Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

Committed Equity Facility

On May 15, 2026, Flux Power Holdings, Inc., a Nevada corporation (the "Company") entered into a common stock purchase agreement (the "Purchase Agreement") and a related registration rights agreement, dated as of May 15, 2026 (the "Registration Rights Agreement"), with Roth Principal Investments, LLC ("Roth Principal Investments"). Upon the terms and subject to the satisfaction of the conditions contained in the Purchase Agreement, the Company has the right, in the Company's sole discretion, to sell to Roth Principal Investments up to $40,000,000 of shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), subject to certain limitations contained in the Purchase Agreement (the "Commitment Amount"), from time to time during the term of the Purchase Agreement through one or more Market Open Purchases, Intraday Purchases, Pre-Market Purchases and Post-Market Purchases on any Purchase Date (each term as defined below). Sales of Common Stock pursuant to the Purchase Agreement, and the timing of any sales, are solely at the Company's option, and the Company is under no obligation to sell any securities to Roth Principal Investments under the Purchase Agreement.

In accordance with the Company's obligations under the Registration Rights Agreement, the Company has agreed to file a registration statement to register under the Securities Act of 1933, as amended (the "Securities Act"), the offer and resale by Roth Principal Investments of up to 38,461,538 shares of Common Stock (the "Purchase Shares") that the Company may, in the Company's sole discretion, elect to sell to Roth Principal Investments, from time to time from and after the Commencement Date (defined below) pursuant to the Purchase Agreement.

Upon the initial satisfaction of each of the conditions to Roth Principal Investments' purchase obligations set forth in the Purchase Agreement (the initial satisfaction of all of such conditions, the "Commencement"), none of which are within Roth Principal Investments' control, including that the registration statement shall have been declared effective by the SEC, the Company has the right, but not the obligation, from time to time at the Company's sole discretion for a period of up to 36 months (unless the Purchase Agreement is earlier terminated), beginning on the date on which the Commencement occurs (such date, the "Commencement Date" and such period, the "Commitment Period"), to direct Roth Principal Investments to purchase a specified number of shares of Common Stock (each, a "Market Open Purchase"), not to exceed the lesser of (such lesser number of shares, the "Market Open Purchase Maximum Amount"): (i) 2,000,000 shares of Common Stock and (ii) up to a certain percentage (not to exceed 25.0%), which the Company will specify in the applicable Market Open Purchase Notice (as defined below) for such Market Open Purchase (such specified percentage, the "Market Open Purchase Percentage"), of the total aggregate number (or volume) of shares of the Company's Common Stock traded on Nasdaq during the applicable Market Open Purchase Valuation Period (as defined below) for such Market Open Purchase (such specified number of shares to be purchased by Roth Principal Investments, adjusted as necessary to give effect to the applicable Market Open Purchase Maximum Amount as set forth in the Purchase Agreement, the "Market Open Purchase Share Amount"), by timely delivering written notice of such Market Open Purchase to Roth Principal Investments (each, a "Market Open Purchase Notice") after 7:30 a.m. and prior to 9:00 a.m., New York City time, on any trading day (each, a "Purchase Date"), so long as (a) the closing sale price of the Company's Common Stock on Nasdaq on the trading day immediately prior to such Purchase Date is not less than a threshold price of $0.50 (the "Threshold Price"), and (b) all shares of Common Stock subject to all prior Purchases effected by the Company under the Purchase Agreement on or before the trading day immediately preceding such Purchase Date have been timely received by Roth Principal Investments on the applicable Purchase Share Delivery Dates for such prior Purchases in accordance with the Purchase Agreement. Each notice provided by the Company to Roth Principal Investments relating to the sale of Purchase Shares is defined herein as a "Purchase Notice".