424B3 1 form424b3.htm 424B3

Filed Pursuant to Rule 424(b)(3)

Registration Statement No. 333-290974

PROSPECTUS SUPPLEMENT NO. 3

(To the Prospectus dated November 10, 2025)

3,644,289 Shares of Common Stock

This prospectus supplement supplements the prospectus, dated November 10, 2025 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (File No. 333-290974). This prospectus supplement is being filed to update and supplement the information in the Prospectus with certain information contained in our Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 12, 2026 (the “Quarterly Report”). Accordingly, we have attached the Quarterly Report to this prospectus supplement.

The Prospectus and this prospectus supplement relate to the proposed offer and resale or other disposition from time to time by the selling stockholders identified in the Prospectus of up to an aggregate of 3,644,289 shares of common stock, par value $0.001 per share (“Common Stock”), of Flux Power Holdings, Inc.

Our shares of Common Stock are listed on The Nasdaq Capital Market under the symbol “FLUX.” On February 11, 2026, the last reported sale price of our Common Stock on The Nasdaq Capital Market was $1.41 per share.

This prospectus supplement should be read in conjunction with the Prospectus, including any amendments or supplements thereto, which is to be delivered with this prospectus supplement. This prospectus supplement is qualified by reference to the Prospectus, including any amendments or supplements thereto, except to the extent that the information in this prospectus supplement updates and supersedes the information contained therein.

This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus, including any amendments or supplements thereto.

Investing in our Common Stock involves a high degree of risk. You should review carefully the risks and uncertainties described in the section entitled “Risk Factors” beginning on page 11 of the Prospectus and under similar headings in any amendments or supplements to the Prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement or the Prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is February 12, 2026.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-31543

FLUX POWER HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Nevada		92-3550089
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification Number)

2685 S. Melrose Drive, Vista, California		92081
(Address of principal executive offices)		(Zip Code)

877-505-3589

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		FLUX		Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

The number of shares of registrant’s common stock outstanding as of February 9, 2026 was 21,340,135.

FLUX POWER HOLDINGS, INC.

FORM 10-Q

For the Quarterly Period Ended December 31, 2025

Table of Contents

PART I - Financial Information

ITEM 1.	CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)	5
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	26
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	35
ITEM 4.	CONTROLS AND PROCEDURES	35

PART II - Other Information

ITEM 1.	LEGAL PROCEEDINGS	37
ITEM 1A.	RISK FACTORS	39
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	40
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	40
ITEM 4.	MINE SAFETY DISCLOSURES	40
ITEM 5.	OTHER INFORMATION	40
ITEM 6.	EXHIBITS	40

SIGNATURES		41

Page 2

	●	our ability to comply with or amend the terms of our agreement with Gibraltar Business Capital, LLC (“GBC”) for our credit facility, which we have relied on historically and currently rely on to meet our anticipated capital resources and to fund our operations;

	●	our ability to meet projected revenue targets and generate sufficient cash from operations;

	●	our ability to remediate material weaknesses in our controls and procedures and also those identified in our internal control over financial reporting, or to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price;

	●	our ability to continue to meet the continued listing standards of the Nasdaq Stock Market;

	●	our ability to secure sufficient funding to support our current and proposed operations;

	●	our ability to manage our working capital requirements efficiently;

	●	our ability to obtain the necessary funds from our credit facilities;

	●	our ability to obtain raw materials and other supplies for our products at existing or competitive prices and on a timely basis;

	●	our anticipated growth strategies and our ability to manage the expansion of our business operations effectively;

	●	our ability to maintain or increase our market share in the competitive markets in which we do business;

	●	our ability to grow our revenue, increase our gross profit margin and become a profitable business;

	●	our ability to fulfill our backlog of open sales orders due to delays in the receipt of key component parts and other potential manufacturing disruptions;

	●	our ability to keep up with rapidly changing technologies and evolving industry standards, including our ability to achieve technological advances;

	●	our dependence on the growth in demand for our products;

	●	our ability to compete with larger companies with far greater resources than us;

	●	our ability to shift to new suppliers and incorporate new components into our products in a manner that is not disruptive to our business;

