with related parties, our credit facilities and/or cash resources from operating activities to fund
our operations. However, there is no guarantee that we will be able to obtain additional funds in the future or that funds will be available on terms acceptable to us, if at all. Any
future financing may result in dilution of the ownership interests of our stockholders. If such funds are not available on acceptable terms, we may be required to curtail our
operations or take other actions to preserve our cash, which may have a material adverse effect on our future cash flows and results of operations.
We will need to raise additional capital or financing to continue to execute and expand our business.
While we expect that our existing cash and additional funding available under our GBC Credit Facility, combined with funds available to us under our subordinated
line of credit and the potential net proceeds from our At-The-Market offering will be sufficient to meet our anticipated capital resources and to fund our planned operations for
the next twelve months, such sources of funding are subject to certain restrictions and covenants and our ability to sell stock will be impacted by market conditions. If we are
unable to meet the conditions provided in the loan documents, the funds will not be available to us. In addition, should there be any delays in the receipts of key component
parts, due in part to supply chain disruptions, our ability to fulfil the backlog of sales orders will be negatively impacted resulting in lower availability of cash resources from
operations. In that event, we may be required to raise additional capital to support our expanded operations and execute on our business plan by issuing equity or convertible
debt securities. In the event we are required to obtain additional funds, there is no guarantee that additional funds will be available on a timely basis or on acceptable terms. To
the extent that we raise additional funds by issuing equity or convertible debt securities, our stockholders may experience additional dilution and such financing may involve
restrictive covenants. Newly issued securities may include preferences, superior voting rights, and the issuance of warrants or other convertible securities that will have
additional dilutive effects. We cannot assure that additional funds will be available when needed from any source or, if available, will be available on terms that are acceptable
to us. Further, we may incur substantial costs in pursuing future capital and/or financing. We may also be required to recognize non-cash expenses in connection with certain
securities we may issue, such as convertible notes and warrants, which will adversely impact our financial condition and results of operations. Our ability to obtain needed
financing may be impaired by such factors as the weakness of capital markets, and the fact that we have not been profitable, which could impact the availability and cost of
future financings. If such funds are not available when required, management will be required to curtail investments in additional sales and marketing and product development,
which may have a material adverse effect on future cash flows and results of operations.
In the event of default of the Revolving Note under the GBC Credit Facility, such default could adversely affect our business, financial condition, results of
operations or liquidity.
The loans and other obligations of the Company under the GBC Credit Facility are secured by substantially all of our tangible and intangible assets (including, without
limitation, intellectual property) pursuant to the terms of a Loan and Security Agreement with GBC dated July 28, 2023 (the “Agreement”) and an Intellectual Property Security
Agreement (the “IP Security Agreement”). The GBC Credit Facility is evidenced by a revolving note, which matures on July 28, 2025 (the “Maturity Date”), unless extended,
modified, or renewed (the “Revolving Note”). Provided that there is no event of default, the Maturity Date can automatically be extended for one (1) year period upon payment
of a renewal fee for each such extension in the amount of three-quarters of one percent (0.75%) of the Revolving Loan Commitment, which fee will be due and payable on or
before the applicable Maturity Date. The holder of the Revolving Note is entitled to all of the benefits and security provided for in the Agreement. All Revolving Loans shall be
repaid by the Borrower on the Maturity Date, unless payable sooner pursuant to the provisions of the Agreement. As a secured party, upon an event of default, GBC will have a
first priority right to the collateral granted to them under the Agreement and IP Security Agreement, and we may lose our ownership interest in the assets pledged as security
interest. A loss of our collateral will have a material adverse effect on our operations, our business and financial condition.
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Backlog may not be indicative of future operating results.
Future revenue for the Company can be influenced by order backlog. Backlog represents the dollar amount of revenues we expect to recognize in the future from
contracts awarded and in progress. Backlog substantially represents new orders. Backlog is not a measure defined by generally accepted accounting principles and is not a
measure of contract profitability. Our methodology for determining backlog may not be comparable to methodologies used by other companies in determining their backlog
amounts. The backlog values we disclose include anticipated revenues associated with: (1) the original contract amounts; (2) change orders for which we have received written
confirmations from the applicable customers; (3) change orders for which we expect to receive confirmations in the ordinary course of business; and (4) claims that we have
made against customers. In addition, the timing of order placement, size, and customer delivery dates can create unusual fluctuations in backlog.
We include unapproved change orders for which we expect to receive confirmations in the ordinary course of business in backlog, generally to the extent of the lesser
of the amount management expects to recover or the associated costs incurred. Any revenue that would represent profit associated with unapproved change orders is generally
excluded from backlog until written confirmation is obtained from the applicable customer. However, consideration is given to our history with the customer as well as the
contractual basis under which we may be operating. Accordingly, in certain cases based on our historical experience in resolving unapproved change orders with a customer, the
associated profit may be included in backlog. However, if an unapproved change order is under dispute or has been previously rejected by the customer, the associated amount
of revenue is treated as a claim.
For amounts included in backlog that are attributable to claims, we include unapproved claims in backlog when we have a legal basis to do so, consider collection to
be probable and believe we can reliably estimate the ultimate value. Claims revenue is included in backlog to the extent of the lesser of the amount management expects to
recover or associated costs incurred.
Backlog may not be indicative of future operating results, and projects in our backlog may be cancelled, modified or otherwise altered by customers. Our ability to
realize revenue from the current backlog is dependent on among other things, the delivery of key parts from our vendors in a timely manner. We can provide no assurance as to
the profitability of our contracts reflected in backlog.
Economic conditions may adversely affect consumer spending and the overall general health of our customers, which, in turn, may adversely affect our financial
condition, results of operations and cash resources.
Uncertainty about the current and future global economic conditions may cause our customers to defer purchases or cancel purchase orders for our products in
response to tighter credit, decreased cash availability and weakened consumer confidence. Our financial success is sensitive to changes in general economic conditions, both
globally and nationally. Recessionary economic cycles, higher interest borrowing rates, higher fuel and other energy costs, inflation, increases in commodity prices, higher
levels of unemployment, higher consumer debt levels, higher tax rates and other changes in tax laws or other economic factors that may affect consumer spending or buying
habits could continue to adversely affect the demand for our products. If credit pressures or other financial difficulties result in insolvency for our customers, it could adversely
impact our financial results. There can be no assurances that government and consumer responses to the disruptions in the financial markets will restore consumer confidence.
We are dependent on a few customers for the majority of our net revenues, and our success depends on demand from OEMs and other users of our battery
products.
Historically a majority of our product sales have been generated from a small number of OEMs and customers, including two (2) customers who, on an aggregate
basis, made up 57% of our sales for the year ended June 30, 2023, and four (4) customers who, on an aggregate basis, made up 69% of our sales for the year ended June 30,
2022. As a result, our success depends on continued demand from this small group of customers and their willingness to incorporate our battery products in their equipment.
The loss of a significant customer would have an adverse effect on our revenues. There is no assurance that we will be successful in our efforts to convince end users to accept
our products. Our failure to gain acceptance of our products could have a material adverse effect on our financial condition and results of operations.
Additionally, OEMs, their dealers and battery distributors may be subject to changes in demand for their equipment which could significantly affect our business,
financial condition and results of operations.
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We do not have long-term contracts with our customers.
We do not have long-term contracts with our customers. Future agreements with respect to pricing, returns, promotions, among other things, are subject to periodic
negotiation with each customer. No assurance can be given that our customers will continue to do business with us. The loss of any of our significant customers will have a
material adverse effect on our business, results of operations, financial condition and liquidity. In addition, the uncertainty of product orders can make it difficult to forecast our
sales and allocate our resources in a manner consistent with actual sales, and our expense levels are based in part on our expectations of future sales. If our expectations
regarding future sales are inaccurate, we may be unable to reduce costs in a timely manner to adjust for sales shortfalls.
Real or perceived hazards associated with Lithium-ion battery technology may affect demand for our products.
Press reports have highlighted situations in which lithium-ion batteries in automobiles and consumer products have caught fire or exploded. In response, the use and
transportation of lithium-ion batteries has been prohibited or restricted in certain circumstances. This publicity has resulted in a public perception that lithium-ion batteries are
dangerous and unpredictable. Although we believe our battery packs are safe, these perceived hazards may result in customer reluctance to adopt our lithium-ion based
technology.
Our products may experience quality problems from time to time that could result in negative publicity, litigation, product recalls and warranty claims, which
could result in decreased revenues and harm to our brands.
A catastrophic failure of our battery modules could cause personal or property damages for which we would be potentially liable. Damage to or the failure of our
battery packs to perform to customer specifications could result in unexpected warranty expenses or result in a product recall, which would be time consuming and expensive.
Such circumstances could result in negative publicity or lawsuits filed against us related to the perceived quality of our products which could harm our brand and decrease
demand for our products.
We may be subject to product liability claims.
If one of our products were to cause injury to someone or cause property damage, including as a result of product malfunctions, defects, or improper installation, then
we could be exposed to product liability claims. We could incur significant costs and liabilities if we are sued and if damages are awarded against us. Further, any product
liability claim we face could be expensive to defend and could divert management’s attention. The successful assertion of a product liability claim against us could result in
potentially significant monetary damages, penalties or fines, subject us to adverse publicity, damage our reputation and competitive position, and adversely affect sales of our
products. In addition, product liability claims, injuries, defects, or other problems experienced by other companies in the solar industry could lead to unfavorable market
conditions for the industry as a whole, and may have an adverse effect on our ability to attract new customers, thus harming our growth and financial performance. Although we
carry product liability insurance, it may be insufficient in amount to cover our claims.
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Tariffs could be imposed on lithium-ion batteries or on any other component parts by the United States government or a resulting trade war could have a material
adverse effect on our results of operations.
In 2018, the United States government announced tariffs on certain steel and aluminum products imported into the United States, which led to reciprocal tariffs being
imposed by the European Union and other governments on products imported from the United States. The United States government has implemented tariffs on goods imported
from China.
The lithium-ion battery industry has been subjected to tariffs implemented by the United States government on goods imported from China. There is an ongoing risk of
new or additional tariffs being put in place on lithium-ion batteries or related part. Since all of our lithium-ion batteries are manufactured in China, current and potential tariffs
on lithium-ion batteries imported by us from China could increase our costs, require us to increase prices to our customers or, if we are unable to do so, result in lower gross
margins on the products sold by us. China has already imposed tariffs on a wide range of American products in retaliation for the American tariffs on steel and aluminum.
Additional tariffs could be imposed by China in response to actual or threatened tariffs on products imported from China. The imposition of additional tariffs by the United
States could trigger the adoption of tariffs by other countries as well. Any resulting escalation of trade tensions, including a “trade war,” could have a significant adverse effect
on world trade and the world economy, as well as on our results of operations. At this time, we cannot predict how such enacted tariffs will impact our business. Tariffs on
components imported by us from China could have a material adverse effect on our business and results of operations.
We are dependent on a limited number of suppliers for our battery cells, and the inability of these suppliers to continue to deliver, or their refusal to deliver, our
battery cells at prices and volumes acceptable to us would have a material adverse effect on our business, prospects and operating results.
We do not manufacture the battery cells used in our energy storage packs. Our battery cells, which are an integral part of our battery products and systems, are sourced
from a limited number of manufacturers located in China. While we obtain components for our products and systems from multiple sources whenever possible, we have spent a
great deal of time in developing and testing our battery cells that we receive from our suppliers. We refer to the battery cell suppliers as our “limited source suppliers.”
Additionally, our operations are materially dependent upon the continued market acceptance and quality of these manufacturers’ products and their ability to continue to
manufacture products that are competitive and that comply with laws relating to environmental and efficiency standards. Our inability to obtain products from one or more of
these suppliers or a decline in market acceptance of these suppliers’ products could have a material adverse effect on our business, results of operations and financial condition.
From time to time we have experienced shortages, allocations and discontinuances of certain components and products, resulting in delays in filling orders. Qualifying new
suppliers to compensate for such shortages may be time-consuming and costly. In addition, we may have to recertify our UL Listings for the battery cells from new suppliers,
which in turn has led to delays in product acceptance. Similar delays may occur in the future. Furthermore, the performance of the components from our suppliers as
incorporated in our products may not meet the quality requirements of our customers.
To date, we have no qualified alternative sources for our battery cells although we research and assess cells from other suppliers on an ongoing basis. We generally do
not maintain long-term agreements with our limited source suppliers. While we believe that we will be able to establish additional supplier relationships for our battery cells,
we may be unable to do so in the short term or at all at prices, quality or costs that are favorable to us.
Changes in business conditions, wars, regulatory requirements, economic conditions and cycles, governmental changes, pandemic, and other factors beyond our
control could also affect our suppliers’ ability to deliver components to us on a timely basis or cause us to terminate our relationship with them and require us to find
replacements, which we may have difficulty doing. Furthermore, if we experience significant increased demand, or need to replace our existing suppliers, there can be no
assurance that additional supplies of component parts will be available when required on terms that are favorable to us, at all, or that any supplier would allocate sufficient
supplies to us in order to meet our requirements or fill our orders in a timely manner. In the past, we have replaced certain suppliers because of their failure to provide
components that met our quality control standards. The loss of any limited source supplier or the disruption in the supply of components from these suppliers could lead to
delays in the deliveries of our battery products and systems to our customers, which could hurt our relationships with our customers and also materially adversely affect our
business, prospects and operating results.
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Increases in costs, disruption of supply or shortage of raw materials, in particular lithium-ion phosphate cells, could harm our business.
We may experience increases in the costs, or a sustained interruption in the supply or shortage, of raw materials. Any such cost increase or supply interruption could
materially negatively impact our business, prospects, financial condition and operating results. For instance, we are exposed to multiple risks relating to price fluctuations for
lithium-iron phosphate cells.
These risks include:
● the inability or unwillingness of battery manufacturers to supply the number of lithium-iron phosphate cells required to support our sales as demand for such
rechargeable battery cells increases;
● disruption in the supply of cells due to quality issues or recalls by the battery cell manufacturers; and
● an increase in the cost of raw materials, such as iron and phosphate, used in lithium-iron phosphate cells.
Our success depends on our ability to develop new products and capabilities that respond to customer demand, industry trends or actions by our competitors and
failure to do so may cause us to lose our competitiveness in the battery industry and may cause our profits to decline.
Our success will depend on our ability to develop new products and capabilities that respond to customer demand, industry trends or actions by our competitors. There
is no assurance that we will be able to successfully develop new products and capabilities that adequately respond to these forces. In addition, changes in legislative, regulatory
or industry requirements or in competitive technologies may render certain of our products obsolete or less attractive. If we are unable to offer products and capabilities that
satisfy customer demand, respond adequately to changes in industry trends or legislative changes and maintain our competitive position in our markets, our financial condition
and results of operations would be materially and adversely affected.
The research and development of new products and technologies is costly and time consuming, and there are no assurances that our research and development efforts
will be either successful or completed within anticipated timeframes, if at all. Our failure to technologically evolve and/or develop new or enhanced products may cause us to
lose competitiveness in the battery market. In addition, in order to compete effectively in the renewable battery industry, we must be able to launch new products to meet our
customers’ demands in a timely manner. However, we cannot provide assurance that we will be able to install and certify any equipment needed to produce new products in a
timely manner, or that the transitioning of our manufacturing facility and resources to full production under any new product programs will not impact production rates or other
operational efficiency measures at our manufacturing facility. In addition, new product introductions and applications are risky, and may suffer from a lack of market
acceptance, delays in related product development and failure of new products to operate properly. Any failure by us to successfully launch new products, or a failure by us to
meet our customers criteria in order to accept such products, could adversely affect our results.
Our business will be adversely affected if we are unable to protect our intellectual property rights from unauthorized use or infringement by third parties.
Any failure to protect our intellectual proprietary rights could result in our competitors offering similar products, potentially resulting in the loss of some of our
competitive advantage and a decrease in our revenue, which would adversely affect our business, prospects, financial condition and operating results. Our success depends, at
least in part, on our ability to protect our core technology and intellectual property. To accomplish this, we rely on a combination of patents, patent applications, trade secrets,
including know-how, employee and third-party nondisclosure agreements, copyright laws, trademarks, intellectual property licenses and other contractual rights to establish and
protect our proprietary rights in our technology.
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The protections provided by patent laws will be important to our future opportunities. However, such patents and agreements and various other measures we take to
protect our intellectual property from use by others may not be effective for various reasons, including the following:
● the patents we have been granted may be challenged, invalidated or circumvented because of the pre-existence of similar patented or unpatented intellectual
property rights or for other reasons;
● the costs associated with enforcing patents, confidentiality and invention agreements or other intellectual property rights may make aggressive enforcement
impracticable; and
● existing and future competitors may independently develop similar technology and/or duplicate our systems in a way that circumvents our patents.
Our patent applications may not result in issued patents, which may have a material adverse effect on our ability to prevent others from commercially exploiting
products similar to ours.
We cannot be certain that we are the first creator of inventions covered by pending patent applications or the first to file patent applications on these inventions, nor
can we be certain that our pending patent applications will result in issued patents or that any of our issued patents will afford protection against a competitor. In addition, patent
applications that we intend to file in foreign countries are subject to laws, rules and procedures that differ from those of the United States, and thus we cannot be certain that
foreign patent applications related to issue United States patents will be issued. Furthermore, if these patent applications issue, some foreign countries provide significantly less
effective patent enforcement than in the United States.
The status of patents involves complex legal and factual questions and the breadth of claims allowed is uncertain. As a result, we cannot be certain that the patent
applications that we file will result in patents being issued, or that our patents and any patents that may be issued to us in the near future will afford protection against
competitors with similar technology. In addition, patents issued to us may be infringed upon or designed around by others and others may obtain patents that we need to license
or design around, either of which would increase costs and may adversely affect our business, prospects, financial condition and operating results.
We rely on trade secret protections through confidentiality agreements with our employees, customers and other parties; the breach of such agreements could
adversely affect our business and results of operations.
We rely on trade secrets, which we seek to protect, in part, through confidentiality and non-disclosure agreements with our employees, customers and other parties.
There can be no assurance that these agreements will not be breached, that we would have adequate remedies for any such breach or that our trade secrets will not otherwise
become known to or independently developed by competitors. To the extent that consultants, key employees or other third parties apply technological information
independently developed by them or by others to our proposed projects, disputes may arise as to the proprietary rights to such information that may not be resolved in our favor.
We may be involved from time to time in litigation to determine the enforceability, scope and validity of our proprietary rights. Any such litigation could result in substantial
cost and diversion of effort by our management and technical personnel.
Our business depends substantially on the continuing efforts of the members of our senior management team, and our business may be severely disrupted if we
lose their services.
We believe that our success is largely dependent upon the continued service of the members of our senior management team, who are critical to establishing our
corporate strategies and focus, overseeing the execution of our business strategy and ensuring our continued growth. Our continued success will depend on our ability to attract
and retain a qualified and competent management team in order to manage our existing operations and support our expansion plans. Although we are not aware of any change,
if any of the members of our senior management team are unable or unwilling to continue in their present positions, we may not be able to replace them readily. Therefore, our
business may be severely disrupted, and we may incur additional expenses to recruit and retain their replacement. In addition, if any of the members of our senior management
team joins a competitor or forms a competing company, we may lose some of our customers.
If we are forced to implement workforce reductions, our staff resources will be stretched making our ability to comply with legal and regulatory requirements as a
public company difficult.
There can be no assurance that our management team will be able to implement and affect programs and policies in an effective and timely manner especially if
subject to workforce reductions, that adequately respond to increased legal, regulatory compliance and reporting requirements imposed by such laws and regulations. Our
failure to comply with such laws and regulations could lead to the imposition of fines and penalties and further result in the deterioration of our business.
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Compliance with changing regulations concerning corporate governance and public disclosure may result in additional expenses.
There have been changing laws, regulations and standards relating to corporate governance and public disclosure, including the (Sarbanes-Oxley) Act of 2002, new
regulations promulgated by the SEC and rules promulgated by the national securities exchanges. These new or changed laws, regulations and standards are subject to varying
interpretations in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and
governing bodies, which could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance
practices. As a result, our efforts to comply with evolving laws, regulations and standards are likely to continue to result in increased general and administrative expenses and a
diversion of management time and attention from revenue-generating activities to compliance activities. Members of our Board of Directors and our chief executive officer and
chief financial officer could face an increased risk of personal liability in connection with the performance of their duties. As a result, we may have difficulty attracting and
retaining qualified directors and executive officers, which could harm our business. If the actions we take in our efforts to comply with new or changed laws, regulations and
standards differ from the actions intended by regulatory or governing bodies, we could be subject to liability under applicable laws or our reputation may be harmed.
In addition, Sarbanes-Oxley specifically requires, among other things, that we maintain effective internal controls for financial reporting and disclosure of controls and
procedures. In particular, we must perform system and process evaluation and testing of our internal controls over financial reporting to allow management to report on the
effectiveness of our internal controls over financial reporting, as required by Section 404 of Sarbanes-Oxley. Our testing, or the subsequent testing by our independent
registered public accounting firm, when required, may reveal deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses. Our
compliance with Section 404 will require that we incur substantial accounting expense and expend significant management efforts. We currently do not have an internal audit
group, and we may need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge. Moreover, if we are
not able to comply with the requirements of Section 404 in a timely manner, or if we or our independent registered public accounting firm identifies deficiencies in our internal
controls over financial reporting that are deemed to be material weaknesses, the market price of our stock could decline, and we could be subject to sanctions or investigations
by the SEC or other regulatory authorities, which would require additional financial and management resources.
We have identified material weaknesses in our internal control over financial reporting. If we are unable to remediate these material weaknesses, or if we identify
additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our
financial condition or results of operations, which may adversely affect our business and stock price.
Based on management’s evaluation of our disclosure controls and procedures as of June 30, 2023, we identified material weaknesses in our internal controls over
financial reporting. The material weaknesses were based on our ineffective oversight of our internal control over financial reporting and lack of sufficient personnel resources
with technical accounting expertise related to certain aspects of the financial reporting process. Until such time as we could have additional resources with such level of
technical accounting expertise, management intends to implement measures designed to improve our internal control over financial reporting to remediate material weaknesses,
including the use of third-party consultants and accounting experts.
We are committed to remediating our material weakness. However, there can be no assurance as to when this material weakness will be remediated or that additional
material weaknesses will not arise in the future. If we are unable to maintain effective internal control over financial reporting, our ability to record, process and report financial
information timely and accurately could be adversely affected and could result in a material misstatement in our financial statements, which could subject us to litigation or
investigations, require management resources, increase our expenses, negatively affect investor confidence in our financial statements and adversely impact the trading price of
our common stock.
