☒
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|
Nevada
|
|
86-0931332
|
(State or other jurisdiction of
|
|
(I.R.S. Employer
|
incorporation or organization)
|
|
Identification Number)
|
|
|
|
985 Poinsettia Avenue, Suite A, Vista, California
|
|
92081
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Large accelerated filer
|
☐
|
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
|
|
Smaller reporting company
|
☒
|
(Do not check if a smaller reporting company)
|
PART I
|
|
|
ITEM 1.
|
BUSINESS
|
4
|
ITEM 1A.
|
RISK FACTORS
|
12
|
ITEM 1B.
|
UNRESOLVED STAFF COMMENTS
|
19
|
ITEM 2.
|
PROPERTIES
|
19
|
ITEM 3.
|
LEGAL PROCEEDINGS
|
19
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
19
|
|
|
|
PART II
|
|
|
|
|
|
ITEM 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
20
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
22
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
|
23
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
|
29
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
29
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
|
29
|
ITEM 9A
|
CONTROLS AND PROCEDURES
|
29
|
ITEM 9B.
|
OTHER INFORMATION
|
30
|
|
|
|
PART III
|
|
|
|
|
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
30
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
33
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
|
35
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE
|
35
|
ITEM 14.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
37
|
|
|
|
PART IV
|
|
|
|
|
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
38
|
|
|
|
SIGNATURES
|
40
|
|
High
|
Low
|
Fiscal
year ended June 30, 2018
|
|
|
First
quarter
|
$
1.00
|
$
0.39
|
Second
quarter
|
$
0.63
|
$
0.14
|
Third
quarter
|
$
0.52
|
$
0.35
|
Fourth
quarter
|
$
3.35
|
$
0.44
|
|
|
|
Fiscal
year ended June 30, 2017
|
|
|
First
quarter
|
$
0.50
|
$
0.38
|
Second
quarter
|
$
0.42
|
$
0.15
|
Third
quarter
|
$
0.55
|
$
0.33
|
Fourth
quarter
|
$
0.50
|
$
0.24
|
|
(a)
|
(b)
|
(c)
|
|
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
|
Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in column a)
|
Equity compensation plans approved by security
holders
(1)
|
3,165,000
|
0.76
|
6,835,000
|
Equity compensation plans not approved by security
holders
(2)
|
379,000
|
1.43
|
-
|
|
|
|
|
Total
|
3,544,000
|
0.74
|
6,835,000
|
|
Fiscal 2018
|
Fiscal 2017
|
||
|
$
|
% of
Revenues
|
$
|
% of
Revenues
|
Revenues
|
$
4,118,000
|
100
%
|
$
902,000
|
100
%
|
Cost
of goods sold
|
4,913,000
|
119
%
|
1,622,000
|
180
%
|
Gross
loss
|
(795,000
)
|
-19
%
|
(720,000
)
|
-80
%
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
Selling
and administrative expenses
|
3,462,000
|
84
%
|
2,404,000
|
267
%
|
Research
and development
|
1,956,000
|
47
%
|
1,052,000
|
117
%
|
Total
operating expenses
|
5,418,000
|
132
%
|
3,456,000
|
384
%
|
|
|
|
|
|
Operating
loss
|
(6,213,000
)
|
-151
%
|
(4,176,000
)
|
-464
%
|
|
|
|
|
|
Other
income (expense):
|
|
|
|
|
Change
in fair value of derivative liabilities
|
-
|
0
%
|
14,000
|
2
%
|
Interest
expense, net
|
(752,000
)
|
-18
%
|
(273,000
)
|
-30
%
|
|
|
|
|
|
Net
loss
|
$
(6,965,000
)
|
-169
%
|
$
(4,435,000
)
|
-492
%
|
Name
|
|
Age
|
|
Position
|
Christopher
L. Anthony
|
|
42
|
|
Chairman
|
Ronald
F. Dutt
|
|
71
|
|
Director, Chief Executive Officer, President, Chief Financial
Officer, and Corporate Secretary
|
Jonathan
A. Berry
|
|
50
|
|
Chief Operating Officer
|
Michael
Johnson
|
|
70
|
|
Director
|
James
Gevarges
|
|
53
|
|
Director
|
Name and Principal Position
|
|
Year
|
Salary ($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
(1)
|
Non-Equity
Incentive Plan
Compensation
($)
|
All Other
Compensation
($)
|
Total
($)
|
|
|
|
|
|
|
|
|
|
|
Ronald F.
