What changed in this filing

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Item 1A. Risk Factors

2021-09-27 compared with 2020-09-28 · 393 added, 446 removed, 79 unchanged (91% of the section changed)

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investment in our common stock involves a high degree of risk.

You should carefully consider the risks described below, together

with all of the other information included in this report, before making an investment decision.

You should carefully consider the summary of risk factors described below,

together with all of the other information included in this report, before making an investment decision.

If any of the following risks

actually occur, our business, financial condition or results of operations could suffer.

In that case, the trading price of our

common stock could decline, and you may lose all or part of your investment.

You also should read the section entitled “Special

Note Regarding Forward Looking Statements”

above for a discussion of what types of statements are forward-looking statements,

as well as the significance of such statements in the context of this report.

In that case, the trading price of our common

stock could decline, and you may lose all or part of your investment.

You also should read the section entitled “Special Note Regarding

Forward Looking Statements”

above for a discussion of what types of statements are forward-looking statements, as well as the significance

of such statements in the context of this report.

The risk factors below do not address all the risks relating to securities, business

and operations, and financial condition.

Factors Relating to Our Business

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the fiscal years ended June 30, 2021 and 2020, we had net losses of $12,793,000 and $14,336,000, respectively.

We have historically

experienced net losses and until we generate sufficient revenue, we anticipate to continue to experience losses in the near future.

addition, as of June 30, 2020 and 2019, we had a negative working capital (including short term debt) of $5,959,000 and $3,644,000,

respectively.

As of June 30, 2020 and 2019, we had a cash balance of $726,000 and $102,000, respectively.

We expect that our existing

cash balances, credit facilities, and the net proceeds from our recent public offering will be sufficient to fund our existing

and planned operations for the next twelve months.

Until such time as we generate sufficient cash to fund our operations, we will

need additional capital to continue our operations thereafter.

have relied on equity financings, borrowings under short-term loans with related parties, our credit facilities and/or previous

cash flows from operating activities to fund our operations.

However, there is no guarantee we will be able to obtain additional

funds in the future or that funds will be available on terms acceptable to us, if at all.

We have historically experienced

net losses and until we generate sufficient revenue, we anticipate to continue to experience losses in the near future.

of June 30, 2021 and 2020, we had a cash balance of $4,713,000 and $726,000, respectively.

We expect that our existing cash balances,

credit facilities, and the net proceeds from our recent public offering will be sufficient to fund our existing and planned operations

for the next twelve months.

Until such time as we generate sufficient cash to fund our operations, we will need additional capital to

continue our operations thereafter.

have relied on equity financings, borrowings under short-term loans with related parties, our credit facilities and/or previous cash

flows from operating activities to fund our operations.

However, there is no guarantee we will be able to obtain additional funds in

the future or that funds will be available on terms acceptable to us, if at all.

future financing may result in dilution of the ownership interests of our stockholders.

If such funds are not available on acceptable

terms, we may be required to curtail our operations or take other actions to preserve our cash, which may have a material adverse

effect on our future cash flows and results of operations.

terms, we may be required to curtail our operations or take other actions to preserve our cash, which may have a material adverse effect

on our future cash flows and results of operations.

will need to raise additional capital or financing to continue to execute and expand our business.

we expect that our available cash, credit facilities, and the expected net proceeds from our recent public offering will be sufficient

to sustain our operations for the next twelve months, we will likely need to raise additional capital to support our expanded

operations and execute on our business plan.

In order to support our anticipated growth, we intend to secure a revolving line

of credit with a bank.

In addition, we may be required to pursue sources of additional capital through various means, including

joint venture projects, sale and leasing arrangements, and debt or equity financings.

Any new securities that we may issue in

the future may be sold on terms more favorable for our new investors than the terms in which our stockholders acquired their securities.

Newly issued securities may include preferences, superior voting rights, and the issuance of warrants or other convertible securities

that will have additional dilutive effects.

We cannot assure that additional funds will be available when needed from any source

or, if available, will be available on terms that are acceptable to us.

Further, we may incur substantial costs in pursuing future

capital and/or financing.

We may also be required to recognize non-cash expenses in connection with certain securities we may

issue, such as convertible notes and warrants, which will adversely impact our financial condition and results of operations.

Our ability to obtain needed financing may be impaired by such factors as the weakness of capital markets, and the fact that we

have not been profitable, which could impact the availability and cost of future financings.

If the amount of capital we are able

to raise from financing activities, together with our revenues from operations, is not sufficient to satisfy our capital needs,

we may have to reduce our operations accordingly.

Historically we

were dependent on our existing credit facility to finance our operations.

We currently have approximately $4.4 million in principal

outstanding under the LOC and in the event of default, such default could adversely affect our business, financial condition,

results of operations or liquidity.

of June 30, 2020 and 2019, we had an outstanding principal balance of $5,290,000 and $6,405,000, respectively, under our line

of credit for up to $12,000,000 bearing an interest rate of 15% (“LOC”) with Esenjay Investment, LLC (“Esenjay”),

a majority stockholder and a company owned and controlled by Michael Johnson, our director, Cleveland, and other unrelated parties

(Cleveland and Esenjay, together with additional parties that joined and may join as additional lenders, collectively the “Lenders”).

In addition, as of June 30, 2020, we had an outstanding principal balance of $1,157,000 under our unsecured short-term promissory

note with Cleveland (“Cleveland Note”), which note bears an interest of 15% and was due on July 31, 2020.

as of June 30, 2020, we have an outstanding principal balance of approximately $900,000 under our unsecured short-term convertible

promissory note with Esenjay, which note bears an interest rate of 15% (“Esenjay Note”).

As of June 30, 2020, approximately

$5,290,000 in principal outstanding under the LOC, and approximately $6,710,000 was available for future draws.

In August 2020,

we made an aggregate payment of $1,000,000 to some of our Lenders, including $600,000 to Esenjay, as partial repayment

of the Notes under the LOC.

On August 19, 2020, the Company paid Cleveland the entire remaining principal balance due under the

Cleveland Note, together with all accrued interest payable as of August 19, 2020, in an aggregate amount of approximately $978,000.

On August 31, 2020, outstanding obligations for an aggregate amount of approximately $564,000, consisting of $500,000 in principal

and approximately $64,000 in accrued interest, under the Esenjay Note, was consolidated into the LOC.

As of August 31, 2020, after

the consolidation there was approximately $4,396,000 in principal outstanding under the LOC which is convertible, at the option

of the note holder, into approximately 1,099,000 shares of common stock (subject to any beneficial ownership limitations) at $4.00

As of August 31, 2020, there was approximately $7,604,000 available for future draws.

However, our ability to borrow

under the LOC is at the discretion of the Lenders.

Also, the Lenders have no obligation to disburse such funds and have the right

not to advance funds under the LOC.

