S-1: Flux Power Registers 3.6M Shares for Resale

Sentiment:

Registration Statement (S-1) 20 October 2025 9:18 PM

📋All filings for Flux Power Holdings, INC

Flux Power Holdings, Inc. files an S-1 registration statement for the resale of up to 3,644,289 shares of common stock by selling stockholders, following a $5.0 million private placement and ongoing efforts to address financial and listing compliance.

Delay expectedExperienced delays in new orders for energy storage solutions due to corresponding deferrals of new forklift purchases by selected large customer fleets.These deferrals are attributed to lower capital spending, interest rate variability, and global tariff uncertainties.Some customers have revised their order terms to fiscal 2026, pushing revenue recognition to a later period.The Primary Offering Registration Statement (for a proposed $12 million public offering) has not yet been declared effective, partly due to a government shutdown, delaying a crucial capital raise intended to increase stockholders' equity.

Capital raiseCompleted a private placement on September 15, 2025, raising approximately $5.0 million in gross proceeds through the sale of Prefunded Warrants and Common Warrants. The Purchase Price was paid in cash or by cancellation of existing debt.Filed a Primary Offering Registration Statement on Form S-1 on October 2, 2025, for a proposed public offering of $12 million (or $13.8 million with the underwriters' option) of common stock or pre-funded warrants. The primary reason for this offering is to increase stockholders' equity to comply with Nasdaq listing requirements.The company explicitly states that its 'existing cash, additional funding which we believe is available under our GBC Credit Facility, funds from our private placement... and cash generated from our operations, will not be sufficient to meet our anticipated capital resources and to fund our planned operations for the next twelve months'. This indicates a clear need for further capital raising.The inability to use a Form S-3 registration statement due to past late filings will limit the company's ability to raise capital through sales of its securities in a timely and cost-efficient manner.

Summary

A registration statement has been filed for the resale of up to 3,644,289 shares of common stock by selling stockholders.
These shares consist of 2,429,523 shares issuable upon conversion of Series A Preferred Stock (from pre-funded warrants) and 1,214,766 shares issuable upon exercise of common warrants.
The warrants were acquired by selling stockholders in a private placement transaction on September 15, 2025, which generated approximately $5.0 million in gross proceeds.
The company will not receive any proceeds from the resale of these shares, but could receive approximately $2.1 million if all warrants are exercised for cash.
For the fiscal year ended June 30, 2025, revenues increased 9% to $66.4 million, and gross profit increased 26% to $21.7 million, with gross profit margin improving to 33% from 28% in fiscal 2024.
Net loss decreased by 20% to $6.7 million in fiscal 2025, down from $8.3 million in fiscal 2024.
Adjusted EBITDA significantly improved from a loss of $3.999 million in fiscal 2024 to a loss of $147,000 in fiscal 2025.
Cash flow from operating activities turned positive, reaching $610,000 in fiscal 2025, compared to a negative $4.798 million in fiscal 2024.
The company regained compliance with Nasdaq's Market Value of Listed Securities requirement ($35 million) on October 14, 2025, but still needs to address the Stockholders Equity Requirement ($2.5 million minimum).
A separate S-1 registration statement for a proposed $12 million public offering was filed on October 2, 2025, to increase stockholders' equity, but it is not yet effective.
The company settled a class action lawsuit for $1.75 million (company contributing $600,000) and a stockholder derivative action for $425,000 in attorney fees/service awards (company contributing $75,000).
Stockholders approved an increase in authorized preferred stock to 3,000,000 shares and the designation of 1,000,000 shares as Series A Convertible Preferred Stock.
Auditors have included an explanatory paragraph raising 'substantial doubt about our ability to continue as a going concern' due to recurring losses and insufficient capital for the next twelve months.
Material weaknesses in internal control over financial reporting were identified, leading to restatements of prior financial statements.
The company is dependent on a single supplier in China for battery cells, which poses risks related to tariffs and supply chain disruptions.