Dutt, Chief Executive
|
|
2018
|
$
170,000
|
$
-
|
$
-
|
$
677,538
|
$
-
|
$
-
|
$
847,538
|
Officer,
President, Chief Financial Officer, Director and Corporate
Secretary
|
|
2017
|
$
170,000
|
$
-
|
$
-
|
$
-
|
$
-
|
$
-
|
$
170,000
|
|
|
|
|
|
|
|
|
|
|
Jonathan Berry, Chief Operating
Officer
(2)
|
|
2018
|
$
145,000
|
$
-
|
$
-
|
$
541,741
|
$
-
|
$
-
|
686,741
|
|
Option Awards
(1)
|
Stock
Awards
|
|||||||||
Name
|
|
Award
Grant
Date
|
Number of
Securities
Underlying
Unexercised
Options
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
|
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Number of
Shares or
Units of
Stock That
Have Not
Vested
|
Market Value
of Shares or
Units of Stock
That Have Not
Vested
($)
|
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
|
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That Have
Not
Vested
($)
|
|
|
|
|
|
|
|
|
|
|
|
|
Ronald
Dutt
|
|
6/29/2018
|
-
|
500,000
|
500,000
|
1.44
|
6/29/2028
|
-
|
$
-
|
-
|
$
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10/26/2017
|
187,500
|
312,500
|
312,500
|
0.46
|
10/26/2027
|
-
|
$
-
|
-
|
$
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/22/2015
|
166,250
|
23,750
|
23,750
|
0.50
|
12/22/2025
|
-
|
$
-
|
-
|
$
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7/30/2013
|
175,000
|
-
|
-
|
1.0
|
7/29/2023
|
-
|
$
-
|
-
|
$
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Jonathan
Berry
|
|
6/29/2018
|
-
|
455,106
|
455,106
|
1.44
|
6/29/2028
|
-
|
$
-
|
-
|
$
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10/26/2017
|
84,375
|
140,625
|
140,625
|
0.46
|
10/26/2027
|
-
|
$
-
|
-
|
$
-
|
Name and Address of
Beneficial Owner
(1)
|
Shares
Beneficially
Owned
|
% of
Ownership
|
|
|
|
Officers and Directors
|
|
|
Michael Johnson,
Director
|
31,218,003
(2)
|
67.45
%
|
Ron Dutt, Chief
Executive Officer, President, Interim Chief Financial Officer and
Director
|
669,725
(3)
|
2.11
%
|
Jonathan A. Berry,
Chief Operating Officer
|
98,438
(4)
|
*
|
Christopher
Anthony, Director
|
926,882
(5)
|
2.98
%
|
James Gevarges,
Director
|
665,488
(6)
|
2.14
%
|
|
|
|
All Officers and Directors as a group (6 people)
|
47,169,241
|
71.19
%
|
|
|
|
5% Stockholders
|
|
|
Cleveland Capital,
L.P.
1250 Linda Street,
Suite 304
Rocky River, OH
44116
|
1,800,000
(7)
|
5.8
%
|
|
2018
|
2017
|
Audit fees
(1)
|
$
94,000
|
$
90,000
|
Audit related fees
(2)
|
-
|
-
|
Tax fees
(3)
|
-
|
-
|
All other fees
(4)
|
-
|
-
|
Total
|
$
94,000
|
$
90,000
|
Exhibit
No.
|
|
Description
|
|
Securities Exchange Agreement dated May 18,
2012. Incorporated by reference to Exhibit 2.1 on Form
8-K filed with the SEC on May 24, 2012.
|
|
|
Amendment No. 1 to the Securities Exchange Agreement dated June 13,
2012. Incorporated by reference to Exhibit 2.2 on Form 8-K filed
with the SEC on June 18, 2012.
