What changed in this filing

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Item 1. Business

2025-01-29 compared with 2023-09-21 · 277 added, 188 removed, 193 unchanged (71% of the section changed)

design, develop, manufacture, and sell a portfolio of advanced lithium-ion energy storage solutions for electrification of a range of

industrial commercial sectors which include material handling, airport ground support equipment (“GSE”), and other commercial

and industrial applications.

We believe our mobile and stationary energy storage solutions provide our customers a reliable, high performing,

cost effective, and more environmentally friendly alternative as compared to traditional lead acid and propane-based solutions.

and scalable design allows different configurations of lithium-ion battery packs to be paired with our proprietary wireless battery management

system to provide the level of energy storage required and “state of the art” real time monitoring of pack performance.

believe that the increasing demand for lithium-ion battery packs and more environmentally friendly energy storage solutions in the material

handling sector should continue to drive our revenue growth.

long-term strategy is to meet the rapidly growing demand for lithium-ion energy solutions and to be the supplier of choice, targeting

large companies having demanding energy storage needs.

We have established selling relationships equipment OEMs and customers with large

fleets of forklifts and GSEs.

We intend to reach this goal by investing in research and development to expand our product mix, by expanding

our sales and marketing efforts, improving our customer support efforts and continuing our efforts to increase production capacity and

efficiencies.

Our research and development efforts will continue to focus on providing adaptable, reliable and cost-effective energy

storage solutions for our customers.

design, develop, manufacture, and sell a portfolio of advanced lithium-ion energy storage solutions for electrification of a range

of industrial commercial sectors which include material handling, airport ground support equipment (“GSE”), and other

commercial and industrial applications.

We believe our mobile and stationary energy storage solutions provide our customers a

reliable, high performing, cost effective, and more environmentally friendly alternative as compared to traditional lead acid and

propane-based solutions.

Our modular and scalable design allows different configurations of lithium-ion energy storage solutions to

be paired with our proprietary wireless battery management system to provide the level of energy storage required and “state

of the art” real time monitoring of pack performance.

We believe that the increasing demand for lithium-ion energy storage

solutions and more environmentally friendly energy storage solutions in the material handling sector should continue to drive our

revenue growth.

long-term strategy is to meet the rapidly growing demand for lithium-ion energy solutions and to be the supplier of choice,

targeting large companies having demanding energy storage needs.

We have established selling relationships with equipment OEMs and

customers with large fleets of forklifts and GSE.

We intend to reach this goal by investing in research and development to expand

our product mix, by expanding our sales and marketing efforts, improving our customer support efforts and continuing our efforts to

increase production capacity and efficiencies.

Our research and development efforts will continue to focus on providing adaptable,

reliable and cost-effective energy storage solutions for our customers.

largest sector of penetration thus far has been the material handling sector which we believe is a multi-billion-dollar addressable

We believe the sector will provide us with an opportunity to grow our business as we enhance our product mix and service levels

and grow our sales to large fleets of forklifts and GSEs.

Applications of our modular packs for other industrial and commercial uses,

such as solar energy storage, are providing additional current growth and further opportunities.

We intend to continue to expand our

supply chain and customer partnerships and seek further partnerships and/or acquisitions that provide synergy to meeting our growth and

“building scale” objectives.

We believe the sector will provide us with an opportunity to grow our business as we enhance our product mix and service

levels and grow our sales to large fleets of forklifts and GSE.

Applications of our modular packs for other industrial and

commercial uses, such as mobile energy storage, are providing additional current and future growth opportunities.

continue to expand and diversify our supply chain and customer base and seek further partnerships that provide synergy to

meeting our growth and “building scale” objectives.

Chain Issues and Higher Procurement Costs

Disruptions from the COVID-19 pandemic over the past several years have largely abated.

We addressed supply chain

challenges with improved vendor selection, and improved supply chain internal practices.

However, we have experienced

shipment delays of battery packs for some forklift models that have experienced production delays.