Sentiment

Score: 6

Explanation: The company shows strong operational improvements with increased revenue, gross profit, and a significantly reduced Adjusted EBITDA loss, along with positive cash flow from operations. The successful private placement and extension of the GBC credit facility provide some near-term liquidity and stability. However, the 'going concern' warning from auditors, the explicit statement that current capital is insufficient for the next 12 months, and the ongoing need to meet Nasdaq's Stockholders Equity Requirement (which requires a further capital raise) present substantial financial risks. The high customer and supplier concentration, coupled with tariff uncertainties, adds to the volatility. The operational positives are encouraging, but the financial foundation remains fragile, warranting a cautiously optimistic but still risky outlook.

Positives

Revenue increased 9% to $66.4 million in fiscal 2025, demonstrating growth in demand.
Gross profit increased 26% to $21.7 million in fiscal 2025, indicating improved profitability.
Gross profit margin improved to 33% in fiscal 2025 from 28% in fiscal 2024, reflecting manufacturing efficiencies and cost savings.
Net loss decreased 20% to $6.7 million in fiscal 2025, showing progress towards profitability.
Adjusted EBITDA significantly improved from a loss of $3.999 million in fiscal 2024 to a loss of $147,000 in fiscal 2025, nearing break-even on this metric.
Generated positive cash flow from operations of $610,000 in fiscal 2025, a notable improvement from a negative flow in the prior year.
Regained compliance with Nasdaq's Market Value of Listed Securities requirement on October 14, 2025.
Successfully completed a $5.0 million private placement, which included debt cancellation, providing capital and improving the balance sheet.
The GBC Credit Facility maturity date was automatically extended to July 31, 2027, providing longer-term financing stability.
Settled two significant legal proceedings (class action and derivative lawsuit), reducing legal overhang and associated risks.
Added a second Tier 1 OEM private label battery program, expanding market reach and partnerships.
Announced a new partnership for enhancing end-of-life lithium-ion battery recycling, demonstrating environmental commitment.
Improvements in sourcing and purchasing activity, including more secondary sources, lower costs, and controlled delivery times, are expected to continue improving gross margins.
Holds two issued U.S. patents and one pending patent on advanced lithium-ion technology, enhancing competitive advantage.

Negatives

The company has a history of losses and negative working capital, with an accumulated deficit of $106.4 million as of June 30, 2025.
Independent auditors have included an explanatory paragraph raising 'substantial doubt about our ability to continue as a going concern'.
Existing cash, available GBC credit, and private placement proceeds are explicitly stated as 'not sufficient' to fund planned operations for the next twelve months.
Identified material weaknesses in internal control over financial reporting, which led to restatements of previously issued financial statements and could adversely affect business and stock price.
Subject to ongoing employment-related litigation and potential future legal proceedings.
Highly dependent on a few customers for the majority of net revenues (73% in fiscal 2025 and 78% in fiscal 2024 from three major customers), posing significant concentration risk.
Does not have long-term contracts with customers, leading to revenue uncertainty.
Dependent on a single supplier in China for battery cells, creating supply chain vulnerability and exposure to tariff risks.
Experienced delays in new orders due to lower capital spending, interest rate variability, and global tariff uncertainties, with some orders deferred to fiscal 2026.
Currently ineligible to use a Form S-3 registration statement due to past late filings, limiting the ability to raise capital efficiently.
Stock ownership is highly concentrated in one director, Michael Johnson, who beneficially owns approximately 25.0% of outstanding common stock.
The issuance of Series A Preferred Stock and warrants could dilute the voting power and ownership of existing common stockholders and may adversely affect the market price of common stock.
A workforce reduction of approximately 15% was implemented to reduce the cash burn rate, indicating financial strain.

