Material Event (Form 8-K)

Item 8.01. Other Events.

On October 14, 2025, Flux Power Holdings, Inc. (the "Company") received a notification (the "Notification") from the Listing Qualifications Department (the "Staff") of The Nasdaq Stock Market ("Nasdaq") that it had regained compliance with Nasdaq's continued listing rules because it met the requirement to have market value of listed securities of at least $35 million (the "Market Equity Requirement"). Nasdaq requires that for continued listing on the Nasdaq Capital Market, the Company must continue to meet all the requirements set forth in Rule 5550(a) and at least one of the standards set forth in Rule 5550(b). The standards set forth in 5550(b) include (i) having a minimum of $2,500,000 in stockholders' equity (the "Stockholders' Equity Requirement"), (ii) (the "Market Equity Requirement"), or (iii) net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the three most recently completed fiscal years (the "Net Income Requirement"). The Notification also provided that, for a period of one year, the Staff of Nasdaq will monitor the Company's compliance with the continued listing requirements. If, during such one-year period, the Company fails to comply with Rule 5550(b), the Staff of Nasdaq will issue a delist determination letter and the Company will have an opportunity to request a new hearing.

As previously disclosed, on January 31, 2025, the Staff of Nasdaq notified the Company that it did not comply with the Stockholders' Equity Requirement. On March 17, 2025, the Company filed its plan with Nasdaq to regain compliance with the Stockholders' Equity Requirement, which included requesting an extension through July 30, 2025. On July 31, 2025, due to non-compliance with the Stockholders' Equity Requirement, the Staff informed the Company that trading of the Company's common stock would be suspended at the opening of business on August 11, 2025, unless the Company requested an appeal of the Staff's determination to a Nasdaq Hearings Panel (the "Panel"). The Company requested an appeal hearing with the Panel and the Panel determined to grant the Company an exception to demonstrate compliance with the Stockholders' Equity Requirement and granted the Company's request for continued listing, which extension was subject to, among other requirements, the Company demonstrating compliance with the Stockholder's Equity Requirement on or before October 31, 2025. However, as disclosed above, the Company was able to comply with the Market Equity Rule.