In addition, as a secured party, upon an event of default, the Lenders will have a right to

the collateral granted to them under the line of credit, and we may lose our ownership interest in the assets.

conditions may adversely affect consumer spending and the overall general health of our retail customers, which, in turn, may

adversely affect our financial condition, results of operations and cash resources.

about the current and future global economic conditions may cause our customers to defer purchases or cancel purchase orders for

our products in response to tighter credit, decreased cash availability and weakened consumer confidence.

Our financial success

is sensitive to changes in general economic conditions, both globally and nationally.

Recessionary economic cycles, higher interest

borrowing rates, higher fuel and other energy costs, inflation, increases in commodity prices, higher levels of unemployment,

higher consumer debt levels, higher tax rates and other changes in tax laws or other economic factors that may affect consumer

spending or buying habits could continue to adversely affect the demand for our products.

If credit pressures or other financial

difficulties result in insolvency for our customers, it could adversely impact our financial results.

There can be no assurances

that government and consumer responses to the disruptions in the financial markets will restore consumer confidence.

are dependent on a few customers for the majority of our net revenues, and our success depends on demand from OEMs and other users

of our battery products.

a majority of our product sales have been generated from a small number of OEMs and end-user customers, including three (3) customers

who, on an aggregate basis, made up 60% of our sales for the year ended June 30, 2020, and four (4) end-user customers who, on

an aggregate basis, made up 87% of our sales for the year ended June 30, 2019.

As a result, our success depends on continued demand

from this small group of customers and their willingness to incorporate our battery products in their equipment.

The loss of a

significant customer would have an adverse effect on our revenues.

There is no assurance that we will be successful in our efforts

to convince end users to accept our products.

Our failure to gain acceptance of our products could have a material adverse effect

on our financial condition and results of operations.

we expect that our available cash, the existing revolving line of credit with a bank, and the expected net proceeds from our authorized

At-The-Market offering will be sufficient to sustain our operations for the next twelve months, we will likely need to raise additional

capital to support our expanded operations and execute on our business plan.

In order to support our anticipated growth, we may be required

to pursue sources of additional capital through various means, including joint venture projects, sale and leasing arrangements, and debt

or equity financings.

Any new securities that we may issue in the future may be sold on terms more favourable for our new investors than

the terms in which our stockholders acquired their securities.

Newly issued securities may include preferences, superior voting rights,

and the issuance of warrants or other convertible securities that will have additional dilutive effects.

We cannot assure that additional

funds will be available when needed from any source or, if available, will be available on terms that are acceptable to us.

we may incur substantial costs in pursuing future capital and/or financing.

We may also be required to recognize non-cash expenses in

connection with certain securities we may issue, such as convertible notes and warrants, which will adversely impact our financial condition

and results of operations.

Our ability to obtain needed financing may be impaired by such factors as the weakness of capital markets,

and the fact that we have not been profitable, which could impact the availability and cost of future financings.

If the amount of capital

we are able to raise from financing activities, together with our revenues from operations, is not sufficient to satisfy our capital

needs, we may have to reduce our operations accordingly.

conditions may adversely affect consumer spending and the overall general health of our retail customers, which, in turn, may adversely

affect our financial condition, results of operations and cash resources.

about the current and future global economic conditions may cause our customers to defer purchases or cancel purchase orders for our

products in response to tighter credit, decreased cash availability and weakened consumer confidence.

Our financial success is sensitive

to changes in general economic conditions, both globally and nationally.

Recessionary economic cycles, higher interest borrowing rates,

higher fuel and other energy costs, inflation, increases in commodity prices, higher levels of unemployment, higher consumer debt levels,

higher tax rates and other changes in tax laws or other economic factors that may affect consumer spending or buying habits could continue

to adversely affect the demand for our products.

If credit pressures or other financial difficulties result in insolvency for our customers,

it could adversely impact our financial results.

There can be no assurances that government and consumer responses to the disruptions

in the financial markets will restore consumer confidence.

are dependent on a few customers for the majority of our net revenues, and our success depends on demand from OEMs and other users of

our battery products.

a majority of our product sales have been generated from a small number of OEMs and customers, including three (3) customers

who, on an aggregate basis, made up 61% of our sales for the year ended June 30, 2021, and three (3) customers who, on an aggregate

basis, made up 60% of our sales for the year ended June 30, 2020.

As a result, our success depends on continued demand from this small

group of customers and their willingness to incorporate our battery products in their equipment.

The loss of a significant customer would

have an adverse effect on our revenues.

There is no assurance that we will be successful in our efforts to convince end users to accept

our products.

Our failure to gain acceptance of our products could have a material adverse effect on our financial condition and results

of operations.

Additionally,

OEMs, their dealers and battery distributors may be subject to changes in demand for their equipment which could significantly

affect our business, financial condition and results of operations.

business is vulnerable to a near-term severe impact from the COVID-19 outbreak, and the continuation of the pandemic could have

a material adverse impact on our operations and financial condition.

OEMs, their dealers and battery distributors may be subject to changes in demand for their equipment which could significantly affect

our business, financial condition and results of operations.

business is vulnerable to a near-term severe impact from the COVID-19 outbreak, and the continuation of the pandemic could have a material

adverse impact on our operations and financial condition.

COVID-19 pandemic has spread across the globe and is impacting worldwide economic activity.

COVID-19 and another public health

epidemic/pandemic could pose the risk that we or our employees, contractors, customers, suppliers, third party shipping carriers,

government and other partners may be prevented from or limited in their ability to conduct business activities for an indefinite

period of time, including due to the spread of the disease within these groups or due to shutdowns that may be requested or mandated

by governmental authorities.

While it is not possible at this time to estimate the impact that COVID-19 could have on our business,

the continued spread of COVID-19 and the measures taken by the governments of states and countries affected could disrupt, among

other things, the supply chain and the manufacture or shipment of our products.

On March 19, 2020, the governor of California,

the state where our facility is located, issued statewide stay-at-home orders for non-essential workers to help combat the spread

The Company was deemed to be an essential business consistent with announcements by Forklift OEMs and related supply

chain, who support the logistics industry, critical to delivering food and supplies during COVID-19 crisis and we have instituted

processes, policies and workplace procedures in an effort to keep our workers safe while productive.

However, in the future, our

manufacturing operations may be subject to closure or shut down for a variety of reasons.

While the Company implemented COVID-19

measures in March 2020 as recommended by the CDC and governmental authorities, in early July, 2020 the Company was notified that

two employees had recently tested positive for COVID-19.

While manufacturing operations were not materially impacted, future operations

could be affected by the COVID-19 pandemic.

Any substantial disruption in our manufacturing operations from COVID-19, or its related

impacts, would have a material adverse effect on our business and would impede our ability to manufacture and ship products to

our customers in a timely manner, or at all.

COVID-19 and another public health epidemic/pandemic

could pose the risk that we or our employees, contractors, customers, suppliers, third party shipping carriers, government and other

partners may be prevented from or limited in their ability to conduct business activities for an indefinite period of time, including

due to the spread of the disease within these groups or due to shutdowns that may be requested or mandated by governmental authorities.