Risks

Ability to continue as a going concern is uncertain.
Failure to comply with the terms of the GBC Credit Facility could adversely affect business, financial condition, results of operations, or liquidity.
Expense, timing, and outcome of legal proceedings, including a pending federal securities class action, stockholder derivative lawsuit, and employment lawsuits, could adversely affect the company.
Inability to meet projected revenue targets due to delays in new orders caused by lower capital spending, interest rate variability, and global tariff uncertainties.
Failure to remediate material weaknesses in internal controls over financial reporting could lead to inaccurate or untimely financial reporting and adversely affect business and stock price.
Inability to continue to meet Nasdaq's continued listing standards, particularly the Stockholders Equity Requirement, could result in delisting and adverse effects on stock price and market liquidity.
Inability to secure sufficient additional funding to support current and proposed operations.
Challenges in managing working capital requirements efficiently.
Difficulty in obtaining raw materials and other supplies for products at existing or competitive prices and on a timely basis.
Inability to manage the expansion of business operations effectively.
Failure to maintain or increase market share in competitive markets.
Inability to grow revenue, increase gross profit margin, and become a profitable business.
Inability to fulfill backlog of open sales orders due to delays in key component parts and other potential manufacturing disruptions.
Failure to keep up with rapidly changing technologies and evolving industry standards.
Dependence on the growth in demand for products.
Competition from larger companies with far greater resources.
Inability to shift to new suppliers and incorporate new components without business disruption.
Challenges in obtaining and maintaining UL Listings and OEM approvals for energy storage solutions.
Inability to diversify product offerings and capture new market opportunities.
Difficulty in sourcing skilled labor, machinery, parts, and raw materials economically.
Inability to retain and/or successfully recruit key members of the senior management team.
Dependence on a few major customers for the majority of net revenues.
Impact of tariffs on the ability to cost-effectively source battery packs and materials.
Real or perceived hazards associated with Lithium-ion battery technology affecting product demand.
Quality problems, negative publicity, litigation, product recalls, and warranty claims could decrease revenues and harm brands.
Product liability claims could result in significant costs and liabilities.
Inability to protect intellectual property rights from unauthorized use or infringement.
Patent applications may not result in issued patents, affecting the ability to prevent commercial exploitation by others.
Significant costs relating to environmental regulations for storage and shipment of lithium-ion energy storage solutions.
Natural disasters, public health crises, political crises, and other catastrophic events could damage facilities or impact consumer spending.
Security breaches, loss of data, and other disruptions could compromise sensitive information or expose the company to liability.
The sale of shares by Selling Stockholders and future sales could depress the stock price and ability to raise funds.
Stock price volatility and lack of a sustained active, liquid, and orderly trading market.
High concentration of stock ownership in one director could delay or prevent a change in control.
The issuance of Series A Preferred Stock could reduce the voting power and dilute the ownership of common stockholders and adversely affect the market price.

Future Outlook

The company anticipates continued revenue growth driven by increasing demand for lithium-ion energy storage solutions in the material handling sector. The long-term strategy involves expanding product mix, sales and marketing efforts, customer support, and production efficiencies, with a focus on adaptable, reliable, and cost-effective solutions. Research and development will continue to be a priority, including efforts to support new chemistries. The near-term priority is to achieve profitability within capital constraints through supply chain improvements, gross margin expansion, and cost reductions. The company is actively seeking alternative sourcing arrangements for battery cells to mitigate tariff risks and plans to introduce new product designs that enhance margins and serviceability. Development of the SkyEMS energy management solution is underway to build a comprehensive energy ecosystem. The revolving credit facility is expected to remain available, and management is evaluating other capital sources to fund operations and growth, as current resources are deemed insufficient for the next twelve months.

Management Comments

We believe our mobile 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.
We believe that the increasing demand for lithium-ion energy storage solutions 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 filed three new patents on advanced technology related to lithium-ion energy storage solutions.
Our largest sector of penetration thus far has been the material handling sector which we believe is a multi-billion-dollar addressable market.
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.
Our near-term priority will be to achieve profitability within our capital constraints.
We are highly focused on expanding sales and marketing initiatives to secure new customer relationships and support continued migration to lithium of current customers.
We expect that the revolving credit facility will remain available subject to meeting certain lending criteria under the Loan Agreement.
Management is actively evaluating ways to mitigate potential impacts of tariffs.
At this time, neither the pause in shipments nor the modified terms have materially affected the Companys operations. However, further escalation of tariffs between the U.S. and China could have a material effect on our ability to cost-effectively source from our supplier in China.
We are closely monitoring the fluid nature of proposed tariffs and any impact they may have on our operations and will continue to monitor macroeconomic conditions and evaluate the financial and operational impact of ongoing trade policy shifts.
We remain focused on maintaining operational flexibility and adapting our supply chain to navigate these uncertainties and support long-term business performance.

