What the changes say
- Liquidity pressure intensified: cash fell to $0.3m, losses reached $7.4m, and management says funding won't cover next 12 months.
- Nasdaq compliance risk became explicit through minimum-bid-price and stockholders' equity requirements, with possible delisting.
- Backlog risk now emphasizes cancellations, customer approvals, delivery timing, and battery-cell/component sourcing.
- Restatement-related matters are substantially resolved, but reputation, stock price, and indemnification costs remain.
What changed since the prior 10-K
New
- NewRisks Related to Our Common Stock and Market
If we do not regain compliance with the Minimum Bid Price Requirement by the end of the Compliance Period or the Additional Compliance Period, if applicable, our common stock will be subject to delisting
Failure to regain Nasdaq’s minimum bid price or stockholders’ equity compliance could result in common-stock delisting.
- NewRisks Related to Our Common Stock and Market
We do not intend to pay dividends on shares of our common stock for the foreseeable future
The company expects to retain earnings and does not anticipate paying common-stock cash dividends in the foreseeable future.
Dropped
- DroppedRisks 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
Reworded
- 93% rewritten
Backlog may not be indicative of future operating results
Replaces broad backlog components and claims methodology with purchase orders and explicit delay, cancellation, sourcing, approval, manufacturing, testing, and delivery risks.
- 92% rewritten
For the fiscal years ended June 30, 2026 and 2025, we had net losses of $7.4 million and $6.7 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
Adds fiscal 2026 and 2025 net losses of $7.4 million and $6.7 million; cash fell to $0.3 million and funding now includes the Committed Equity Facility.
Was: 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
- 89% 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
Potential investigations and litigation-related exposure were removed; restatement matters are now substantially resolved, with reputation and stock-price damage emphasized.
- 78% rewritten
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
Makes customer deferrals and cancellations an existing as well as continuing effect, while removing detailed inflation, rates, unemployment, insolvency, and tax examples.
- 70% rewritten
Risk Factors Relating to Our Business
Replaces GBC Credit Facility funding with proceeds believed available under the Committed Equity Facility, while retaining a 12-month funding shortfall.
- 69% rewritten
We are subject to litigation and legal proceedings which could adversely affect our business, financial condition, results of operations or cash flows
Adds that the company has faced such complaints in the past; legal-cost, disruption, reputation, and stock-price risks remain.
- 64% rewritten
We are currently in default under the Revolving Note under the GBC Credit Facility, and such default could adversely affect our business, financial condition, results of operations or liquidity
The body still describes collateral securing the GBC facility and maturity extension to July 31, 2027; substantive change is minimal.
Was: 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
- 60% rewrittenRisks 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
Adds an initial $2.058 conversion price, subject to adjustments, while retaining voting dilution risk.
- 58% rewritten
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
- 50% rewrittenRisks Related to Our Common Stock and Market
The ownership of our stock is highly concentrated in one of our directors
- 47% rewritten
We will need to raise additional capital or financing to continue to execute and expand our business
- 45% rewritten
Our granted patents may not be enforceable, which may have a material adverse effect on our ability to prevent others from commercially exploiting products similar to ours
Was: 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
- 37% 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
All 31 risk factors
Headings as the filing states them, in filing order.
Other
- 01Risk Factors Relating to Our Business70% rewritten
- 02We are currently in default under the Revolving Note under the GBC Credit Facility, and such default could adversely affect our business, financial condition, results of operations or liquidity64% rewritten
- 03We will need to raise additional capital or financing to continue to execute and expand our business47% rewritten
- 04For the fiscal years ended June 30, 2026 and 2025, we had net losses of $7.4 million and $6.7 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 future92% rewritten
- 05The 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 results58% rewritten
- 06Economic 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 resources78% rewritten
- 07The 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 rules89% rewritten
- 08We are subject to litigation and legal proceedings which could adversely affect our business, financial condition, results of operations or cash flows69% rewritten
- 09Backlog may not be indicative of future operating results93% rewritten
- 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 products37% rewritten
- 11We do not have long-term contracts with our customers
- 12Real or perceived hazards associated with lithium-ion battery technology may affect demand for our products
- 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
- 14We may be subject to product liability claims
- 15Increases in costs, disruption of supply or shortage of raw materials, in particular lithium-ion phosphate cells, could harm our business
- 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
- 17Our business will be adversely affected if we are unable to protect our intellectual property rights from unauthorized use or infringement by third parties
- 18Our granted patents may not be enforceable, which may have a material adverse effect on our ability to prevent others from commercially exploiting products similar to ours45% rewritten
- 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
- 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 departures
- 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
- 22Compliance with changing regulations concerning corporate governance and public disclosure may result in additional expenses
- 23We may face significant costs relating to environmental regulations for the storage and shipment of our lithium-ion energy storage solutions
- 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
- 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
- 26If we do not regain compliance with the Minimum Bid Price Requirement by the end of the Compliance Period or the Additional Compliance Period, if applicable, our common stock will be subject to delistingNew
- 27The market price of our common stock could become volatile or our trading volume could become weak, either of which could lead to the price of our stock being depressed at a time when you may want to sell
- 28The ownership of our stock is highly concentrated in one of our directors50% rewritten
- 29We do not intend to pay dividends on shares of our common stock for the foreseeable futureNew
- 30Preferred Stock may be issued under our Articles of Incorporation, which may have superior rights to our common stock
- 31The 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 stock60% rewritten
Other Flux Power Holdings 10-Ks
- FY2025 10-K risk factors30 risks3 new4 dropped7 reworded
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.
Filed Sep 17, 2025
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.