While it is not possible at this time to estimate the impact that COVID-19 could have on our business, the continued spread of COVID-19

and the measures taken by the governments of states and countries affected could disrupt, among other things, the supply chain and the

manufacture or shipment of our products.

On March 19, 2020, the governor of California, the state where our facility is located, issued

state-wide stay-at-home orders for non-essential workers to help combat the spread of COVID-19.

The Company was deemed to be an essential

business consistent with announcements by Forklift OEMs and related supply chain, who support the logistics industry, critical to delivering

food and supplies during COVID-19 crisis and we have instituted processes, policies and workplace procedures in an effort to keep our

workers safe while productive.

However, in the future, our manufacturing operations may be subject to closure or shut down for a variety

While the Company implemented COVID-19 measures in March 2020 as recommended by the CDC and governmental authorities, since

the start of the pandemic the Company has been notified that a few employees had tested positive for COVID-19.

While manufacturing operations

were not materially impacted, future operations could be affected by the COVID-19 pandemic.

Any substantial disruption in our manufacturing

operations from COVID-19, or its related impacts, would have a material adverse effect on our business and would impede our ability to

manufacture and ship products to our customers in a timely manner, or at all.

effect of the COVID-19 pandemic and its associated restrictions may adversely impact many aspects of our business, including customer

demand, the length of our sales cycles, disruptions in our supply chain, lower the operating efficiencies at our facility, worker

shortages and declining staff morale, and other unforeseen disruptions.

The demand for our products may significantly decline

if the COVID-19 pandemic continues, restrictions are implemented or re-implemented, or the virus resurges and spreads and our

customers suffer losses in their businesses.

For example, due to the COVID-19 crisis, we have experienced requests from airline

customers to delay or reduce some of their orders.

The supply of our raw materials and our supply chain may be disrupted and adversely

impacted by the pandemic.

The occurrence of any of the foregoing events and their adverse effect on capital markets and investor

sentiment may adversely impact our ability to raise capital when needed or on terms favorable to us and our stockholders to fund

our operations, which could have a material adverse effect on our business, financial condition and results of operations.

extent to which the COVID-19 outbreak impacts our results, its effect on near or long-term value of our share price will depend

on future developments that are highly uncertain and cannot be predicted, including new information that may emerge concerning

the severity of the virus and the actions to contain its impact.

demand, the length of our sales cycles, disruptions in our supply chain, lower the operating efficiencies at our facility, worker shortages

and declining staff morale, and other unforeseen disruptions.

The demand for our products may significantly decline if the COVID-19 pandemic

continues, restrictions are implemented or re-implemented, or the virus resurges and spreads and our customers suffer losses in their

The supply of our raw materials and our supply chain may be disrupted and adversely impacted by the pandemic.

The occurrence

of any of the foregoing events and their adverse effect on capital markets and investor sentiment may adversely impact our ability to

raise capital when needed or on terms favourable to us and our stockholders to fund our operations, which could have a material adverse

effect on our business, financial condition and results of operations.

The extent to which the COVID-19 outbreak impacts our results,

its effect on near or long-term value of our share price will depend on future developments that are highly uncertain and cannot be predicted,

including new information that may emerge concerning the severity of the virus and the actions to contain its impact.

do not have long term contracts with our customers.

do not have long-term contracts with our customers.

Future agreements with respect to pricing, returns, promotions, among other

things, are subject to periodic negotiation with each customer.

No assurance can be given that our customers will continue to

do business with us.

The loss of any of our significant customers will have a material adverse effect on our business, results

of operations, financial condition and liquidity.

In addition, the uncertainty of product orders can make it difficult to forecast

our sales and allocate our resources in a manner consistent with actual sales, and our expense levels are based in part on our

expectations of future sales.

If our expectations regarding future sales are inaccurate, we may be unable to reduce costs in a

timely manner to adjust for sales shortfalls.

Future agreements with respect to pricing, returns, promotions, among other things,

are subject to periodic negotiation with each customer.

No assurance can be given that our customers will continue to do business with

The loss of any of our significant customers will have a material adverse effect on our business, results of operations, financial

condition and liquidity.

In addition, the uncertainty of product orders can make it difficult to forecast our sales and allocate our

resources in a manner consistent with actual sales, and our expense levels are based in part on our expectations of future sales.

our expectations regarding future sales are inaccurate, we may be unable to reduce costs in a timely manner to adjust for sales shortfalls.

or perceived hazards associated with Lithium-ion battery technology may affect demand for our products.

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In response, the use and transportation of lithium-ion batteries has been prohibited or restricted in certain circumstances.

publicity has resulted in a public perception that lithium-ion batteries are dangerous and unpredictable.

Although we believe

our battery packs are safe, these perceived hazards may result in customer reluctance to adopt our lithium-ion based technology.

products may experience quality problems from time to time that could result in negative publicity, litigation, product recalls

and warranty claims, which could result in decreased revenues and harm to our brands.

This publicity

has resulted in a public perception that lithium-ion batteries are dangerous and unpredictable.

Although we believe our battery packs

are safe, these perceived hazards may result in customer reluctance to adopt our lithium-ion based technology.

products may experience quality problems from time to time that could result in negative publicity, litigation, product recalls and warranty

claims, which could result in decreased revenues and harm to our brands.

catastrophic failure of our battery modules could cause personal or property damages for which we would be potentially liable.

Damage to or the failure of our battery packs to perform to customer specifications could result in unexpected warranty expenses

or result in a product recall, which would be time consuming and expensive.

Such circumstances could result in negative publicity

or lawsuits filed against us related to the perceived quality of our products which could harm our brand and decrease demand for

our products.

to or the failure of our battery packs to perform to customer specifications could result in unexpected warranty expenses or result in

a product recall, which would be time consuming and expensive.

Such circumstances could result in negative publicity or lawsuits filed

against us related to the perceived quality of our products which could harm our brand and decrease demand for our products.

may be subject to product liability claims .

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or improper installation, then we could be exposed to product liability claims.

We could incur significant costs and liabilities

if we are sued and if damages are awarded against us.

Further, any product liability claim we face could be expensive to defend

and could divert management’s attention.

The successful assertion of a product liability claim against us could result in

potentially significant monetary damages, penalties or fines, subject us to adverse publicity, damage our reputation and competitive

position, and adversely affect sales of our products.

In addition, product liability claims, injuries, defects, or other problems

experienced by other companies in the solar industry could lead to unfavorable market conditions for the industry as a whole,

and may have an adverse effect on our ability to attract new customers, thus harming our growth and financial performance.

we carry product liability insurance, it may be insufficient in amount to cover our claims.

could be imposed on lithium-ion batteries or on any other component parts by the United States government or a resulting trade

war could have a material adverse effect on our results of operations.

2018, the United States government announced tariffs on certain steel and aluminum products imported into the United States, which

led to reciprocal tariffs being imposed by the European Union and other governments on products imported from the United States.

The United States government has implemented tariffs on goods imported from China, and additional tariffs on goods imported from

China are under consideration.

lithium-ion battery industry has been subjected to tariffs implemented by the United States government on goods imported from

We could incur significant costs and liabilities if we

are sued and if damages are awarded against us.