Industry Context

The company operates within the advanced lithium-ion energy storage solutions market, serving industrial and commercial sectors like material handling and airport ground support equipment. This industry is experiencing increasing demand driven by the shift away from traditional lead-acid and propane-based solutions due to the higher performance, environmental benefits, and lower life cycle costs of lithium-ion technology. Lithium-ion battery prices have seen significant declines, making these solutions more cost-competitive. The global lift truck market is projected for substantial growth, with electric products gaining market share. While the market for lithium-ion solutions is growing, it is also becoming more competitive with the entry of larger companies. The industry faces uncertainties from U.S. government tariffs on imported lithium-ion batteries and components from China, which can impact costs and supply chains.

Comparison to Industry Standards

Lithium-ion batteries offer up to 50% longer run times compared to lead-acid batteries of comparable capacity.
Lithium-ion batteries can be recharged in as little as one hour, significantly faster than the eight hours required for lead-acid batteries (plus eight hours for cooling).
Lithium-ion batteries last up to five times longer in industrial equipment applications compared to lead-acid batteries (e.g., 500 cycles for lead-acid vs. up to 2,500 cycles for lithium-ion).
Lithium is approximately one-third the weight of lead-acid for comparable power ratings, allowing for optimized equipment design.
Lithium-ion energy storage solutions use 20-50% less energy than lead-acid, based on internal studies.
The company's UL Listing for its core products provides a significant competitive advantage and assurance of rigorous third-party safety and durability testing, which is crucial in the battery industry.
OEM approvals from major lift truck manufacturers such as Toyota Material Handling USA, Inc., Crown Equipment Corporation, and The Raymond Corporation, along with a second Tier 1 OEM private label battery program, demonstrate strong product acceptance and market penetration compared to competitors.
The company's proprietary Battery Management System (BMS) is agnostic to lithium-ion chemistry and cell manufacturer, offering flexibility to adapt to changes in advanced battery technology or customer preferences, a key competitive differentiator.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Chief Executive Officer and President, Director	Ronald F. Dutt	Krishna Vanka	2025-03-10	Mr. Dutt's retirement for personal reasons.
Chairman of the Board	Ronald F. Dutt	Dale T. Robinette	2025-03-10	Mr. Dutt's retirement; Board determined it was in the best interest of the company for the Chairman position to be held by a non-executive member.
Chief Operating Officer	Vice President of Operations (Jeffrey C. Mason)	Jeffrey C. Mason	2025-08-01	Promotion from Vice President of Operations.
Chief Financial Officer and Corporate Secretary		Kevin S. Royal	2024-03-04	Appointment to the role.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Authorized Shares Increase	Stockholders approved an increase in the aggregate number of authorized shares of preferred stock from 500,000 to 3,000,000, and authorized the Board to fix rights and preferences of preferred stock.	2025-08-29	Increases flexibility for future capital raises but could dilute common stockholders' voting power and rights if preferred stock with superior rights is issued.
Series A Preferred Stock Designation	Stockholders approved the designation of 1,000,000 shares of Preferred Stock as Series A Convertible Preferred Stock with specific rights, preferences, privileges, and restrictions.	2025-08-29	Establishes a new class of securities with superior rights to common stock regarding dividends and liquidation, and conversion rights that could dilute common stockholders.
Common Stock Reservation for Private Placement	Stockholders approved the reservation and issuance of common stock issuable upon conversion/exercise of private placement warrants, acknowledging it could exceed 20% of outstanding common stock prior to the private placement for Nasdaq Listing Rule 5635(d) compliance.	2025-08-29	Ensures compliance with Nasdaq rules for the private placement but signals potential significant dilution for existing common stockholders upon conversion/exercise.
Board Leadership Structure Change	The Chairman of the Board position was separated from the Chief Executive Officer role, with an independent director (Dale T. Robinette) appointed as Chairman.	2025-03-10	Enhances independent oversight of management and strengthens corporate governance by separating the leadership roles.
Corporate Governance Reforms (Derivative Settlement)	The company agreed to implement and maintain certain corporate governance reforms and enhancements as part of the settlement of a stockholder derivative action.	2025-07-11	Aims to improve internal controls and oversight, potentially reducing future litigation risk and enhancing investor confidence.
Clawback Policy Adoption	Adopted a Policy for the Recovery of Erroneously Awarded Compensation (Clawback Policy) for executive officers.	2023-10-02	Aligns executive compensation with financial reporting accuracy and provides a mechanism to recover incentive-based compensation in case of restatements, enhancing accountability.

