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2025-08-01
2025-08-01
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): August 1, 2025
FLUX
POWER HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-31543 |
|
92-3550089 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
| 2685
S. Melrose Drive, Vista, California |
|
92081 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
877-505-3589
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol |
|
Name
of each exchange on which registered |
| Common
Stock, $0.001 par value |
|
FLUX |
|
Nasdaq
Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
(c)
On August 1, 2025, the Board of Directors (the “Board”) of Flux Power Holdings, Inc. (the “Company”) promoted
Mr. Jeffrey C. Mason, previously the Vice President and Operations, to the position of Chief Operating Officer effective immediately.
Mr. Mason will continue to strategically lead operations to ensure quality and efficiency in supply chain, logistics and manufacturing
for the Company. Mr. Mason will continue to receive his existing annual salary of $300,000 in connection with his services as the Vice
President of Operations.
(e)
Salary
Increases
On
August 1, 2025, pursuant to the recommendation of the Compensation Committee (the “Compensation Committee”), the Board approved
the following salary increase to the following executive officer, effective for the fiscal year 2026 (“FY2026”):
| Name | |
Position | |
Current Base Salary | | |
Salary for FY2026 | |
| Kevin S. Royal | |
Chief Financial Officer | |
$ | 336,600 | | |
$ | 346,698 | |
FY2026
Bonuses Under the Annual Bonus Plan
As
previously disclosed, the Board of Directors (the “Board”) of Flux Power Holdings, Inc. (the “Company”) previously
approved an amended and restated annual cash bonus plan (the “Annual Bonus Plan”) which allows the Compensation Committee
of the Board (the “Compensation Committee”) and/or the Board of the Company to set the amount of bonus each fiscal year and
the performance criteria. All of the Company’s executive officers are eligible to participate in the Annual Bonus Plan.
On
August 1, 2025, pursuant to the recommendation of the Compensation Committee, the Board approved
the bonus pool and performance criteria (the “2026 Bonus”) for the Annual Bonus Plan for the fiscal year ending 2026 (“FY2026”).
For FY2026, the performance goals applicable to a bonus are based on the Company achieving certain targets based on the Company’s
full year revenue and net income, subject to the Company achieving a positive EBITDA (earnings before interest, taxes, depreciation and
amortization) for FY2026 (the “Financial Targets”), in addition to a discretionary bonus based on certain individual key
performance indicators (KPIs) (the “2026 Performance Matrix”).
The
Compensation Committee approved the target cash bonuses under the 2026 Bonus based on the base salary for FY2026 for the following executive
officers:
| Name | |
Position | |
Base Salary | | |
Bonus
Percentage of
Base Salary | | |
Total Target
Payout | | |
Maximum
Payout(1) | |
| Krishna Vanka | |
Chief Executive Officer | |
$ | 400,000 | | |
| 100 | % | |
$ | 400,000 | | |
$ | 600,000 | |
| Kevin S. Royal | |
Chief Financial Officer | |
$ | 346,698 | | |
| 60 | % | |
$ | 208,019 | | |
$ | 277,705 | |
| Jeffrey Mason | |
Chief Operating Officer | |
$ | 300,000 | | |
| 50 | % | |
$ | 150,000 | | |
$ | 200,250 | |
| (1) | Full
maximum payout assuming targets reached as set forth in the 2026 Performance Matrix. |
Grant
of Stock Options
In
addition, on August 1, 2026 (the “Grant Date”), pursuant to the recommendation of the Compensation Committee, the Board approved
the grant of stock options (the “Options”) under the Company’s 2021 Equity Incentive Plan (the “2021 Plan”)
to certain employees of the Company or its subsidiary, Flux Power, Inc. The Options are subject to the terms and conditions provided
in the form of the Incentive Stock Option Agreement under the 2021 Plan (the “Option Agreement”). The Options have an exercise
price of $1.88, which is based on the Company’s 10-day volume weighted average price for the ten (10) trading days ending on the
Grant Date, and will expire ten (10) years from the Grant Date.