|
|
|
Restated Articles of Incorporation. Incorporated by reference to
Exhibit 3.1 on Form 8-K filed with the SEC on February 19,
2015.
|
|
|
Amended and Restated Bylaws of Flux Power Holdings,
Inc. Incorporated by reference to Exhibit 3.1 on Form
8-K filed with the SEC on May 31, 2012.
|
|
|
Certificate of Amendment to Articles of Incorporation. Incorporated
by reference to Exhibit 3.1 on Form 8-K filed with the SEC on
August 18, 2017.
|
|
|
Esenjay Secondary Revolving Promissory Note for Operating
Capital dated October 1, 2011. Incorporated by reference to
Exhibit 10.1 on Form 8-K filed with the SEC on June 18,
2012.
|
|
|
Esenjay Bridge Loan Promissory Note dated March 7, 2012.
Incorporated by reference to Exhibit 10.2 on Form 8-K filed with
the SEC on June 18, 2012.
|
|
|
Flux Power Holdings, Inc. 2010 Stock Plan. Incorporated by
reference to Exhibit 10.5 on Form 8-K filed with the SEC on June
18, 2012.
|
|
|
Flux Power Holdings, Inc. 2010 Stock Plan: Form of Stock Option
Agreement. Incorporated by reference to Exhibit 10.6 on Form 8-K
filed with the SEC on June 18, 2012.
|
|
|
Form of Warrant. Incorporated by reference to Exhibit 4.1 on Form
8-K filed with the SEC on June 26, 2012.
|
|
|
Form of Securities Purchase Agreement. Incorporated by reference to
Exhibit 10.1 on Form 8-K filed with the SEC on June 26,
2012.
|
|
|
Form of Indemnification Agreement. Incorporated by reference to
Exhibit 10.12 on Form 8-K filed with the SEC on June 18,
2012.
|
|
|
Unrestricted and Open Line of Credit dated September 24, 2012.
Incorporated by reference to Exhibit 10.1 on Form 8-K filed with
the SEC on September 27, 2012.
|
|
|
Terms of Employment with Ronald F. Dutt. Incorporated by reference
to Exhibit 10.16 on Form 8-K filed with the SEC on December 13,
2012.
|
|
|
Agreement to Amend Unrestricted and Open Line of Credit.
Incorporated by reference to Exhibit 10.1 on Form 10-Q/A filed with
the SEC on May 13, 2013.
|
|
|
Second Amendment to the Secondary Revolving Promissory Note.
Incorporated by reference to Exhibit 10.1 on Form 8-K filed with
the SEC on October 22, 2013.
|
|
|
First Amendment to the Bridge Loan Promissory Note. Incorporated by
reference to Exhibit 10.2 on Form 8-K filed with the SEC on October
22, 2013.
|
|
First Amendment to the Unrestricted and Open Line of Credit.
Incorporated by reference to Exhibit 10.3 on Form 8-K filed with
the SEC on October 22, 2013.
|
|
|
Subscription Agreement Dated January 13, 2014. Incorporated by
reference to Exhibit 10.1 on Form 8-K filed with the SEC on January
15, 2014.
|
|
|
Warrant. Incorporated by reference to Exhibit 4.1 on Form 8-K filed
with the SEC on January 15, 2014.
|
|
|
Form of Unit Subscription. Incorporated by reference to Exhibit
10.18 on Form 10-Q filed with the SEC on February 14,
2014.
|
|
|
Loan Conversion Agreement. Incorporated by reference to Exhibit
10.1 on Form 8-K filed with the SEC on June 11, 2014.
|
|
|
Form of Unit Subscription. Incorporated by reference to Exhibit
10.22 on Form 10-K filed with the SEC on October 7,
2014.
|
|
|
2014 Equity Incentive Plan. Incorporated by reference to Exhibit
10.23 on Form 10-Q filed with the SEC on May 15, 2015.
|
|
|
Amendment to the Flux Power Holdings Inc. 2014 Equity Incentive
Plan. *
|
|
|
Credit Facility Agreement. Incorporated by reference to Exhibit
10.01 on Form 8-K filed with the SEC on October 8,
2014
|
|
|
Loan Conversion Agreement. Incorporated by reference to Exhibit
10.1 on Form 8-K filed with the SEC on September 9,
2015.