We may face significant costs relating to environmental regulations for the storage and shipment of our lithium-ion battery packs.
Federal, state, and local regulations impose significant environmental requirements on the manufacture, storage, transportation, and disposal of various components of
advanced energy storage systems. Although we believe that our operations are in material compliance with applicable environmental regulations, there can be no assurance that
changes in such laws and regulations will not impose costly compliance requirements on us or otherwise subject us to future liabilities. Moreover, Federal, state, and local
governments may enact additional regulations relating to the manufacture, storage, transportation, and disposal of components of advanced energy storage systems. Compliance
with such additional regulations could require us to devote significant time and resources and could adversely affect demand for our products. There can be no assurance that
additional or modified regulations relating to the manufacture, storage, transportation, and disposal of components of advanced energy systems will not be imposed.
Natural disasters, public health crises, political crises and other catastrophic events or other events outside of our control may damage our sole facility or the
facilities of third parties on which we depend, and could impact consumer spending.
Our sole production facility is located in southern California near major geologic faults that have experienced earthquakes in the past. An earthquake or other natural
disaster or power shortages or outages could disrupt our operations or impair critical systems. Any of these disruptions or other events outside of our control could affect our
business negatively, harming our operating results. In addition, if our sole facility, or the facilities of our suppliers, third-party service providers or customers, is affected by
natural disasters, such as earthquakes, tsunamis, power shortages or outages, floods or monsoons, public health crises, such as pandemics and epidemics, political crises, such
as terrorism, war, political instability or other conflict, or other events outside of our control, our business and operating results could suffer. Moreover, these types of events
could negatively impact consumer spending in the impacted regions or, depending upon the severity, globally, which could adversely impact our operating results. Similar
disasters occurring at our vendors’ manufacturing facilities could impact our reputation and our consumers’ perception of our brands.
19
Security breaches, loss of data and other disruptions could compromise sensitive information related to our business, prevent us from accessing critical
information or expose us to liability, which could adversely affect our business and our reputation.
We utilize information technology systems and networks to process, transmit and store electronic information in connection with our business activities. As the use of
digital technologies has increased, cyber incidents, including deliberate attacks and attempts to gain unauthorized access to computer systems and networks and divert financial
resources, have increased in frequency and sophistication. These threats pose a risk to the security of our systems and networks and the confidentiality, availability and integrity
of our data, all of which are vital to our operations and business strategy. There can be no assurance we will succeed in preventing cyber-attacks or successfully mitigating their
effects.
Despite implementing security measures, any of the internal computer systems belonging to us or our suppliers are vulnerable to damage from computer viruses,
unauthorized access, natural disasters, terrorism, war, and telecommunication and electrical failure. Any system failure, accident, security breach or data breach that causes
interruptions could result in a material disruption of our product development programs. Further, our information technology and other internal infrastructure systems, including
firewalls, servers, leased lines and connection to the Internet, face the risk of systemic failure, which could disrupt our operations. If any disruption or security breach results in
a loss or damage to our data or applications, or inappropriate disclosure of confidential or proprietary information, we may incur resulting liability, and competitive position
may be adversely affected, and the further development of our products may be delayed. Furthermore, we may incur additional costs to remedy the damage caused by these
disruptions or security breaches.
Risks Related to Our Common Stock and Market
The market price of our common stock could become volatile, or our trading volume become weak, either of which could lead to the price of our stock being
depressed at a time when you may want to sell.
Our common stock is being traded on The NASDAQ Capital Market under the symbol “FLUX.” We cannot predict the extent to which investor interest in our
common stock will lead to the development of an active trading market on that stock exchange or any other exchange in the future. An active market for our common stock may
never develop. We cannot assure you that the volume of trading in shares of our common stock will increase in the future. The trading price of our common stock has
experienced volatility and is likely to continue to be highly volatile in response to numerous factors, many of which are beyond our control, including, without limitation, the
following:
● our earnings releases, actual or anticipated changes in our earnings, fluctuations in our operating results or our failure to meet the expectations of financial
market analysts and investors;
● changes in financial estimates by securities analysts, if any, who might cover our stock;
● speculation about our business in the press or the investment community;
● significant developments relating to our relationships with our customers or suppliers;
● stock market price and volume fluctuations of other publicly traded companies and, in particular, those that are in our industry;
● customer demand for our products;
● investor perceptions of our industry in general and our Company in particular;
● general economic conditions and trends;
● announcements by us or our competitors of new products, significant acquisitions, strategic partnerships or divestitures;
● changes in accounting standards, policies, guidance, interpretation or principles;
● loss of external funding sources;
● sales of our common stock, including sales by our directors, officers or significant stockholders; and
● additions or departures of key personnel.
The trading price and volume of our common stock may impact your ability to sell your shares of common stock, causing you to lose all or part of your investment.
20
The ownership of our stock is highly concentrated in our management, and we have one controlling stockholder.
As of September 8, 2023, our directors and executive officers, and their respective affiliates beneficially owned approximately 28.5% of our outstanding common
stock, including common stock underlying options, and warrants that were exercisable or convertible or which would become exercisable or convertible within 60 days.
Michael Johnson, our director and sole director of Esenjay Investments LLC (“Essenjay”), beneficially owns approximately 26.7% of such outstanding common stock. As a
result of their ownership, our directors and executive officers and their respective affiliates collectively, and Esenjay, individually, are able to significantly influence all matters
requiring stockholder approval, including the election of directors and approval of significant corporate transactions. This concentration of ownership may also have the effect
of delaying or preventing a change in control.
We do not intend to pay dividends on shares of our common stock for the foreseeable future.
We have never declared or paid any cash dividends on shares of our common stock. We intend to retain any future earnings to fund the operation and expansion of our
business and, therefore, we do not anticipate paying cash dividends on shares of our common stock in the foreseeable future.
Although our common stock is listed on The NASDAQ Capital Market, there can be no assurance that we will be able to comply with continued listing standards
of The NASDAQ Capital Market.
Although our common stock is listed on The NASDAQ Capital Market, we cannot assure you that we will be able to continue to comply with the minimum bid price
requirement, stockholder equity requirement and the other standards that we are required to meet in order to maintain a listing of our common stock on The NASDAQ Capital
Market. Our failure to continue to meet these requirements may result in our common stock being delisted from The NASDAQ Capital Market. There can be no assurance that
our common stock will continue to trade on The Nasdaq Capital Market or trade on the over-the counter markets or any public market in the future. In the event our common
stock is delisted, our stock price and market liquidity of our stock will be adversely affected which will impact your ability to sell your securities in the market.
Preferred Stock may be issued under our Articles of Incorporation which may have superior rights to our common stock.
Our Articles of Incorporation authorize the issuance of up to 500,000 shares of preferred stock. The preferred stock may be issued in one or more series, the terms of
which may be determined at the time of issuance. These terms may include voting rights including the right to vote as a series on particular matters, preferences as to dividends
and liquidation, conversion rights, redemption rights and sinking fund provisions. In addition, these voting, conversion and exchange rights of preferred stock could negatively
affect the voting power or other rights of our common stockholders. The issuance of any preferred stock could diminish the rights of holders of our common stock, or delay or
prevent a change of control of our Company, and therefore could reduce the value of such common stock.
21
ITEM 1B - UNRESOLVED STAFF COMMENTS
None.
ITEM 2 - PROPERTIES
Our corporate headquarters and production facility totals approximately 63,200 square feet and is located in Vista, California. Our production facility is ISO 9001
certified. We lease this property. Rent during the year ended June 30, 2023 was approximately $64,000 per month, and our annual rent will escalate approximately 3% per year
through the end of the lease term on November 20, 2026. Our east coast customer service facility located in Atlanta, Georgia is approximately 4,900 square feet and monthly
rent is approximately $5,000, which will escalate approximately 5% per year through the end of the lease term on April 30, 2028. Total rent expense was approximately
$899,000 and $867,000 for the fiscal years ended June 30, 2023 and 2022, respectively.
We believe that our leased property is in good condition and suitable for the conduct of our business.
ITEM 3 - LEGAL PROCEEDINGS
From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to
inherent uncertainties and an adverse result in any legal proceedings that may arise from time to time may harm the Company’s business. To the best knowledge of
management, there are no material legal proceedings pending against us.
ITEM 4 - MINE SAFETY DISCLOSURES
Not applicable.
22
ITEM 5 - MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES
PART II
Market for Common Stock
Our common stock is traded on The NASDAQ Capital Market under the symbol “FLUX.”
Holders of Record of Common Stock
As of September 8, 2023, we had approximately 1,367 stockholders of record for our common stock. The foregoing number of stockholders of record does not include
an unknown number of stockholders who hold their stock in “street name.”
Dividend Policy
We have never declared or paid cash dividends on our common stock. We presently do not expect to declare or pay such dividends in the foreseeable future and expect
to reinvest all undistributed earnings to expand our operations, which the management believes would be of the most benefit to our stockholders. The declaration of dividends,
if any, will be subject to the discretion of our Board of Directors, which may consider such factors as our results of operations, financial condition, capital needs and acquisition
strategy, among others.
Recent Sales of Unregistered Securities
Unregistered securities sold by the Company during the period covered by this report have been previously reported in a Quarterly Report on Form 10-Q or Current
Report on Form 8-K.
Purchases of Equity Securities
None.
Equity Compensation Plan Information
The following table provides certain information with respect to our equity compensation plans in effect as of June 30, 2023:
Number of
securities to be
issued upon
exercise of
outstanding
options, and
settlement of
RSUs
(a)
Weighted-
average exercise
price of
outstanding
options, and
issuance price of
RSUs
(b)
Number of
securities
remaining
available for
future issuance
under equity
compensation
plans (excluding
securities
reflected in
column a)
(c)
732,352
412,853
21,944
-
$
$
1,167,149
$
7.94
3.43
10.00
-
6.39
91,907
1,587,147
-
350,000
2,029,054
Equity compensation plans approved by shareholders(1)
Equity compensation plans approved by shareholders(2)
Equity compensation plans not approved by shareholders(3)
Equity compensation plans approved by shareholders(4)
Total
(1) Represents shares of common stock reserved for issuance under the 2014 Equity Incentive Plan (the “2014 Plan”) which was approved by our shareholders on February 17,
2015, and was amended on October 25, 2017.
(2) Represents shares of common stock reserved for issuance under the 2021 Equity Incentive Plan (the “2021 Plan”) which was approved by our shareholders on April 29,
2021.
(3) Consists of 7,200 options granted under the 2010 Stock Option Plan (the “2010 Plan”) and assumed by us in the reverse acquisition. An additional 30,700 non-qualified
options were issued. At June 30, 2023, there were 21,944 options outstanding.
(4) Represents the number of shares of common stock reserved as authorized for the grant of options under the Flux Power Holdings, Inc. 2023 Employee Stock Purchase Plan
(the “2023 ESPP”), which was approved by our shareholders on April 20, 2023.
ITEM 6 - RESERVED
Not Applicable.
23
ITEM 7 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The discussion should be read in conjunction with the Consolidated Financial Statements and Notes thereto contained in this Annual Report on Form 10-K. Some
of the statements contained in the following discussion of the Company’s financial condition and results of operations refer to future expectations or include other
“forward-looking” information. Those statements are subject to known and unknown risks, uncertainties and other factors that could cause the actual results to differ
materially from those contemplated, including, but not limited to, those discussed in Part I, Item 1A of this report under the heading “Risk Factors,” which are
incorporated herein by reference. See “Special Note regarding Forward-Looking Statements” included in this Report on Form 10-K for a discussion of factors to be
considered when evaluating forward-looking information detailed below. These factors could cause our actual results to differ materially from the forward-looking
statements.
Business Overview
We design, develop, manufacture, and sell a portfolio of advanced lithium-ion energy storage solutions for electrification of a range of industrial and commercial
sectors which include material handling, airport ground support equipment (“GSE”), and stationary energy storage. We believe our mobile and stationary energy storage
solutions provide our customers a reliable, high performing, cost effective, and more environmentally friendly alternative as compared to traditional lead acid and propane-
based solutions. Our modular and scalable design allows different configurations of lithium-ion battery packs to be paired with our proprietary wireless battery management
system to provide the level of energy storage required and “state of the art” real time monitoring of pack performance. We believe that the increasing demand for lithium-ion
battery packs and more environmentally friendly energy storage solutions in the material handling sector should continue to drive our revenue growth.
Our long-term strategy is to meet the rapidly growing demand for lithium-ion energy solutions and to be the supplier of choice, targeting large companies having
energy storage needs. We have established selling relationships with large fleets of forklifts and GSEs. We intend to reach this goal by investing in research and development to
expand our product mix, by expanding our sales and marketing efforts, improving our customer support efforts and continuing our efforts to improve production capacity and
efficiencies. Our research and development efforts will continue to focus on providing adaptable, reliable and cost-effective energy storage solutions for our customers. We
have filed three new patents on advanced technology related to lithium-ion battery packs. The technology behind these pending patents is designed to:
● increase battery life by optimizing the charging cycle,
● give users a better understanding of the health of their battery in use, and
● apply artificial intelligence to predictively balance the cells for optimal performance.
Our largest sector of penetration thus far has been the material handling sector which we believe is a multi-billion-dollar addressable market. We believe the sector will
provide us with an opportunity to grow our business as we enhance our product mix and service levels and grow our sales to large fleets of forklifts and GSEs. Applications of
our modular packs for other industrial and commercial uses, such as solar energy storage, are providing additional current growth and further opportunities. We intend to
continue to expand our supply chain and customer partnerships and seek further partnerships and/or acquisitions that provide synergy to meeting our growth and “building
scale” objectives.
The following table summarizes the new orders, shipments, and backlog activities for the last six (6) fiscal quarters:
Fiscal Quarter Ended
March 31, 2022
June 30, 2022
September 30, 2022
December 31, 2022
March 31, 2023
June 30, 2023
Beginning
Backlog
New Orders
Shipments
$
$
$
$
$
$
31,415,000
38,593,000
35,020,000
26,858,000
30,352,000
25,016,000
$
$
$
$
$
$
20,495,000
11,622,000
9,678,000
20,652,000
9,751,000
19,780,000
$
$
$
$
$
$
13,317,000
15,195,000
17,840,000
17,158,000
15,087,000
16,252,000
$
$
$
$
$
$
Ending
Backlog
38,593,000
35,020,000
26,858,000
30,352,000
25,016,000
28,544,000
24
“Backlog” represents the amount of anticipated revenues we may recognize in the future from existing contractual orders with customers that are in progress and have
not yet shipped. Backlog values may not be indicative of future operating results as orders may be cancelled, modified or otherwise altered by customers. In addition, our
ability to realize revenue from our backlog will be dependent on the delivery of key parts from our suppliers and our ability to manufacture and ship our products to customers
in a timely manner. There can be no assurance that outstanding customer orders will be fulfilled as expected and that our backlog will result in future revenues.
As of September 8, 2023, our order backlog was approximately $27.2 million.
Business Updates
Many of the disruptions from the COVID-19 pandemic over the past several years have largely abated. During the pandemic, we, like others in the industry,
experienced supply chain challenges such as delays of purchased components and the shortage of components. We have addressed these supply chain challenges with improved
vendor selection, and improved supply chain internal practices. However, we have experienced shipment delays of battery packs for some forklift models that have experienced
production delays. We have seen recent improvements in shipment timing. The price increases during the pandemic for steel and domestic freight have lessened but still remain
higher than pre-pandemic. Price recovery of increased pandemic-related costs have now begun to be realized in shipments during the latter part of Fiscal 2023. However, there
can be no assurance that our price increases, inventory levels or any future steps we take will be sufficient to offset the rising procurement costs and manage sourcing of raw
materials and component parts effectively.
Lead times for forklifts and GSE Equipment have been extended for certain model lines of major OEMs. These extended lead times have resulted in some shipment
deferrals and delays in receiving anticipated orders. Not all product lines are impacted but the impact has required additional selling efforts to maintain our sales trajectory.
○ Business expansion to accelerate gross margin
● Leverage current high-profile “proven customer relationships” to respond to growing demand of large fleets for lithium-ion value proposition.
● Pursue new market that can leverage our technology and manufacturing capabilities.
● Expand features of our popular “SkyBMS” (telemetry) which provides customized fleet management, and real time reports.
● Expand our manufacturing and service capacities to ensure customer satisfaction from increased deliveries, and service.
● Capitalize on our leadership position with new offerings.
● While we are “agnostic to the type of lithium chemistry,” ensure our research to support other chemistries as they may become available. Ensure we have
leadership with our core technology, without dependence on purchasing critical technology.
There can be no assurance that these initiatives and efforts will be successful.
25
Overview of 2023 Financing Activities
At-The-Market Offering
On October 16, 2020, we filed a shelf registration on Form S-3 for up to $50 million to support our ability to raise capital to support our business growth. In
connection with the shelf registration statement, in December 2020, we entered into a Sales Agreement with H.C. Wainwright & Co., LLC enabling us to sell shares of our
common stock in an “At-The-Market” offering from time to time. On May 27, 2021, we filed an amendment to the prospectus supplement dated December 21, 2020, allowing
us to sell up to $20 million of shares under the At-The-Market offering program (“ATM Offering”). In Fiscal 2021 we sold an aggregate of 978,782 shares of common stock at
an average price of $12.93 per share for gross proceeds of approximately $12.7 million in the ATM Offering, prior to deducting commissions and other offering related
expenses. In Fiscal 2022, we sold an additional 190,782 shares of common stock at average price of $8.70 per share for gross proceeds of approximately $1.7 million in the
ATM Offering, prior to deducting commissions and other offering related expenses. In Fiscal 2023, we sold an additional 355,309 shares of common stock at average price of
$4.54 per share for gross proceeds of approximately $1.6 million in the ATM Offering, prior to deducting commissions and other offering related expenses. As of June 30, 2023,
approximately $4.1 million remained available under the ATM Offering for future sales of our common stock.
Gibraltar Credit Facility
On July 28, 2023, we entered into a certain Loan and Security Agreement (the “Agreement”) with Gibraltar Business Capital, LLC, a Delaware limited liability
company (“GBC”). The Agreement provides us with a senior secured revolving loan facility (the “GBC Credit Facility”) for up to $15 million (the “Revolving Loan
Commitment”). The revolving amount available under the GBC Credit Facility is equal to the lesser of the Revolving Loan Commitment and the borrowing base amount (as
defined in the Agreement). The GBC Credit Facility is evidenced by a revolving note, which matures on July 28, 2025 (the “Maturity Date”), unless extended, modified or
renewed (the “Revolving Note”). Provided that there is no event of default, the Maturity Date can automatically be extended for one (1) year period upon payment of a renewal
fee for each such extension in the amount of three-quarters of one percent (0.75%) of the Revolving Loan Commitment, which fee will be due and payable on or before the
applicable Maturity Date. In addition, subject to conditions and terms set forth in the Agreement, the we may request an increase in the Revolving Loan Commitment from time
to time upon not less than 30 days’ notice to GBC which increase may be made at the sole discretion of GBC, as long as: (a) the requested increase is in a minimum amount of
$1.0 million, and (b) the total increases do not exceed $5.0 million and no more than five (5) increases are made. Outstanding principal under the GBC Credit Facility accrues
interest at Secured Overnight Financing Rate (“SOFR”, as defined in the Agreement) plus five and one half of one percent (5.50%) per annum with such interest payment is due
monthly on the last day of the month. In the event of default, the amounts due under the Agreement bears interest at a rate per annum equal to three percent (3.0%) above the
rate that is otherwise applicable to such amounts. We paid GBC a non-refundable closing fee for the GBC Credit Facility of $112,500 upon the execution of the Agreement. In
addition, the Company is required to pay a monthly unused line fee equal to one-half of one percent (0.50%) per annum on the difference between the Revolving Loan
Commitment and the average outstanding principal balance of the revolving loan(s) for such month. The obligations under the GBC Credit Facility may be prepaid in whole or
in part at any time upon an exit fee of (a) two percent (2.00%) of the Revolving Loan Commitment if the obligations are paid in full during the first year after the closing date,
or (b) one percent (1.00%) of the Revolving Loan Commitment if the obligations are paid in full one year after the closing date, provided, that, the exit fee will be waived if
such prepayment occurs in connection with the refinancing of the obligations with Bank of America, N.A., as lender.
Termination of Silicon Valley Bank LOC
In connection with the entry into the Agreement (as described above) and the repayment in full of the principal amount outstanding under SVB Credit Facility together
with total accrued and unpaid interest and related fees with a portion of the funds from the GBC Credit Facility on July 28, 2023, we terminated the Loan and Security
Agreement, dated as of November 9, 2020, as amended, by and among SVB and the Company.
Segment and Related Information
We operate as a single reportable segment.
Recent Accounting Pronouncements
Management has considered all recent accounting pronouncements issued since the last audit of the Company’s consolidated financial statements, and believes that
these recent pronouncements will not have a material effect on the Company’s condensed consolidated financial statements.
26
Critical Accounting Policies and Estimates
Our discussion and analysis of our financial condition and results of operations are based upon our Financial Statements, which have been prepared in accordance with
accounting principles generally accepted in the United States of America (“GAAP”). The preparation of these financial statements requires us to make estimates and judgments
that affect the reported amounts of assets, liabilities, revenues, and expenses, and the related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our
estimates based on its historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under
different assumptions or conditions.
We believe the following critical accounting policies and estimates affect the preparation of our financial statements:
Accounts Receivable
Accounts receivable are carried at their estimated collectible amounts. The Company has not experienced issues related to the collection of its accounts receivable and
has not recorded an allowance for doubtful accounts during the fiscal years ended June 30, 2023 and 2022.
Inventories
Inventories consist primarily of battery management systems and the related subcomponents and are stated at the lower of cost (first-in, first-out) or net realizable
value. The Company evaluates inventories to determine if write-downs are necessary due to obsolescence or if the inventory levels are in excess of anticipated demand at
market value based on consideration of historical sales and product development plans. The Company recorded an adjustment related to obsolete inventory in the amount of
approximately $354,000 and $111,000 during the year ended June 30, 2023 and 2022, respectively.