We have seen recent improvements in

shipment timing.

However, there can be no assurance that our price

increases, inventory levels or any future steps we take will be sufficient to offset the rising procurement costs and manage sourcing

of raw materials and component parts effectively.

support the continued growth of our business and long-term strategy, our highest priority in the coming quarters will be to achieve

“profitability,” specifically, cash flow breakeven.

Accordingly, we will continue to pursue supply chain improvements,

gross margin expansion initiatives, and cost reductions.

In addition, we are focusing on

business expansion to accelerate gross margins by:

current high-profile “proven customer relationships” to respond to growing demand

of large fleets for lithium-ion value proposition.

new market that can leverage our technology and manufacturing capabilities.

features of our popular “SkyBMS” (telemetry) which provides customized fleet

management, and real time reports.

our manufacturing and service capacities to ensure customer satisfaction from increased deliveries,

on our leadership position with new offerings.

we are “agnostic to the type of lithium chemistry,” ensure our research to support

other chemistries as they may become available.

Ensure we have leadership with our core technology,

without dependence on purchasing critical technology.

from the COVID-19 pandemic over the past several years have been largely abated.

We addressed supply chain challenges with improved

vendor selection, and improved supply chain internal practices.

However, we have experienced recent shipment delays of battery packs

for some forklift models as a result of production delays from our suppliers.

We have seen recent improvements in shipment timing.

there can be no assurance that our price increases, inventory levels or any future steps we take will be sufficient to offset the

rising procurement costs and manage sourcing of raw materials and component parts effectively.

near-term priorities will be to achieve “profitability,” specifically, cash flow breakeven, within our capital constraints.

Accordingly, we will

continue to pursue supply chain improvements, gross margin expansion initiatives, and cost reductions.

In addition, we are focusing

on business expansion to accelerate gross margins by:

current high-profile “proven customer relationships” to respond to growing demand of large fleets for lithium-ion value

new markets that can leverage our technology and manufacturing capabilities;

features of our popular “SkyBMS” (telemetry) which provides customized fleet management, and real time reports;

our manufacturing and service capacities to ensure customer satisfaction from increased deliveries, and service;

on our leadership position with new product offerings, particularly to exploit the rising demand for higher power applications;

we are “agnostic to the type of lithium chemistry,” ensuring our research efforts support other chemistries as they may become

can be no assurance that these initiatives and efforts will be successful.

Management Transition

On November 20, 2024,

Dutt, our chairman and Chief Executive Officer, notified the Company’s Board of Directors of his intentions to

retire from his positions upon the appointment of a new Chief Executive Officer.

The Board has commenced a search for a new Chief Executive Officer

Dutt will remain with the Company through the search and transition period.

Credit Facility

July 28, 2023, we entered into a certain Loan and Security Agreement (the “Agreement”) with Gibraltar Business Capital, LLC,

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five (5) increases are made.

Outstanding principal under the GBC Credit Facility accrues interest at Secured Overnight Financing Rate (“SOFR”, as defined in the Agreement)

plus five and one half of one percent (5.50%) per annum with such interest payment is due monthly on the last day of the month.

event of default, the amounts due under the Agreement bears interest at a rate per annum equal to three percent (3.0%) above the rate

that is otherwise applicable to such amounts.

We paid GBC a non-refundable closing fee for the GBC Credit Facility of $112,500 upon the execution of the Agreement.

In addition, we are required to pay a monthly unused line fee equal to one-half of one percent

(0.50%) per annum on the difference between the Revolving Loan Commitment and the average outstanding principal balance of the revolving

loan(s) for such month.

The obligations under the GBC Credit Facility may be prepaid in whole or in part at any time upon an exit fee

of (a) two percent (2.00%) of the Revolving Loan Commitment if the obligations are paid in full during the first year after the closing

date, or (b) one percent (1.00%) of the Revolving Loan Commitment if the obligations are paid in full one year after the closing date, provided, that, the exit fee will be waived if such prepayment occurs in connection with the refinancing

Outstanding principal under the GBC Credit Facility accrues interest at Secured Overnight Financing Rate

(“SOFR”, as defined in the Agreement) plus five and one half of one percent (5.50%) per annum with such interest payment due monthly on the last day of the month.