|
|
|
Amendment to Loan Conversion Agreement by reference to Exhibit 10.2
on Form 8-K/A filed with the SEC on October 7, 2015.
|
|
|
Amendment No. 2 to the Loan Conversion Agreement by reference to
Exhibit 10.1 on Form 8-K filed with the SEC on November 16,
2015.
|
|
|
Second Amendment to the Unrestricted and Open Line of Credit by
reference to Exhibit 10.1 on Form 8-K filed with the SEC on January
5, 2016.
|
|
|
Third Amendment to the Unrestricted and Open Line of Credit by
reference to Exhibit 10.1 on Form 8-K filed with the SEC on March
31, 2016.
|
|
|
Subscription Agreement by reference to Exhibit 10.1 on Form 8-K
filed with the SEC on May 9, 2016
|
|
|
Fourth Amendment to the Unrestricted and Open Line of Credit by
reference to Exhibit 10.1 on Form 8-K filed with the SEC on August
2, 2016.
|
|
|
Subscription Agreement by reference to Exhibit 10.1 on Form 8-K
filed with the SEC on August 19, 2016
|
|
|
Fifth Amendment to the Unrestricted and Open Line of Credit by
reference to Exhibit 10.1 on Form 8-K filed with the SEC on April
24, 2017.
|
|
|
Convertible Promissory Note dated April 27, 2017. Incorporate by
reference to Exhibit 10.2 on Form 10-Q filed with the SEC on May
15, 2017.
|
|
|
Sixth Amendment to the Unrestricted and Open Line of Credit by
reference to Exhibit 10.1 on Form 8-K filed with the SEC on July 3,
2017.
|
|
|
Subsidiaries. Incorporated by reference to Exhibit 21.1 on Form 8-K
filed with the SEC on June 18, 2012.
|
|
31.1
|
|
Certifications
of the Chief Executive Officer under Section 302 of the
Sarbanes-Oxley Act.*
|
31.2
|
|
Certifications
of the Chief Financial Officer under Section 302 of the
Sarbanes-Oxley Act.*
|
32.1
|
|
Certifications
of the Chief Executive Officer under Section 906 of the
Sarbanes-Oxley Act.*
|
32.2
|
|
Certifications
of the Chief Financial Officer under Section 906 of the
Sarbanes-Oxley Act.*
|
101.INS
|
|
XBRL
Instance Document
(*)
|
101.SCH
|
|
XBRL
Taxonomy Extension Schema
(*)
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase
(*)
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase
(*)
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase
(*)
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
(*)
|
|
Flux Power Holdings, Inc.
|
|
|
|
|
Dated: September 26, 2018
|
By:
|
/s/ Ronald F. Dutt
|
|
|
Ronald F. Dutt
|
|
|
Chief Executive Officer and
Chief Financial Officer
(Principal Executive Officer and
Principal Financial and
Principal Accounting Officer)
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Christopher Anthony
|
|
Chairman of the Board
|
|
September 26, 2018
|
Christopher Anthony
|
|
|
|
|
|
|
|
|
|
/s/ Ronald F. Dutt
|
|
Director, Chief Executive Officer,
|
|
September 26, 2018
|
Ronald F. Dutt
|
|
President and Chief Financial Officer
(Principal Executive Officer and
Principal Financial and
Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/ Michael Johnson
|
|
Director
|
|
September 26, 2018
|
Michael Johnson
|
|
|
|
|
/s/ James Gevarges
|
|
Director
|
|
September 26, 2018
|
James Gevarges
|
|
|
|
|
FLUX POWER HOLDINGS, INC.
|
CONSOLIDATED BALANCE SHEETS
|
The accompanying notes are an integral part of these consolidated
financial statements.
|
FLUX POWER HOLDINGS, INC.
