Material Event (Form 8-K)

Item 8.01. Other Events.

On March 31, 2026, Flux Power Holdings, Inc. (the "Company") determined that the Company failed to comply with the minimum EBITDA financial covenant for the trailing three-month period ended March 31, 2026 under the Loan and Security Agreement, dated as of July 28, 2023 (as amended to date, the "Loan Agreement"), by and between the Company and Gibraltar Business Capital, LLC ("GBC"), which resulted in an "Event of Default" under the Loan Agreement. The Company is working with GBC to negotiate an amendment to the Loan Agreement or otherwise obtain a waiver from GBC. GBC has allowed the Company to continue to have access to its line of credit under the Loan Agreement while negotiations continue, however, GBC can choose to limit this access at any time until the Company can successfully negotiate an amendment to the Loan Agreement or obtain a waiver from GBC. While the Company has in the past successfully renegotiated the terms of the Loan Agreement, and is optimistic about its ability to do so again, there can be no assurances that the Company will be able to negotiate an amendment to the Loan Agreement or obtain a waiver from GBC on terms favorable to the Company or at all. In addition, upon the occurrence of an Event of Default under the Loan Agreement, GBC may, at its option, declare its commitments to the Company terminated and all obligations of the Company under the Loan Agreement immediately due and payable, all without demand, notice or further action of any kind required on the part of GBC, and/or exercise other remedies available to it, which include, among other things, its rights as a secured party under the Loan Agreement. As of March 31, 2026, the outstanding balance under the Loan Agreement was approximately $6.5 million.

Forward-Looking Statements

This Current Report on Form 8-K contains "forward-looking statements" relating to the Company's business, that are often identified using "believes", "expects", or similar expressions. Forward-looking statements involve several estimates, assumptions, risks, and other uncertainties that may cause actual results to be materially different from those anticipated, believed, estimated, expected, etc. Accordingly, statements are not guarantees of future results. Some of the factors that could cause the Company's actual results to differ materially from those projected in any such forward-looking statements include, but are not limited to, risks and uncertainties related to the Company's ability to negotiate an amendment to the Loan Agreement or obtain a waiver from GBC and the Company's continued access to its line of credit under the Loan Agreement. Actual results could differ from those projected due to numerous factors and uncertainties. Although the Company believes that the expectations, opinions, projections, and comments reflected in these forward-looking statements are reasonable, the Company can give no assurance that such statements will prove to be correct, and that the Company's actual results of ‎operations, financial condition and performance will not differ materially from the ‎results of operations, financial condition and performance reflected or implied by these forward-‎looking statements. Undue reliance should not be placed on the forward-looking statements and investors should refer to the risk factors outlined in the "Risk Factors" section of the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2025 and the Company's subsequent filings with the Securities and Exchange Commission. These forward-looking statements are made as of the date hereof, and the Company assumes no obligation to update these statements or the reasons why actual results could differ from those projected, except as required by law.