Legal Proceedings

**Securities Class Action (Kassam v. Flux Power Holdings, Inc. et al.)**: A federal securities class action filed on November 1, 2024, alleging false and misleading statements between November 15, 2021, and February 14, 2025. The company entered into a settlement term sheet on July 11, 2025, to resolve the litigation for a $1.75 million escrowed fund, with liability insurers funding $1.15 million and the company contributing $600,000. The settlement is subject to court approval on October 23, 2025, and the company is not admitting liability.
**Stockholder Derivative Action (Pearl v. Dutt, et al.)**: A stockholder derivative complaint filed on January 7, 2025, against current and former officers and directors, alleging breach of fiduciary duties related to the Kassam class action. The parties reached an agreement on July 11, 2025, to resolve the complaint in exchange for corporate governance reforms and a $425,000 payment for plaintiffs' counsel fees and service award, with liability insurers funding $350,000. The settlement is subject to court approval on October 23, 2025, and defendants are not admitting liability.
**Employment Related Actions**: A class action complaint was filed on April 30, 2024, by a former employee for various wage and labor law violations (April 30, 2020, to present). A separate PAGA representative action was filed on July 5, 2024, by the same employee. Both proceedings are pending consolidation, and the company intends to move for dismissal of class claims, arbitration of individual claims, and a stay of PAGA claims. Additionally, a separate employment lawsuit filed on January 25, 2024, by a former CPM, LTD Inc. employee against CPM and Flux Power entities for harassment, retaliation, and wage violations was settled on April 28, 2025, and dismissed with prejudice on May 6, 2025.

Related Party Transactions

**Cleveland Capital, L.P.**: Entered into a Credit Facility Agreement (2023 Subordinated LOC) on November 2, 2023, providing a line of credit up to $2.0 million. Warrants to purchase 41,196 shares of common stock at $3.24/share were issued to Cleveland as consideration. The due date of the related Subordinated Unsecured Promissory Note was extended to September 30, 2025, on July 16, 2025. On September 15, 2025, Cleveland's subscription in the $5.0 million private placement fully satisfied its obligations under the Cleveland Note and Subordinated LOC, which were then terminated. Cleveland Capital Management L.L.C. beneficially owns 8.3% of the company's common stock.
**Private Placement Participants**: Krishna Vanka (CEO), Kevin Royal (CFO), Jeffrey Mason (COO), Dale Robinette (Director), Michael Johnson (Director), and Cleveland Capital, L.P. (a related party) participated in the $5.0 million private placement that closed on September 15, 2025.
**Michael Johnson**: A director of the company, Mr. Johnson is the sole director and beneficial owner of Esenjay Investments LLC, which beneficially owns approximately 24.6% of the company's outstanding common stock. Mr. Johnson beneficially owns approximately 25.0% of the company's outstanding common stock on an as-converted basis.

Stakeholder Impact

**Shareholders**: Face potential significant dilution from the resale of 3.6 million shares by selling stockholders and the proposed $12 million public offering. The 'going concern' warning and ongoing Nasdaq listing compliance issues (despite regaining one metric) pose risks to stock price and liquidity. The increase in authorized preferred stock and the designation of Series A Preferred Stock could diminish common stockholders' rights and voting power. The high concentration of ownership by one director could impact corporate control. No dividends are expected in the foreseeable future.
**Employees**: A workforce reduction of approximately 15% was implemented to reduce cash burn, impacting employee morale and job security. Ongoing employment-related lawsuits highlight potential issues with labor practices. New executive appointments (CEO, COO, CFO) may bring strategic shifts. Equity incentive plans and an Employee Stock Purchase Plan are in place to align employee interests with company performance.
**Customers**: May experience delays in new orders due to economic conditions and tariffs. However, new product offerings (G96, improved G80, SkyEMS) and UL Type EE certification aim to enhance product value, safety, and fleet management capabilities. A new recycling partnership demonstrates environmental responsibility. The company's dependence on a few major customers creates a concentration risk if any of these relationships are disrupted.
**Suppliers**: The company's dependence on a single battery cell supplier in China creates significant supply chain risk, exacerbated by U.S. tariffs. Efforts to diversify suppliers are underway to mitigate this risk.
**Creditors (e.g., Gibraltar Business Capital)**: The GBC Credit Facility maturity was extended to July 31, 2027, and waivers were obtained for past EBITDA covenant defaults, providing some stability. The satisfaction of subordinated debt to Cleveland Capital through the private placement improves the company's overall debt structure.