|
CONSOLIDATED STATEMENTS OF OPERATIONS
|
|
Years ended June 30,
|
|
|
2018
|
2017
|
Net
revenue
|
$
4,118,000
|
$
902,000
|
Cost
of sales
|
4,913,000
|
1,622,000
|
|
|
|
Gross
loss
|
(795,000
)
|
(720,000
)
|
|
|
|
Operating
expenses:
|
|
|
Selling
and administrative expenses
|
3,462,000
|
2,404,000
|
Research
and development
|
1,956,000
|
1,052,000
|
Total
operating expenses
|
5,418,000
|
3,456,000
|
|
|
|
Operating
loss
|
(6,213,000
)
|
(4,176,000
)
|
|
|
|
Other
income (expense):
|
|
|
Change
in fair value of derivative liabilities
|
-
|
14,000
|
Interest
expense
|
(752,000
)
|
(273,000
)
|
|
|
|
Net
loss
|
$
(6,965,000
)
|
$
(4,435,000
)
|
|
|
|
Net
loss per share - basic and diluted
|
$
(0.27
)
|
$
(0.18
)
|
|
|
|
Weighted
average number of common shares outstanding - basic and
diluted
|
25,394,262
|
24,544,605
|
The accompanying notes are an integral part of these consolidated
financial statements.
|
FLUX POWER HOLDING, INC.
|
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'
DEFICIT
|
For the Years Ended June 30, 2018 and 2017
|
|
Common Stock
|
|
|
|
|
|
Shares
|
Capital Stock Amount
|
Additional Paid-in Capital
|
Accumulated Deficit
|
Total
|
Balance at June 30, 2016
|
20,938,000
|
$
21,000
|
$
13,383,000
|
$
(15,262,000
)
|
$
(1,858,000
)
|
Issuance
of common stock – conversion of related party debt to
equity
|
1,000,000
|
1,000
|
399,000
|
-
|
400,000
|
Issuance
of common stock - services
|
46,000
|
-
|
19,000
|
-
|
19,000
|
Issuance
of common stock - private placement transactions, net
|
2,938,000
|
3,000
|
1,072,000
|
-
|
1,075,000
|
Deferred
financing costs related to debt modification
|
163,000
|
-
|
10,000
|
-
|
10,000
|
Stock
based compensation
|
-
|
-
|
40,000
|
-
|
40,000
|
Net
loss
|
-
|
-
|
-
|
(4,435,000
)
|
(4,435,000
)
|
|
|
|
|
|
|
Balance at June 30, 2017
|
25,085,000
|
25,000
|
14,923,000
|
(19,697,000
)
|
(4,749,000
)
|
|
|
|
|
|
|
Issuance
of common stock - services
|
174,000
|
-
|
49,000
|
-
|
49,000
|
Issuance
of common stock - private placement transactions, net
|
5,714,000
|
6,000
|
3,969,000
|
-
|
3,975,000
|
Warrants
exchanged for common stock
|
88,000
|
-
|
-
|
-
|
-
|
Stock
based compensation
|
-
|
-
|
255,000
|
-
|
255,000
|
Net
loss
|
-
|
-
|
-
|
(6,965,000
)
|
(6,965,000
)
|
|
|
|
|
|
|
Balance at June 30, 2018
|
31,061,000
|
$
31,000
|
$
19,196,000
|
$
(26,662,000
)
|
$
(7,435,000
)
|
FLUX POWER HOLDING, INC.
|
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
The accompanying notes are an integral part of these consolidated
financial statements.