Revenue Recognition
The Company recognizes revenue in accordance to the Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”)
for all contracts. The Company derives its revenue from the sale of products to customers. The Company sells its products primarily through a distribution network of
equipment dealers, OEMs and battery distributors in primarily North America. The Company recognizes revenue for the products when all significant risks and rewards have
been transferred to the customer, there is no continuing managerial involvement associated with ownership of the goods sold is retained, no effective control over the goods
sold is retained, the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transactions will flow to the Company and the
costs incurred or to be incurred with respect to the transaction can be measured reliably.
Product revenue is recognized as a distinct single performance obligation which represents the point in time that our customer receives delivery of the products. Our
customers do have a right to return product, but our returns have historically been minimal.
Product Warranties
The Company evaluates its exposure to product warranty obligations based on historical experience. Our products, primarily lift equipment packs, are warrantied for
five years unless modified by a separate agreement. As of June 30, 2023 and 2022, the Company carried warranty liability of approximately $1,600,000 and $1,012,000,
respectively, which is included in accrued expenses on the Company’s consolidated balance sheets.
27
Stock-based Compensation
Pursuant to the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic No. 718-10, Compensation-
Stock Compensation, which establishes accounting for equity instruments exchanged for employee service, we utilize the Black-Scholes option pricing model to estimate the
fair value of employee stock option awards at the date of grant, which requires the input of highly subjective assumptions, including expected volatility and expected life.
Changes in these inputs and assumptions can materially affect the measure of estimated fair value of our share-based compensation. These assumptions are subjective and
generally require significant analysis and judgment to develop. When estimating fair value, some of the assumptions will be based on, or determined from, external data and
other assumptions may be derived from our historical experience with stock-based payment arrangements. The appropriate weight to place on historical experience is a matter
of judgment, based on relevant facts and circumstances.
Common stock or equity instruments such as warrants issued for services to non-employees are valued at their estimated fair value at the measurement date (the date
when a firm commitment for performance of the services is reached, typically the date of issuance, or when performance is complete). If the total value exceeds the par value of
the stock issued, the value in excess of the par value is added to the additional paid-in-capital.
Recently Adopted Accounting Pronouncements
The Company did not adopt any new accounting pronouncements for the year ended June 30, 2023.
Results of Operations
Comparison of Results of Operations of the Fiscal Years Ended June 30, 2023 and 2022
The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this Annual Report.
The following table represents our statement of operations for the fiscal years ended June 30, 2023 (“Fiscal 2023”) and June 30, 2022 (“Fiscal 2022”).
Revenues
Cost of sales
Gross profit
Operating expenses:
Selling and administrative
Research and development
Total operating expenses
Operating loss
Other income (expense):
Other income
Interest expense
Net loss
Year Ended June 30,
2023
Year Ended June 30,
2022
$
$
66,337,000
49,237,000
17,100,000
17,620,000
4,890,000
22,510,000
(5,410,000)
8,000
(1,339,000)
% of Revenues
$
100%
74%
26%
28%
7%
35%
-8%
-%
-2%
$
42,333,000
35,034,000
7,299,000
15,515,000
7,141,000
22,656,000
(15,357,000)
-
(252,000)
$
(6,741,000)
-10%
$
(15,609,000)
28
% of Revenues
100%
83%
17%
37%
17%
54%
-36%
-%
-1%
-37%
Revenues
Historically our product focus has been on lift equipment, reflecting a mix of walkie pallet jacks and higher capacity packs for Class 1, 2, and 3 forklifts. Over the past
two years, we expanded our product offering into adjacent applications, including airport GSE, stationary energy storage and other solutions for industrial and commercial
applications. The launch of larger packs over the past two years has shifted our portfolio mix to include packs with higher selling prices as compared to our historical mix. We
believe that we are well positioned to address the needs of many segments within the material handling sector in light of our modular and scalable battery pack design coupled
with our proprietary battery management system that can be coupled with our telemetry based “SkyBMS” product offering.
We sell our products through several different channels including OEMs, lift equipment dealers and battery distributors as well as directly to end users, primarily in
North America. The channels sell principally to large company, national accounts. We sell certain battery packs directly to other accounts including industrial equipment
manufacturers and end users.
Revenues for Fiscal 2023 increased $24,004,000 or 57%, to $66,337,000, compared to $42,333,000 for Fiscal 2022. The increase in revenues was due to sales of
energy storage solutions with higher average selling prices and a higher volume of units sold, driven by significant increases in GSE sales. The increase in revenues included
both greater sales to existing and new Material Handling customers as well as an increase in GSE sales. Additionally, we further diversified our sales channels, and saw
considerable volume and price improvement in GSE sales as domestic airlines resumed operations with a reinvigorated focus on sustainably scaling their own operations with
our environmentally friendly and cost-effective solutions.
Cost of Sales
Cost of sales for Fiscal 2023 increased $14,203,000 or 41%, to $49,237,000, compared to $35,034,000 for Fiscal 2022. The increase in cost of sales was directly
associated with higher sales of energy storage solutions, partially offset by lower average cost of sales per unit achieved during the current year as a result of our gross margin
improvement initiatives, including design enhancements to lower cost, improve serviceability, simplify bill of materials and supply chain initiatives to improve inventory turns
and create part commonality across multiple product line. Cost of sales as a percentage of revenues for Fiscal 2023 was 74%, a decrease of 9 percentage points, compared to
83% for the Fiscal 2022.
Gross Profit
Gross profit for Fiscal 2023 increased $9,801,000 or 134%, to $17,100,000, compared to $7,299,000 for the Fiscal 2022. The gross profit margin (gross profit
expressed as a percentage of revenues) increased to 26% for Fiscal 2023 compared to 17% for Fiscal 2022. Gross profit improved by 9 percentage points as a result of a higher
volume of units sold with a higher selling price and lower cost of sales as a result of the gross margin improvement initiatives as noted above.
Selling and Administrative
Selling and administrative expenses for Fiscal 2023 increased $2,105,000 or 14%, to $17,620,000, compared to $15,515,000 for Fiscal 2022.The increase was
primarily attributable to increases in personnel expenses related to new hires and temporary labor, severance expenses incurred, and recruiting costs, and increases in
depreciation expense, outbound shipping costs, insurance premiums, travel expenses, marketing expenses, and facilities related costs, partially offset by decreases in
commissions, bad debt expenses, consulting fees, public relations expenses, and stock-based compensation.
Research and Development
Research and development expenses for Fiscal 2023 decreased $2,251,000 or 32%, to $4,890,000, compared to $7,141,000 for Fiscal 2022. Such expenses consisted
primarily of materials, supplies, salaries and personnel related expenses, product testing, consulting, and other expenses associated with revisions to existing product designs
and new product development. The decrease in research and development expenses was primarily due to lower staff related expenses and expenses related to development of
new products.
29
Interest Expense
Interest expense for Fiscal 2023 increased $1,087,000 or 431%, to $1,339,000, compared to $252,000 for Fiscal 2022. The increase in interest expense was due to
higher average balances outstanding of our SVB Credit Facility and higher interest rates, as well as recording of approximately $482,000 of debt issuance costs amortization
related to our existing lines of credit.
Net Loss
Net loss during Fiscal 2023 decreased $8,868,000 or 57%, to $6,741,000 compared to $15,609,000 for Fiscal 2022. The lower net loss for Fiscal 2023 was primarily
attributable to increased gross profit, partially offset by increased operating expenses and higher interest expense.
Adjusted EBITDA
Adjusted EBITDA is a non-GAAP financial measure. Adjusted EBITDA is calculated taking net income and adding back the expenses related to interest, income taxes,
depreciation, amortization, and stock-based compensation, each of which has been calculated in accordance with GAAP. Adjusted EBITDA was a loss of approximately
$3,705,000 for the Fiscal 2023 compared to a loss of $14,071,000 for the Fiscal 2022.
Management believes that Adjusted EBITDA, when viewed with our results under GAAP and the accompanying reconciliations, provides useful information about
our period-over-period results. Adjusted EBITDA is presented because management believes it provides additional information with respect to the performance of our
fundamental business activities and is also frequently used by securities analysts, investors and other interested parties in the evaluation of comparable companies. We also rely
on Adjusted EBITDA as a primary measure to review and assess the operating performance of our company and our management team.
As Adjusted EBITDA is a non-GAAP financial measure, it should not be construed as superior to or a substitute for Net income (loss) (as determined in accordance
with GAAP) for the purpose of analyzing our operating performance or financial position.
A reconciliation of our Adjusted EBITDA to Net loss is included in the table below:
Net loss
Interest, net
Income tax provision
Depreciation and amortization
EBITDA
Stock-based compensation
Adjusted EBITDA
Liquidity and Capital Resources
Overview
Years Ended June 30,
2023
(6,741,000)
1,339,000
-
899,000
(4,503,000)
798,000
(3,705,000)
$
$
2022
(15,609,000)
252,000
-
575,000
(14,782,000)
711,000
(14,071,000)
$
$
As of June 30, 2023, we had a cash balance of $2.4 million and an accumulated deficit of $88.6 million. For the year ended June 30, 2023, we had negative cash from
operations of $3.6 million. Historically our business has not generated sufficient cash to fund our operations. However, based on our existing backlog and customer orders, we
anticipate increased revenues, together with the planned improvements in our gross margin, will move us closer to profitability. Our planned gross margin improvement tasks
include, but are not limited to, a plan to drive bill of material costs down while increasing price of our products for new orders. We have received new orders in Fiscal 2023, of
approximately $59.9 million and believe through conversations with our customers that our anticipation of continued increase of new orders is reasonable.
30
We believe that our existing cash, together with $4.0 million that currently remains available under our $15.0 million revolving line of credit with Gibraltar Business
Capital (“GBC Credit Facility”), and $4.0 million available under the subordinated line of credit (“Subordinated LOC”) as of September 8, 2023, will be sufficient to meet our
anticipated capital resources to fund planned operations for the next twelve (12) months. See “Future Liquidity Needs” below.
Cash Flow Summary
Net cash used in operating activities
Net cash used in investing activities
Net cash provided by financing activities
Net change in cash
Operating Activities
Year Ended June 30,
2023
2022
$
$
(3,574,000)
(1,024,000)
6,492,000
1,894,000
$
$
(23,893,000)
(797,000)
20,462,000
(4,228,000)
Net cash used in operating activities was $3,574,000 for Fiscal 2023, compared to net cash used in operating activities of $23,893,000 for Fiscal 2022. The primary
usages of cash for the Fiscal 2023 were the net loss of $6,741,000 and increases in inventory, office lease payable, customer deposits, and other assets, that were partially offset
by non-cash operating costs, and increases in accounts payable and accrued expenses. The primary usages of cash for the Fiscal 2022 were the net loss of $15,609,000,
increases in accounts receivable, inventory, and other assets, and decreases in accounts payable, accrued expenses and office lease payable, that were partially offset by
increases in customer deposits, deferred revenue and non-cash operating costs.
Investing Activities
Net cash used in investing activities for Fiscal 2023 was $1,024,000 and consisted primarily of the costs of purchase of furniture and office equipment, warehouse
equipment and other related costs.
Net cash used in investing activities for Fiscal 2022 was $797,000 and consisted primarily of the costs of purchases of furniture and office equipment, computer
software, warehouse equipment and other related costs.
Financing Activities
Net cash provided by financing activities was $6,492,000 for Fiscal 2023, which primarily consisted of $5,023,000 in net borrowings under the SVB Credit Facility,
and $1,556,000 in net proceeds from sales of common stock under our ATM offering.
Net cash provided by financing activities was $20,462,000 for Fiscal 2022, and primarily consisted of $13,971,000 in net proceeds from the issuance of common stock
in a registered offering completed in September 2021, $4,889,000 in net borrowings under the SVB Credit Facility, and $1,602,000 in net proceeds from sales of common stock
under our ATM Offering.
Future Liquidity Needs
We have evaluated our expected cash requirements over the next twelve (12) months, which include, but are not limited to, investments in additional sales and
marketing and research and development, capital expenditures, and working capital requirements. As of September 8, 2023, we believe that our existing cash of $1.8 million,
cash from our future operations, funding available under our $15.0 million GBC Credit Facility, under which $4.0 million is currently available, funds available under our
Subordinated LOC of up to $4.0 million, along with the forecasted improvement in the gross margin will enable us to fund our planned operations for at least the next twelve
(12) months. As of September 8, 2023, $4.1 million remained available under our existing ATM Offering that may be utilized subject to the volume of trading of our shares, the
price of our stock, market conditions, and effectiveness of the registration statement. In addition, to support our operations and anticipated growth, we intend to continue to
explore alternatives to secure additional capital from a variety of current and new sources including, but not limited to, sales of our equity securities. We also continue to
execute our cost reduction, sourcing, and pricing recovery initiatives in efforts to increase our gross margin and improve cash flow from operations.
31
Although management believes that our existing cash and the additional funding sources currently available to us under the lines of credit are sufficient to fund
planned operations for the next twelve (12) months, this is dependent our ability to successfully maintain and draw on our credit facilities. Our ability to draw funds from the
GBC Credit Facility are subject to certain restrictions and covenants. In addition, should there be any delays in the receipts of key component parts, due in part to supply chain
disruptions, our ability to fulfill the backlog of sales orders will be negatively impacted resulting in lower availability of cash resources from operations. In that event, we may
be required to raise additional funds by issuing equity or convertible debt securities. If such funds are not available when required, management will be required to curtail
investments in additional sales and marketing and product development, which may have a material adverse effect on future cash flows and results of operations. In addition,
any unforeseen factors in the general economy beyond management’s control could potentially have negative impact on the planned gross margin improvement plan.
In the event we are required to obtain additional funds, there is no guarantee that additional funds will be available on a timely basis or on acceptable terms. To the
extent that we raise additional funds by issuing equity or convertible debt securities, our stockholders may experience additional dilution and such financing may involve
restrictive covenants.
ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements required by this item begin on page F-1 with the index to financial statements followed by the financial statements.
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None
ITEM 9A - CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, as of the end of the
period covered by this report, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-
15(f) and 15d-15(f) under the Securities Act of 1934. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be
included in our SEC reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, relating to the Company, including our
consolidated subsidiaries, and was made known to them by others within those entities, particularly during the period when this report was being prepared. Based upon that
evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective as of June 30, 2023 because
of the material weakness identified in our internal controls over financial reporting.
32
Management’s Report on Internal Control over Financial Reporting
Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over
financial reporting is a process designed under the supervision of the Company’s principal executive officer and principal financial officer to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with generally accepted accounting
principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. All internal control systems, no matter how well
designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurances with respect to financial statement
preparation and presentation. Additionally, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Under the supervision of management, including our Chief Executive Officer and our Chief Financial Officer, we conducted an evaluation of the effectiveness of our
internal control over financial reporting based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (2013 framework) and subsequent guidance prepared by the Commission specifically for smaller public companies as of June 30, 2023. Based on that
evaluation, our management concluded that our internal control over financial reporting was not effective as of June 30,2023 due to an identified material weakness as a result
of not having sufficient personnel resources with technical accounting expertise related to certain aspects of the financial reporting process. Until such time as we could have
additional resources with such level of technical accounting expertise, management intends to implement measures designed to improve our internal control over financial
reporting to remediate material weaknesses, including the use of third-party consultants and accounting experts.
This Annual Report on Form 10-K does not include an attestation report of the Company’s independent registered public accounting firm regarding the effectiveness of
the Company’s internal control over financial reporting, as such report is not required due to the Company’s status as a smaller reporting company.
Change in Internal Control over Financial Reporting
Except as discussed above, there have been no changes in the Company’s internal controls over financial reporting during the fiscal quarter ended June 30, 2023, that
have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
ITEM 9B - OTHER INFORMATION
None.
ITEM 9C - DISCLOSURE REGARDING FOREIGN JURISDICTION THAT PREVENTS INSPECTIONS
Not Applicable.
33
ITEM 10 - DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Directors, Executive Officers and Significant Employees
PART III
The following table and text set forth the names and ages of our current directors, executive officers and significant employees as of September 8, 2023. Our Board of
Directors is comprised of only one class. All of the directors will serve until the next annual meeting of stockholders or until their successors are elected and qualified, or until
their earlier death, retirement, resignation or removal. There are no family relationships among any of the directors and executive officers. From time to time, our directors have
received compensation in the form of cash and equity grant for their services on the Board.
Name
Ronald F. Dutt
Charles A. Scheiwe
Jeffrey C. Mason(5)
Michael Johnson
Lisa Walters-Hoffert(1)(2)
Dale T. Robinette(1)(3)
Cheemin Bo-Linn (1)(4)
Age
76
57
52
75
65
59
69
Position
Director, Chief Executive Officer and President
Chief Financial Officer and Secretary
Vice President of Operations
Director
Director
Director
Director
(1) Independent Director
(2) Chairperson of the Audit Committee, Member of the Compensation Committee and the Nominating and Governance Committee
(3) Lead Independent Director, Chairperson of the Compensation Committee, Member of the Audit Committee and the Nominating and Governance Committee
(4) Chairperson of the Nominating and Governance Committee, Member of the Audit Committee and the Compensation Committee.
(5) On November 7, 2022, Mr. Mason’s position was expanded to include additional Company authority and delegation.
There are no arrangements or understandings between our directors and executive officers and any other person pursuant to which any director or officer was or is to
be selected as a director or officer.
Business Experience
Ronald F. Dutt, Chairman, Chief Executive Officer, President, and Director. Mr. Dutt has been our chief executive officer, former interim chief financial officer
and director since March 19, 2014. He became our chairman on June 28, 2019. On September 19, 2017, he was also appointed as our president, chief financial officer and
corporate secretary. He resigned as chief financial officer and corporate secretary as of December 16, 2018. Previously, he was our chief financial officer since December 7,
2012, and our interim chief executive officer since June 28, 2013. Mr. Dutt has served as the Company’s interim corporate secretary since June 28, 2013. Prior to Flux Power,
Mr. Dutt provided chief financial officer and chief operating officer consulting services during 2008 through 2012. In this capacity Mr. Dutt provided financial consulting,
including strategic business modeling and managed operations. Prior to 2008, Mr. Dutt served in several capacities as executive vice president, chief financial officer and
treasurer for various public and private companies including SOLA International, Directed Electronics, Fritz Companies, DHL Americas, Aptera Motors, Inc., and Visa
International. Mr. Dutt holds an MBA in Finance from University of Washington and an undergraduate degree in Chemistry from the University of North Carolina.
Additionally, Mr. Dutt served in the United States Navy and received an honorable discharge as a Lieutenant.
Charles A. Scheiwe, Chief Financial Officer and Secretary. Mr. Scheiwe joined the Company in July of 2018 and has been acting as the Company’s Controller
since July 9, 2018. He was appointed as our chief financial officer and secretary on December 17, 2018. Prior to joining the Company, Mr. Scheiwe was the controller of
Senstay, Inc. and provided financial and accounting consulting services to start-up companies from 2016 to 2018. From 2006 to 2016, Mr. Scheiwe was the vice president of
finance and controller for GreatCall, Inc. Mr. Scheiwe’s experience in accounting, financial planning and analysis, business intelligence, cash management, and equity
management has prepared and qualified him for the position of chief financial officer and secretary of the Company. Mr. Scheiwe has a Bachelor of Science degree in Business
Management, with emphasis in Accounting, from the University of Colorado. Mr. Scheiwe also holds a CPA certificate.
34
Jeffrey C. Mason, Vice President of Operations. Mr. Mason served as the Director of Manufacturing of the Company from January 2021 to December 2021, and
Vice President of Operations since December 2021. On November 7, 2022, Mr. Mason’s position was expanded to include additional Company authority and delegation. Prior
to joining the Company, Mr. Mason was the plant manager at NEO Tech from March 2017 to January 2021 after being promoted from Director of Operations from December
2013 to March 2017. Mr. Mason has also worked for Sumitomo Electric Interconnect Products, Inc., Radio Design Labs, Inc., and Motorola Inc. during his career. Mr. Mason
received his Master of Business Administration in International Business in 2015 and his Bachelor of Business Administration/Management in 2013 from North Central
University. Mr. Mason is also Total Productive Maintenance (TPM) Instructor Certified by the Japan Institute of Plant Maintenance, Tokyo, Japan.
Michael Johnson, Director. Mr. Johnson has been our director since July 12, 2012. Mr. Johnson has been a director of Flux Power since it was incorporated. Since
2002, Mr. Johnson has been a director and the chief executive officer of Esenjay Petroleum Corporation (Esenjay Petroleum), a Delaware company located in Corpus Christi,
Texas, which is engaged in the business oil exploration and production. Mr. Johnson’s primary responsibility at Esenjay Petroleum is to manage the business and company as
chief executive officer. Mr. Johnson is a director and beneficial owner of Esenjay Investments LLC, a Delaware limited liability company engaged in the business of investing
in companies, and an affiliate of the Company owning approximately 27.5% of our outstanding shares, including common stock underlying options, and warrants that were
exercisable or convertible or which would become exercisable or convertible within sixty (60) days. As a result of Mr. Johnson’s leadership and business experience, he is an
industry expert in the natural gas exploration industry and brings a wealth of management and successful company building experience to the board. Mr. Johnson received a
Bachelor of Science degree in mechanical engineering from the University of Southwestern Louisiana.
Lisa Walters-Hoffert, Director. Ms. Walters-Hoffert was appointed to our Board on June 28, 2019. Ms. Walters-Hoffert was a co-founder of Daré Bioscience, Inc.
and following the company’s merger with Cerulean Pharma, Inc. in July of 2017, became Chief Financial Officer of the surviving public company (NASDAQ: DARE). For
over twenty-five (25) years, Ms. Walters-Hoffert was an investment banker focused on small-cap public companies in the technology and life science sectors. From 2003 to
2015, Ms. Walters-Hoffert worked at Roth Capital Partners as Managing Director in the Investment Banking Division. Ms. Walters-Hoffert has held various positions in the
corporate finance and investment banking divisions of Citicorp Securities in San José, Costa Rica and Oppenheimer & Co, Inc. in New York City, New York. Ms. Walters-
Hoffert has served as a member of the Board of Directors of the San Diego Venture Group, as Past Chair of the UCSD Librarian’s Advisory Board, and as Past Chair of the
Board of Directors of Planned Parenthood of the Pacific Southwest. Ms. Walters-Hoffert currently serves as a member of the Board of Directors of The Elementary Institute of
Science in San Diego. Ms. Walters-Hoffert graduated magna cum laude from Duke University with a B.S. in Management Sciences. As a senior financial executive with over
twenty-five years of experience in investment banking and corporate finance and based on Ms. Walters-Hoffert’s expertise in audit, compliance, valuation, equity finance,
mergers, and corporate strategy, the Company believes Ms. Walters-Hoffert is qualified to be on the Board.