Next Steps

Selling stockholders may sell the registered 3,644,289 shares of common stock through public or private transactions.
The company will receive approximately $2.1 million if all warrants are exercised for cash, which will be used for working capital and general corporate purposes.
The company must continue to meet Nasdaq's continued listing requirements, with monitoring for one year, and specifically demonstrate compliance with the Stockholders Equity Requirement by October 31, 2025.
The Primary Offering Registration Statement for a proposed $12 million public offering needs to be declared effective to facilitate a capital raise to increase stockholders' equity.
Management plans to continue efforts to remediate identified material weaknesses in internal control over financial reporting.
Continue pursuing supply chain improvements, gross margin expansion initiatives, and cost reductions to achieve profitability.
Expand sales and marketing initiatives to secure new customer relationships and support the migration of current customers to lithium-ion solutions.
Pursue new markets that can leverage the company's technology and manufacturing capabilities.
Expand features of the SkyBMS telemetry solution and develop the SkyEMS energy management solution.
Expand manufacturing and service capacities to ensure customer satisfaction from increased deliveries and service.
Continue introducing new product designs focused on enhancing margins, increasing part commonality, and improving serviceability.
Actively assess options to diversify battery cell suppliers to mitigate supply chain risks.
A court hearing is scheduled for October 23, 2025, for preliminary approval of the Kassam class action and Pearl derivative action settlements.
The company intends to move to dismiss the employee's class action claims, compel individual claims to binding arbitration, and stay the PAGA claims in the employment-related litigation.