In the event of default, the amounts due under the Agreement bears interest at a rate per

annum equal to three percent (3.0%) above the rate that is otherwise applicable to such amounts.

We paid GBC a non-refundable closing

fee for the GBC Credit Facility of $112,500 upon the execution of the Agreement.

In addition, we are required to pay a monthly unused

line fee equal to one-half of one percent (0.50%) per annum on the difference between the Revolving Loan Commitment and the average outstanding

principal balance of the revolving loan(s) for such month.

The obligations under the GBC Credit Facility may be prepaid in whole or in

part at any time upon an exit fee of (a) two percent (2.00%) of the Revolving Loan Commitment if the obligations are paid in full during

the first year after the closing date, or (b) one percent (1.00%) of the Revolving Loan Commitment if the obligations are paid in full

one year after the closing date, provided, that, the exit fee will be waived if such prepayment occurs in connection with the refinancing

of the obligations with Bank of America, N.A., as lender.

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Property Security Agreement entered into by and among the Company and GBC on July 28, 2023.

connection with the entry into the Agreement and the repayment in full of the principal amount

outstanding under SVB Credit Facility together with total accrued and unpaid interest and related fees with a portion of the funds from

the GBC Credit Facility on July 28, 2023, we terminated the Loan and Security Agreement, dated as of November 9, 2020, as amended ,

by and among SVB and the Company.

April 2024, we notified GBC of a certain event of default with respect to the Company’s anticipated failure to maintain the EBITDA

covenant for the trailing three (3) month period ended April 30, 2024, (the “Default”).

On May 8, 2024, the Company received a waiver from GBC, (the “Waiver”) which

waived the Default, subject to satisfaction of the following conditions:

(i) receipt of a counterpart of the Waiver duly executed by

(ii) receipt of the waiver fee of $20,000;

(iii) receipt of the representations and warranties from us that after giving effect to

the Waiver, the representations and warranties contained in the Agreement, the Waiver and the other Loan Documents shall be true and

and (iv) after giving effect to the Waiver, no additional event of default shall have occurred and be continuing on and as of

the effective date of the Waiver.

May 31, 2024, we entered into the Third Amendment to Loan and Security Agreement (the “Third Amendment”) with GBC which amended

certain terms of the Loan and Security Agreement dated July 28, 2023, including but not limited to amending the EBITDA Minimum financial

In consideration for the Third Amendment, the Company agreed to pay GBC a non-refundable amendment fee of $50,000 in cash.

Under the Agreement,

upon an occurrence of an event of default, GBC may, at its option, declare its commitments to the Company to be terminated and all

obligations to be immediately due and payable, all without demand, notice or further action of any kind required on the part of GBC,

and/or exercise other remedies available to it among other things including its rights as a secured party.

On August 30, 2024, GBC

agreed to waive the Company’s non-compliance with, and the effects of its non-compliance under, various representations,

financial covenants and non-financial covenants relating to the Company’s restatement (the “August Waiver”).

On January 17, 2025, GBC agreed to waive our non-compliance with, and the effects of our non-compliance under, various

representations, financial covenants and non-financial covenants relating to our financial restatements and our failure to maintain the

EBITDA Minimum for certain financial periods (the “January Waiver”).

As a result of the August Waiver and January Waiver, the Company expects that its revolving credit facility remains available subject to meeting certain

lending criteria under the Loan Agreement.

On January 22, 2025, we entered into Amendment No.

4 to Loan and Security Agreement (the “Fourth Amendment”)

with GBC which amended certain terms of the Loan and Security Agreement dated July 28, 2023, as amended, relating to the EBITDA Minimum

financial covenant of the Company.