Dale T. Robinette, Director. Mr. Robinette was appointed to our Board on June 28, 2019 and our lead independent director on September 10, 2021. Mr. Robinette has
been a CEO Coach and Master Chair since 2013 as an independent contractor to Vistage Worldwide, Inc., an executive coaching company. In addition, since 2013 Mr.
Robinette has been providing business consulting related to top-line growth and bottom-line improvement through his company EPIQ Development. From 2013 to 2019, Mr.
Robinette was the Founder and CEO of EPIQ Space, a marketing website for the satellite industry, a member-based community of suppliers promoting their offerings. Mr.
Robinette was with Peregrine Semiconductor, Inc., (known today as PSEMI, a division of Murata Manufacturing Co Ltd.), a manufacturer of high-performance RF CMOS
integrated circuits, from 2007 to 2013 in two roles as a Director of Worldwide Sales as well as the Director of the High Reliability Business Unit. Mr. Robinette started his
career from 1991 to 2007 at Tyco Electronics Ltd. (known today as TE Connectivity Ltd.), a passive electronics manufacturer, in various sales, sales leadership and product
development leadership roles. Mr. Robinette received a Bachelor of Science degree in Business Administration, Marketing from San Diego State University. Based on the
above qualifications, the Company believes Mr. Robinette is qualified to be on the Board.
35
Cheemin Bo-Linn, Director. Dr. Bo-Linn was appointed to the Board of Directors on January 14, 2022. She was the CEO of Peritus Partners, a global valuation
accelerator and information technology operations and consulting company from 2013 through 1Q2023. Her Board of Director experience spans Canada, the United States, and
Australia, with Board leadership positions from Lead Independent Director to Committee Chair of every major committee (Audit, Compensation, Nomination/Governance) and
Chair of Technology, Cybersecurity, and Sustainability, across eight prior public companies and multiple privates. She held various executive and President roles in multiple
companies including Vice-President of IBM Corporation. Her C-suite and Board roles include the lithium, ecommerce, manufacturing and distribution, technology, healthcare,
construction, software, and marketing sectors. Bo-Linn was named The Financial Times 2021 “Top 100 Diverse Directors”, NACD’s (National Association of Corporate
Directors’) “Top 50 Directors,” and inducted into the “Hall of Fame for Women in Technology.” Thru 2019, she was Visiting Professor on digital tech (AI, data analytics,
cybersecurity) and marketing at the joint Columbia University, London School of Business and University of Hong Kong EMBA/MBA program. She has been invited to speak
at the United Nations, Dow Jones, and British Chamber. She earned her Doctorate Degree (EdD) in Computer based Information Systems and Organizational Change from the
University of Houston. The Board believes that Dr. Bo-Linn’s extensive senior executive management and board experience in private and public companies qualifies her to
serve on the Board of Directors.
Involvement in Certain Legal Proceedings
To the best of our knowledge, during the past ten years, none of our directors or executive officers were involved in any of the following: (1) any bankruptcy petition
filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2)
any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order,
judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or
otherwise limiting his or her involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the
Securities and Exchange Commission or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has
not been reversed, suspended or vacated.
Board Leadership Structure and Role in Risk Oversight
Our Board of Directors (“Board”) recognizes that one of its key responsibilities is to evaluate and determine its optimal leadership structure to provide independent
oversight of management. Our Board is currently led by a Chairman of the Board who also serves as our Chief Executive Officer. The Board understands that the right Board
leadership structure may vary depending on the circumstances, and our independent directors periodically assess these roles and the Board leadership to ensure the leadership
structure best serves the interests of the Company and stockholders.
On September 10, 2021, the Board adopted the Lead Independent Director Guidelines (“Guidelines.). The Guidelines provide that when the positions of Chief
Executive Officer and Chairman of the Board are combined or the Chairman is not an independent director, the independent directors will appoint a lead independent director to
serve with the authority and responsibility described in such Guidelines, and as the Board and/or the independent directors may determine from time to time. The Guidelines are
available on our website at www.fluxpower.com.
Mr. Dutt currently holds the Chairman and Chief Executive Officer roles. Mr. Robinette currently serves as the Lead Independent Director elected by the majority of
the Board on September 10, 2021.
The responsibilities of the Lead Independent Director include, among others: (i) serving as primary intermediary between non-employee directors and management;
(ii) working with the Chairman of the Board to approve the agenda and meeting schedules for the Board; (iii) working with the Chairman of the Board as to the quality, quantity
and timeliness of the information provided to directors; (iv) in consultation with the Nominating and Governance Committee, reviewing and reporting on the results of the
Board and Committee performance self-evaluations; (v) calling additional meetings of independent directors; and (vi) serving as liaison for consultation and communication
with stockholders.
36
We believe the current leadership structure, with combined Chairman and Chief Executive Officer roles and a Lead Independent Director, best serves the Company
and its stockholders at this time. Mr. Robinette possesses understanding and knowledge of the business and affairs of the Company and has the ability to devote a substantial
amount of time to serve in this capacity. In addition, we believe having one leader serving as both the Chairman and Chief Executive Officer provides decisive, consistent and
effective leadership, as well as clear accountability to our stockholders and customers. This enhances our ability to communicate our message and strategy clearly and
consistently to our stockholders, employees, customers and suppliers. The Board believes the appointment of a strong Lead Independent Director and the use of regular
executive sessions of the non-management directors, along with a majority the Board being composed of independent directors, allow it to maintain effective oversight of
management. We believe that the combination of the Chairman and Chief Executive Officer roles is appropriate in the current circumstances and, based on the relevant facts
and circumstances, separation of these offices would not serve our best interests and the best interests of our stockholders at this time.
In addition, our Board as a whole has responsibility for risk oversight. Our Board exercises this risk oversight responsibility directly and through its committees. The
risk oversight responsibility of our Board and its committees is informed by reports from our management teams to provide visibility to our Board about the identification,
assessment and management of key risks, and our management’s risk mitigation strategies. Our Board has primary responsibility for evaluating strategic and operational risk,
including related to significant transactions. Our audit committee has primary responsibility for overseeing our major financial and accounting risk exposures, and, among other
things, discusses guidelines and policies with respect to assessing and managing risk with management and our independent auditor. Our compensation committee has
responsibility for evaluating risks arising from our compensation and people policies and practices. Our nominating and corporate governance committee has responsibility for
evaluating risks relating to our corporate governance practices. Our committees and management provide reports to our Board on these matters.
In its governance role, and particularly in exercising its duty of care and diligence, our Board is responsible for ensuring that appropriate risk management policies and
procedures are in place to protect the Company’s assets and business. Our Board has broad and ultimate oversight responsibility for our risk management processes and
programs and executive management is responsible for the day-to-day evaluation and management of risks to the Company.
Board of Directors Diversity
Our Board of Directors is committed to fostering a diversity of backgrounds and perspectives so that our Board of Directors positions our company for the future. The
members of our Board of Directors represent a mix of ages, genders, races, ethnicities, geographies, cultures, and other perspectives that we believe expand our Board of
Directors’ understanding of the needs and viewpoints of our partners, employees, stockholders, and other stakeholders. The matrix below provides certain information regarding
the composition of our Board of Directors as of the date of this report. Each of the categories listed in the below table has the meaning as it is used in Nasdaq Stock Market
Rule 5605(f).
Board Diversity Matrix (as of September 8, 2023)
Total Number of Directors
Part I: Gender Identity
Directors
Part II: Demographic Background
Asian
White
LGBTQ+
Female
2
1
1
5
1
Male
3
0
3
37
Board Composition, Committees and Independence
Under the rules of NASDAQ, “independent” directors must make up a majority of a listed company’s Board of Directors. In addition, applicable NASDAQ rules
require that, subject to specified exceptions, each member of a listed company’s audit and compensation committees be independent within the meaning of the applicable
NASDAQ rules. Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act.
Our Board has undertaken a review of the independence of each director and considered whether any director has a material relationship with us that could compromise
the director’s ability to exercise independent judgment in carrying out his or her responsibilities. As a result of this review, our Board determined that Ms. Walters-Hoffert, Ms.
Bo-Linn and Mr. Robinette are independent directors as defined in the listing standards of NASDAQ and SEC rules and regulations. A majority of our directors are
independent, as required under applicable NASDAQ rules. As required under applicable NASDAQ rules, our independent directors will meet in regularly scheduled executive
sessions at which only independent directors are present.
Board Committees
Our Board has established an Audit Committee, a Compensation Committee, and a Nominating and Governance Committee. The composition and responsibilities of
each of the committees is described below.
Audit Committee
The Audit Committee of the Board of Directors currently consists of three independent directors of which at least one, the Chairperson of the Audit Committee,
qualifies as a qualified financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. Ms. Walters-Hoffert is the Chairperson of the Audit Committee and financial expert.
Dr. Bo-Linn and Mr. Robinette are the other directors who are members of the Audit Committee. The Audit Committee’s duties are to recommend to our Board of Directors the
engagement of the independent registered public accounting firm to audit our consolidated financial statements and to review our accounting and auditing principles. The Audit
Committee reviews the scope, timing and fees for the annual audit and the results of audit examinations performed by any internal auditors and independent public accountants,
including their recommendations to improve the system of accounting and internal controls. The Audit Committee will at all times be composed exclusively of directors who
are, in the opinion of our Board of Directors, free from any relationship that would interfere with the exercise of independent judgment as a committee member and who
possess an understanding of consolidated financial statements and generally accepted accounting principles. Our Audit Committee operates under a written charter, which is
available on our website at www.fluxpower.com.
Compensation Committee
The Compensation Committee currently consists of three independent directors. The Compensation Committee establishes our executive compensation policy,
determines the salary and bonuses of our executive officers and recommends to the Board stock option grants or other incentive equity awards for our executive officers. Mr.
Robinette is the Chairperson of the Compensation Committee, and Ms. Walters-Hoffert and Dr. Bo-Linn are members of the Compensation Committee. Each of the members of
our Compensation Committee are independent under NASDAQ’s independence standards for compensation committee members. Our chief executive officer often makes
recommendations to the Compensation Committee and the Board concerning compensation of other executive officers. The Compensation Committee seeks input on certain
compensation policies from the chief executive officer. Our Compensation Committee operates under a written charter, which is available on our website at
www.fluxpower.com.
Nominating and Governance Committee
The Nominating and Governance Committee currently consists of three independent directors. The Nominating and Governance Committee is responsible for matters
relating to the corporate governance of our Company and the nomination of members of the Board and committees of the Board. Dr. Bo-Linn is the Chairperson of the
Nominating and Governance Committee. Ms. Walters-Hoffert and Mr. Robinette are members of the Nominating and Governance Committee. Each of the members of our
Nominating and Governance Committee is independent under NASDAQ’s independence standards. The Nominating and Governance Committee operates under a written
charter, which is available on our website at www.fluxpower.com.
38
We seek directors with established strong professional reputations and experience in areas relevant to the strategy and operations of our business. We seek directors
who possess the qualities of integrity and candor, who have strong analytical skills and who are willing to engage management and each other in a constructive and
collaborative fashion. We also seek directors who have the ability and commitment to devote significant time and energy to serve on the Board and its committees. We believe
that all of our directors meet the foregoing qualifications. We do not have a formal policy with respect to diversity.
Code of Business Conduct and Ethics
Our Board has adopted a Code of Business Conduct and Ethics (the “Code”) that applies to all of our directors, officers, and employees. Any waivers of any provision
of this Code for our directors or officers may be granted only by the Board or a committee appointed by the Board. Any waivers of any provisions of this Code for an employee
or a representative may be granted only by our chief executive officer or principal accounting officer. We have filed a copy of the Code with the SEC and have made it available
on our website at https://www.fluxpower.com/corporate-governance. In addition, we will provide any person, without charge, a copy of this Code. Requests for a copy of the
Code may be made by writing to the Company at is c/o Flux Power Holdings, Inc., 2685 S. Melrose Drive, Vista, California 92081.
Indemnification Agreements
We executed a standard form of indemnification agreement (“Indemnification Agreement”) with each of our Board members and executive officers (each, an
“Indemnitee”).
Pursuant to and subject to the terms, conditions and limitations set forth in the Indemnification Agreement, we agreed to indemnify each Indemnitee, against any and
all expenses incurred in connection with the Indemnitee’s service as our officer, director and or agent, or is or was serving at our request as a director, officer, employee, agent
or advisor of another corporation, partnership, joint venture, trust, limited liability company, or other entity or enterprise but only if the Indemnitee acted in good faith and in a
manner he reasonably believed to be in or not opposed to our best interest, and in the case of a criminal proceeding, had no reasonable cause to believe that his conduct was
unlawful. In addition, the indemnification provided in the indemnification agreement is applicable whether or not negligence or gross negligence of the Indemnitee is alleged or
proven. Additionally, the Indemnification Agreement establishes processes and procedures for indemnification claims, advancement of expenses and costs and contribution
obligations.
Delinquent Section 16(a) Reports
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors and persons who own more than 10% of a registered
class of our equity securities, to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and Annual Reports concerning their ownership, of
Common Stock and other of our equity securities on Forms 3, 4, and 5, respectively. Executive officers, directors and greater than 10% stockholders are required by SEC
regulations to furnish us with copies of all Section 16(a) reports they file. Based solely on our review of Forms 3, 4 and 5 and amendments thereto filed electronically with the
SEC during the most recent fiscal year, we believe that all reports required by Section 16(a) for transactions in the fiscal year ended June 30, 2023, were timely filed except for
one late filing of a Form 4 by Michael Johnson relating to a sale of 4,000 shares of common stock pursuant to a Rule 10b5-1 trading plan previously adopted by Esenjay
Investments, LLC on June 13, 2023, which was inadvertently filed one day late on June 16, 2023.
39
ITEM 11 - EXECUTIVE COMPENSATION
Compensation for our Named Executive Officers
The following table sets forth information concerning all forms of compensation earned by our named executive officers during Fiscal 2023 and Fiscal 2022 for
services provided to the Company and its subsidiary.
Name
and Principal Position
Year
Salary ($)
Bonus ($)
Stock
Awards(1)
($)
Option
Awards(2)
($)
Non-Equity
Incentive Plan
Compensation
($)
All Other
Compensation
($)
Total
($)
Ronald F. Dutt, Chief Executive
Officer, President, and Chairman
Charles A. Scheiwe
Chief Financial Officer and Corporate
Secretary
Jeffrey C. Mason(3)
Vice President of Operations
2023
2022
2023
2022
2023
2022
$
$
$
$
$
$
290,962
275,000
205,989
205,200
204,346
200,000
$
$
$
$
$
$
146,273
55,055
53,613
28,757
40,176
20,020
$
$
$
$
$
$
230,542
138,702
120,419
72,450
100,602
44,160
$
$
$
$
$
$
-
-
-
-
-
-
$
$
$
$
$
$
-
-
-
-
-
-
$
$
$
$
$
$
-
-
-
-
-
-
$
$
$
$
$
$
667,777
468,757
380,021
306,407
345,124
264,180
(1) Represent the fair value of the RSUs granted on grant date.
(2) The grant date fair value was determined in accordance with the provisions of FASB ASC Topic No. 718 using the Black-Scholes valuation model with assumptions
described in more detail in the notes to our audited financial statements included in this report.
(3) On November 7, 2022, Mr. Mason’s position was expanded to include additional Company authority and delegation.
Benefit Plans
We do not have any profit-sharing plan or similar plans for the benefit of our officers, directors or employees. However, we may establish such plan in the future.
Equity Compensation Plan Information
In connection with the reverse acquisition of Flux Power, Inc. in 2012, we assumed the 2010 Plan. As of June 30, 2023, the number of options outstanding to purchase
common stock under the 2010 Plan was 21,944. No additional options to purchase common stock may be granted under the 2010 Plan.
On February 17, 2015, our shareholders approved our 2014 Equity Incentive Plan (“2014 Plan”), which was amended on July 23, 2018 and on November 5, 2020. The
2014 Plan authorizes the issuance of awards for up to 1,000,000 shares of our common stock in the form of incentive stock options, non-statutory stock options, stock
appreciation rights, restricted stock units, restricted stock awards and unrestricted stock awards to officers, directors and employees of, and consultants and advisors to, the
Company or its affiliates. We granted 0 and 175,265 stock options under the 2014 Plan during Fiscal 2022 and 2023, respectively. We granted 72,566 and 250,786 restricted
stock units under the 2014 Plan during Fiscal 2023 and 2022, respectively.
On April 29, 2021, at the Company’s annual stockholders meeting, the 2021 Equity Incentive Plan (the “2021 Plan”) was approved by our stockholders. The 2021 Plan
authorizes the issuance of awards for up to 2,000,000 shares of our common stock in the form of incentive stock options, non-statutory stock options, stock appreciation rights,
restricted stock units, restricted stock awards and unrestricted stock awards to officers, directors and employees of, and consultants and advisors to, the Company or its
affiliates. No awards were granted under the 2021 Plan during Fiscal 2022. We granted 449,176 stock options under the 2021 Plan during Fiscal 2023.
As of June 30, 2023, we had 398,922 options outstanding and exercisable under the 2021 Plan, the 2014 Plan and the 2010 Plan. In addition, as of June 30, 2023, we
had 193,749 RSUs outstanding under the 2014 Plan.
40
The following table sets forth certain information concerning unexercised options, stock that has not vested, and equity compensation plan awards outstanding as of
June 30, 2023 for the named executive officers below:
Option Awards (1)
Stock Awards
Number of
Securities
Underlying
Unexercised
Options
Exercisable
80,175
50,000
33,527
50,000
50,000
19,000
17,500
-
-
-
41,878
30,000
-
-
-
34,986
-
Number of
Securities
Underlying
Unexercised
Options
Uexercisable
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Award
Grant
Date
10/31/2022
3/15/2019
7/25/2018
6/29/2018
10/26/2017
12/22/2015
7/30/2013
11/12/2020
11/12/2020
10/29/2021
10/31/2022
3/15/2019
11/12/2020
11/12/2020
10/29/2021
10/31/2022
10/29/2021
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
Number
of
Shares
or Units
of Stock
That
Have
Not
Vested
Market
Value of
Shares
or Units
of Stock
That
Have
Not
Vested
($)
Option
Exercise
Price
($)
Option
Expiration
Date
10.00
- $
- $
- $
- $
- $
- $
- $
- $
- $ 13.60
19.80
-
-
14.40
-
-
-
-
-
-
-
-
-
-
-
-
-
-
3.43 10/31/2032
-
3/15/2029
-
7/25/2028
-
6/29/2028
-
4.60 10/26/2027
-
5.00 12/22/2025
-
7/29/2023
- 11/11/2030
6,607 $ 58,670
- 11/11/2030 13,214 $ 117,340
8,041 $ 46,236
- 10/29/2031
-
3.43 10/31/2032
-
3/15/2029
3,515 $ 31,213
- 11/11/2030
7,030 $ 62,426
- 11/11/2030
4,200 $ 24,150
- 10/29/2031
3.43 10/31/2032
-
2,560 $ 14,720
- 10/29/2031
- $
- $
13.60
- $
Vested
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Equity
Incentive
Plan:
Market
or Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested ($)
-
- $
-
- $
-
- $
-
- $
-
- $
-
- $
-
- $
6,607 $
58,670
13,214 $ 117,340
46,236
8,041 $
-
- $
-
- $
31,213
3,515 $
62,426
7,030 $
24,150
6,300 $
-
- $
14,720
2,560 $
Name
Ronald Dutt
Charles Scheiwe
Jeffrey C. Mason
(1) The fair value of each option grant is estimated at the date of grant using the Black-Scholes option pricing model. Expected volatility is calculated based on the historical
volatility of the Company’s stock. The risk-free interest rate is based on the U.S. Treasury yield for a term equal to the expected life of the options at the time of grant. The
fair value of each restricted stock unit is the fair value of the Company’s common stock on the grant date.
(2) On November 7, 2022, Mr. Mason’s position was expanded to include additional Company authority and delegation.
41
Aggregated Option/Stock Appreciation Right (“SAR”) exercised and Fiscal year-end Option/SAR value table
Neither our executive officers nor the other individuals listed in the tables above, exercised options or SARs during Fiscal 2023.
2023 Employee Stock Purchase Plan (the “2023 ESPP”)
The 2023 ESPP was approved by the Board on March 6, 2023 and approved by the Company’s stockholders on April 20, 2023. The 2023 ESPP enables eligible
employees of the Company and certain of its subsidiaries (a “Participating Subsidiary”) to use payroll deductions to purchase shares of the Company’s Common Stock and
acquire an ownership interest in the Company. The maximum aggregate number of shares of the Company’s Common Stock that have been reserved as authorized for the grant
of options under the 2023 ESPP is 350,000 shares, subject to adjustment as provided for in the 2023 ESPP. Participation in the 2023 ESPP is voluntary and is limited to eligible
employees (as such term is defined in the 2023 ESPP) of the Company or a Participating Subsidiary who (i) has been employed by the Company or a Participating Subsidiary
for at least 90 days and (ii) is customarily employed for at least twenty (20) hours per week and more than five (5) months in any calendar year. Each eligible employee may
authorize payroll deductions of 1-15% of the eligible employee’s compensation on each pay day to be used to purchase up to 1,500 shares of Common Stock for the employee’s
account occurring during an offering period. The 2023 ESPP has a term of ten (10) years commencing on April 20, 2023, the date of approval by the Company’s stockholders,
unless otherwise earlier terminated.
There was no stock purchased under the 2023 ESPP during Fiscal 2023.
Employment Agreements with Executive Officers
On February 12, 2021, we entered into an Amended and Restated Employment Agreement with the Company’s president and chief executive officer, Ronald F. Dutt
(the “Dutt Employment Agreement”), which amends and restates the Employment Agreement effective December 11, 2012, as amended (the “Prior Agreement”). In addition to
the inclusion of terms relating to change in control, termination, severance, benefits and the acceleration of vesting of options and restricted stock units upon certain events, the
Dutt Employment Agreement memorialized Mr. Dutt’s continued services as the president and chief executive officer of the Company and its wholly-owned subsidiary, Flux
Power, Inc. (“Flux Power”), and the terms pursuant to which he would provide such services. Pursuant to the terms of the Dutt Employment Agreement, Mr. Dutt’s current
annual base salary is $300,000.
