UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On August 29 2025, the Company held a Special Meeting of Stockholders. As of the record date of July 14, 2025, 16,835,698 shares of the Company’s Common Stock were outstanding and entitled to vote. Of this amount, 10,415,086 shares of Common Stock, representing approximately 62% of the total number of shares of Common Stock entitled to vote, were represented in person or by proxy, constituting a quorum. Set forth below are the final voting results for the proposals presented for a stockholder vote at the Special Meeting of Stockholders as certified by the Company’s Inspector of Elections.
All proposals received a sufficient number of votes to pass. Below are the results for each of the following proposals
| 1. | A proposal to approve the amendment and restatement of the Company’s Amended and Restated Articles of Incorporation as amended and currently in effect (the “Articles”) to, among other things, (i) increase the aggregate number of authorized shares of preferred stock from 500,000 to 3,000,000, $0.001 par value per share (“Preferred Stock”), (ii) grant the Board authority to fix the rights and preferences of the preferred stock by resolution from time to time, and (iii) designate 1,000,000 shares of Preferred Stock as “Series A Convertible Preferred Stock”, $0.001 par value per share (the “Series A Preferred Stock”), with rights, preferences, privileges and restrictions all as set forth in the Second Amended and Restated Certificate of Incorporation (the “Restated Articles”) in substantially the form attached to the Proxy Statement as (the “Amendment Proposal”). |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | ||||||||||
| 9,077,960 | 1,337,126 | - | - | ||||||||||
| 2. | A proposal to approve the reservation and issuance of such number of shares of Common Stock issuable in connection with the conversion of the shares of Series A Preferred Stock which are issuable upon exercise of certain prefunded warrants, and exercise of certain Common Stock warrants issued and issuable pursuant to the Securities Purchase Agreement dated July 18, 2025, and related transaction documents by and among the Company and certain investors in connection with a non public offering (as more fully described in the Proxy Statement, the “Private Placement”), which total issuance could exceed 20% of the amount outstanding of Common Stock prior to the Private Placement for purposes of complying with Nasdaq Listing Rule 5635(d) (the “Share Issuance Proposal). |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | ||||||||||
| 9,523,300 | 891,786 | - | - | ||||||||||
3. |
A proposal to approve the adjournment of the Special Meeting to a later date, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Amendment Proposal and the Share Issuance Proposal. |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | ||||||||||
| 9,211,953 | 1,203,087 | 46 | - | ||||||||||
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: September 2, 2025 | ||