Further, any product liability claim we face could be expensive to defend and could divert

management’s attention.

The successful assertion of a product liability claim against us could result in potentially significant

monetary damages, penalties or fines, subject us to adverse publicity, damage our reputation and competitive position, and adversely

affect sales of our products.

In addition, product liability claims, injuries, defects, or other problems experienced by other companies

in the solar industry could lead to unfavorable market conditions for the industry as a whole, and may have an adverse effect on our

ability to attract new customers, thus harming our growth and financial performance.

Although we carry product liability insurance, it

may be insufficient in amount to cover our claims.

could be imposed on lithium-ion batteries or on any other component parts by the United States government or a resulting trade war could

have a material adverse effect on our results of operations.

2018, the United States government announced tariffs on certain steel and aluminum products imported into the United States, which led

to reciprocal tariffs being imposed by the European Union and other governments on products imported from the United States.

States government has implemented tariffs on goods imported from China, and additional tariffs on goods imported from China are under

consideration.

lithium-ion battery industry has been subjected to tariffs implemented by the United States government on goods imported from China.

There is an ongoing risk of new or additional tariffs being put in place on lithium-ion batteries or related part.

all of our lithium-ion batteries are manufactured in China, current and potential tariffs on lithium-ion batteries imported by

us from China could increase our costs, require us to increase prices to our customers or, if we are unable to do so, result in

lower gross margins on the products sold by us.

President of the United States has, at times, threatened to institute even wider ranging tariffs on all goods imported from China.

China has already imposed tariffs on a wide range of American products in retaliation for the American tariffs on steel and aluminum.

Since all of our lithium-ion

batteries are manufactured in China, current and potential tariffs on lithium-ion batteries imported by us from China could increase

our costs, require us to increase prices to our customers or, if we are unable to do so, result in lower gross margins on the products

China has already imposed tariffs on a wide range of American products in retaliation for the American tariffs on steel and

Additional tariffs could be imposed by China in response to actual or threatened tariffs on products imported from China.

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escalation of trade tensions, including a “trade war,”

could have a significant adverse effect on world trade and

the world economy, as well as on our results of operations.

At this time, we cannot predict how the recently enacted tariffs will

impact our business.

Tariffs on components imported by us from China could have a material adverse effect on our business and

results of operations.

are dependent on a limited number of suppliers for our battery cells, and the inability of these suppliers to continue to deliver,

or their refusal to deliver, our battery cells at prices and volumes acceptable to us would have a material adverse effect on

our business, prospects and operating results.

could have a significant adverse effect on world trade and the world

economy, as well as on our results of operations.

At this time, we cannot predict how such enacted tariffs will impact our business.

Tariffs on components imported by us from China could have a material adverse effect on our business and results of operations.

are dependent on a limited number of suppliers for our battery cells, and the inability of these suppliers to continue to deliver, or

their refusal to deliver, our battery cells at prices and volumes acceptable to us would have a material adverse effect on our business,

prospects and operating results.

do not manufacture the battery cells used in our LiFT Packs.

Our battery cells, which are an integral part of our battery products

and systems, are sourced from a limited number of manufacturers located in China.

While we obtain components for our products

and systems from multiple sources whenever possible, we have spent a great deal of time in developing and testing our battery

cells that we receive from our suppliers.

Our battery cells, which are an integral part of our battery products and

systems, are sourced from a limited number of manufacturers located in China.

While we obtain components for our products and systems

from multiple sources whenever possible, we have spent a great deal of time in developing and testing our battery cells that we receive

from our suppliers.

We refer to the battery cell suppliers as our “limited source suppliers.”

To date, we have no qualified alternative sources for our battery cells although we research and assess cells from other suppliers

on an ongoing basis.

Additionally,

our operations are materially dependent upon the continued market acceptance and quality of these manufacturers’

products and their

ability to continue to manufacture products that are competitive and that comply with laws relating to environmental and efficiency standards.

Our inability to obtain products from one or more of these suppliers or a decline in market acceptance of these suppliers’

could have a material adverse effect on our business, results of operations and financial condition.

From time to time we have experienced

shortages, allocations and discontinuances of certain components and products, resulting in delays in filling orders.

Qualifying new

suppliers to compensate for such shortages may be time-consuming and costly.

we may have to recertify our UL Listings for the battery cells from new suppliers, which in turn has led to delays in product acceptance.

Similar delays may occur in the future.

Furthermore, the performance of the components from our suppliers as incorporated in our products

may not meet the quality requirements of our customers.

date, we have no qualified alternative sources for our battery cells although we research and assess cells from other suppliers on an

ongoing basis.

We generally do not maintain long-term agreements with our limited source suppliers.

While we believe that

we will be able to establish additional supplier relationships for our battery cells, we may be unable to do so in the short term

or at all at prices, quality or costs that are favorable to us.

in business conditions, wars, regulatory requirements, economic conditions and cycles, governmental changes and other factors

While we believe that we will be

able to establish additional supplier relationships for our battery cells, we may be unable to do so in the short term or at all at prices,

quality or costs that are favorable to us.

in business conditions, wars, regulatory requirements, economic conditions and cycles, governmental changes, pandemic, and other factors

beyond our control could also affect our suppliers’

ability to deliver components to us on a timely basis or cause us to

terminate our relationship with them and require us to find replacements, which we may have difficulty doing.

Furthermore, if

we experience significant increased demand, or need to replace our existing suppliers, there can be no assurance that additional

supplies of component parts will be available when required on terms that are favorable to us, at all, or that any supplier would

allocate sufficient supplies to us in order to meet our requirements or fill our orders in a timely manner.

In the past, we have

replaced certain suppliers because of their failure to provide components that met our quality control standards.

any limited source supplier or the disruption in the supply of components from these suppliers could lead to delays in the deliveries

of our battery products and systems to our customers, which could hurt our relationships with our customers and also materially

adversely affect our business, prospects and operating results.

ability to deliver components to us on a timely basis or cause us to terminate

our relationship with them and require us to find replacements, which we may have difficulty doing.

Furthermore, if we experience significant

increased demand, or need to replace our existing suppliers, there can be no assurance that additional supplies of component parts will

be available when required on terms that are favorable to us, at all, or that any supplier would allocate sufficient supplies to us in

order to meet our requirements or fill our orders in a timely manner.

In the past, we have replaced certain suppliers because of their

failure to provide components that met our quality control standards.

The loss of any limited source supplier or the disruption in the

supply of components from these suppliers could lead to delays in the deliveries of our battery products and systems to our customers,

which could hurt our relationships with our customers and also materially adversely affect our business, prospects and operating results.

in costs, disruption of supply or shortage of raw materials, in particular lithium-ion phosphate cells, could harm our business.

may experience increases in the costs, or a sustained interruption in the supply or shortage, of raw materials.