On February 12, 2021, we entered into an Employment Agreement with the Company’s chief financial officer, treasurer and secretary, Charles A. Scheiwe (the
“Scheiwe Employment Agreement”). In addition to the inclusion of terms relating to change in control, termination, severance, benefits and the acceleration of vesting of
options and restricted stock units upon certain events, the Employment Agreement memorialized Mr. Scheiwe’s continued services as the chief financial officer and secretary of
the Company, and as chief financial officer/treasurer and secretary of Flux Power. Pursuant to the terms of the Scheiwe Employment Agreement, Mr. Scheiwe’s current annual
base salary is $205,200.
42
Under their respective employment agreement, Messrs. Dutt and Scheiwe, among other things, are (i) eligible for annual target cash bonus and awards of restricted
stock units or other equity-based incentive compensation consistent with his position as determined by the Board of Directors (the “Board”) and the Compensation Committee;
(ii) entitled to reimbursement for all reasonable business expenses incurred in performing services; and (iii) entitled to certain severance and change of control benefits
contingent upon such employee’s agreement to a general release of claims in favor of the Company following termination of employment. Messrs. Dutt and Scheiwe and are
also eligible to participate in all customary employee benefit plans or programs generally made available to the senior executive officers. Messrs. Dutt and Scheiwe have each
agreed to observe the terms of a standard confidentiality and non-compete agreement for a restricted period of two (2) years. Each of Messrs. Dutt and Scheiwe employment is
“at-will” and may be terminated at any time for any reason.
Separation Agreement
On August 12, 2022, Jonathan Berry, the Company’s Chief Operating Officer, separated from the Company and entered into an Employee Separation and Release
dated August 24, 2022 (“Separation Agreement”). Under the Separation Agreement, the Company agreed to provide Mr. Berry with certain payments and benefits comprising
of: (i) a separation payment of two hundred five thousand two hundred dollars, less required withholdings, (ii) twenty-eight thousand nine hundred seven and 52/100 dollars,
less require holdings, to defray costs for COBRA coverage, and (iii) reimbursement for an amount equal to twelve months for life insurance continuation (collectively, the
“Separation Benefits”). In exchange for the Separation Benefits, among other things as set forth in the Separation Agreement, Mr. Berry agreed to a release of claims and
waivers in favor of the Company and to certain restrictive covenant obligations, and also reaffirmed his commitment to comply with his existing restrictive covenant
obligations.
Annual Bonus Plan
On November 5, 2020, the Board approved an annual cash bonus plan (the “Annual Bonus Plan”) which allows the Compensation Committee and/or the Board of the
Company to set the amount of bonus each fiscal year and the performance criteria. Executive officers and all employees (other than part-time employees and temporary
employees) are eligible to participate in the Annual Bonus Plan (“Participants”) as long as the Participant remains an active regular employee of the Company. The Annual
Bonus Plan was effective for Fiscal 2021 and is effective each fiscal year thereafter (the “Plan Year”). For each Plan Year, the Compensation Committee establishes an
aggregate amount of allocable Bonus under the Annual Bonus Plan and determines the performance goals applicable to a bonus during a Plan Year (the “Participation
Criteria”). The Participation Criteria may differ from Participant to Participant and from bonus to bonus. The Participation Criteria for each Plan Year is based on the Company
achieving certain performance targets based on annual revenue, gross margin, operating expense and new business development. All of the Company’s executive officers are
eligible to participate in the Annual Bonus Plan.
Fiscal 2022
For the Company’s fiscal year ending on June 30, 2022, or Fiscal 2022, the performance goals applicable to a bonus are based on the Company achieving certain
targets based on the Company’s annual revenue, gross margin, EBITDAS (earnings before interest expense (excluding interest income), taxes, depreciation, amortization and
stock compensation expense in accordance with U.S. GAAP), new strategic customers, demonstrated direct cost reduction and working capital and inventory turnover (the
“Financial Targets”) and additional bonus amounts if the Company’s financial results exceeds certain thresholds of the Financial Targets.
43
On October 29, 2021, the Compensation Committee approved target cash bonuses under the Annual Cash Bonus Plan for Fiscal 2022 to the following executive
officers, which target bonus was calculated based on percentage of the executive’s current base salary:
Name
Ronald F. Dutt
Charles Scheiwe
Jeffery C. Mason
Position
Chief Executive Officer
Chief Financial Officer
Vice President of Operations
Current
Base
Salary
$
$
$
275,000
205,200
200,000
Percentage
of Salary
Target Cash
Bonus
(“TCB”)
Maximum
Payout(1)
50%
35%
25%
$
$
$
137,500
71,820
50,000
$
$
$
165,000
86,184
60,000
(1) There are no bonus caps for achieving above set revenue target and gross margin target. If actual results exceed 100% of revenue target and/or gross margin target, every
1% of revenue target and/or gross margin target would result in an increase in bonus equal to 0.2% of the TCB for such executive officers.
On October 31, 2022, the Compensation Committee and the Board approved the following cash bonuses to the following executive officers, whereby the final cash
bonus payout was determined based on a payout percentage of the executive’s previous target cash bonus for fiscal year 2022:
Name
Ronald F. Dutt
Charles Scheiwe
Jeffery C. Mason
Fiscal 2023
Position
Chief Executive Officer
Chief Financial Officer
Vice President of Operations
Target
Cash
Bonus
$
$
$
137,500
71,820
50,000
Payout
Percentage
Cash Bonus
Payout
40%
40%
40%
$
$
$
55,055.00
28,756.73
20,020
On October 31, 2022, the Compensation Committee also approved the bonus pool and performance criteria for the Annual Bonus Plan for the fiscal year 2023 (the
“2023 Bonus”). For the Company’s fiscal year 2023, the performance goals applicable to a bonus are based on the Company achieving certain targets based on the Company’s
annual revenue, Adjusted EBITDA (earnings before interest, income taxes, depreciation, amortization, and stock-based compensation), functional goals (the “Financial
Targets”), in addition to individual performance objectives and additional bonus amounts if the Company’s financial results exceeds certain thresholds of the Financial Targets.
The Compensation Committee approved the target cash bonuses under the 2023 Bonus based on the base salary for fiscal year 2023 for the following executive
officers:
Name
Ronald F. Dutt
Charles Scheiwe
Jeffery C. Mason
Position
Chief Executive Officer
Chief Financial Officer
Vice President of Operations
Base Salary
$
$
300,000(2)
205,200
206,000
Bonus
Percentage of
Base Salary
Total
Target
Payout
Maximum
Payout(1)
$
$
75%
35%
30%
225,000
71,820
61,800
$
$
270,000
86,184
74,160
(1) Subject to a bonus cap for achieving above set revenue target and a payout cap for achieving 10% positive Adjusted EBITDA.
(2) To be effective during the second fiscal quarter of 2023.
Amendment to 2014 Plan
On November 5, 2020, the Board approved an amendment to the 2014 Plan as amended to include the right to grant Restricted Stock Units (“RSUs”). All of the
Company’s executive officers are eligible to participate in the 2014 Plan.
Restricted Stock Unit Grants
Fiscal 2023 Grants
We did not grant any Restricted Stock Units (“RSUs”) to any of our executive officers in Fiscal 2023.
44
Fiscal 2022 Grants
On October 29, 2021, the Compensation Committee approved the grant of Restricted Stock Units (“RSUs”) under the Company’s 2014 Equity Incentive Plan (the
“2014 Plan”) to certain employees of the Company or its subsidiary, Flux Power, Inc. The RSUs are subject to the terms and conditions provided in (i) the form of Restricted
Stock Unit Award Agreement which is time based (“Time Based Awards”), and (ii) the form of Performance Restricted Stock Unit Award Agreement which is performance
based (“Performance Based Awards”). The following named executive officers of the Company were granted RSUs under the 2014 Plan in the amounts and according to the
vesting schedule indicated below:
Time Based Awards:
Name
Ronald F. Dutt
Charles Scheiwe
Jeffrey C. Mason
Performance Based Awards:
Name
Ronald F. Dutt
Charles Scheiwe
Jeffrey C. Mason
Position
No. of RSUs
Vesting Schedule
Chief Executive Officer
Chief Financial Officer
Vice President of Operations
Position
Chief Executive Officer
Chief Financial Officer
Vice President of Operations
12,061
6,300
3,840
Vest annually over 3 years with the first
vest date on October 27, 2022
Vest annually over 3 years with the first
vest date on October 27, 2022
Vest annually over 3 years with the first
vest date on October 27, 2022
No. of RSUs
Maximum
Grant
Vesting Schedule
18,092
9,450
5,760
Three years from grant upon meeting
performance target*
Three years from grant upon meeting
performance target *
Three years from grant upon meeting
performance target *
* The performance target for the RSU to be based on EBITDAS (earnings before interest expense (excluding interest income), taxes, depreciation, amortization and stock
compensation expense in accordance with U.S. GAAP) for the second half of the Company’s fiscal year ending June 30, 2022.
Stock Option Grants
Fiscal 2023 Grants
On October 31, 2022 (the Grant Date”), the Compensation Committee approved the grant of incentive stock options (the “Options”) under the Company’s 2014 Equity
Incentive Plan (the “2014 Plan”) and the Company’s 2021 Equity Incentive Plan (the “2021 Plan”) to certain employees of the Company or its subsidiary, Flux Power, Inc. The
Options are subject to the terms and conditions provided in the form of Incentive Stock Option Agreement under the 2014 Plan (the “2014 Option Agreement”) or the form of
Incentive Stock Option Agreement under the 2021 Plan (the “2021 Option Agreement”). The following named executive officers of the Company were granted Stock Options
under the 2021 Plan in such number and vesting schedule set forth as follows:
Name
Ronald F. Dutt
Charles Scheiwe
Jeffrey C. Mason
Position
Options*
Vesting Schedule
Chief Executive Officer
Chief Financial Officer
Vice President of Operations
80,175
41,878
34,986
Four (4) equal annual installments
commencing one year after the Grant Date
Four (4) equal annual installments
commencing one year after the Grant Date
Four (4) equal annual installments
commencing one year after the Grant Date
* Subject to $100,000 ISO limitation under the 2021 Plan.
45
Incentive Plans
Management, the Committee and the Board will continue to explore and evaluate different long-term and short-term incentives to help attract, retain and motivate our
employees to align their interest to our business and financial success through the use of equity award and cash bonuses.
Compensation of Non-Executive Directors
On January 14, 2022, pursuant to the recommendation and advice of the Compensation Committee of the Board of the Company, the Board approved the following
annual compensation package for non-executive directors of the Company for calendar year 2022, as follows:
Name
Lisa Walters-Hoffert
Dale Robinette
John A. Cosentino Jr.(1)
Cheemin Bo-Linn (2)
Michael Johnson
Independent
Non-Executive
Director
X
X
X
X
Position
Audit Chair
Compensation Chair
Governance Chair
Board Member
Board Member
Base
Retainer
(cash)
Chair Fee
(cash)
Lead
Independent
Director
(cash)
$
$
$
$
$
50,000
50,000
50,000
50,000
50,000
$
$
$
$
$
7,500
5,000
5,000(1)
-
-
$
$
$
$
$
-
20,000
-
-
-
(1) Mr. Cosentino resigned as our director on March 1, 2022. As appreciation for Mr. Cosentino’s board services, the Board approved to (i) accelerate the vesting of the
following securities the Board granted in connection with his board services: 435 unvested options and 4,578 restricted stock awards, and (iii) pay his board fees for 3rd quarter
of Fiscal 2022.
(2) Dr. Bo-Linn was appointed as Chairperson of the Governance Committee on March 3, 2022. For Dr. Bo-Linn’s services as Chairperson, she is entitled to a Chair
Fee of $5,000 for calendar year 2022.
There was no change to the cash compensation package for non-executive director of the Company during Fiscal 2023.
On March 8, 2023, pursuant to the recommendation and advice of the Compensation Committee of the Board of the Company, the Board approved the following
annual compensation package for non-executive directors of the Company for fiscal year ending June 30, 2024, as follows:
Name
Lisa Walters-Hoffert
Dale Robinette
Cheemin Bo-Linn (2)
Michael Johnson
Independent
Non-
Executive
Director
Position
Base
Retainer
(cash)
Chair Fee
(cash)
Committee
Member
Fee(1)
(cash)
Lead
Independent
Director
(cash)
X
X
X
Audit Chair
Compensation Chair
Board Member
Board Member
$
$
$
$
50,000
50,000
50,000
50,000
$
$
$
$
7,500
5,000
5,000
-
$
$
$
$
5,000
6,250
6,250
-
$
$
$
$
-
20,000
-
-
(1) Committee Member Fees: $3,750 for non-chair committee members of the Audit Committee, and $2,500 for non-chair committee members of the Compensation
Committee and the Nominating and Governance Committee.
Equity Component of Non-Executive Director Compensation
In addition, our directors are eligible to receive an annual equity grant of RSUs. Pursuant to grants approved by our Board at the recommendation of the Compensation
Committee in April 2022 and 2023, our non-executive directors were granted RSUs under the 2014 Plan. The number of RSUs granted to each non-executive director was
equal to the amount of $50,000 divided by the fair market value of the RSUs, with all RSUs subject to vesting restrictions. The fair market value of the RSUs was determined
by applying a 10-day volume weighted average stock price prior to the grant issuance date.
46
In April 2022, each of our non-executive directors were granted 17,793 RSUs which are subject to fully vest on April 28, 2023. In addition, in August 2022, as
compensation for board services provided during the last quarter of Fiscal 2022, Ms. Bo-Linn was granted 5,034 RSUs, of which 1/3 vested immediately, each of the remaining
1/3 of the RSUs will vest on April 29, 2023, and April 29, 2024. Ms. Bo-Linn’s s grant was consistent with the standard equity component of Non-Executive Director
Compensation Package as approved by the Board. In April 2023, each of our non-executive directors were granted 16,883 RSUs which are subject to fully vest on April 20,
2024.
Director Compensation Table
Below is summary of compensation accrued or paid to our non-executive directors during Fiscal 2023 and Fiscal 2022. Mr. Dutt, our chief executive officer and
president, received no compensation for his service as a director and is not included in the table. The compensation Mr. Dutt receives as an employee of the Company is
included in the section titled “Executive Compensation.”
Name
Year
Lisa Walters-Hoffert
Dale Robinette
John A. Cosentino Jr.(1)
Michael Johnson
Cheemin Bo-Linn (3)
Fees Earned
or
Paid in
Cash
($)
2023
2022
2023
2022
2023
2022
2023
2022
2023
2022
$
$
$
$
$
57,500
57,500
75,000
65,000
-
41,250
50,000
50,000
55,000
26,667
Stock
Awards(2) ($)
All Other
Compensation
($)
Total ($)
50,000
50,000
50,000
50,000
-
-
50,000
50,000
50,000
50,000
-
-
-
-
-
-
-
-
$
$
$
$
-
$
107,500
107,500
125,000
115,000
-
41,250
100,000
100,000
105,000
76,667
(1) Mr. Cosentino resigned as our director on March 1, 2022.
(2) Represent the fair value of the RSUs granted using the volume weighted average price of the ten days of trading prior to grant date.
(3) Ms. Bo-Linn joined our board of directors on January 14, 2022.
47
The following table shows the aggregate number of vested stock options held by our non-employee directors as of June 30, 2023 and June 30, 2022:
Name
Lisa Walters-Hoffert
Dale Robinette
Cheemin Bo-Linn (1)
Michael Johnson
John A. Cosentino Jr. (2)
Year
2023
2022
2023
2022
2023
2022
2023
2022
2023
2022
Vested Stock Options
3,948
3,948
3,948
3,948
-
-
12,948
12,948
-
-
(1) Ms. Bo-Linn joined our board of director on January 14, 2022.
(2) Mr. Cosentino resigned as our director on March 1, 2022.
ITEM 12 – SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Security Ownership of Principal Stockholders and Management
BENEFICIAL OWNERSHIP
As used in this section, the term beneficial ownership with respect to a security is defined by Rule 13d-3 under the Exchange Act, as consisting of sole or shared voting
power (including the power to vote or direct the vote) and/or sole or shared investment power (including the power to dispose of or direct the disposition of) with respect to the
security through any contract, arrangement, understanding, relationship or otherwise, subject to community property laws where applicable. As of September 8, 2023, we had a
total of 16,478,238 shares of common stock issued and outstanding.
The following table sets forth, as of September 8, 2023, information concerning the beneficial ownership of shares of our common stock held by our directors, our
named executive officers, our directors and executive officers as a group, and each person known by us to be a beneficial owner of more than five percent (5%) of our
outstanding common stock. Unless otherwise indicated, the business address of each of our directors, executive officers and beneficial owners of more than five percent (5%) of
our outstanding common stock is c/o Flux Power Holdings, Inc., 2685 S. Melrose Drive, Vista, California 92081. Each person has sole voting and investment power with
respect to the shares of our common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise
indicated.
48
Name and Address of Beneficial Owner (1)
Officers and Directors
Michael Johnson, Director
Ronald Dutt, Chief Executive Officer, President, and Director
Charles A Scheiwe, Chief Financial Officer and Secretary
Jeffrey C. Mason, Vice President of Operations
Cheemin Bo-Linn, Director
Lisa Walters-Hoffert, Director
Dale Robinette, Director
All Officers and Directors as a group (7 people)
5% Stockholders
Esenjay Investments LLC
Cleveland Capital Management L.L.C.
1250 Linda Street, Suite 304
Rocky River, OH 44116
Formindable Asset Management, LLC
221 E Fourth Street, Suite 2700
Cincinnati OH 45202
* Represents less than 1% of shares outstanding.
Shares
Beneficially
Owned
% of
Ownership
4,403,008(2)
246,185(3)
45,733(4)
2,656(5)
22,618(6)
25,793(7)
24,793(8)
4,770,786
4,369,215(2)
945,214(9)
1,598,228(10)
26.7%
1.5%
*
*
*
*
*
28.5%
26.5%
5.7%
9.7%
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
All addresses above are 2685 S. Melrose Drive, Vista, California 92081, unless otherwise stated.
Includes (i) 20,845 shares of common stock held by Mr. Johnson and 4,369,215 shares of common stock held by Esenjay Investments LLC, of which Mr. Johnson is
the sole director and beneficial owner, and (ii) 12,948 shares of common stock issuable to Mr. Johnson upon exercise of stock options.
Includes 33,030 shares of common stock and 213,155 shares of common stock issuable upon exercise of stock options and settlement of vested RSUs.
Includes 10,118 shares of common stock and 35,615 shares of common stock issuable upon exercise of stock options and settlement of vested RSUs.
Includes 1,376 shares of common stock and 1,280 shares of common stock issuable upon settlement of vested RSUs.
Includes 22,618 shares of common stock.
Includes 21,845 shares of common stock and 3,948 shares of common stock issuable upon exercise of stock options.
Includes 20,845 shares of common stock and 3,948 shares of common stock issuable upon exercise of stock options.
Based on Amendment No. 5 to Schedule 13G filed jointly by Cleveland, Rocky River Specific Opportunities Fund LLC, Wade Massad and Cleveland Capital
Management, L.L.C. with the SEC on February 13, 2023. Reflects 945,214 shares of common stock beneficially owned by certain private funds managed by
Cleveland Capital Management, L.L.C., or by its principals.
Based on Amendment No. 1 to Schedule 13G filed by Formidable Asset Management, LLC with the SEC on May 4, 2023.
* Represents less than 1% of shares outstanding.
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The following includes a summary of certain relationships and transactions, including transactions since July 1, 2021 to September 8, 2023 and any currently proposed
transactions, to which we were or are to be a participant, in which (1) the amount involved exceeded or will exceed the lesser of (i) $120,000 or (ii) one percent (1%) of the
average of our total assets for the last two completed fiscal years, and (2) any of our directors, executive officers or holders of more than five percent (5%) of our capital stock,
or any affiliate or member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest other than compensation and other
arrangements that are described under the section titled “Executive Compensation.”
Pursuant to the Audit Committee’s written charter, our Audit Committee has the responsibility to review, approve and oversee transactions between the Company and
any related person (as defined in Item 404 of Regulation S-K) and any potential conflict of interest situations on an ongoing basis, in accordance with our policies and
procedures, and to develop policies and procedures for the Audit Committee’s approval of related party transactions.
49
Subordinated Line of Credit Facility
On May 11, 2022, we entered into a Credit Facility Agreement (the “Subordinated LOC”) with Cleveland Capital, L.P. (“Cleveland”), Herndon Plant Oakley, Ltd.,
(“HPO”), and other lenders (together with Cleveland and HPO, the “Lenders”). The Subordinated LOC provides us with a short-term line of credit (the “LOC”) not less than
$3,000,000 and not more than $5,000,000, the proceeds of which shall be used by us for working capital purposes. As of June 30, 2022, the Lenders committed an aggregate of
$4,000,000.
In connection with entry into the Subordinated LOC, we paid to each Lender a one-time committee fee in cash equal to 3.5% of such Lender’s Commitment Amount.
In addition, in consideration of the Lenders’ commitment to provide the Advances to us, we issued the Lenders five-year warrants to purchase an aggregate of 128,000 shares of
common stock at an exercise price of $2.53 per share that are, subject to certain ownership limitations, exercisable immediately.
Pursuant to a selling agreement, dated as of May 11, 2022, the Company retained HPO as its placement agent in connection with the Subordinated LOC. As
compensation for services rendered in conjunction with the Subordinated LOC, the Company paid HPO a finder fee equal to 3% of the commitment amount from each such
Lender placed by HPO in cash. On December 15, 2022, the Board of Directors of the Company elected to extend the Due Date to December 31, 2023 and the Company paid
the Lenders an extension fee in the aggregate amount of $80,000.
ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES
Independent Auditor
For the fiscal years ended June 30, 2023 and 2022, the Company’s independent public accounting firm was Baker Tilly US, LLP
Fees Paid to Principal Independent Registered Public Accounting Firm
The aggregate fees billed by our Independent Registered Public Accounting Firm, for the fiscal years ended June 30, 2023 and 2022 are as follows:
Audit fees(1)
Audit related fees(2)
Tax fees(3)
All other fees(4)
Total
2023
2022
$
$
140,000
-
-
-
140,000
$
$
131,000
22,000
-
-
153,000
(1) Audit fees represent fees for professional services provided in connection with the audit of our annual financial statements and the review of our quarterly financial
statements and those services normally provided in connection with statutory or regulatory filings or engagements including comfort letters, consents and other services
related to SEC matters. This information is presented as of the latest practicable date for this annual report.
(2) Audit-related fees represent fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and not
reported above under “Audit Fees.”