Key Dates

Date	Description
2020-04-30	Start of class period for employment lawsuit filed by a former employee.
2020-11-05	Board approved an annual cash bonus plan.
2020-11-09	Company entered into a Loan and Security Agreement with Silicon Valley Bank (SVB).
2021-02-12	Amended and Restated Employment Agreement with Mr. Dutt.
2021-04-29	Stockholders approved the 2021 Equity Incentive Plan.
2021-10-29	First Amendment to the Loan and Security Agreement with SVB.
2021-11-15	Start of class period for the Kassam securities class action litigation.
2022-05-11	Company entered into a Credit Facility Agreement (Subordinated LOC) with Cleveland, HPO, and other lenders.
2022-06-23	Second Amendment to the Loan and Security Agreement with SVB.
2022-11-07	Third Amendment to the Loan and Security Agreement with SVB.
2022-11-11	Original start of class period for Kassam securities class action complaint.
2022-12-15	Board of Directors elected to extend the Due Date of the 2022 Subordinated LOC to December 31, 2023.
2022-12-16	Company signed a Lease Agreement with MM Parker Court Associates, LLC for office space in Atlanta, Georgia.
2023-01-10	Fourth Amendment to the Loan and Security Agreement with SVB.
2023-02-01	Commencement date for the Atlanta office lease.
2023-03-06	Board of Directors approved the 2023 Employee Stock Purchase Plan (ESPP).
2023-04-20	Stockholders approved the 2023 ESPP.
2023-04-27	Fifth Amendment to the Loan and Security Agreement with SVB.
2023-07-28	Company entered into a Loan and Security Agreement with Gibraltar Business Capital (GBC); SVB Credit Facility repaid and terminated.
2023-10-20	Board approved an amended and restated annual cash bonus plan.
2023-11-02	Company entered into a Credit Facility Agreement (2023 Subordinated LOC) with Cleveland Capital, L.P. and First Amendment to Loan Agreement with GBC. Board adopted Clawback Policy.
2024-01-25	A former CPM, LTD Inc. employee filed a complaint against CPM, Flux Power, Inc., and Flux Power Holdings, Inc.
2024-02-01	Amendment No. 2 to Loan and Security Agreement (GBC) became effective.
2024-02-22	Company entered into an Employment Agreement with Mr. Kevin S. Royal.
2024-03-04	Mr. Kevin S. Royal was appointed Chief Financial Officer and Corporate Secretary.
2024-03-28	ESPP participants purchased 37,543 shares of common stock at $2.80 per share.
2024-04-18	Mark F. Leposky was elected to the Board. Non-employee directors were granted 17,057 RSUs, which fully vested on April 18, 2025.
2024-04-30	A former employee filed a class action complaint (Employment Proceeding).
2024-05-08	GBC issued a waiver for the company's anticipated failure to maintain the EBITDA covenant for the trailing three-month period ended April 30, 2024.
2024-05-31	Company entered into Amendment No. 3 to the Loan and Security Agreement with GBC.
2024-07-01	Company filed an answer to the Employment Proceeding complaint.
2024-07-05	The employee filed a representative action complaint under the Private Attorneys General Act (PAGA Proceeding).
2024-08-08	Company filed an answer to the PAGA Proceeding complaint.
2024-08-14	Amendment No. 3 to Loan and Security Agreement (GBC) effective.
2024-08-30	GBC agreed to waive the company's non-compliance related to financial restatements.
2024-09-30	Due date for the company's Annual Report on Form 10-K for the fiscal year ended June 30, 2024 (filed January 29, 2025).
2024-10-14	The employee elected to dismiss Insperity from the Employment Proceeding.
2024-10-22	The employee elected to dismiss Insperity from the PAGA Proceeding.
2024-11-01	Plaintiff Asfa Kassam filed a purported federal securities class action complaint.
2024-12-10	The company and the employee stipulated to the consolidation of the Employment Lawsuit and the PAGA Action.
2025-01-07	Plaintiff Ronald Pearl filed a purported stockholder derivative complaint.
2025-01-14	The court granted an unopposed motion to transfer the Kassam case to the Southern District of California.
2025-01-17	GBC issued a waiver for the company's non-compliance related to financial restatements and EBITDA minimum for certain financial periods.
2025-01-22	Company entered into Amendment No. 4 to the Loan and Security Agreement with GBC.
2025-01-29	The company's Annual Report on Form 10-K for the fiscal year ended June 30, 2024, was filed with the SEC.
2025-01-31	Nasdaq notified the company of non-compliance with the Stockholders Equity Requirement.
2025-02-14	End of class period for the Kassam securities class action litigation.
2025-02-19	The court granted an unopposed motion to transfer the Pearl derivative action to the Southern District of California.
2025-02-20	Brandon Paulson was appointed lead plaintiff for the putative class in the Kassam action.
2025-02-21	Nasdaq notified the company of non-compliance for not timely filing its Quarterly Report on Form 10-Q for the period ended December 31, 2024.
2025-03-01	First $25,000 payment for the GBC Amendment No. 4 fee.
2025-03-10	Mr. Dutt retired; Mr. Robinette appointed Chairman of the Board; Mr. Vanka appointed CEO and President.
2025-03-17	Company filed its plan with Nasdaq to regain compliance with the Stockholders Equity Requirement.
2025-03-20	The December Form 10-Q was filed, making the company current with its required periodic financial reports.
2025-03-27	Parties filed a joint motion to stay the derivative action pending the underlying class action.
2025-03-28	ESPP participants purchased 20,987 shares of common stock at $2.58 per share.
2025-03-31	Mr. Dutt's employment with the company ended. ESPP participants purchased 29,350 shares of common stock at $1.46 per share.