Any such cost

increase or supply interruption could materially negatively impact our business, prospects, financial condition and operating

For instance, we are exposed to multiple risks relating to price fluctuations for lithium-iron phosphate cells.

Any such cost increase

or supply interruption could materially negatively impact our business, prospects, financial condition and operating results.

For instance,

we are exposed to multiple risks relating to price fluctuations for lithium-iron phosphate cells.

risks include:

inability or unwillingness of battery manufacturers to supply the number of lithium-iron phosphate cells required to support

our sales as demand for such rechargeable battery cells increases;

inability or unwillingness of battery manufacturers to supply the number of lithium-iron phosphate cells required to support our

sales as demand for such rechargeable battery cells increases;

in the supply of cells due to quality issues or recalls by the battery cell manufacturers;

increase in the cost of raw materials, such as iron and phosphate, used in lithium-iron phosphate cells.

success depends on our ability to develop new products and capabilities that respond to customer demand, industry trends or actions

by our competitors and failure to do so may cause us to lose our competitiveness in the battery industry and may cause our profits

success will depend on our ability to develop new products and capabilities that respond to customer demand, industry trends or

actions by our competitors.

There is no assurance that we will be able to successfully develop new products and capabilities that

adequately respond to these forces.

In addition, changes in legislative, regulatory or industry requirements or in competitive

technologies may render certain of our products obsolete or less attractive.

If we are unable to offer products and capabilities

that satisfy customer demand, respond adequately to changes in industry trends or legislative changes and maintain our competitive

position in our markets, our financial condition and results of operations would be materially and adversely affected .

success depends on our ability to develop new products and capabilities that respond to customer demand, industry trends or actions by

our competitors and failure to do so may cause us to lose our competitiveness in the battery industry and may cause our profits to decline.

success will depend on our ability to develop new products and capabilities that respond to customer demand, industry trends or actions

by our competitors.

There is no assurance that we will be able to successfully develop new products and capabilities that adequately

respond to these forces.

In addition, changes in legislative, regulatory or industry requirements or in competitive technologies may

render certain of our products obsolete or less attractive.

If we are unable to offer products and capabilities that satisfy customer

demand, respond adequately to changes in industry trends or legislative changes and maintain our competitive position in our markets,

our financial condition and results of operations would be materially and adversely affected .

research and development of new products and technologies is costly and time consuming, and there are no assurances that our research

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evolve and/or develop new or enhanced products may cause us to lose competitiveness in the battery market.

In addition, in order

to compete effectively in the renewable battery industry, we must be able to launch new products to meet our customers’

demands in a timely manner.

However, we cannot provide assurance that we will be able to install and certify any equipment needed

to produce new products in a timely manner, or that the transitioning of our manufacturing facility and resources to full production

under any new product programs will not impact production rates or other operational efficiency measures at our manufacturing

In addition, new product introductions and applications are risky, and may suffer from a lack of market acceptance,

delays in related product development and failure of new products to operate properly.

Any failure by us to successfully launch

new products, or a failure by our customers to accept such products, could adversely affect our results.

In addition, in order to compete

effectively in the renewable battery industry, we must be able to launch new products to meet our customers’

demands in a timely

However, we cannot provide assurance that we will be able to install and certify any equipment needed to produce new products

in a timely manner, or that the transitioning of our manufacturing facility and resources to full production under any new product programs

will not impact production rates or other operational efficiency measures at our manufacturing facility.

In addition, new product introductions

and applications are risky, and may suffer from a lack of market acceptance, delays in related product development and failure of new

products to operate properly.

Any failure by us to successfully launch new products, or a failure by us to meet our customers criteria

in order to accept such products, could adversely affect our results.

business will be adversely affected if we are unable to protect our intellectual property rights from unauthorized use or infringement

by third parties.

failure to protect our intellectual proprietary rights could result in our competitors offering similar products, potentially

resulting in the loss of some of our competitive advantage and a decrease in our revenue, which would adversely affect our business,

prospects, financial condition and operating results.

Our success depends, at least in part, on our ability to protect our core

technology and intellectual property.

To accomplish this, we rely on a combination of patents (two issued patents), patent applications,

trade secrets, including know-how, employee and third-party nondisclosure agreements, copyright laws, trademarks, intellectual

property licenses and other contractual rights to establish and protect our proprietary rights in our technology.

failure to protect our intellectual proprietary rights could result in our competitors offering similar products, potentially resulting

in the loss of some of our competitive advantage and a decrease in our revenue, which would adversely affect our business, prospects,

financial condition and operating results.

Our success depends, at least in part, on our ability to protect our core technology and intellectual

To accomplish this, we rely on a combination of patents (two issued patents), patent applications, trade secrets, including

know-how, employee and third-party nondisclosure agreements, copyright laws, trademarks, intellectual property licenses and other contractual

rights to establish and protect our proprietary rights in our technology.

protections provided by patent laws will be important to our future opportunities.

However, such patents and agreements and various

other measures we take to protect our intellectual property from use by others may not be effective for various reasons, including

the following:

patents we have been granted may be challenged, invalidated or circumvented because of the pre-existence of similar patented

or unpatented intellectual property rights or for other reasons;

costs associated with enforcing patents, confidentiality and invention agreements or other intellectual property rights may

make aggressive enforcement impracticable;

and future competitors may independently develop similar technology and/or duplicate our systems in a way that circumvents

patent applications may not result in issued patents, which may have a material adverse effect on our ability to prevent others

from commercially exploiting products similar to ours.

cannot be certain that we are the first creator of inventions covered by pending patent applications or the first to file patent

applications on these inventions, nor can we be certain that our pending patent applications will result in issued patents or

that any of our issued patents will afford protection against a competitor.

In addition, patent applications that we intend to

file in foreign countries are subject to laws, rules and procedures that differ from those of the United States, and thus we cannot

be certain that foreign patent applications related to issue United States patents will be issued.

Furthermore, if these patent

applications issue, some foreign countries provide significantly less effective patent enforcement than in the United States.

However, such patents and agreements and various other

measures we take to protect our intellectual property from use by others may not be effective for various reasons, including the following:

patents we have been granted may be challenged, invalidated or circumvented because of the pre-existence of similar patented or unpatented

intellectual property rights or for other reasons;

costs associated with enforcing patents, confidentiality and invention agreements or other intellectual property rights may make

aggressive enforcement impracticable;

and future competitors may independently develop similar technology and/or duplicate our systems in a way that circumvents our patents.

patent applications may not result in issued patents, which may have a material adverse effect on our ability to prevent others from

commercially exploiting products similar to ours.

cannot be certain that we are the first creator of inventions covered by pending patent applications or the first to file patent applications

on these inventions, nor can we be certain that our pending patent applications will result in issued patents or that any of our issued

patents will afford protection against a competitor.

In addition, patent applications that we intend to file in foreign countries are

subject to laws, rules and procedures that differ from those of the United States, and thus we cannot be certain that foreign patent

applications related to issue United States patents will be issued.

Furthermore, if these patent applications issue, some foreign countries

provide significantly less effective patent enforcement than in the United States.

status of patents involves complex legal and factual questions and the breadth of claims allowed is uncertain.