In consideration for the Fourth Amendment, the Company agreed to pay GBC a non-refundable amendment

fee of $50,000 in cash, as follows:

(i) $25,000 shall be due and payable on March 1, 2025, and (ii) $25,000 shall be due and payable on

April 1, 2025.

We rely on our credit

facility with GBC to meet our anticipated capital resources and to fund our operations.

The availability of the GBC Credit Facility

is subject to satisfaction of certain affirmative covenants and financial covenants including maintaining minimum tangible net

worth, and certain limitations on dispositions of assets.

The Agreement also contains usual and customary events of default (with

customary grace periods, as applicable) and provides that, upon the occurrence of an event of default, payment of all amounts

payable under the GBC Credit Facility may be accelerated and/or GBC’s commitment may be terminated by GBC without any action

Due to our inability to satisfy certain financial covenants and other covenants under the agreement with GBC we have

previously needed to obtain waivers from GBC.

In the event we are unable to comply with terms of the Agreement or to obtain a waiver

from GBC, funds will be unavailable to us under the GBC Credit Facility, and our operations, financial condition and business will be

materially and adversely affected.

Stock Market Notices

On October 16, 2024, the Company received a notice (the “October Notice”) from the Listing Qualifications Department (the

“Staff”) of the Nasdaq Stock Market (“Nasdaq”) stating that because the Company had not yet filed its Form 10-K

for the fiscal year ended June 30, 2024 (the “Form 10-K”), the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1)

(the “Listing Rule”), which requires Nasdaq-listed companies to timely file all required periodic financial reports with the

Securities and Exchange Commission.

On November 20, 2024, the Company received a notice (the “November Notice,” together with the October Notice, the “Notices”)

from the Staff of Nasdaq stating that because the Company had not yet filed its Form 10-Q for the period ended September 30, 2024 (the

“Form 10-Q”) and because the Company remains delinquent in filing its Form 10-K (together with the Form 10-Q, the “Delinquent

Reports”), the Company does not comply with the Listing Rule.

The notices stated that the

Company had until December 16, 2024 to submit a plan to regain compliance with the Listing Rule (the “Plan”).

If Nasdaq accepts

the Company’s Plan to regain compliance, then Nasdaq may grant the Company up to 180 calendar days from the Form 10-K filing due

date, or until April 14, 2025, to file the Delinquent Reports to regain compliance.

If Nasdaq does not accept the Company’s Plan, then the

Company will have the opportunity to appeal that decision to a Nasdaq Hearings Panel.

The Notice had no immediate effect on the listing of the Company’s common stock on Nasdaq.

On December 16, 2024, the Company filed a plan with Nasdaq to regain Nasdaq compliance, including requesting an extension to file the

Delinquent Reports by no later than April 14, 2025.

If Nasdaq does not accept the Company’s Plan and the Company fails to prevail

in its appeal to Nasdaq, or if the Company fails to meet the Nasdaq listing requirements and do not regain compliance, the Company’s

common stock will be subject to delisting by Nasdaq.

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

ability of the Company’s stockholders to sell securities in the market.

Further, delisting from Nasdaq

markets could also have other negative effects, including potential loss of confidence by partners, lenders, suppliers and employees.

OF OUR BUSINESS

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solutions that meet our customers’ needs currently and in the foreseeable future.

Our goal is to obtain a UL Listing for all of our Packs, and we recently completed the process for our newest source of battery cells.

We believe this UL Listing provides us a significant competitive

advantage and provides assurance to customers that our technology has been rigorously tested by an independent third party and

determined to be safe, durable and reliable.

Our goal is to obtain a UL Listing for all of our Packs, and we recently completed the process for our newest source

of battery cells.

We believe this UL Listing provides us a significant competitive advantage and provides assurance to customers that

our technology has been rigorously tested by an independent third party and determined to be safe, durable and reliable.

equipment manufacturer (OEM) approvals:

Many of our energy storage packs have been tested and approved for use by Toyota Material

Handling USA, Inc., Crown Equipment Corporation, and The Raymond Corporation, among the top global lift truck manufacturers by revenue

according to Material Handling & Logistics.