|
|
June 30,
2018
|
June 30,
2017
|
Raw
materials
|
$
807,000
|
$
445,000
|
Work
in process
|
333,000
|
251,000
|
Finished
goods
|
372,000
|
870,000
|
Total
Inventories
|
$
1,512,000
|
$
1,566,000
|
|
June 30,
2018
|
June 30,
2017
|
Vehicles
|
$
1,000
|
$
1,000
|
Machinery
and equipment
|
112,000
|
84,000
|
Office
equipment
|
162,000
|
133,000
|
Furniture
and Equipment
|
39,000
|
36,000
|
Leasehold
improvements
|
34,000
|
10,000
|
|
348,000
|
264,000
|
Less:
Accumulated depreciation
|
(261,000
)
|
(205,000
)
|
Property,
plant and equipment, net
|
$
87,000
|
$
59,000
|
|
Number of
Warrants
|
Weighted
Average
Exercise
Price Per
Warrant
|
Remaining
Contract
Term (#
years)
|
Warrants
outstanding and exercisable at June 30, 2017
|
2,342,590
|
$
1.97
|
0.12 - 1.55
|
Warrants issued
|
-
|
$
-
|
-
|
Warrants exchanged
|
(141,643
)
|
$
0.60
|
-
|
Warrants expired
|
(460,157
)
|
$
2.15
|
-
|
Warrants outstanding and exercisable at June 30, 2018
|
1,740,790
|
$
2.03
|
0.74
|
|
Number of
Warrants
|
Weighted Average Exercise Price Per Warrant
|
Remaining
Contract
Term (#
years)
|
||
Warrants
outstanding and exercisable at June 30, 2016
|
2,804,010
|
$
2.00
|
0.39
-
2.50
|
||
Warrants
exchanged
|
(271,420
)
|
$
1.40
|
-
|
||
Warrants
expired
|
(190,000
)
|
$
3.00
|
-
|
||
Warrants
outstanding and exercisable at June 30, 2017
|
2,342,590
|
$
1.97
|
0.12
-
1.55
|
|
Number of
Shares
|
Weighted
Average
Exercise Price
|
Weighted
Average
Remaining
Contract
Term (# years)
|
Outstanding
at June 30, 2017
|
716,277
|
$
1.10
|
7.09
|
Granted
|
2,925,106
|
0.78
|
|
Exercised
|
-
|
|
|
Forfeited
and cancelled
|
(96,910
)
|
$
0.57
|
|
Outstanding
at June 30, 2018
|
3,544,473
|
$
0.83
|
8.87
|
Exercisable
at June 30, 2018
|
1,356,806
|
$
0.74
|
7.71
|
|
Number of
Shares
|
Weighted
Average
Exercise Price
|
Weighted
Average
Remaining
Contract
Term (# years)
|
Outstanding
at June 30, 2016
|
900,402
|
$
1.13
|
|
Granted
|
-
|
|
|
Exercised
|
-
|
|
|
Forfeited
and cancelled
|
(184,125
)
|
$
1.63
|
|
Outstanding
at June 30, 2017
|
716,277
|
$
1.10
|
7.09
|
Exercisable
at June 30, 2017
|
589,476
|
$
1.11
|
6.80
|
Years ended June 30,
|
2018
|
2017
|
Research
and development
|
$
96,000
|
$
13,000
|
General
and administrative
|
159,000
|
27,000
|
Total
stock-based compensation expense
|
$
255,000
|
$
40,000
|
|
2018
|
2017
|
Expected
volatility
|
138
%
-143%
|
100
%
|
Risk
free interest rate
|
1.76
%
- 2.63%
|
1.31
%
|
Forfeiture
rate
|
20
%
-2 3%
|
17
%-24%
|
Dividend
yield
|
0
%
|
0
%
|
Expected
term (years)
|
5
|
3
|
|
Year
Ended June 30,
|
|
|
2018
|
2017
|
Federal income taxes at 21% and
34%, respectively
|
$
(1,915,000
)
|
$
(1,508,000
)
|
State
income taxes, net
|
(446,000
)
|
(392,000
)
|
Permanent
differences and other
|
345,000
|
83,000
|
Change
in the estimated fair market value of derivatives
|
-
|
6,000
|
Other
true ups, if any
|
(206,000
)
|
(9,000
)
|
Change
in federal tax rate
|
3,560,000
|
-
|
Change
in valuation allowance
|
(1,338,000
)
|
1,820,000
|
Provision
for income taxes
|
$
-
|
$
-
|
|
Flux
Power Holdings, Inc.