As a result, we

cannot be certain that the patent applications that we file will result in patents being issued, or that our patents and any patents

that may be issued to us in the near future will afford protection against competitors with similar technology.

In addition, patents

issued to us may be infringed upon or designed around by others and others may obtain patents that we need to license or design

around, either of which would increase costs and may adversely affect our business, prospects, financial condition and operating

As a result, we cannot

be certain that the patent applications that we file will result in patents being issued, or that our patents and any patents that may

be issued to us in the near future will afford protection against competitors with similar technology.

In addition, patents issued to

us may be infringed upon or designed around by others and others may obtain patents that we need to license or design around, either

of which would increase costs and may adversely affect our business, prospects, financial condition and operating results.

rely on trade secret protections through confidentiality agreements with our employees, customers and other parties;

of such agreements could adversely affect our business and results of operations.

rely on trade secrets, which we seek to protect, in part, through confidentiality and non-disclosure agreements with our employees,

customers and other parties.

There can be no assurance that these agreements will not be breached, that we would have adequate

remedies for any such breach or that our trade secrets will not otherwise become known to or independently developed by competitors.

To the extent that consultants, key employees or other third parties apply technological information independently developed by

them or by others to our proposed projects, disputes may arise as to the proprietary rights to such information that may not be

resolved in our favor.

We may be involved from time to time in litigation to determine the enforceability, scope and validity

of our proprietary rights.

Any such litigation could result in substantial cost and diversion of effort by our management and

technical personnel.

business depends substantially on the continuing efforts of the members of our senior management team, and our business may be

severely disrupted if we lose their services.

believe that our success is largely dependent upon the continued service of the members of our senior management team, who are

critical to establishing our corporate strategies and focus, overseeing the execution of our business strategy and ensuring our

continued growth.

Our continued success will depend on our ability to attract and retain a qualified and competent management

team in order to manage our existing operations and support our expansion plans.

Although we are not aware of any change, if any

of the members of our senior management team are unable or unwilling to continue in their present positions, we may not be able

to replace them readily.

Therefore, our business may be severely disrupted, and we may incur additional expenses to recruit and

retain their replacement.

In addition, if any of the members of our senior management team joins a competitor or forms a competing

company, we may lose some of our customers.

we are forced to implement workforce reductions, our staff resources will be stretched making our ability to comply with legal

and regulatory requirements as a Public Company difficult.

can be no assurance that our management team will be able to implement and affect programs and policies in an effective and timely

manner especially if subject to workforce reductions, that adequately respond to increased legal, regulatory compliance and reporting

requirements imposed by such laws and regulations.

Our failure to comply with such laws and regulations could lead to the imposition

of fines and penalties and further result in the deterioration of our business.

the breach of such

agreements could adversely affect our business and results of operations.

rely on trade secrets, which we seek to protect, in part, through confidentiality and non-disclosure agreements with our employees, customers

and other parties.

There can be no assurance that these agreements will not be breached, that we would have adequate remedies for any

such breach or that our trade secrets will not otherwise become known to or independently developed by competitors.

To the extent that

consultants, key employees or other third parties apply technological information independently developed by them or by others to our

proposed projects, disputes may arise as to the proprietary rights to such information that may not be resolved in our favor.

be involved from time to time in litigation to determine the enforceability, scope and validity of our proprietary rights.

Any such litigation

could result in substantial cost and diversion of effort by our management and technical personnel.

business depends substantially on the continuing efforts of the members of our senior management team, and our business may be severely

disrupted if we lose their services.

believe that our success is largely dependent upon the continued service of the members of our senior management team, who are critical

to establishing our corporate strategies and focus, overseeing the execution of our business strategy and ensuring our continued growth.

Our continued success will depend on our ability to attract and retain a qualified and competent management team in order to manage our

existing operations and support our expansion plans.

Although we are not aware of any change, if any of the members of our senior management

team are unable or unwilling to continue in their present positions, we may not be able to replace them readily.

Therefore, our business

may be severely disrupted, and we may incur additional expenses to recruit and retain their replacement.

In addition, if any of the members

of our senior management team joins a competitor or forms a competing company, we may lose some of our customers.

we are forced to implement workforce reductions, our staff resources will be stretched making our ability to comply with legal and regulatory

requirements as a Public Company difficult.

can be no assurance that our management team will be able to implement and affect programs and policies in an effective and timely manner

especially if subject to workforce reductions, that adequately respond to increased legal, regulatory compliance and reporting requirements

imposed by such laws and regulations.

Our failure to comply with such laws and regulations could lead to the imposition of fines and

penalties and further result in the deterioration of our business.

with changing regulations concerning corporate governance and public disclosure may result in additional expenses.

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These new or changed

laws, regulations and standards are subject to varying interpretations in many cases due to their lack of specificity, and, as

a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies, which

could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure

and governance practices.

As a result, our efforts to comply with evolving laws, regulations and standards are likely to continue

to result in increased general and administrative expenses and a diversion of management time and attention from revenue-generating

activities to compliance activities.

Members of our Board of Directors and our chief executive officer and chief financial officer

could face an increased risk of personal liability in connection with the performance of their duties.

As a result, we may have

difficulty attracting and retaining qualified directors and executive officers, which could harm our business.

If the actions

we take in our efforts to comply with new or changed laws, regulations and standards differ from the actions intended by regulatory

or governing bodies, we could be subject to liability under applicable laws or our reputation may be harmed.

addition, Sarbanes-Oxley specifically requires, among other things, that we maintain effective internal controls for financial

reporting and disclosure of controls and procedures.

In particular, we must perform system and process evaluation and testing

of our internal controls over financial reporting to allow management to report on the effectiveness of our internal controls

over financial reporting, as required by Section 404 of Sarbanes-Oxley.

Our testing, or the subsequent testing by our independent

registered public accounting firm, when required, may reveal deficiencies in our internal controls over financial reporting that

are deemed to be material weaknesses.

Our compliance with Section 404 will require that we incur substantial accounting expense

and expend significant management efforts.

We currently do not have an internal audit group, and we will need to hire additional

accounting and financial staff with appropriate public company experience and technical accounting knowledge.

Moreover, if we

are not able to comply with the requirements of Section 404 in a timely manner, or if we or our independent registered public

accounting firm identifies deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses,

the market price of our stock could decline, and we could be subject to sanctions or investigations by the SEC or other regulatory

authorities, which would require additional financial and management resources.

laws, regulations and standards are subject to varying interpretations in many cases due to their lack of specificity, and, as a result,

their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies, which could result

in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance

As a result, our efforts to comply with evolving laws, regulations and standards are likely to continue to result in increased

general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance

Members of our Board of Directors and our chief executive officer and chief financial officer could face an increased risk

of personal liability in connection with the performance of their duties.

As a result, we may have difficulty attracting and retaining

qualified directors and executive officers, which could harm our business.