(3) Baker Tilly US, LLP did not provide us with tax compliance, tax advice or tax planning services.
(4) All other fees include fees billed by our independent auditors for products or services other than as described in the immediately preceding three categories. No such fees
were incurred during the fiscal years ended June 30, 2023 or 2022.
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm
Our audit committee’s policy is to pre-approve all audit and permissible non-audit services provided by our independent registered public accounting firm, the scope of
services provided by our independent registered public accounting firm and the fees for the services to be performed. These services may include audit services, audit-related
services, tax services and other services. Pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget.
Our independent registered public accounting firm and management are required to periodically report to the audit committee regarding the extent of services provided
by our independent registered public accounting firm in accordance with this preapproval, and the fees for the services performed to date.
All of the services relating to the fees described in the table above were approved by our audit committee.
50
ITEM 15 - EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) (1) Financial Statements
PART IV
The following financial statements of Flux Power Holdings, Inc., and Report of Baker Tilly US, LLP, independent registered public accounting firm, are included in this report:
Report of Independent Registered Public Accounting Firm – (Baker Tilly US, LLP, San Diego, CA PCAOB Firm ID# 23)
Consolidated Balance Sheets as of June 30, 2023 and 2022
Consolidated Statements of Operations for the Years Ended June 30, 2023 and 2022
Consolidated Statements of Stockholders’ Equity for the Years Ended June 30, 2023 and 2022
Consolidated Statements of Cash Flows for the Years Ended June 30, 2023 and 2022
Notes to the Consolidated Financial Statements
Page
F-1
F-2
F-3
F-4
F-5
F-6
(2) Financial Statement Schedules: All schedules have been omitted because the required information is included in the financial statements or notes thereto or because they are
not required.
(3) Exhibits:
The exhibits required by Item 601 of Regulation S-K are listed in subparagraph (b) below.
(b) The following exhibits are filed as part of this Report
Exhibit
No.
Description
2.1
2.2
3.1
3.2
3.3
3.4
4(vi)
4.1
4.2
4.3
Securities Exchange Agreement dated May 18, 2012. Incorporated by reference to Exhibit 2.1 on Form 8-K filed with the SEC on May 24, 2012.
Amendment No. 1 to the Securities Exchange Agreement dated June 13, 2012. Incorporated by reference to Exhibit 2.2 on Form 8-K filed with the SEC on June
18, 2012.
Restated Articles of Incorporation. Incorporated by reference to Exhibit 3.1 on Form 8-K filed with the SEC on February 19, 2015.
Amended and Restated Bylaws of Flux Power Holdings, Inc. Incorporated by reference to Exhibit 3.1 on Form 8-K filed with the SEC on May 31, 2012.
Certificate of Amendment to Articles of Incorporation. Incorporated by reference to Exhibit 3.1 on Form 8-K filed with the SEC on August 18, 2017.
Certificate of Change. Incorporated by reference to Exhibit 3.1 on Form 8-K filed with the SEC on July 12, 2019.
Description of Securities. Incorporated by reference to Exhibit 4(vi) on Form 10-K filed with the SEC on September 28, 2020.
Form of Warrant. Incorporated by reference to Exhibit 4.1 on Form 8-K filed with the SEC on September 23, 2021.
Form of Warrant Certificate. Incorporated by reference to Exhibit 4.1 on Form 8-K filed with the SEC on May 13, 2022.
Warrant to Purchase Stock issued to Silicon Valley Bank, dated June 23, 2022. Incorporated by reference to Exhibit 4.1 on Form 8-K filed with the SEC on June
28, 2022.
10.1#
10.2
Form of Indemnification Agreement. Incorporated by reference to Exhibit 10.1 on Form 8-K filed with the SEC on April 9, 2019.
Lease Agreement dated April 25, 2019. Incorporated by reference to Exhibit 10.1 on Form 8-K filed with the SEC on April 30, 2019.
51
10.3
10.4
10.5#
10.6#
10.7#
10.8#
10.9#
10.10#
10.11#
10.12#
First Amendment to Standard Industrial/Commercial Multi Tenant Lease with Accutek dated March 1, 2020. Incorporated by reference to Exhibit 10.1 on Form
8-K filed with the SEC on March 5, 2020.
Form of Representative Warrant. Incorporated by reference to Exhibit 10.1 on Form 10-Q filed with the SEC on November 12, 2020.
Flux Power Holdings, Inc. 2010 Stock Plan: Form of Stock Option Agreement. Incorporated by reference to Exhibit 10.6 on Form 8-K filed with the SEC on
June 18, 2012.
2014 Equity Incentive Plan. Incorporated by reference to Exhibit 10.23 on Form 10-Q filed with the SEC on May 15, 2015.
Amendment to the Flux Power Holdings Inc. 2014 Equity Incentive Plan. Incorporated by reference to Exhibit 10.20 on Form 10-K filed with the SEC on
September 27, 2018.
Amendment No. 2 to the Flux Power Holdings Inc. 2014 Equity Incentive Plan Incorporated by reference to Exhibit 10.1 on Form 8-K filed with the SEC on
November 9, 2020.
Form of Restricted Stock Unit Award Agreement. Incorporated by reference to Exhibit 10.2 on Form 8-K filed with the SEC on November 9, 2020.
Form of Performance Restricted Stock Unit Award Agreement. Incorporated by reference to Exhibit 10.3 on Form 8-K filed with the SEC on November 9, 2020.
Annual Cash Bonus Plan. Incorporated by reference to Exhibit 10.4 on Form 8-K filed with the SEC on November 9, 2020.
Amended and Restated Employment Agreement by and between Flux Power Holdings, Inc. and Ronald F. Dutt. Incorporated by reference to Exhibit 10.1 on
Form 8-K filed with the SEC on February 17, 2021.
10.13#
Employment Agreement by and between Flux Power Holdings, Inc. and Charles A. Scheiwe. Incorporated by reference to Exhibit 10.2 on Form 8-K filed with
10.14#
10.15#
10.16
10.17#
10.18
10.19
10.20#
10.21
10.22
10.23
10.24
14.1
21.1
23.1*
31.1*
31.2*
32.1*
32.2*
101.INS*
101.SCH*
101.CAL*
101.DEF*
101.LAB*
101.PRE*
104
the SEC on February 17, 2021.
2021 Equity Incentive Plan. Incorporated by reference to Exhibit 10.1 on Form 8-K filed with the SEC on May 4, 2021.
Form of Restricted Stock Unit Award Agreement – Non-Executive Director. Incorporated by reference to Exhibit 10.2 on Form 8-K filed with the SEC on May
4, 2021.
Form of Securities Purchase Agreement. Incorporated by reference to Exhibit 10.1 on Form 8-K filed with the SEC on September 23, 2021.
Form of Performance Restricted Stock Unit Award. Incorporated by reference to Exhibit 10.3 on Form 8-K filed with the SEC on November 2, 2021
Credit Facility Agreement dated May 11, 2022. Incorporated by reference to Exhibit 10.1 on Form 8-K filed with the SEC on May 13, 2022.
Form of Subordinated Unsecured Promissory Note. Incorporated by reference to Exhibit 10.2 on Form 8-K filed with the SEC on May 13, 2022.
Employee Separation and Release with Jonathan Berry dated August 24, 2022. Incorporated by reference to Exhibit 10.1 on Form 8-K/A filed with the SEC on
August 26, 2022.
Flux Power Holdings, Inc. 2023 Employee Stock Purchase Plan. Incorporated by reference to Exhibit 10.1 on Form 8-K filed with the SEC on April 21, 2023
Loan and Security Agreement. Incorporated by reference to Exhibit 10.1 on Form 8-K filed with the SEC on August 3, 2023.
Intellectual Property Security Agreement. Incorporated by reference to Exhibit 10.2 on Form 8-K filed with the SEC on August 3, 2023.
Form of Revolving Note. Incorporated by reference to Exhibit 10.3 on Form 8-K filed with the SEC on August 3, 2023.
Code of Business Conduct and Ethics. Incorporated by reference to Exhibit 99.4 on Form 8-K filed with the SEC on July 2, 2019.
Subsidiaries. Incorporated by reference to Exhibit 21.1 on Form 8-K filed with the SEC on June 18, 2012
Consent of Independent Registered Public Accounting Firm
Certifications of the Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act.
Certifications of the Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act.
Certifications of the Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act.
Certifications of the Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act.
Inline XBRL Instance Document*
Inline XBRL Taxonomy Extension Schema
Inline XBRL Taxonomy Extension Calculation Linkbase
Inline XBRL Taxonomy Extension Definition Linkbase
Inline XBRL Taxonomy Extension Label Linkbase
Inline XBRL Taxonomy Extension Presentation Linkbase
Cover Page Interactive Data File, formatted in Inline XBRL (included as Exhibit 101)
*
#
Filed herewith.
Indicates management contract or compensatory plan or arrangement.
ITEM 16 – FORM 10-K SUMMARY
None.
52
Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
SIGNATURES
Dated: September 21, 2023
Flux Power Holdings, Inc.
By:
By:
/s/ Ronald F. Dutt
Ronald F. Dutt
Chief Executive Officer
(Principal Executive Officer)
/s/ Charles A. Scheiwe
Charles A. Scheiwe
Chief Financial Officer
(Principal Financial Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
Signature
/s/ Ronald F. Dutt
Ronald F. Dutt
/s/ Charles A. Scheiwe
Charles A. Scheiwe
/s/ Michael Johnson
Michael Johnson
/s/ Cheemin Bo-Linn
Cheemin Bo-Linn
/s/ Lisa Walters-Hoffert
Lisa Walters-Hoffert
/s/ Dale Robinette
Dale Robinette
Title
Director, Chief Executive Officer,
President and Director
(Principal Executive Officer)
Chief Financial Officer
(Principal Financial Officer)
Director
Director
Director
Director
53
Date
September 21, 2023
September 21, 2023
September 21, 2023
September 21, 2023
September 21, 2023
September 21, 2023
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of Flux Power Holdings, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Flux Power Holdings, Inc. (the “Company”) as of June 30, 2023 and 2022, the related consolidated
statements of operations, changes in stockholders’ equity, and cash flows, for each of the two years in the period ended June 30, 2023, and the related notes (collectively
referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the
Company as of June 30, 2023 and 2022, and the results of its operations and its cash flows for each of the two years in the period ended June 30, 2023, in conformity with
accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s
consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)
(“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the
Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting
but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and
performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated
financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit
committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex
judgments. We determined that there are no critical audit matters.
/s/ BAKER TILLY US, LLP
We have served as the Company’s auditor since 2012.
San Diego, California
September 21, 2023
F-1
FLUX POWER HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
June 30,
2023
June 30,
2022
ASSETS
Current assets:
Cash
Accounts receivable
Inventories, net
Other current assets
Total current assets
Right of use asset
Property, plant and equipment, net
Other assets
Total assets
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable
Accrued expenses
Revolving line of credit
Deferred revenue
Customer deposits
Finance lease payable, current portion
Office lease payable, current portion
Accrued interest
Total current liabilities
Long term liabilities:
Finance lease payable, less current portion
Office lease payable, less current portion
Total liabilities
Stockholders’ equity:
Preferred stock, $0.001 par value; 500,000 shares authorized; none issued and outstanding
Common stock, $0.001 par value; 30,000,000 shares authorized; 16,462,215 and 15,996,658 shares issued and
outstanding at June 30, 2023 and June 30, 2022, respectively
Additional paid-in capital
Accumulated deficit
Total stockholders’ equity
Total liabilities and stockholders’ equity
$
$
$
$
$
2,379,000
8,649,000
18,996,000
918,000
30,942,000
2,854,000
1,789,000
120,000
485,000
8,609,000
16,262,000
1,261,000
26,617,000
2,597,000
1,578,000
89,000
35,705,000
$
30,881,000
$
9,735,000
3,181,000
9,912,000
131,000
82,000
143,000
644,000
2,000
23,830,000
273,000
2,055,000
6,645,000
2,209,000
4,889,000
163,000
175,000
-
504,000
1,000
14,586,000
-
2,361,000
26,158,000
16,947,000
-
-
16,000
98,086,000
(88,555,000)
9,547,000
35,705,000
$
16,000
95,732,000
(81,814,000)
13,934,000
30,881,000
The accompanying notes are an integral part of these consolidated financial statements.
F-2
Revenues
Cost of sales
Gross profit
Operating expenses:
Selling and administrative
Research and development
Total operating expenses
Operating loss
Other income (expense):
Other income
Interest expense
Net loss
Net loss per share - basic and diluted
FLUX POWER HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
Years ended
June 30,
2023
2022
66,337,000
49,237,000
$
17,100,000
17,620,000
4,890,000
22,510,000
42,333,000
35,034,000
7,299,000
15,515,000
7,141,000
22,656,000
(5,410,000)
(15,357,000)
8,000
(1,339,000)
(6,741,000)
(0.42)
$
$
-
(252,000)
(15,609,000)
(1.01)
$
$
$
Weighted average number of common shares outstanding - basic and diluted
16,055,256
15,439,530
The accompanying notes are an integral part of these consolidated financial statements.
F-3
FLUX POWER HOLDING, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
Balance at June 30, 2022
Issuance of common stock - public offering, net of costs
Issuance of common stock - exercised options and RSU
settlement
Stock-based compensation
Net loss
Balance at June 30, 2023
Common Stock
Shares
15,996,658
$
Capital Stock
Amount
Additional
Paid-in
Capital
16,000
$
95,732,000
$
Accumulated
Deficit
(81,814,000)
355,309
-
1,556,000
-
110,248
-
-
16,462,215
$
-
-
-
16,000
$
-
798,000
-
98,086,000
$
-
-
(6,741,000)
(88,555,000)
Balance at June 30, 2021
Issuance of common stock and warrants - registered direct
offering, net of costs
Issuance of common stock - public offering, net of costs
Issuance of common stock, exercised options and RSU
settlement
Fair value of warrants issued
Stock-based compensation
Net loss
Balance at June 30, 2022
Shares
13,652,164
$
2,142,860
190,782
10,852
-
-
-
15,996,658
$
Common Stock
Capital Stock
Amount
Additional
Paid-in
Capital
14,000
$
79,197,000
$
Accumulated
Deficit
(66,205,000)
2,000
-
-
-
-
-
16,000
$
13,969,000
1,602,000
-
253,000
711,000
-
95,732,000
-
-
-
-
-
(15,609,000)
(81,814,000)
$
Total
13,934,000
1,556,000
-
798,000
(6,741,000)
9,547,000
Total
13,006,000
13,971,000
1,602,000
-
253,000
711,000
(15,609,000)
13,934,000
$
$
$
$
The accompanying notes are an integral part of these consolidated financial statements.
F-4
FLUX POWER HOLDING, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Cash flows from operating activities:
Net loss
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation
Stock-based compensation
Fair value of warrants issued as debt discount cost
Amortization of debt issuance costs
Noncash lease expense
Allowance for inventory reserve
Changes in operating assets and liabilities:
Accounts receivable
Inventories
Other current assets
Accounts payable
Accrued expenses
Deferred revenue
Accrued interest
Office lease payable
Customer deposits
Net cash used in operating activities
Cash flows from investing activities
Purchases of equipment
Proceeds from sale of fixed assets
Net cash used in investing activities
Cash flows from financing activities:
Proceeds from the issuance of common stock in registered direct offering, net of offering costs
Proceeds from the issuance of common stock in public offering, net of offering costs
Proceeds from revolving line of credit
Payment of revolving line of credit
Payment of financed leases
Net cash provided by financing activities
Net change in cash
Cash, beginning of period
Cash, end of period
Supplemental Disclosures of Non-Cash Investing and Financing Activities:
Initial right of use asset recognition
Common stock issued for vested RSUs
Supplemental cash flow information:
Interest paid
Year ended June 30,
2023
2022
$
(6,741,000)
$
(15,609,000)
899,000
798,000
-
482,000
512,000
-
(40,000)
(2,734,000)
(170,000)
3,090,000
972,000
(32,000)
1,000
(518,000)
(93,000)
(3,574,000)
(1,032,000)
8,000
(1,024,000)
-
1,556,000
63,400,000
(58,377,000)
(87,000)
6,492,000
1,894,000
485,000
575,000
711,000
253,000
-
438,000
61,000
(2,512,000)
(5,810,000)
(802,000)
(530,000)
(374,000)
139,000
(1,000)
(436,000)
4,000
(23,893,000)
(797,000)
-
(797,000)
13,971,000
1,602,000
8,450,000
(3,561,000)
-
20,462,000
(4,228,000)
4,713,000
$
$
$
$
2,379,000
$
485,000
855,000
417,000
1,127,000
$
$
$
-
21,000
151,000
The accompanying notes are an integral part of these consolidated financial statements.
F-5
FLUX POWER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2023 and JUNE 30, 2022
NOTE 1 - NATURE OF BUSINESS
Nature of Business
Flux Power Holdings, Inc. (“Flux”) was incorporated in 2008 in the State of Nevada, and Flux’s operations are conducted through its wholly owned subsidiary, Flux
Power, Inc. (“Flux Power”), a California corporation (collectively, the “Company”).
The Company designs, develops, manufactures, and sells a portfolio of advanced lithium-ion energy storage solutions for electrification of a range of industrial
commercial sectors which include material handling, airport ground support equipment (“GSE”), and stationary energy storage. The Company believes its mobile and
stationary energy storage solutions provide customers with a reliable, high performing, cost effective, and more environmentally friendly alternative as compared to traditional
lead acid and propane-based solutions. The Company’s modular and scalable design allows different configurations of lithium-ion battery packs to be paired with our
proprietary wireless battery management system to provide the level of energy storage required and “state of the art” real time monitoring of pack performance. The Company
believes that the increasing demand for lithium-ion battery packs and more environmentally friendly energy storage solutions in the material handling sector should continue to
drive revenue growth.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A summary of the Company’s significant accounting policies which have been consistently applied in the preparation of the accompanying consolidated financial
statements follows:
Principles of Consolidation
The consolidated financial statements include Flux Power Holdings, Inc. and its wholly-owned subsidiary Flux Power, Inc. after elimination of all intercompany
accounts and transactions.
Liquidity Considerations
The accompanying financial statements and notes have been prepared assuming the Company will continue as a going concern. For the year ended June 30, 2023, the
Company generated negative cash flows from operations of $3.6 million and had an accumulated deficit of $88.6 million. Management has evaluated the Company’s expected
cash requirements over the next twelve (12) months, including investments in additional sales and marketing and research and development, capital expenditures, and working
capital requirements. Management believes the Company’s existing cash and funding available under the Gibraltar Business Capital Revolving Line of Credit and the
Subordinated LOC, along with the forecasted gross margin will be sufficient to meet the Company’s anticipated capital resources to fund planned operations for the next twelve
(12) months.
Historically the Company has not generated sufficient cash to fund its operations. Based on the Company’s existing backlog and customer orders, management
anticipates increased revenues, together with the improvements in its gross margin will move it closer to profitability. The planned gross margin improvement tasks include, but
is not limited to, a plan to drive bill of material costs down while increasing price of our products for new orders. The Company has received new orders in Fiscal 2023, of
approximately $61 million and believes through conversations with its customers that its anticipation of continued increase of new orders is reasonable.
F-6
As of September 8, 2023, $4.0 million remained available under the GBC Credit Facility and $4.0 million was available for future draws under the Subordinated LOC.
As of September 8, 2023, $4.1 million remained available under the Company’s ATM agreement that could be utilized if necessary. In addition, to support our operations and
anticipated growth, we intend to explore additional sources of capital as needed. We also continue to execute our cost reduction, sourcing, and pricing recovery initiatives in
efforts to increase our gross margins and improve cash flow from operations. Unforeseen factors in the general economy beyond management’s control could potentially have
negative impact on the planned gross margin improvement plan.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management
to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses, as well as certain financial statement disclosures. Significant
estimates include valuation allowances relating to inventory and deferred tax assets. While management believes that the estimates and assumptions used in the preparation of
the financial statements are appropriate, actual results could differ from these estimates.
Cash and Cash Equivalents
As of June 30, 2023 and June 30, 2022, cash was approximately $2.4 million and $485,000, respectively. Cash consisted of funds held in a non-interest-bearing bank
deposit account. The Company considers all liquid short-term investments with maturities of less than three months when acquired to be cash equivalents. The Company had no
cash equivalents at June 30, 2023 and 2022.
Fair Values of Financial Instruments
The carrying amount of our cash, accounts payable, accounts receivable, and accrued liabilities approximate their estimated fair values due to the short-term maturities
of those financial instruments. The carrying amount of the line of credit agreement approximates its fair values as interest approximates current market interest rates for similar
instruments. Management has concluded that it is not practical to determine the estimated fair value of amounts due to related parties because the transactions cannot be
assumed to have been consummated at arm’s length, the terms are not deemed to be market terms, there are no quoted values available for these instruments, and an
independent valuation would not be practical due to the lack of data regarding similar instruments, if any, and the associated potential costs.
The Company does not have any other assets or liabilities that are measured at fair value on a recurring or non-recurring basis.
Accounts Receivable
Accounts receivable are carried at their estimated collectible amounts. The Company has not experienced collection issues related to its accounts receivable and has
not recorded an allowance for doubtful accounts during the fiscal years ended June 30, 2023 and 2022.
Inventories
Inventories consist primarily of battery management systems and the related subcomponents and are stated at the lower of cost or net realizable value. The Company
evaluates inventories to determine if write-downs are necessary due to obsolescence or if the inventory levels are in excess of anticipated demand at market value based on
consideration of historical sales and product development plans. The Company recorded adjustments related to obsolete inventory in the amount of approximately $354,000 and
$111,000 during the fiscal years ended June 30, 2023 and 2022, respectively.
Property, Plant and Equipment
Property, plant and equipment are stated at cost, net of accumulated depreciation. Depreciation and amortization are provided using the straight-line method over the
estimated useful lives, of the related assets ranging from three to five years, or, in the case of leasehold improvements, over the lesser of the useful life of the related asset or the
lease term.
F-7
Stock-based Compensation
Pursuant to the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic No. 718-10, Compensation-
Stock Compensation, which establishes accounting for equity instruments exchanged for employee service, we utilize the Black-Scholes option pricing model to estimate the
fair value of employee stock option awards at the date of grant, which requires the input of highly subjective assumptions, including expected volatility and expected life.
Changes in these inputs and assumptions can materially affect the measure of estimated fair value of our share-based compensation. These assumptions are subjective and
generally require significant analysis and judgment to develop. When estimating fair value, some of the assumptions will be based on, or determined from, external data and
other assumptions may be derived from our historical experience with stock-based payment arrangements. The appropriate weight to place on historical experience is a matter
of judgment, based on relevant facts and circumstances.