2025-04-01	Second $25,000 payment for the GBC Amendment No. 4 fee. The Court transferred the Pearl derivative action to Judge Ohta.
2025-04-21	Lead plaintiff filed an amended complaint in the Kassam class action.
2025-04-28	Parties entered into a written settlement agreement that resolved all asserted claims in the CPM employment lawsuit.
2025-05-01	The motion to stay the derivative action was granted.
2025-05-06	The plaintiff dismissed the CPM employment lawsuit with prejudice.
2025-05-12	Defendants filed motions to dismiss the amended Kassam complaint.
2025-05-28	Stockholders approved the 2025 Equity Incentive Plan. Non-executive directors were granted 50,000 RSUs, scheduled to vest in full on May 28, 2026.
2025-07-11	The company entered into a settlement term sheet to fully resolve the Kassam class action litigation and reached an agreement to resolve the Pearl derivative complaint.
2025-07-16	Company entered into a First Amendment to the Subordinated Unsecured Promissory Note with Cleveland and Amendment No. 5 to the Loan Agreement with GBC.
2025-07-18	Company entered into a Securities Purchase Agreement for an initial aggregate amount of approximately $2.9 million in Prefunded Warrants.
2025-07-31	Nasdaq issued a determination letter notifying the company of non-compliance with the Stockholders Equity Requirement. Cash balance was $1.1 million, with $6.7 million available under GBC Credit Facility.
2025-08-01	Jeffrey C. Mason was promoted from Vice President of Operations to Chief Operating Officer.
2025-08-07	Company submitted a hearing request to the Nasdaq Hearings Panel.
2025-08-13	Plaintiff filed an unopposed motion for preliminary approval of the derivative settlement.
2025-08-27	A definitive settlement agreement for the Kassam class action was executed.
2025-08-28	The definitive settlement agreement for the Kassam class action was filed with the Court.
2025-08-29	At a Special Meeting of Stockholders, proposals to increase authorized preferred stock, grant Board authority for preferences, designate Series A Preferred Stock, and reserve common stock for private placement warrants were approved.
2025-09-04	Company made its presentation to the Nasdaq Panel. Company entered into Amendment No. 6 to the Loan Agreement with GBC.
2025-09-10	The Second Amended and Restated Articles of Incorporation were filed with the Nevada Secretary of State, becoming effective.
2025-09-12	Order backlog was approximately $7.5 million.
2025-09-15	The Amended and Restated Purchase Agreement for the $5.0 million private placement closed. A Debt Satisfaction Agreement with Cleveland was entered. The Nasdaq Panel granted the company an exception for continued listing.
2025-09-16	The Nasdaq Panel determined to grant the company an exception to demonstrate compliance with the Stockholders Equity Requirement and granted the request for continued listing.
2025-09-26	Date for beneficial ownership calculation of principal stockholders and management.
2025-09-30	The due date under the Cleveland Note was changed to this date. Deadline for filing Form 10-K for the period ending June 30, 2025 (met).
2025-10-02	Company filed a registration statement on Form S-1 (Primary Offering Registration Statement) with the SEC relating to a proposed public offering of $12 million.
2025-10-14	Company received notification from Nasdaq that it had regained compliance with the Market Equity Requirement.
2025-10-17	The last reported sale price of common stock on The Nasdaq Capital Market was $5.37 per share.
2025-10-20	Date of this prospectus.
2025-10-23	Court hearing for preliminary approval of the Kassam class action settlement and the Pearl derivative settlement.
2025-10-31	Deadline to demonstrate compliance with the Stockholders Equity Requirement.
2026-11-20	End of the lease term for the corporate headquarters and production facility in Vista, California.
2027-07-31	Extended maturity date for the GBC Revolving Note and the Cleveland Note.
2028-04-30	End of the lease term for the east coast customer service facility in Atlanta, Georgia.
2028-06-30	Effective date for ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Topic 220).

Recommendation

hold

The company demonstrates encouraging operational improvements, including increased revenue, gross profit, and a significantly reduced Adjusted EBITDA loss, along with positive cash flow from operations. The successful private placement and extension of the GBC credit facility provide some near-term liquidity and stability. However, the 'going concern' warning from auditors, the explicit statement that current capital is insufficient for the next 12 months, and the ongoing need to meet Nasdaq's Stockholders Equity Requirement (which requires a further capital raise) present substantial financial risks. The high customer and supplier concentration, coupled with tariff uncertainties, adds to the volatility. A seasoned investor would likely hold to monitor the effectiveness of the planned capital raise and the remediation of internal control weaknesses, as well as the sustained improvement in profitability, before considering a stronger position. The operational positives are encouraging, but the financial foundation remains fragile.

Keywords

Lithium-ion batteries, Energy storage solutions, SEC filing, S-1, Private placement, Nasdaq listing, Financial results, Corporate governance, Risk factors, Supply chain, Tariffs, Intellectual property, Product development, Material handling, Airport ground support equipment, Financial performance, Going concern, Warrants, Preferred stock

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