/s/
Ronald Dutt
|
|
Ronald
Dutt, Chief Executive Officer, President, Interim Chief Financial
Officer & Director
|
1.
|
I have reviewed
this Annual Report on Form 10-K of Flux Power Holdings,
Inc.
|
2.
|
Based on my
knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period
covered by this report;
|
|
|
3.
|
Based on my
knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash
flows of the Registrant as of, and for, the periods presented in
this report;
|
|
|
4.
|
The
Registrant’s other certifying officer and I are responsible
for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange
Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and
have:
|
|
|
a.
|
Designed such
disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to
ensure that material information relating to the Registrant,
including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in
which this report is being prepared;
|
|
|
b.
|
Designed such
internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally
accepted accounting principles;
|
|
|
c.
|
Evaluated the
effectiveness of the Registrant’s disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures as of the
end of the period covered by this report based on such evaluation;
and
|
|
|
d.
|
Disclosed in this
report any change in the Registrant’s internal control over
financial reporting that occurred during the Registrant’s
most recent fiscal quarter (the Registrant’s fourth fiscal
quarter) that has materially affected, or is reasonably likely to
materially affect, the Registrant’s internal control over
financial reporting; and
|
|
|
5.
|
The
Registrant’s other certifying officer and I have disclosed,
based on our most recent evaluation of internal control over
financial reporting, to the Registrant’s auditors and the
audit committee of the Registrant’s board of directors (or
persons performing the equivalent functions):
|
|
|
a.
|
All significant
deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably
likely to adversely affect the Registrant’s ability to
record, process, summarize and report financial information;
and
|
|
|
b.
|
Any fraud, whether
or not material, that involves management or other employees who
have a significant role in the Registrant’s internal control
over financial reporting.
|
Date: September 26,
2018
|
|
|
|
|
|
By:
|
/s/ Ronald F. Dutt
|
|
|
Name: Ronald
F. Dutt
|
|
|
Title: Chief
Executive Officer
|
|
|
(Principal
Executive Officer)
|
|
1.
|
I have reviewed
this Annual Report on Form 10-K of Flux Power Holdings,
Inc.
|
2.
|
Based on my
knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period
covered by this report;
|
|
|
3.
|
Based on my
knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash
flows of the Registrant as of, and for, the periods presented in
this report;
|
|
|
4.
|
The
Registrant’s other certifying officer and I are responsible
for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange
Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and
have:
|
|
|
a.
|
Designed such
disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to
ensure that material information relating to the Registrant,
including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in
which this report is being prepared;
|
|
|
b.
|
Designed such
internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally
accepted accounting principles;
|
|
|
c.
|
Evaluated the
effectiveness of the Registrant’s disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures as of the
end of the period covered by this report based on such evaluation;
and
|
|
|
d.
|
Disclosed in this
report any change in the Registrant’s internal control over
financial reporting that occurred during the Registrant’s
most recent fiscal quarter (the Registrant’s fourth fiscal
quarter) that has materially affected, or is reasonably likely to
materially affect, the Registrant’s internal control over
financial reporting; and
|
|
|
5.
|
The
Registrant’s other certifying officer and I have disclosed,
based on our most recent evaluation of internal control over
financial reporting, to the Registrant’s auditors and the
audit committee of the Registrant’s board of directors (or
persons performing the equivalent functions):
|
|
|
a.
|
All significant
deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably
likely to adversely affect the Registrant’s ability to
record, process, summarize and report financial information;
and
|
|
|
b.
|
Any fraud, whether
or not material, that involves management or other employees who
have a significant role in the Registrant’s internal control
over financial reporting.
|
Date: September 26,
2018
|
|
|
|
|
|
By:
|
/s/ Ronald F. Dutt
|
|
|
Name: Ronald
F. Dutt
|
|
|
Title:
Chief Financial Officer
|
|
|
(Principal
Financial Officer)
|
|
Date: September 26,
2018
|
|
|
|
|
|
By:
|
/s/ Ronald F. Dutt
|
|
|
Name: Ronald
F. Dutt
|
|
|
Title: Chief
Executive Officer
|
|
|
(Principal
Executive Officer)
|
|
Date: September 26,
2018
|
|
|
|
|
|
By:
|
/s/ Ronald F. Dutt
|
|
|
Name: Ronald
F. Dutt
|
|
|
Title:
Chief Financial Officer
|
|
|
(Principal
Financial Officer)
|
|