Common stock or equity instruments such as warrants issued for services to non-employees are valued at their estimated fair value at the measurement date (the date
when a firm commitment for performance of the services is reached, typically the date of issuance, or when performance is complete). If the total value exceeds the par value of
the stock issued, the value in excess of the par value is added to the additional paid-in-capital.
Revenue Recognition
The Company recognizes revenue in accordance to the Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”)
for all contracts. The Company derives its revenue from the sale of products to customers. The Company sells its products primarily through a distribution network of
equipment dealers, OEMs and battery distributors in primarily North America. The Company recognizes revenue for the products when all significant risks and rewards have
been transferred to the customer, there is no continuing managerial involvement associated with ownership of the goods sold is retained, no effective control over the goods
sold is retained, the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transactions will flow to the Company and the
costs incurred or to be incurred with respect to the transaction can be measured reliably.
Product revenue is recognized as a distinct single performance obligation which for the Company’s three major customers represents the point in time that they receive
delivery of the products, and for all other customers represents the point in time that the Company ships the products. Our customers do have a right to return product but our
returns have historically been minimal.
Product Warranties
The Company evaluates its exposure to product warranty obligations based on historical experience. Our products, primarily lift equipment packs, are warrantied for
five years unless modified by a separate agreement. As of June 30, 2023 and 2022, the Company carried warranty liability of approximately $1,600,000 and $1,012,000,
respectively, which is included in accrued expenses on the Company’s consolidated balance sheets.
Impairment of Long-lived Assets
In accordance with authoritative guidance for the impairment or disposal of long-lived assets, if indicators of impairment exist, the Company assesses the
recoverability of the affected long-lived assets by determining whether the carrying value of such assets can be recovered through the undiscounted future operating cash flows.
If impairment is indicated, the Company measures the amount of such impairment by comparing the carrying value of the asset to the present value of the expected
future cash flows associated with the use of the asset. The Company believes that no impairment indicators were present, and accordingly no impairment losses were
recognized during the fiscal years ended June 30, 2023 and 2022.
F-8
Research and Development
The Company is actively engaged in new product development efforts. Research and development cost relating to possible future products are expensed as incurred.
Income Taxes
Pursuant to FASB ASC Topic No. 740, Income Taxes, deferred tax assets or liabilities are recorded to reflect the future tax consequences of temporary differences
between the financial reporting basis of assets and liabilities and their tax basis at each year-end. These amounts are adjusted, as appropriate, to reflect enacted changes in tax
rates expected to be in effect when the temporary differences reverse. The Company has analyzed filing positions in all of the federal and state jurisdictions where the Company
is required to file income tax returns, as well as all open tax years in these jurisdictions. As a result, no unrecognized tax benefits have been identified as of June 30, 2023 or
June 30, 2022, and accordingly, no additional tax liabilities have been recorded.
The Company records deferred tax assets and liabilities based on the differences between the financial statement and tax bases of assets and liabilities and on operating
loss carry forwards using enacted tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance is provided when it is more likely than
not that some portion or all of a deferred tax asset will not be realized.
Net Loss Per Common Share
The Company calculates basic loss per common share by dividing net loss by the weighted average number of common shares outstanding during the periods. Diluted
loss per common share includes the impact from all dilutive potential common shares relating to outstanding convertible securities.
For the fiscal years ended June 30, 2023 and 2022, basic and diluted weighted-average common shares outstanding were 16,055,256 and 15,439,530, respectively. The
Company incurred a net loss for the fiscal years ended June 30, 2023 and 2022, and therefore, basic and diluted loss per share for each fiscal year were the same because
potential common share equivalents would have been anti-dilutive. The total potentially dilutive common shares outstanding at June 30, 2023 and 2022 that were excluded
from diluted weighted-average common shares outstanding represent shares underlying outstanding stock options, RSUs, and warrants, and totaled 2,622,268 and 2,262,773,
respectively.
At June 30, 2023 and 2022 potentially dilutive common shares outstanding that were excluded from diluted weighted-average common shares outstanding were as
follows:
Stock options
RSUs
Warrants
Total
New Accounting Standards
Recently Adopted Accounting Pronouncements
June 30,
2023
June 30,
2022
973,400
193,749
1,455,119
2,622,268
503,433
304,221
1,455,119
2,262,773
The Company did not adopt any new accounting pronouncements for the year ended June 30, 2023 and 2022.
Management has considered all recent accounting pronouncements issued since the last audit of the Company’s consolidated financial statements.
F-9
NOTE 3 - INVENTORIES
Inventories consist of the following:
Raw materials
Work in process
Finished goods
Total Inventories
June 30,
2023
June 30,
2022
$
$
13,047,000
1,277,000
4,672,000
18,996,000
$
$
12,989,000
927,000
2,346,000
16,262,000
Inventories consist primarily of our energy storage systems and the related subcomponents, and are stated at the lower of cost or net realizable value.
NOTE 4 – OTHER CURRENT ASSETS
Other current assets consist of the following:
Prepaid insurance
Prepaid expenses
Other
Total other current assets
NOTE 5 – ACCRUED EXPENSES
Accrued expenses consist of the following:
Payroll and bonus accrual
PTO accrual
Warranty liability
Other
Total accrued expenses
NOTE 6 - PROPERTY, PLANT AND EQUIPMENT, NET
Property, plant and equipment, net consist of the following:
Vehicles
Machinery and equipment
Office equipment
Furniture and Equipment
Leasehold improvements
CIP
Less: Accumulated depreciation
Total property, plant and equipment, net
F-10
June 30,
2023
June 30,
2022
573,000
202,000
143,000
918,000
June 30,
2023
1,157,000
412,000
1,600,000
12,000
3,181,000
June 30,
2023
-
1,169,000
2,153,000
273,000
81,000
43,000
3,719,000
(1,930,000)
1,789,000
$
$
$
$
$
$
478,000
343,000
440,000
1,261,000
June 30,
2022
767,000
430,000
1,012,000
-
2,209,000
June 30,
2022
20,000
808,000
1,574,000
256,000
56,000
-
2,714,000
(1,136,000)
1,578,000
$
$
$
$
$
$
Depreciation expense was approximately $899,000 and $575,000, for the fiscal years ended June 30, 2023 and 2022, respectively, and is included in selling and
administrative expenses in the accompanying consolidated statements of operations.
NOTE 7 – Notes Payable
Revolving Line of Credit
On November 9, 2020, the Company entered into a Loan and Security Agreement (“Agreement”) with Silicon Valley Bank (“SVB”).
On October 29, 2021, the Company entered into a First Amendment to Loan and Security Agreement (“First Amendment” and together with the Agreement, the “Loan
Agreement”) with SVB which amended certain terms of the Agreement including, but not limited to, increasing the amount of the revolving line of credit from $4.0 million to
$6.0 million, and extending the maturity date to November 7, 2022. The First Amendment provided the Company with a senior secured credit facility for up to $6.0 million
available on a revolving basis (“Revolving LOC”). Outstanding principal under the Revolving LOC accrued interest at a floating rate per annum equal to the greater of (i)
Prime Rate plus two and a half percent (2.50%), or (ii) five and three-quarters percent (5.75%). The Company paid a non-refundable commitment fee of $15,000 upon
execution of the Agreement and an additional non-refundable commitment fee of $22,500 in connection with the First Amendment.
On June 23, 2022, the Company entered into a Second Amendment to Loan and Security Agreement (“Second Amendment” and together with the Loan Agreement,
the “Second Amended Loan Agreement”) with SVB, which amended certain terms of the Loan Agreement, including but not limited to, (i) increasing the amount of the
revolving line of credit to $8.0 million, (ii) changing the financial covenants of the Company from one based on tangible net worth to another based on adjusted EBITDA (as
defined in the Second Amendment) on a trailing six (6) month basis and liquidity ratio certified as of the end of each month pursuant to the calculations set forth therein, and
(iii) allowing for the assignment and transfer by SVB of all of its obligations, rights and benefits under the Agreement and Loan Documents (as defined in the Agreement and
except for the Warrants).
In addition, under the Second Amendment, the interest rate terms for the outstanding principal under the Revolving LOC were amended to accrue interest at a floating
per annum rate equal to the greater of either (A) Prime Rate plus three and one-half of one percent (3.50%) or (B) seven and one-half of one percent (7.50%). Interest payments
are due monthly on the last day of the month. In addition, the Company is required to pay a quarterly unused facility fee equal to one-quarter of one percent (0.25%) per annum
of the average daily unused portion of the $8.0 million commitment under the SVB Credit Facility, depending upon availability of borrowings under the Revolving LOC.
Pursuant to the Second Amendment, the Company paid SVB a non-refundable amendment fee of $5,000 and SVB’s legal fees and expenses incurred in connection with the
Second Amendment.
In connection with the Second Amendment, the Company issued a twelve-year warrant to SVB and its designee, SVB Financial Group, to purchase up to 40,806
shares of common stock of the Company at an exercise price of $2.23 per share pursuant to the terms set forth therein.
On November 7, 2022, we entered into a Third Amendment to Loan and Security Agreement (“Third Amendment”) with SVB, which amended certain terms of the
Second Amended Loan Agreement (together with the Second Amended Loan Agreement, the “Third Amended Loan Agreement”), including but not limited to, (i) extending the
maturity date from November 7, 2022 to May 7, 2023 (the “Extension Period”), (ii) amending the financial covenants of the Company to cover the Extension Period and to
include a liquidity ratio financial covenant, and (iii) amending the definition of Permitted Liens (as defined in the Third Amendment). Pursuant to the Third Amendment, the
Company paid SVB a non-refundable amendment fee of $12,500 and SVB’s legal fees and expenses incurred in connection with the Third Amendment.
F-11
On January 10, 2023, the Company entered into a Fourth Amendment to Loan and Security Agreement (the “Fourth Amendment”) with SVB, which amended certain
terms of the Third Amended Loan Agreement including but not limited to, (i) increasing the amount of the SVB Credit Facility from $8.0 million to $14.0 million, (ii) removing
the liquidity ratio financial covenant of the Company under Section 6.9 of the Third Amended Loan Agreement, (iii) amending the definition of Borrowing Base (as defined in
the Fourth Amendment), which includes a new defined term for Net Orderly Liquidation Value (as defined in the Fourth Amendment), and (iv) removing certain defined
liquidity terms under Section 13.1 of the Third Amended Loan Agreement. Pursuant to the Fourth Amendment, the Company paid SVB a non-refundable amendment fee of
$10,000 and SVB’s legal fees and expenses incurred in connection with the Fourth Amendment.
On April 27, 2023, the Company entered into a Fifth Amendment to Loan and Security Agreement (the “Fifth Amendment”) with SVB which further amended certain
terms of the credit facility (together with the Fourth Amended Loan Agreement, the “Fifth Amended Loan Agreement Agreement”), including but not limited to, (i) extending
the maturity date from May 7, 2023 to December 31, 2023 (the “2023 Extension Period”), (ii) amending the EBITDA financial covenant of the Company to cover the 2023
Extension Period, and (iii) amending the definition of EBITDA (as defined in the Fifth Amendment). Pursuant to the Fifth Amendment, the Company agreed to pay SVB a non-
refundable amendment fee of $30,000 and SVB’s legal fees and expenses incurred in connection with the Fifth Amendment. In addition, SVB also agreed to waive compliance
by the Company of the former EBIDTA financial covenant as of the month ended March 31, 2023.
The Company has used the SVB Credit Facility to fund its operations and working capital requirements. Amounts outstanding under the Revolving LOC are secured
by substantially all tangible and intangible assets of the Company (including, without limitation, intellectual property) pursuant to the terms of the Fifth Amended Loan
Agreement, and the Intellectual Property Security Agreement dated as of October 29, 2021. During the year ended June 30, 2023, the Company had multiple Revolving LOC
drawdowns totaling $63.4 million and multiple Revolving LOC payments totaling $58.4 million. As of June 30, 2023, the outstanding balance under the Revolving LOC was
approximately $9.9 million.
On July 28, 2023, the Company terminated the Loan and Security Agreement, dated as of November 9, 2020, as amended, by and among SVB and the Company, and
concurrent with the entry into the Loan and Security Agreement, by and among Gibraltar Business Capital and the Company. The Company repaid the entire outstanding
principal balance of the SVB Credit Facility plus all accrued and unpaid interest and related fees through the date of termination with a portion of the funds from the GBC
Credit Facility on July 28, 2023. (See Note 13 – Subsequent Events)
NOTE 8 - RELATED PARTY DEBT AGREEMENTS
As of June 30, 2023 and June 30, 2022, the Company had no related party debt balance outstanding. Below are the activities for the Company’s related party debt
agreements that existed during the periods ended June 30, 2023 and 2022.
Subordinated Line of Credit Facility
On May 11, 2022, the Company entered into a Credit Facility Agreement (the “Subordinated LOC”) with Cleveland Capital, L.P., a Delaware limited partnership
(“Cleveland”), Herndon Plant Oakley, Ltd., (“HPO”), and other lenders (together with Cleveland and HPO, the “Lenders”). The Subordinated LOC provides the Company with
a short-term line of credit not less than $3,000,000 and not more than $5,000,000, the proceeds of which shall be used by the Company for working capital purposes. In
connection with the Subordinated LOC, the Company issued a separate subordinated unsecured promissory note in favor of each respective Lender (each promissory note, a
“Note”) for each Lender’s commitment amount (each such commitment amount, a “Commitment Amount”). As of June 30, 2023, the Lenders committed to an aggregate
commitment of $4,000,000.
Pursuant to the terms of the Subordinated LOC, each Lender severally agrees to make loans (each such loan, an “Advance”) up to such Lender’s Commitment Amount
to the Company from time to time, until December 31, 2022 (the “Due Date”). On December 15, 2022, the Board of Directors of the Company elected to extend the Due Date
to December 31, 2023. The Company may, from time to time, prior to the Due Date, draw down, repay, and re-borrow on the Note, by giving notice to the Lenders of the
amount to be requested to be drawn down.
F-12
Each Note bears an interest rate of 15.0% per annum on each Advance from and after the date of disbursement of such Advance and is payable on (i) the Due Date in
cash or shares of common stock of the Company (the “Common Stock”) at the sole election of the Company, unless such Due Date is extended pursuant to the Note, or (ii) on
occurrence of an event of Default (as defined in the Note). The Due Date may be extended (i) at the sole election of the Company for one (1) additional year period from the
Due Date upon the payment of a commitment fee equal to two percent (2%) of the Commitment Amount to the Lender within thirty (30) days prior to the original Due Date, or
(ii) by the Lender in writing. In addition, each Lender signed a Subordination Agreement by and between the Lenders and SVB dated as of May 11, 2022 (the “Subordination
Agreement”) for the purposes of subordinating the right to payment under the Note to SVB’s indebtedness by the Company now outstanding or hereinafter incurred. On
December 15, 2022, the Board of Directors of the Company elected to extend the Due Date to December 31, 2023 and the Company paid the Lenders an extension fee in the
aggregate amount of $80,000. On July 28, 2023, in conjunction with the concurrent termination of the SVB Revolving LOC and the entry into a new credit facility with
Gibraltar Business Capital (“GBC”), each Lender signed a Subordination Agreement by and between the Lenders and GBC dated as of July 28, 2023 (the “GBC Subordination
Agreement”) for the purposes of subordinating the right to payment under the Note to GBC’s indebtedness by the Company then incurred and outstanding or thereinafter
incurred. (See Note 13 – Subsequent Events)
The Subordinated LOC includes customary representations, warranties and covenants by the Company and the Lenders. The Company has also agreed to pay the legal
fees of Cleveland’s counsel in an amount up to $10,000. In addition, each Note also provides that, upon the occurrence of a Default, at the option of the Lender, the entire
outstanding principal balance, all accrued but unpaid interest and/or Late Charges (as defined in the Note) at once will become due and payable upon written notice to the
Company by the Lender.
In connection with entry into the Subordinated LOC, the Company paid to each Lender a one-time commitment fee in cash equal to 3.5% of such Lender’s
Commitment Amount. In addition, in consideration of the Lenders’ commitment to provide the Advances to the Company, the Company issued the Lenders five-year warrants
to purchase an aggregate of 128,000 shares of common stock at an exercise price of $2.53 per share that are, subject to certain ownership limitations, exercisable immediately
(the “Warrants”) (the number of warrants issued to each Lender is equal to the product of (i) 160,000 shares of common stock multiplied by (ii) the ratio represented by each
Lender’s Commitment Amount divided by the $5,000,000).
Pursuant to a selling agreement, dated as of May 11, 2022, the Company retained HPO as its placement agent in connection with the Subordinated LOC. As
compensation for services rendered in conjunction with the Subordinated LOC, the Company paid HPO a finder fee equal to 3% of the Commitment Amount from each such
Lender placed by HPO in cash.
NOTE 9 - STOCKHOLDERS’ EQUITY
At-The-Market (“ATM”) Offering
On December 21, 2020 the Company entered into a Sales Agreement (the “Sales Agreement”) with H.C. Wainwright & Co., LLC (“HCW”) to sell shares of its
common stock, par value $0.001 (the “Common Stock”) from time to time, through an “at-the-market offering” program (the “ATM Offering”).
The Company agreed to pay HCW a commission in an amount equal to 3.0% of the gross sales proceeds of the shares sold under the Sales Agreement. In addition, the
Company agreed to reimburse HCW for certain legal and other expenses incurred up to a maximum of $50,000 to establish the ATM Offering, and $2,500 per quarter thereafter
to maintain such program under the Sales Agreement. The Company has also agreed pursuant to the Sales Agreement to indemnify and provide contribution to HCW against
certain liabilities, including liabilities under the Securities Act.
On May 27, 2021, the Company filed Amendment No. 1 (the “Amendment”) to the prospectus supplement dated December 21, 2020 (the “Prospectus Supplement”) to
increase the size of the ATM Offering from an aggregate offering price of up to $10 million in the Prospectus Supplement to an amended maximum aggregate offering price of
up to $20 million of shares of the Company’s common stock (the “Shares”) (which amount includes the value of shares the Company has already sold prior to the date of the
Amendment) pursuant to the base prospectus dated October 26, 2020, the Prospectus Supplement, and the Amendment (collectively, the “Prospectus”).
F-13
From December 21, 2020 through June 30, 2023, the Company sold an aggregate of 1,524,873 shares of common stock at an average price of $10.45 per share for
gross proceeds of approximately $15.9 million under the ATM Offering. The Company received net proceeds of approximately $15.3 million, net of commissions and other
offering related expenses.
The Shares were registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Company’s Registration Statement on Form S-3 (File
No. 333-249521), declared effective by the Securities and Exchange Commission (the “Commission”) on October 26, 2020, and the Prospectus. Sales of the Shares, if any, may
be made by any method permitted by law deemed to be an “at-the-market offering” as defined in Rule 415(a)(4) of the Securities Act. The Company or HCW may, upon written
notice to the other party in accordance with the terms of the Sales Agreement, suspend offers and sales of the Shares. The Company and HCW each have the right, in its sole
discretion, to terminate the Sales Agreement at any time upon prior written notice pursuant to the terms and subject to the conditions set forth in the Sales Agreement.
Public Offering
Registered Direct Offering
On September 27, 2021, the Company closed a registered direct offering, priced at-the-market under Nasdaq rules (“RDO”) for the sale of 2,142,860 shares of
common stock and warrants to purchase up to an aggregate of 1,071,430 shares of common stock, at an offering price of $7.00 per share and associated warrant for gross
proceeds of approximately $15.0 million prior to deducting offering expenses totaling approximately $1.0 million. The associated warrants have an exercise price equal to
$7.00 per share and are exercisable upon issuance and expire in five years. HCW acted as the exclusive placement agent for the registered direct offering.
The securities sold in the RDO were sold pursuant to a “shelf” registration statement on Form S-3 (File No. 333-249521), including a base prospectus, previously filed
with the Securities and Exchange Commission (the “SEC”) on October 16, 2020 and declared effective by the SEC on October 26, 2020. The registered direct offering of the
securities was made by means of a prospectus supplement dated September 22, 2021 and filed with the SEC, that forms a part of the effective registration statement. The
“shelf” registration statement will expire on October 26, 2023.
Warrants
In connection with the Company’s RDO, in September 2021 the Company issued five-year warrants to the RDO investors to purchase up to 1,071,430 shares of the
Company’s common stock at an exercise price of $7.00 per share and were estimated to have a fair value of approximately $3,874,000. The warrants were exercisable
immediately and are limited to beneficial ownership of 4.99% at any point in time in accordance with the warrant agreement.
In May 2022 and in conjunction with entry into a credit facility with Cleveland, HPO, and other lenders (together with Cleveland and HPO, the “Lenders”), the
Company issued five-year warrants to the Lenders to purchase up to 128,000 shares of the Company’s common stock at an exercise price of $2.53 per share and had a fair value
of approximately $173,000.
In June 2022 and in conjunction with the entry into the Second Amendment to Loan and Security Agreement with SVB, the Company issued twelve-year warrants to
SVB and its designee, SVB Financial Group, to purchase up to 40,806 shares of the Company’s common stock at an exercise price of $2.23 per share and had a fair value of
approximately $80,000.
Warrant detail for the year ended June 30, 2023 is reflected below:
Warrants outstanding and exercisable at June 30, 2022
Warrants issued
Warrants outstanding and exercisable at June 30, 2023
F-14
Number of
Warrants
1,455,119
-
1,455,119
$
$
$
Weighted
Average
Exercise
Price Per
Warrant
Remaining
Contract
Term
(# years)
6.10
-
6.10
3.17
Warrant detail for the year ended June 30, 2022 is reflected below:
Warrants outstanding and exercisable at June 30, 2021
Warrants issued
Warrants outstanding and exercisable at June 30, 2022
Stock Options
Number of
Warrants
214,883
1,240,236
1,455,119
$
$
$
Weighted
Average
Exercise
Price Per
Warrant
Remaining
Contract
Term
(# years)
4.49
6.38
6.10
4.17
In connection with the reverse acquisition of Flux Power, Inc. in 2012, the Company assumed the 2010 Plan. As of June 30, 2023, there were 21,944 options to
purchase common stock outstanding under the 2010 Plan. No additional options may be granted under the 2010 Plan.
