Flux Power Holdings, Inc.

The registrant was unable to file its Quarterly Report on Form 10-Q for the period ended December 31, 2024 (“December Form 10-Q”) within the prescribed time period without unreasonable effort or expense due to (i) the delay in filing its Annual Report on Form 10-K for the fiscal year ended June 30, 2024 (the “Form 10-K”) resulting from the late completion of its audited financial statements for the fiscal year ended June 30, 2024, restatements of its audited consolidated financial statements for the fiscal years ended June 30, 2023 and 2022, and related restatements of unaudited consolidated interim financial statements within the fiscal years ended June 30, 2024, 2023 and 2022 (“Restated Financial Statements”), (ii) the pending completion of the unaudited financial statements for the quarterly period ended September 30, 2024 and filing of its Quarterly Report on Form 10-Q for the period ended September 30, 2024 (the “September Form 10-Q”), and (iii) the recent engagement with a new independent registered public accounting firm for the fiscal year ending June 30, 2025. The registrant completed the restatement process and filed the Form 10-K with the Securities and Exchange Commission (the “SEC”) on January 29, 2025. The Form 10-K included the audited financial statements for the fiscal year ended June 30, 2024 and the Restated Financial Statements, which restatements resulted from errors relating primarily to inventory, untimely account reconciliation, exclusion of certain product warranty-related expenses within the proper periods, and incorrect presentation of non-cash debt issuance costs on the statement of cash flows as disclosed in the Form 10-K. The foregoing has caused a delay in the registrant’s preparation and completion of its unaudited financial statements necessary to prepare and file the September Form 10-Q

The registrant is unable to file its Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 (“Form 10-Q”) within the prescribed time period without unreasonable effort or expense as a result of a delay in the completion of its audited financial statements for fiscal year ended June 30, 2024 and related restatements of previously issued audited consolidated financial statements for prior fiscal years and the unaudited consolidated financial statements as of and for the quarters ended September 30, 2023, December 31, 2023, and March 31, 2024, as discussed below. As previously disclosed in the Form 12b-25 for the Annual Report on Form 10-K for the fiscal year ended June 30, 2024 filed with the Securities and Exchange Commission on September 30, 2024, the registrant was unable to file its Annual Report on Form 10-K for the fiscal year ended June 30, 2024 (the “Form 10-K”) within the prescribed time period because of errors it has discovered at that time in prior financial statements relating to the improper accounting for inventory which requires restatement. Specifically, the registrant at that time became aware that (i) approximately $1.2 million of excess and obsolete inventory, primarily as a result of a change in battery cells from a new supplier, was not properly reserved or written-off in earlier periods resulting in an overstatement of inventory, and (ii) certain loaner service packs were improperly accounted for as finished goods inventory as of June 30, 2023 resulting in an overstatement of inventory of approximately $0.5 million

The registrant is unable to file its Annual Report on Form 10-K for the fiscal period year ended June 30, 2024 (the “Form 10-K”), within the prescribed time period without unreasonable effort or expense. On September 5, 2024, and as previously disclosed, the Board of Directors, including its audit committee members, concluded that the previously issued audited consolidated financial statements as of and for the fiscal year ended June 30, 2023 and the unaudited consolidated financial statements as of and for the quarters ended September 30, 2023, December 31, 2023, and March 31, 2024 (collectively, the “Prior Financial Statements”), which were filed with the Securities and Exchange Commission (“SEC”) on September 21, 2023, November 9, 2023, February 8, 2024 and May 13, 2024, respectively, should no longer be relied upon because of errors in such financial statements relating to the improper accounting for inventory and a restatement should be undertaken. During the registrant’s preparation of its consolidated financial statements for the year ended June 30, 2024, it became aware that (i) approximately $1.2 million of excess and obsolete inventory, primarily as a result of a change in battery cells from a new supplier, was not properly reserved or written-off in earlier periods resulting in an overstatement of inventory, and (ii) certain loaner service packs were improperly accounted for as finished goods inventory as of June 30, 2023 resulting in an overstatement of inventory of approximately $0.5 million. As a result, the registrant concluded that the errors resulted in (i) an overstatement of inventory, current assets, total assets and accumulated deficit on its consolidated balance sheet, and (ii) an understatement of cost of sales and net loss, and overstatement of gross profit on its consolidated statement of operations in the Prior Financial Statements