If the actions we take in our efforts to comply with new or

changed laws, regulations and standards differ from the actions intended by regulatory or governing bodies, we could be subject to liability

under applicable laws or our reputation may be harmed.

addition, Sarbanes-Oxley specifically requires, among other things, that we maintain effective internal controls for financial reporting

and disclosure of controls and procedures.

In particular, we must perform system and process evaluation and testing of our internal controls

over financial reporting to allow management to report on the effectiveness of our internal controls over financial reporting, as required

by Section 404 of Sarbanes-Oxley.

Our testing, or the subsequent testing by our independent registered public accounting firm, when required,

may reveal deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses.

Our compliance with

Section 404 will require that we incur substantial accounting expense and expend significant management efforts.

We currently do not

have an internal audit group, and we may need to hire additional accounting and financial staff with appropriate public company experience

and technical accounting knowledge.

Moreover, if we are not able to comply with the requirements of Section 404 in a timely manner, or

if we or our independent registered public accounting firm identifies deficiencies in our internal controls over financial reporting

that are deemed to be material weaknesses, the market price of our stock could decline, and we could be subject to sanctions or investigations

by the SEC or other regulatory authorities, which would require additional financial and management resources.

may face significant costs relating to environmental regulations for the storage and shipment of our lithium-ion battery packs.

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of various components of advanced energy storage systems.

Although we believe that our operations are in material compliance with

applicable environmental regulations, there can be no assurance that changes in such laws and regulations will not impose costly

compliance requirements on us or otherwise subject us to future liabilities.

Moreover, Federal, state, and local governments may

enact additional regulations relating to the manufacture, storage, transportation, and disposal of components of advanced energy

storage systems.

Compliance with such additional regulations could require us to devote significant time and resources and could

adversely affect demand for our products.

There can be no assurance that additional or modified regulations relating to the manufacture,

storage, transportation, and disposal of components of advanced energy systems will not be imposed.

disasters, public health crises, political crises and other catastrophic events or other events outside of our control may damage

our sole facility or the facilities of third parties on which we depend, and could impact consumer spending.

sole production facility is located in southern California near major geologic faults that have experienced earthquakes in the

Although we believe that our operations are in material compliance with applicable

environmental regulations, there can be no assurance that changes in such laws and regulations will not impose costly compliance requirements

on us or otherwise subject us to future liabilities.

Moreover, Federal, state, and local governments may enact additional regulations

relating to the manufacture, storage, transportation, and disposal of components of advanced energy storage systems.

Compliance with

such additional regulations could require us to devote significant time and resources and could adversely affect demand for our products.

There can be no assurance that additional or modified regulations relating to the manufacture, storage, transportation, and disposal

of components of advanced energy systems will not be imposed.

disasters, public health crises, political crises and other catastrophic events or other events outside of our control may damage our

sole facility or the facilities of third parties on which we depend, and could impact consumer spending.

sole production facility is located in southern California near major geologic faults that have experienced earthquakes in the past.

An earthquake or other natural disaster or power shortages or outages could disrupt our operations or impair critical systems.

Any of these disruptions or other events outside of our control could affect our business negatively, harming our operating results.

In addition, if our sole facility, or the facilities of our suppliers, third-party service providers or customers, is affected

by natural disasters, such as earthquakes, tsunamis, power shortages or outages, floods or monsoons, public health crises, such

as pandemics and epidemics, political crises, such as terrorism, war, political instability or other conflict, or other events

outside of our control, our business and operating results could suffer.

Moreover, these types of events could negatively impact

consumer spending in the impacted regions or, depending upon the severity, globally, which could adversely impact our operating

these disruptions or other events outside of our control could affect our business negatively, harming our operating results.

if our sole facility, or the facilities of our suppliers, third-party service providers or customers, is affected by natural disasters,

such as earthquakes, tsunamis, power shortages or outages, floods or monsoons, public health crises, such as pandemics and epidemics,

political crises, such as terrorism, war, political instability or other conflict, or other events outside of our control, our business

and operating results could suffer.

Moreover, these types of events could negatively impact consumer spending in the impacted regions

or, depending upon the severity, globally, which could adversely impact our operating results.

Similar disasters occurring at our vendors’

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critical information or expose us to liability, which could adversely affect our business and our reputation.

utilize information technology systems and networks to process, transmit and store electronic information in connection with our

business activities.

As the use of digital technologies has increased, cyber incidents, including deliberate attacks and attempts

to gain unauthorized access to computer systems and networks and divert financial resources, have increased in frequency and sophistication.

These threats pose a risk to the security of our systems and networks and the confidentiality, availability and integrity of our

data, all of which are vital to our operations and business strategy.

There can be no assurance we will succeed in preventing

cyber-attacks or successfully mitigating their effects.

implementing security measures, any of the internal computer systems belonging to us or our suppliers are vulnerable to damage

from computer viruses, unauthorized access, natural disasters, terrorism, war, and telecommunication and electrical failure.

system failure, accident, security breach or data breach that causes interruptions could result in a material disruption of our

product development programs.

Further, our information technology and other internal infrastructure systems, including firewalls,

servers, leased lines and connection to the Internet, face the risk of systemic failure, which could disrupt our operations.

any disruption or security breach results in a loss or damage to our data or applications, or inappropriate disclosure of confidential

or proprietary information, we may incur resulting liability, and competitive position may be adversely affected, and the further

development of our products may be delayed.

Furthermore, we may incur additional costs to remedy the damage caused by these disruptions

or security breaches.

utilize information technology systems and networks to process, transmit and store electronic information in connection with our business

As the use of digital technologies has increased, cyber incidents, including deliberate attacks and attempts to gain unauthorized

access to computer systems and networks and divert financial resources, have increased in frequency and sophistication.

These threats

pose a risk to the security of our systems and networks and the confidentiality, availability and integrity of our data, all of which

are vital to our operations and business strategy.

There can be no assurance we will succeed in preventing cyber-attacks or successfully

mitigating their effects.

implementing security measures, any of the internal computer systems belonging to us or our suppliers are vulnerable to damage from computer

viruses, unauthorized access, natural disasters, terrorism, war, and telecommunication and electrical failure.

Any system failure, accident,

security breach or data breach that causes interruptions could result in a material disruption of our product development programs.

our information technology and other internal infrastructure systems, including firewalls, servers, leased lines and connection to the

Internet, face the risk of systemic failure, which could disrupt our operations.

If any disruption or security breach results in a loss

or damage to our data or applications, or inappropriate disclosure of confidential or proprietary information, we may incur resulting

liability, and competitive position may be adversely affected, and the further development of our products may be delayed.

we may incur additional costs to remedy the damage caused by these disruptions or security breaches.

Related to Our Common Stock and Market

market price of our common stock could become volatile or our trading volume become weak, either of which could lead to the price

of our stock being depressed at a time when you may want to sell.

On August 14, 2020, our

common stock commenced trading on The NASDAQ Capital Market under the symbol “FLUX.”

Prior to the listing on The NASDAQ

Capital Market, our common stock was quoted on the OTCQB.