On February 17, 2015, the Company’s stockholders approved the 2014 Equity Incentive Plan (the “2014 Plan”). The 2014 Plan offers certain employees, directors, and
consultants the opportunity to acquire the Company’s common stock subject to vesting requirements and serves to encourage such persons to remain employed by the Company
and to attract new employees. The 2014 Plan allows for the award of the Company’s common stock and stock options, up to 1,000,000 shares of the Company’s common stock.
As of June 30, 2023, 91,907 shares of the Company’s common stock were available for future grants under the 2014 Plan.
On April 29, 2021, the Company’s stockholders approved the 2021 Equity Incentive Plan (the “2021 Plan”). The 2021 Plan authorizes the issuance of awards for up to
2,000,000 shares of common stock in the form of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock units, restricted stock awards
and unrestricted stock awards to officers, directors and employees of, and consultants and advisors to, the Company or its affiliates. As of June 30, 2023, 1,587,147 shares of
the Company’s common stock were available for future grants under the 2021 Plan.
On October 31, 2022, the Board of Directors authorized a total of 624,441 stock options to be granted under the Company’s 2014 Plan and 2021 Plan.
Activity in stock options during the year ended June 30, 2023 and related balances outstanding as of that date are reflected below:
Outstanding at June 30, 2022
Granted
Exercised
Forfeited and cancelled
Outstanding at June 30, 2023
Exercisable at June 30, 2023
Number of
Shares
Weighted Average
Exercise Price
503,433
624,441
(22,500)
(131,974)
973,400
398,922
$
$
$
$
$
$
11.03
3.43
4.60
10.03
6.44
10.77
F-15
Weighted
Average
Remaining
Contract
Term
(# years)
7.40
4.61
Activity in stock options during the year ended June 30, 2022 and related balances outstanding as of that date are reflected below:
Outstanding at June 30, 2021
Exercised
Forfeited and cancelled
Outstanding and exercisable at June 30, 2022
Restricted Stock Units
Number of
Shares
Weighted
Average
Exercise Price
531,205
(3,400)
(24,372)
503,433
$
$
$
$
11.02
4.65
11.65
11.03
Weighted
Average
Remaining
Contract
Term
(# years)
5.66
On November 5, 2020, the Company’s Board of Directors approved an amendment to the 2014 Plan, to allow for grants of Restricted Stock Units (“RSUs”). Subject to
vesting requirements set forth in the RSU Award Agreement, one share of common stock is issuable for one vested RSU. On April 29, 2021, a total of 18,312 time-based RSUs
were authorized by the Company’s Board of Directors to be granted under the amended 2014 Option Plan. On October 29, 2021, the Board of Directors authorized the
following RSUs to be granted under the amended 2014 Option Plan: (i) a total of 97,828 RSUs to certain executive officers of which 48,914 were performance-based RSUs and
48,914 were time-based RSUs, and (ii) a total of 81,786 time-based RSUs to certain other key employees. The RSUs are subject to the terms and conditions provided in (i) the
Restricted Stock Unit Award Agreement for time-based awards (“Time-based Award Agreement”), and (ii) the Performance Restricted Stock Unit Award Agreement for
performance-based awards (“Performance-based Award Agreement”). On April 20, 2023, a total of 67,532 time-based RSUs were authorized by the Company’s Board of
Directors to be granted to the Company’s four non-executive directors under the amended 2014 Option Plan.
Activity in RSUs during the year ended June 30, 2023 and related balances outstanding as of that date are reflected below:
Outstanding at June 30, 2022
Granted
Vested and settled
Forfeited and cancelled
Outstanding at June 30, 2023
Number of Shares
304,221
72,566
(109,676)
(73,362)
193,749
$
$
$
$
$
Weighted Average
Grant date
Fair Value
6.06
3.44
3.77
6.80
6.09
Weighted
Average
Remaining
Contract
Term
(# years)
0.98
Activity in RSUs during the year ended June 30, 2022 and related balances outstanding as of that date are reflected below:
Outstanding at June 30, 2021
Granted
Vested/Settled
Forfeited and cancelled
Outstanding at June 30, 2022
Number of Shares
131,652
250,786
(9,156)
(69,061)
304,221
$
$
$
$
$
Weighted Average
Grant date Fair
Value
Weighted Average
Remaining Contract
Term
(# years)
9.25
4.82
11.56
6.93
6.06
1.82
F-16
Employee Stock Purchase Plan
On March 6, 2023, the Company’s Board of Directors approved the 2023 Employee Stock Purchase Plan (the “2023 ESPP”).which subsequently was approved by the
Company’s stockholders on April 20, 2023. The 2023 ESPP enables eligible employees of the Company and certain of its subsidiaries (a “Participating Subsidiary”) to use
payroll deductions to purchase shares of the Company’s Common Stock and acquire an ownership interest in the Company. The maximum aggregate number of shares of the
Company’s Common Stock that have been reserved as authorized for the grant of options under the 2023 ESPP is 350,000 shares, subject to adjustment as provided for in the
2023 ESPP. Participation in the 2023 ESPP is voluntary and is limited to eligible employees (as such term is defined in the 2023 ESPP) of the Company or a Participating
Subsidiary who (i) has been employed by the Company or a Participating Subsidiary for at least 90 days and (ii) is customarily employed for at least twenty (20) hours per
week and more than five (5) months in any calendar year. Each eligible employee may authorize payroll deductions of 1-15% of the eligible employee’s compensation on each
pay day to be used to purchase up to 1,500 shares of Common Stock for the employee’s account occurring during an offering period. The 2023 ESPP has a term of ten (10)
years commencing on April 20, 2023, the date of approval by the Company’s stockholders, unless otherwise earlier terminated.
There was no stock purchased under the 2023 ESPP during Fiscal 2023.
Stock-based Compensation
Stock-based compensation expense for the fiscal years ended June 30, 2023 and 2022 represents the estimated fair value of stock options and RSUs at the time of grant
amortized under the straight-line method over the expected vesting period and reduced for estimated forfeitures of options and RSUs. Forfeitures are estimated at the time of
grant and revised, if necessary, in subsequent periods if actual forfeitures differ from original estimates. At June 30, 2023, the aggregate intrinsic value of the outstanding
options and the exercisable options were approximately $506,000 and $0, respectively.
The following table summarizes stock-based compensation expense for employee and non-employee option and RSU grants:
Research and development
Selling and administrative
Total stock-based compensation expense
Year Ended June 30,
2023
2022
$
$
173,000
625,000
798,000
$
$
144,000
567,000
711,000
The Company uses the Black-Scholes valuation model to calculate the fair value of stock options. The fair value of stock options was measured at the grant date using
the assumptions (annualized percentages) in the table below:
Expected volatility
Risk free interest rate
Forfeiture rate
Dividend yield
Expected term (years)
2023
Year Ended June 30,
2022(1)
90.12%
4.21%
20%
0%
6.25
-
-
-
-
-
(1) No stock options were granted during the year ended June 30, 2022.
At June 30, 2023, the unamortized stock-based compensation expense relating to outstanding stock options and RSUs was approximately $876,000 and $474,000,
respectively, and these amounts are expected to be expensed over the weighted-average remaining recognition period of 3.34 years and 0.98 years, respectively.
NOTE 10 - INCOME TAXES
Pursuant to the provisions of FASB ASC Topic No. 740 Income Taxes (“ASC 740”), deferred income taxes reflect the net effect of (a) temporary difference between
carrying amounts of assets and liabilities for financial purposes and the amounts used for income tax reporting purposes, and (b) net operating loss and tax credit carryforwards.
A valuation allowance of approximately $23,923,000 and $22,951,000 has been established to offset the net deferred tax assets as of June 30, 2023 and 2022, respectively, due
to uncertainties surrounding the Company’s ability to generate future taxable income to realize these assets.
The Company is subject to taxation in the United States, California and Georgia. The Company’s tax years for 2010 and forward are subject to examination by the
United States and state taxing authorities due to the carry forward of unutilized net operating losses and research and development credits (if any).
F-17
The Company has incurred losses since inception. A current state income tax provision of $2,000 has been recorded for state minimum and net worth taxes. Significant
components of the Company’s net deferred tax assets are shown in the table below.
Deferred Tax Assets:
Net operating loss carryforwards
Research & development credit carryforward
Capitalized research and development expenses
Stock compensation
Lease liability
Other, net
Gross deferred tax assets
Less Valuation allowance
Total deferred tax assets
Deferred Tax Liabilities:
Right of use asset
Total deferred tax liabilities
Net deferred tax liabilities
Year Ended June 30,
2023
2022
$
20,673,000
27,000
1,405,000
971,000
736,000
776,000
24,588,000
(23,923,000)
665,000
(665,000)
(665,000)
-
$
20,654,000
27,000
-
1,636,000
802,000
559,000
23,678,000
(22,951,000)
727,000
(727,000)
(727,000)
-
$
$
At June 30, 2023, the Company had unused net operating loss (“NOL”) carryovers of approximately $72,677,000 and $77,993,000 that are available to offset future
federal and state taxable income, respectively. Federal NOL carryforwards arising after 2017 of approximately $50,269,000 do not expire. Federal NOL carryforwards arising
before 2018 of approximately $22,408,000 and all of the state NOL carryforward begin to expire in 2030.
The provision for income taxes on earnings subject to income taxes differs from the statutory federal rate at June 30, 2023 and 2022, due to the following:
Federal income taxes at 21%
State income taxes, net
Permanent differences and other
Other true ups, if any
Change in valuation allowance
Provision for income taxes
Year Ended June 30,
2023
2022
$
$
(1,415,000)
(422,000)
152,000
715,000
972,000
2,000
$
$
(3,278,000)
(1,090,000)
102,000
154,000
4,112,000
-
Internal Revenue Code Sections 382 limits the use of our net operating loss carryforwards if there has been a cumulative change in ownership of more than 50%
within a three-year period. The Company has not yet completed a Section 382 net operating loss analysis. If such analysis determines there is a limitation on the use on net
operating loss carryforwards to offset future taxable income, the recorded deferred tax asset relating to such net operating loss carryforwards will be reduced. However, as the
Company has recorded a full valuation allowance against its net deferred tax assets, there is no impact on the Company’s consolidated financial statements as of June 30, 2023
and 2022.
Under ASC 740, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be
sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained.
Additionally, ASC 740 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.
F-18
In accordance with ASC 740, there are no unrecognized tax benefits as of June 30, 2023 or June 30, 2022.
The Tax Cuts and Jobs Act resulted in significant changes to the treatment of research or experimental (“R&E”) expenditures under Section 174. For tax years
beginning after December 31, 2021, taxpayers are required to capitalize and amortize all R&E expenditures that are paid or incurred in connection with their trade or business
which represent costs in the experimental or laboratory sense. Specifically, costs for U.S. based R&E activities must be amortized over five years and costs for foreign R&E
activities must be amortized over 15 years; both using a half year convention. The Company has incorporated the impact of this new tax legislation into its financial statements
as of June 30, 2023 and established a $1.4 million deferred tax asset for the remaining amortizable tax basis in its R&E costs in the table of net deferred tax assets above. The
impact on the Company’s financial statements was immaterial given the full valuation allowance against the Company’s U.S. net deferred tax assets.
NOTE 11 - CONCENTRATIONS
Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and unsecured trade accounts receivable. The
Company maintains cash balances in non-interest-bearing bank deposit accounts at a California commercial bank. The Company’s cash balance at this institution is secured by
the Federal Deposit Insurance Corporation up to $250,000. As of June 30, 2023 and 2022, cash was approximately $2.4 million and $485,000, respectively.
On March 10, 2023, the Federal Deposit Insurance Corporation (the “FDIC”) issued a press release stating that Silicon Valley Bank (“SVB”) was closed by the
California Department of Financial Protection and Innovation, which appointed the FDIC as receiver. In a joint statement issued by the Department of the Treasury, Board of
Governors of the Federal Reserve System and Federal Deposit Insurance Corporation on March 12, 2023, the Department of Treasury took actions to enable the FDIC to
complete its resolution of SVB in a manner that fully protects all depositors. According to the joint statement (the “Statement”), depositors will have access to all of their
money starting Monday, March 13, 2023. On March 13, 2023, Silicon Valley Bridge Bank, N.A., the new entity formed by the FDIC announced appointment of a new CEO,
who provided assurance of immediate restoration of full banking services. On March 27, 2023, First Citizens BancShares, Inc. announced that it has entered into an agreement
with the FDIC to purchase all of the assets and liabilities of Silicon Valley Bridge Bank, N.A.
The Company has not experienced any losses in such accounts. Management believes that the Company is not exposed to any significant credit risk with respect to its
cash.
Customer Concentrations
During the year ended June 30, 2023, the Company had two (2) major customers that each represented more than 10% of its revenues, on an individual basis, and
together represented approximately $38,035,000 or 57% of its total revenues.
During the year ended June 30, 2022, the Company had four (4) major customers that each represented more than 10% of its revenues, on an individual basis, and
together represented approximately $29,254,000 or 69% of its total revenues.
Suppliers/Vendor Concentrations
The Company obtains a limited number of components and supplies included in its products from a small group of suppliers. During the year ended June 30, 2023 the
Company had one (1) supplier who accounted for more than 10% of its total purchases which represented approximately $17,022,000 or 31% of its total purchases.
During the year ended June 30, 2022 the Company had one (1) supplier who accounted for more than 10% of its total purchases which represented approximately
$13,884,000 or 28% of its total purchases.
F-19
NOTE 12 - COMMITMENTS AND CONTINGENCIES
From time to time, the Company may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is
subject to inherent uncertainties and an adverse result in any legal proceedings that may arise from time to time may harm the Company’s business. The Company is not aware
of any material legal proceedings currently pending or expected against the Company.
Operating Leases
On April 25, 2019 the Company signed a Standard Industrial/Commercial Multi-Tenant Lease (“Lease”) with Accutek to rent approximately 45,600 square feet of
industrial space at 2685 S. Melrose Drive, Vista, California. The Lease has an initial term of seven years and four months and commenced on or about June 28, 2019. The lease
contains an option to extend the term for two periods of 24 months each, and the right of first refusal to lease an additional approximate 15,300 square feet. The monthly rental
rate was $42,400 for the first 12 months, escalating at 3% each year.
On February 26, 2020, the Company entered into the First Amendment to Standard Industrial/Commercial Multi-Tenant Lease dated April 25, 2019 (the
“Amendment”) with Accutek to rent an additional 16,309 rentable square feet of space plus a residential unit of approximately 1,230 rentable square feet (for a total of
approximately 17,539 rentable square feet). The lease for the additional space commenced 30 days following the occupancy date of the additional space and will terminate
concurrently with the term of the original lease, which expires on November 20, 2026. The base rent for the additional space is the same rate as the space rented under the terms
of the original lease, $0.93 per rentable square (subject to 3% annual increase). In connection with the Amendment, the Company purchased certain existing office furniture for
a total purchase price of $8,300.
On December 16, 2022 the Company signed a Lease Agreement with MM Parker Court Associates, LLC to rent approximately 4,892 square feet of office space at
Building 1959 Parker Court, Suite E, Atlanta, Georgia. The Lease has an initial term of five years and three months and commenced on or about February 1, 2023. The monthly
rental rate was approximately $2,300 for the first 6 months, and $4,700 for months 7 to 12, escalating at 5% each year.
Total rent expense was approximately $899,000 and $867,000 for the fiscal years ended June 30, 2023 and 2022, respectively.
Financed Leases
The Company leased entered several financed leases during the year ended June 30, 2023 as follows:
Lease Date
9/2/2022
10/17/2022
1/24/2023
3/2/2023
Property Leased
Vehicle
Manufacturing equipment
Manufacturing equipment
Manufacturing equipment
(1) Excludes sales tax and other fees.
Lease Term
(months)
Commencement
Date
Monthly Lease
Payment(1)
60
36
36
36
9/10/2022
10/17/2022
1/24/2023
3/2/2023
$
$
$
$
1,100
5,500
6,700
1,000
Lease costs are amortized on a straight-line basis over their respective lease terms. Depreciation expense related to leased assets was approximately $86,000 for the
year ended June 30, 2023. Interest expense on leased liabilities was approximately $23,000 for the year ended June 30, 2023. The Company had no financed leases during the
year ended June 30, 2022.
The Future Minimum Lease Payments as of June 30, 2023 are as follows:
Year Ending June 30,
2024
2025
2026
2027
2028
Total Future Minimum Lease Payments
Less: discount
Total lease liability
Operating
Leases
Finance
Leases
$
$
$
854,000
883,000
910,000
433,000
64,000
3,144,000
(445,000)
2,699,000
$
173,000
173,000
85,000
15,000
21,000
467,000
(51,000)
416,000
F-20
NOTE 13 - SUBSEQUENT EVENTS
Gibraltar Credit Facility
On July 28, 2023, we entered into a certain Loan and Security Agreement (the “Agreement”) with Gibraltar Business Capital, LLC, a Delaware limited liability
company (“GBC”). The Agreement provides us with a senior secured revolving loan facility (the “GBC Credit Facility”) for up to $15 million (the “Revolving Loan
Commitment”). The revolving amount available under the GBC Credit Facility is equal to the lesser of the Revolving Loan Commitment and the borrowing base amount (as
defined in the Agreement). The GBC Credit Facility is evidenced by a revolving note, which matures on July 28, 2025 (the “Maturity Date”), unless extended, modified or
renewed (the “Revolving Note”). Provided that there is no event of default, the Maturity Date can automatically be extended for one (1) year period upon payment of a renewal
fee for each such extension in the amount of three-quarters of one percent (0.75%) of the Revolving Loan Commitment, which fee will be due and payable on or before the
applicable Maturity Date. In addition, subject to conditions and terms set forth in the Agreement, the we may request an increase in the Revolving Loan Commitment from time
to time upon not less than 30 days’ notice to GBC which increase may be made at the sole discretion of GBC, as long as: (a) the requested increase is in a minimum amount of
$1.0 million, and (b) the total increases do not exceed $5.0 million and no more than five (5) increases are made. Outstanding principal under the GBC Credit Facility accrues
interest at Secured Overnight Financing Rate (“SOFR”, as defined in the Agreement) plus five and one half of one percent (5.50%) per annum with such interest payment is due
monthly on the last day of the month. In the event of default, the amounts due under the Agreement bears interest at a rate per annum equal to three percent (3.0%) above the
rate that is otherwise applicable to such amounts. We paid GBC a non-refundable closing fee for the GBC Credit Facility of $112,500 upon the execution of the Agreement. In
addition, the Company is required to pay a monthly unused line fee equal to one-half of one percent (0.50%) per annum on the difference between the Revolving Loan
Commitment and the average outstanding principal balance of the revolving loan(s) for such month. The obligations under the GBC Credit Facility may be prepaid in whole or
in part at any time upon an exit fee of (a) two percent (2.00%) of the Revolving Loan Commitment if the obligations are paid in full during the first year after the closing date,
or (b) one percent (1.00%) of the Revolving Loan Commitment if the obligations are paid in full one year after the closing date, provided, that, the exit fee will be waived if
such prepayment occurs in connection with the refinancing of the obligations with Bank of America, N.A., as lender.
The Agreement contains customary representations and warranties, events of default, negative and affirmative covenants and financial covenants including
maintaining minimum tangible net worth, and certain limitations on dispositions of assets. The Agreement also contains usual and customary events of default (with customary
grace periods, as applicable) and provides that, upon the occurrence of an event of default, payment of all amounts payable under the GBC Credit Facility may be accelerated
and/or GBC’s commitment may be terminated by GBC without any action by GBC.
The loans and other obligations of the Company under the GBC Credit Facility are secured by substantially all of the tangible and intangible assets of the Company
(including, without limitation, intellectual property) pursuant to the terms of the Agreement and the Intellectual Property Security Agreement entered into by and among the
Company and GBC on July 28, 2023.
Termination of Silicon Valley Bank LOC
On July 28, 2023, the Company terminated the Loan and Security Agreement, by and among the Company and SVB, dated as of November 9, 2020, as amended, and
concurrent with the entry into the Loan and Security Agreement, by and among Gibraltar Business Capital and the Company, as noted above. The Company repaid the entire
outstanding principal balance of the SVB Credit Facility plus all accrued and unpaid interest and related fees through the date of termination with a portion of the funds from
the GBC Credit Facility on July 28, 2023.
F-21
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statements on Form S-3 (File No. 333-249521) and Forms S-8 (File Nos. 333-229644, and 333-267974) of
Flux Power Holdings, Inc. of our report dated September 21, 2023, relating to the consolidated financial statements, which appears on page F-1 of this annual report on Form
10-K for the year ended June 30, 2023.
Exhibit 23.1
/s/ BAKER TILLY US, LLP
San Diego, CA
September 21, 2023
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
EXHIBIT 31.1
I, Ronald F. Dutt, certify that:
1. I have reviewed this Annual Report on Form 10-K of Flux Power Holdings, Inc. (the “Registrant”);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results
of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-
15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material
information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles;
c. Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the period covered by the annual report that has
materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and
the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely
affect the Registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial
reporting.
Date: September 21, 2023
/s/ Ronald F. Dutt
By:
Name: Ronald F. Dutt
Title:
Chief Executive Officer
(Principal Executive Officer)
CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
EXHIBIT 31.2
I, Charles A. Scheiwe, certify that:
1. I have reviewed this Annual Report on Form 10-K of Flux Power Holdings, Inc. (the “Registrant”);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results
of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-
15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material
information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles;
c. Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the period covered by the annual report that has
materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and
the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely
affect the Registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial
reporting.
Date: September 21, 2023
/s/ Charles A. Scheiwe
By:
Name: Charles A. Scheiwe
Title:
Chief Financial Officer
(Principal Financial Officer)
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
EXHIBIT 32.1
In connection with the Annual Report of Flux Power Holdings, Inc. (the “Company”) on Form 10-K for the year ended June 30, 2023, as filed with the Securities and Exchange
Commission on the date hereof (the “Report”), the undersigned, in the capacities and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: September 21, 2023
/s/ Ronald F. Dutt
By:
Name: Ronald F. Dutt
Title:
Chief Executive Officer
(Principal Executive Officer)
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
EXHIBIT 32.2
In connection with the Annual Report of Flux Power Holdings, Inc. (the “Company”) on Form 10-K for the year ended June 30, 2023, as filed with the Securities and Exchange
Commission on the date hereof (the “Report”), the undersigned, in the capacities and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: September 21, 2023
/s/ Charles A. Scheiwe
By:
Name: Charles A. Scheiwe
Title:
Chief Financial Officer
(Principal Financial Officer)