The
following executive officers of the Company were granted Options under the 2021 Plan in such number and vesting schedule set forth as
follows:
| Name | |
Position | |
Options(1) | | |
Vesting Schedule |
| Kevin S. Royal | |
Chief Financial Officer | |
| 84,150 | | |
Annually over 3 years from Grant Date |
| Jeffrey Mason | |
Chief Operating Officer | |
| 56,100 | | |
Annually over 3 years from Grant Date |
| (1) | Subject
to $100,000 ISO limitation under the 2021 Plan |
Grant
of Restricted Stock Units to the Chief Executive Officer
In
addition, on August 1, 2026 (the “Grant Date”), pursuant to the recommendation of the Compensation Committee, the Board approved
grants of time-based restricted stock units (“RSUs”) and performance-based RSUs to Mr. Krishna Vanka, the Company’s
Chief Executive Officer. The respective grants of the time-based RSUs and performance-based RSUs are subject to the terms and conditions
provided in (i) the form of Restricted Stock Unit Award Agreement which is time based (“Time Based Awards”), and (ii) the
form of Performance Restricted Stock Unit Award Agreement which is performance based (“Performance Based Awards”) under the
2021 Plan. The performance-based Awards are eligible to vest based upon the achievement of certain budget performance goals of the Company
as determined by the Compensation Committee (the “Performance Goals”). Any Performance Based Awards that are not earned at
the end of the performance period upon the determination of the achievement of the Performance Goals will be forfeited.
Mr.
Vanka was granted RSUs under the 2021 Plan in the amounts and according to the vesting schedule indicated below:
Time
Based Awards:
| Name | |
Title | |
No. of RSUs(1) | | |
Vesting Schedule |
| Krishna Vanka | |
Chief Executive Officer | |
| 121,951 | | |
Annually over 3 years, with the first vest date on July 1, 2026 |
| (1) | Based
on an aggregate grant date value of $200,000, which is 50% of Mr. Vanka’s base salary,
divided by $1.64 per share, which was the closing price of the Company’s Common Stock
on July 1, 2026. |
Performance
Based Awards:
| Name | |
Title | |
No. of RSUs(1) | | |
Vesting Schedule |
| Krishna Vanka | |
Chief Executive Officer | |
| 182,927 | (2) | |
Cliff-vest on the third anniversary of July 1, 2025 |
| (1) | Based
on an aggregate grant date value of $200,000, which is 50% of Mr. Vanka’s base salary,
divided by $1.64 per share, which was the closing price of the Company’s Common Stock
on July 1, 2026. |
| (2) | Assumes
achievement of the maximum level of the Performance Goals. |
A
copy of the Amended Annual Bonus Plan is attached as Exhibit 10.1 hereto and is incorporated herein by reference to this Form 8-K. The
foregoing summary of Annual Bonus Plan is subject to, and qualified in their entirety to the terms set forth in the Annual Bonus Plan,
which is filed as Exhibit 10.1 on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on October 24, 2023
and incorporated herein by reference to this Current Report on Form 8-K. The Options, the time-based RSUs and performance-based RSUs
are subject to, and qualified in their entirety to the terms set forth in the Option Agreement, the form of Restricted Stock Unit Award
Agreement and Performance Restricted Stock Unit Award Agreement, which are filed as Exhibits 4.6, 4.7 and 4.10 respectively on Form S-8
(File No. 333-267974) filed with SEC on October 21, 2022, and are incorporated herein by reference to this Current Report on Form 8-K.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
Flux
Power Holdings, Inc. |
| |
a
Nevada corporation |
| |
|
|
| |
By:
|
/s/
Krishna Vanka |
| |
|
Krishna
Vanka |
| |
|
Chief
Executive Officer |
| |
|
|
| Dated:
August 6, 2025 |
|
|