We cannot predict the extent to which investor interest in our common

stock will lead to the development of an active trading market on that stock exchange or any other exchange in the future.

market for our common stock may never develop.

We cannot assure you that the volume of trading in shares of our common stock will

increase in the future.

The trading price of our common stock has experienced volatility while trading on the OTCQB and is likely

to continue to be highly volatile in response to numerous factors, many of which are beyond our control, including, without limitation,

the following:

earnings releases, actual or anticipated changes in our earnings, fluctuations in our operating results or our failure to

meet the expectations of financial market analysts and investors;

market price of our common stock could become volatile or our trading volume become weak, either of which could lead to the price of

our stock being depressed at a time when you may want to sell.

August 14, 2020, our common stock commenced trading on The NASDAQ Capital Market under the symbol “FLUX.”

We cannot predict

the extent to which investor interest in our common stock will lead to the development of an active trading market on that stock exchange

or any other exchange in the future.

An active market for our common stock may never develop.

We cannot assure you that the volume of

trading in shares of our common stock will increase in the future.

The trading price of our common stock has experienced volatility and

is likely to continue to be highly volatile in response to numerous factors, many of which are beyond our control, including, without

limitation, the following:

earnings releases, actual or anticipated changes in our earnings, fluctuations in our operating results or our failure to meet the

expectations of financial market analysts and investors;

in financial estimates by securities analysts, if any, who might cover our stock;

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market price and volume fluctuations of other publicly traded companies and, in particular, those that are in our industry;

“public float”

in the hands of a small number of persons whose sales or lack of sales could result in positive

or negative pricing pressure on the market price for our common stock;

demand for our products;

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or departures of key personnel.

volatility of the trading price of our common stock may impact your ability to sell your shares of common stock at an acceptable

price, if at all.

have convertible debt which may be converted into shares of our common stock which would cause dilution to our stockholders.

of September 25, 2020, we had an aggregate of approximately $4,396,000 in principal balance outstanding under the LOC, which may

be converted into approximately 1,099,000 shares of common stock (subject to any beneficial ownership limitations) shares of our

common stock at $4.00 per share at the option of the holder.

If the convertible debt holders exercise their right to convert the

convertible debt into shares of common stock, this will cause an immediate dilution to existing stockholders.

In addition, because

the shares of common stock to be received upon the conversion of the convertible debt may be sold in the market in the future,

the resale of a large number of shares of common stock upon the conversion of the convertible debt may adversely affect the market

price of our common stock.

volatility of the trading price of our common stock may impact your ability to sell your shares of common stock at an acceptable price,

ownership of our stock is highly concentrated in our management, and we have one controlling stockholder.

of September 10, 2021, our directors and executive officers, and their respective affiliates beneficially owned approximately 34.8%

42.7% of our outstanding common stock, including common stock underlying options, warrants and convertible debt that were exercisable

or convertible or which would become exercisable or convertible within 60 days.

Michael Johnson, our director and beneficial owner

of Esenjay, beneficially owns approximately 40.2% of such outstanding common stock.

As a result of their ownership, our directors

and executive officers and their respective affiliates collectively, and Esenjay, individually, are able to significantly influence

all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions.

This concentration of ownership may also have the effect of delaying or preventing a change in control.

of our outstanding common stock, including common stock underlying options, and warrants that were exercisable or convertible or which

would become exercisable or convertible within 60 days.

Michael Johnson, our director and beneficial owner of Esenjay, beneficially owns

approximately 32.5% of such outstanding common stock.

As a result of their ownership, our directors and executive officers and their

respective affiliates collectively, and Esenjay, individually, are able to significantly influence all matters requiring stockholder

approval, including the election of directors and approval of significant corporate transactions.

This concentration of ownership may

also have the effect of delaying or preventing a change in control.

do not intend to pay dividends on shares of our common stock for the foreseeable future.

have never declared or paid any cash dividends on shares of our common stock.

We intend to retain any future earnings to fund

the operation and expansion of our business and, therefore, we do not anticipate paying cash dividends on shares of our common

stock in the foreseeable future.

our common stock is listed on The NASDAQ Capital Market, there can be no assurance that we will be able to comply with continued

listing standards of The NASDAQ Capital Market.

our common stock is listed on The NASDAQ Capital Market, we cannot assure you that we will be able to continue to comply with

the minimum bid price requirement, stockholder equity requirement and the other standards that we are required to meet in order

to maintain a listing of our common stock on The NASDAQ Capital Market.

Our failure to continue to meet these requirements may

result in our common stock being delisted from The NASDAQ Capital Market.

There can be no assurance that our common stock will

continue to trade on The Nasdaq Capital Market or trade on the over-the counter markets or any public market in the future.

the event our common stock is delisted, our stock price and market liquidity of our stock will be adversely affected which will

impact your ability to sell your securities in the market.

We intend to retain any future earnings to fund the operation

and expansion of our business and, therefore, we do not anticipate paying cash dividends on shares of our common stock in the foreseeable

our common stock is listed on The NASDAQ Capital Market, there can be no assurance that we will be able to comply with continued listing

standards of The NASDAQ Capital Market.

our common stock is listed on The NASDAQ Capital Market, we cannot assure you that we will be able to continue to comply with the minimum

bid price requirement, stockholder equity requirement and the other standards that we are required to meet in order to maintain a listing

of our common stock on The NASDAQ Capital Market.

Our failure to continue to meet these requirements may result in our common stock being

delisted from The NASDAQ Capital Market.

There can be no assurance that our common stock will continue to trade on The Nasdaq Capital

Market or trade on the over-the counter markets or any public market in the future.

In the event our common stock is delisted, our stock

price and market liquidity of our stock will be adversely affected which will impact your ability to sell your securities in the market.

Stock may be issued under our Articles of Incorporation which may have superior rights to our common stock.

Articles of Incorporation authorize the issuance of up to 500,000 shares of preferred stock.

The preferred stock may be issued

in one or more series, the terms of which may be determined at the time of issuance.

These terms may include voting rights including

the right to vote as a series on particular matters, preferences as to dividends and liquidation, conversion rights, redemption

rights and sinking fund provisions.

In addition, these voting, conversion and exchange rights of preferred stock could negatively

affect the voting power or other rights of our common stockholders.

The issuance of any preferred stock could diminish the rights

of holders of our common stock, or delay or prevent a change of control of our Company, and therefore could reduce the value of

such common stock.

The preferred stock may be issued in one

or more series, the terms of which may be determined at the time of issuance.

These terms may include voting rights including the right

to vote as a series on particular matters, preferences as to dividends and liquidation, conversion rights, redemption rights and sinking

fund provisions.

In addition, these voting, conversion and exchange rights of preferred stock could negatively affect the voting power

or other rights of our common stockholders.

The issuance of any preferred stock could diminish the rights of holders of our common stock,

or delay or prevent a change of control of our Company, and therefore could reduce the value of such common stock.

1B - UNRESOLVED STAFF COMMENTS

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors