Flux Power Holdings (FLUX) risk factors, FY2025 10-K

Flux Power Holdings's FY2025 10-K, filed Sep 17, 2025, lists 30 risk factors. Against the prior year's 31: 3 new, 4 dropped, 7 substantially reworded.

Open FLUX in Gloom →
Flux Power Holdings' chart, financials and news, free in your browser.Open FLUX in Gloom →
Risk factors listed
301 groups
New this year
3vs 31 last year
Dropped
4since the prior 10-K
Substantially reworded
7of those kept
Section length
11k wordsItem 1A

What the changes say

  • Flux Power faces ongoing tariff threats on lithium-ion battery cells imported from China.
  • Dilution and voting risks increased following a private placement of Series A Preferred Stock.
  • Customer concentration remains high, with three customers generating 73 percent of fiscal 2025 sales.

What changed since the prior 10-K

New

  • New

    The U.S. government is currently imposing increased tariffs on certain products imported into the U.S., which includes lithium-ion batteries and other component parts, which may have an adverse impact on our future operating results

    April 2025 U.S. tariff increases on Chinese lithium-ion battery cells and component parts could raise our costs and lower gross margins.

  • New

    We are subject to litigation and legal proceedings which could adversely affect our business, financial condition, results of operations or cash flows

    We face ongoing employment and legal proceedings that could cause significant defense costs and damage our reputation.

  • NewRisks Related to Our Common Stock and Market

    The issuance of shares of our Series A Preferred Stock would reduce the voting power and dilute the ownership of holders of our common stock, and may adversely affect the market price of our common stock

    Private placement of Prefunded Warrants for Series A Preferred Stock will dilute common stock voting power and add 8.0 percent annual cumulative cash dividends.

Dropped

  • Dropped

    As a result, we have determined to restate our audited consolidated financial statements for the fiscal years ended June 30, 2023 and 2022, including all related unaudited consolidated interim financial statements within the fiscal years ended June 30, 2024, 2023 and 2022

  • Dropped

    We, and certain of our current and former officers and directors, face litigation and legal proceedings which could adversely affect our business, financial condition, results of operations or cash flows

  • Dropped

    We are dependent on one supplier for our battery cells, and the inability of this supplier 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

    Restatement of financial statements due to internal control material weakness regarding fraud prevention.

  • Dropped

    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

Reworded

  • 87% rewrittenRisks Related to Our Common Stock and Market

    Preferred Stock may be issued under our Articles of Incorporation, which may have superior rights to our common stock

    Updated to reflect board authority under the Second Amended and Restated Articles of Incorporation to fix preferred stock rights without common holder vote.

  • 72% rewrittenRisks Related to Our Common Stock and Market

    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

    Heading misaligned in text; updated to emphasize Nasdaq Capital Market listing and minimum bid price compliance risks.

  • 62% rewritten

    For the fiscal years ended June 30, 2025 and 2024, we had net losses of $6.7 million and $8.3 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

    Updated net loss figures to $6.7 million for fiscal 2025 and $8.3 million for fiscal 2024, and referenced the GBC credit facility.

    Was: For the fiscal years ended June 30, 2024 and 2023, we had net losses of $8.3 million and $7.7 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

  • 55% rewrittenRisks Related to Our Common Stock and Market

    The ownership of our stock is highly concentrated in one of our directors

    Updated to specify Michael Johnson and Esenjay Investments LLC beneficially own over 25 percent of common stock on an as-converted basis.

    Was: The ownership of our stock is highly concentrated in our management

  • 48% rewritten

    The restatement of our previously issued financial statements has had a material adverse impact on us, including increased costs, loss of investor confidence, the increased possibility of legal or administrative proceedings and non-compliance with the Nasdaq listing rules

    Added expenses related to final class action litigation settlement against former CEO Ronald F. Dutt and former CFO Charles A.

  • 40% rewritten

    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 or are unable to recruit qualified replacements in the event of departures

    Retained senior management dependency risk without significant substantive text changes.

  • 27% rewritten

    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

    Updated customer concentration figures to show three customers accounted for 73 percent of sales for fiscal 2025.

All 30 risk factors

Headings as the filing states them, in filing order.

Other

  1. 01Risk Factors Relating to Our Business
  2. 02For the fiscal years ended June 30, 2025 and 2024, we had net losses of $6.7 million and $8.3 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 future62% rewritten
  3. 03The U.S. government is currently imposing increased tariffs on certain products imported into the U.S., which includes lithium-ion batteries and other component parts, which may have an adverse impact on our future operating resultsNew
  4. 04The restatement of our previously issued financial statements has had a material adverse impact on us, including increased costs, loss of investor confidence, the increased possibility of legal or administrative proceedings and non-compliance with the Nasdaq listing rules48% rewritten
  5. 05We are subject to litigation and legal proceedings which could adversely affect our business, financial condition, results of operations or cash flowsNew
  6. 06We will need to raise additional capital or financing to continue to execute and expand our business
  7. 07In 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
  8. 08Backlog may not be indicative of future operating results
  9. 09Economic 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
  10. 10We 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 products27% rewritten
  11. 11We do not have long-term contracts with our customers
  12. 12Real or perceived hazards associated with Lithium-ion battery technology may affect demand for our products
  13. 13Our 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
  14. 14We may be subject to product liability claims
  15. 15Increases in costs, disruption of supply or shortage of raw materials, in particular lithium-ion phosphate cells, could harm our business
  16. 16Our 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
  17. 17Our business will be adversely affected if we are unable to protect our intellectual property rights from unauthorized use or infringement by third parties
  18. 18Our 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
  19. 19We 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
  20. 20Our 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 or are unable to recruit qualified replacements in the event of departures40% rewritten
  21. 21If we are forced to implement workforce and other cost reductions, our staff resources will be stretched making our ability to comply with legal and regulatory requirements as a public company difficult
  22. 22Compliance with changing regulations concerning corporate governance and public disclosure may result in additional expenses
  23. 23We may face significant costs relating to environmental regulations for the storage and shipment of our lithium-ion energy storage solutions
  24. 24Natural 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
  25. 25Security 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

Risks Related to Our Common Stock and Market

  1. 26The 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
  2. 27The ownership of our stock is highly concentrated in one of our directors55% rewritten
  3. 28We 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 future72% rewritten
  4. 29Preferred Stock may be issued under our Articles of Incorporation, which may have superior rights to our common stock87% rewritten
  5. 30The issuance of shares of our Series A Preferred Stock would reduce the voting power and dilute the ownership of holders of our common stock, and may adversely affect the market price of our common stockNew

Other Flux Power Holdings 10-Ks

  • FY2026 10-K risk factors
    31 risks2 new1 dropped13 reworded

    Liquidity pressure intensified: cash fell to $0.3m, losses reached $7.4m, and management says funding won't cover next 12 months.

    Filed Aug 20, 2026

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.