UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 - Entry into a Material Definitive Agreement
First Amendment to the Subordinated Unsecured Promissory Note
On July 16, 2025, Fux Power Holdings, Inc. (the “Registrant”) entered into a First Amendment to the Subordinated Unsecured Promissory Note (“First Amendment”) with Cleveland Capital, L.P. (“Cleveland”). The First Amendment amended the due date set forth in the Subordinated Unsecured Promissory Note dated November 2, 2023 (“Original Note” and as amended by the First Amendment, the “Cleveland Note”) issued by the Registrant to Cleveland in connection with a certain Credit Facility Agreement dated November 2, 2023, by and between Cleveland and the Registrant. Pursuant to the First Amendment, the due date under the Original Note was changed from August 15, 2025 to September 30, 2025. In addition to the foregoing relationship, based on Amendment No. 8 to Schedule 13G filed with the Securities and Exchange Commission on February 14, 2025, Cleveland beneficially owns approximately 7.3% of our common stock.
Amendment No. 5 to the Loan and Security Agreement
On July 16, 2025, the Registrant, Flux Power, Inc., a wholly-owned subsidiary of the Registrant (“Flux” and together with the Registrant, the “Company”), entered into a certain Amendment No. 5 to Loan and Security Agreement (the “Fifth Amendment”) with Gibraltar Business Capital, LLC (“GBC”), which amended certain terms relating to the maturity date set forth under Loan and Security Agreement dated as of July 28, 2023, by and among the Company and GBC (as amended, restated, supplemented or modified from time to time, the “Loan Agreement). Pursuant to the Fifth Amendment, GBC and the Company agreed to amend the definition of the maturity date to August 31, 2025, unless otherwise extended pursuant to the terms of the Loan Agreement, provided however, upon the occurrence of either (i) an extension of the due date of the Cleveland Note to a date no earlier than September 29, 2027, or (ii) the conversion of all of the outstanding obligations under the Cleveland Note into equity of the Registrant the maturity date will automatically extend to July 31, 2027. In consideration for the Fifth Amendment, the Company agreed to pay GBC a non-refundable amendment fee of $112,500.
The foregoing description of the Fifth Amendment and the First Amendment does not purport to be a complete description of the terms and is qualified in its entirety by reference to the full text of the Fifth Amendment and the First Amendment, which are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | Exhibit Description | |
| 10.1 | Amendment No. 5 to the Loan and Security Agreement | |
| 10.2 | First Amendment to Subordinated Unsecured Promissory Note | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: July 22, 2025