	●	our ability to obtain and maintain UL Listings and OEM approvals for our energy storage solutions;

	●	our ability to diversify our product offerings and capture new market opportunities;

	●	our ability to source our needs for skilled labor, machinery, parts, and raw materials economically;

	●	our ability to retain and/or successfully recruit key members of our senior management team;

	●	our ability to diversify our customer base to reduce our current dependence on a few major customers;

	●	our ability to continue as a going concern;

	●	the impact of tariffs on our ability to cost-effectively source battery packs and materials used in our products; and

	●	the expense, timing and outcome of legal proceedings relating to our accounting practices, financial disclosures and employment policies and practices, which includes, but are not limited to, a pending purported federal securities class action and stockholder derivative lawsuit, certain employment lawsuits and other legal and governmental proceedings, investigations and information requests that may be initiated or that may be asserted.

	●	The “Company,” “Flux,” “we,” “us,” and “our” refer to the combined business of Flux Power Holdings, Inc., a Nevada corporation and its wholly owned subsidiary, Flux Power, Inc., a California corporation (“Flux Power”);

	●	“Exchange Act” refers the Securities Exchange Act of 1934, as amended;

	●	“SEC” refers to the Securities and Exchange Commission;

	●	“Securities Act” refers to the Securities Act of 1933, as amended;

	●	This “Quarterly Report”, “Form 10-Q” and “Current Report” refer to this Quarterly Report on Form 10-Q pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934.

	December 31, 2025			June 30, 2025
ASSETS

Current assets:
Cash	$	928,000		$	1,334,000
Accounts receivable, net of allowance for credit losses of $44,000 and $68,000 at December 31, 2025 and June 30, 2025, respectively		8,506,000			11,374,000
Inventories, net		15,705,000			17,231,000
Other current assets		2,486,000			1,865,000
Total current assets		27,625,000			31,804,000

Right of use assets, net		973,000			1,275,000
Property, plant and equipment, net		1,419,000			1,554,000
Other assets		95,000			119,000

Total assets	$	30,112,000		$	34,752,000

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current liabilities:
Accounts payable	$	10,194,000		$	16,295,000
Accrued expenses		6,019,000			7,058,000
Line of credit		4,740,000			13,627,000
Subordinated debt		–			1,000,000
Deferred revenue		141,000			459,000
Customer deposits		56,000			38,000
Finance leases payable, current portion		122,000			80,000
Office leases payable, current portion		814,000			815,000
Accrued interest		40,000			246,000
Total current liabilities		22,126,000			39,618,000

Long term liabilities:
Finance leases payable, less current portion		26,000			32,000
Office leases payable, less current portion		101,000			506,000
Deferred revenue, less current portion		323,000			–

Total liabilities		22,576,000			40,156,000

Commitments and contingencies (Note 9)		-			-

Stockholders’ equity (deficit):
Preferred stock, $0.001 par value; 3,000,000 and 500,000 shares authorized at December 31, 2025 and June 30, 2025, respectively; none issued and outstanding		–			–
Common stock, $0.001 par value; 75,000,000 shares authorized; 21,340,135 and 16,835,698 shares issued and outstanding at December 31, 2025 and June 30, 2025, respectively		21,000			17,000
Additional paid-in capital		115,862,000			100,965,000
Accumulated deficit		(108,347,000	)		(106,386,000	)
Total stockholders’ equity (deficit)		7,536,000			(5,404,000	)
Total liabilities and stockholders’ equity (deficit)	$	30,112,000		$	34,752,000

	2025			2024			2025			2024
	Three months ended December 31,						Six months ended December 31,
	2025			2024			2025			2024
Revenues	$	14,121,000		$	16,830,000		$	27,296,000		$	32,955,000
Cost of sales		9,226,000			11,367,000			18,636,000			22,274,000

Gross profit		4,895,000			5,463,000			8,660,000			10,681,000

Operating expenses:
Selling and administrative		3,564,000			5,985,000			8,470,000			11,100,000
Research and development		536,000			957,000			1,573,000			2,272,000
Total operating expenses		4,100,000			6,942,000			10,043,000			13,372,000

Operating income (loss)		795,000			(1,479,000	)		(1,383,000	)		(2,691,000	)

Interest income (expense), net		(194,000	)		(408,000	)		(578,000	)		(865,000	)

Net income (loss)	$	601,000		$	(1,887,000	)	$	(1,961,000	)	$	(3,556,000	)

Net income (loss) per share - basic	$	0.03		$	(0.11	)	$	(0.11	)	$	(0.21	)
Net income (loss) per share - diluted	$	0.03		$	(0.11	)	$	(0.11	)	$	(0.21	)

Weighted average number of common shares outstanding - basic		19,686,961			16,682,465			18,261,330			16,682,465
Weighted average number of common shares outstanding - diluted		22,858,593			16,682,465			18,261,330			16,682,465

	Shares		Capital Stock Amount		Additional Paid-in Capital			Accumulated Deficit			Total
	Common Stock
	Shares		Capital Stock Amount		Additional Paid-in Capital			Accumulated Deficit			Total
Balance at June 30, 2025		16,835,698	$	17,000	$	100,965,000		$	(106,386,000	)	$	(5,404,000	)
Issuance of prefunded preferred stock warrants and common stock warrants under Private Placement, net of offering costs of $400,000		–		–		4,400,000			–			4,400,000
Issuance of common stock – ESPP		26,312		–		37,000			–			37,000
Stock-based compensation		–		–		209,000			–			209,000
Net loss		–		–		–			(2,562,000	)		(2,562,000	)
Balance at September 30, 2025		16,862,010		17,000		105,611,000			(108,948,000	)		(3,320,000	)
Issuance of common stock – public offering, net of offering costs of $1,280,000		4,416,000		4,000		9,756,000			–			9,760,000
Issuance of prefunded preferred stock warrants and common stock warrants under Private Placement, net of offering costs of $245,000		–		–		(45,000	)		–			(45,000	)
Issuance of common stock – exercised options		62,125		–		255,000			–			255,000
Stock-based compensation		–		–		285,000			–			285,000
Net income		–		–		–			601,000			601,000
Balance at December 31, 2025		21,340,135	$	21,000		115,862,000		$	(108,347,000	)	$	7,536,000

	December 31, 2025		June 30, 2025
Raw materials	$	12,470,000	$	13,471,000
Work in process		602,000		513,000
Finished goods		2,633,000		3,247,000
Total Inventories	$	15,705,000	$	17,231,000

	December 31, 2025		June 30, 2025
Lawsuit insurance receivable	$	1,901,000	$	1,486,000
Prepaid insurance		162,000		104,000
Prepaid expenses		86,000		17,000
Other		337,000		258,000
Total Other Current Assets	$	2,486,000	$	1,865,000

	December 31, 2025		June 30, 2025
Warranty liability	$	2,995,000	$	3,377,000
Lawsuit settlements liability		2,175,000		2,175,000
Payroll and bonus accrual		389,000		1,024,000
PTO accrual		460,000		482,000
Total accrued expenses	$	6,019,000	$	7,058,000

	Number of Warrants			Weighted Average Exercise Price Per Warrant		Weighted Average Remaining Contract Term (# years)
Outstanding and exercisable at June 30, 2025		1,413,110		$	6.14
Issued		1,214,766			1.72
Exercised		–			–
Expired and cancelled		(131,678	)		4.80
Outstanding and exercisable at December 31, 2025		2,496,198			4.06		2.86

	Number of Warrants		Weighted Average Exercise Price Per Warrant
Outstanding and exercisable at June 30, 2024		1,413,110	$	6.14
Issued		-		-
Exercised		-		-
Expired and cancelled		-		-
Outstanding and exercisable at December 31, 2024		1,413,110		6.14

	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Contract Term (# years)		Aggregate intrinsic Value		Weighted Average Grant Date Fair Value
Outstanding at June 30, 2025		796,660		$	4.10
Granted		536,239			1.88					$	1.23
Exercised		(62,125	)		4.10			$	115,000
Forfeited and cancelled		(193,167	)		3.89
Outstanding at December 31, 2025		1,077,607			3.03		8.05		–
Exercisable at December 31, 2025		424,574			4.01		6.56		–

	Six months ended December 31,
	2025			2024 ⁽¹⁾
Expected volatility		95.46	%		-
Risk free interest rate		3.85	%		-
Dividend yield		–	%		-
Expected term (years)		5.87

	Number of Shares		Weighted Average Grant Date Fair Value		Weighted Average Remaining Contract Term (# years)
Outstanding at June 30, 2025		200,000	$	1.60
Granted		304,878		1.43
Vested and settled		–		–
Forfeited and cancelled		–		–
Outstanding at December 31, 2025		504,878		1.49		1.67

	Number of Shares			Weighted Average Grant Date Fair Value
Outstanding at June 30, 2024		114,666		$	5.56
Granted		–			–
Vested and settled		–			–
Forfeited and cancelled		(740	)		5.75
Outstanding at December 31, 2024		113,926			5.56

	Operating Leases			Finance Leases
Years ending June 30,
2026 (remaining six months)	$	456,000		$	80,000
2027		433,000			54,000
2028		64,000			21,000
Total future minimum lease payments		953,000			155,000
Less: discount		(38,000	)		(7,000	)
Total lease liability		915,000			148,000
Less: leases payable, current portion		(814,000	)		(122,000	)
Leases payable, noncurrent portion	$	101,000		$	26,000

	●	increase battery life by optimizing the charging cycle,

	●	give users a better understanding of the health of their battery in use, and

	●	apply artificial intelligence to predictively balance the cells for optimal performance.

Fiscal Quarter Ended	Beginning Backlog		New Orders		Shipments		Ending Backlog
September 30, 2024	$	17,867,000	$	19,451,000	$	16,125,000	$	21,193,000
December 31, 2024	$	21,193,000	$	13,116,000	$	16,830,000	$	17,479,000
March 31, 2025	$	17,479,000	$	16,158,000	$	16,742,000	$	16,895,000
June 30, 2025	$	16,895,000	$	9,764,000	$	16,737,000	$	9,922,000
September 30, 2025	$	9,922,000	$	8,947,000	$	13,175,000	$	5,694,000
December 31, 2025	$	5,694,000	$	12,247,000	$	14,121,000	$	3,820,000

	(a)	the Company’s original estimate of the overstatement of inventories had risen due to additional excess and obsolete inventory identified related to inventory components not recorded at the lower of cost or net realizable value, as well as consigned inventory not reconciled in a timely manner;

	(b)	the Company had not properly recognized revenue in the periods in which the related performance obligations had been satisfied for a contract with a certain customer, and that the Company had improperly recorded accounts receivable pertaining to that contract as a reduction to its accounts payable owed to that customer although the right of offset conditions under ASC 210-20 had not been met, resulting in misstatements to revenues, accounts receivable and accounts payable;

	(c)	the Company had improperly recorded various inventory write downs to research and development expenses although such expenses did not meet the classification criteria for research and development under ASC 730, resulting in an overstatement of research and development expenses and a corresponding understatement of cost of sales;

	(d)	the Company had various clearing accounts that had not been reconciled in a timely manner, resulting in misstatements of accounts payable, inventories and cost of sales;

	(e)	the Company had not included certain product warranty-related expenses within the proper periods in its calculation of its product warranty reserve estimate, resulting in an understatement of accrued expenses, an understatement of accounts payable and an understatement of cost of sales; and

	(f)	the Company erroneously presented non-cash debt issuance cost incurred in conjunction with credit facility arrangements as a non-cash adjustment to reconcile net loss to net cash used in operating activities in the consolidated cash flow statements when such cost should have been recognized as a change in other assets.

Exhibit No.		Description
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*		Inline XBRL Instance Document- the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH*		Inline XBRL Taxonomy Extension Schema.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase.

	Flux Power Holdings, Inc.

Date: February 12, 2026	By:	/s/ Krishna Vanka
		Krishna Vanka
		Chief Executive Officer
		(Principal Executive Officer)

Date: February 12, 2026	By:	/s/ Kevin S. Royal
		Kevin S. Royal
		Chief Financial Officer
		(Principal Financial Officer)

SEC Form 424B3 filed by Flux Power Holdings Inc.