We also provide a “private label” Class 3 Walkie Pallet Pack to a major forklift

Many of our energy storage packs have been tested and approved for use by Toyota

Material Handling USA, Inc., Crown Equipment Corporation, and The Raymond Corporation, among the top global lift truck manufacturers

by revenue according to Material Handling & Logistics.

We also provide a “private label” Class 3 Walkie Pallet Pack

to two major top 10 forklift OEMs.

product offering and scalable design:

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Battery Management System:

Critical to our success is our innovative and proprietary versatile BMS that optimizes the performance

of our lithium-ion energy solutions and provides a platform for adding new battery pack features, including customized telemetry (pack

data and reports available anytime, anywhere) for customers.

The BMS serves as the brain of the battery pack, managing cell balancing,

charging, discharging, monitoring and communication between the pack and the forklift.

Our “next generation” versatile BMS

is currently part of our full product lines and provides significant product features for improved customer productivity.

enables ongoing feature development for reduced cost and higher performance.

We have included our proprietary telemetry solution, branded

“SkyBMS” which provides real time reports on pack performance, health, and remaining useful life.

design, develop, test and sell our energy storage packs for use in a broad range of lift trucks, industrial equipment including airport

Critical to our success is our innovative, proprietary and versatile battery management system

(“BMS’) that optimizes the performance of our lithium-ion energy solutions and provides a platform for adding new

energy storage solution features, including customized telemetry (energy storage solution data and reports available anytime, anywhere) for customers who choose this option.

The BMS serves as the brain of the energy storage solution, managing cell balancing, charging, discharging, monitoring and communication

between the pack and the forklift.

Our “next generation” versatile BMS is currently part of our full product lines and

provides significant product features for improved customer productivity.

Our BMS also enables ongoing feature development for

reduced cost and higher performance.

We have included our proprietary telemetry solution, branded “SkyBMS” which

provides real time reports on pack performance, health, and remaining useful life.

design, develop, test and sell our energy storage solutions for use in a broad range of lift trucks, industrial equipment including airport

GSE, and other commercial applications.

Within each of these product segments, we offer a range of power and equipment solutions.

battery pack system design is adaptable with three core design modules used in our entire family of small, medium, and large pack forklift

A scalable modular design allows for core modules to be configured to address a variety of unique power and space requirements.

We also have the capability to offer varying chemistries and configurations based on the specific application.

Currently, our energy

storage packs use lithium iron phosphate (LiFePO4) battery cells, which we source from a variety of overseas suppliers that meet our

power, reliability, safety and other specifications.

Our BMS works with several battery configurations providing the flexibility

to use battery cells developed and manufactured by other suppliers.

We believe we can readily adapt our energy storage packs to incorporate

new chemistries as they become available in the future in order to meet changing customer preferences and to reduce the cost of our products.

energy storage solution system design is adaptable with three core design modules used in our entire family of small, medium, and

large pack forklift products.

A scalable modular design allows for core modules to be configured to address a variety of unique

power and space requirements.

We also have the capability to offer varying chemistries and configurations based on the specific

Currently, our energy storage packs use lithium iron phosphate (LiFePO4) battery cells, which we source from a single supplier located in China, that meet our power, reliability, safety and other specifications.

Our BMS works with several battery

configurations providing the flexibility to use battery cells developed and manufactured by other suppliers.

We believe we can

readily adapt our energy storage packs to incorporate new chemistries as they become available in the future in order to meet

changing customer preferences and to reduce the cost of our products.

also offer 24-volt onboard chargers for our Class 3 Walkie Pallet Packs, and smart “wall mounted” chargers for larger applications.

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Product Update

the second half of the Fiscal 2023, we introduced new product designs to respond to customer requests and to allow for greater operational

During fiscal 2024, we introduced new product designs to respond to customer requests and to allow for greater operational

efficiencies for us.

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to develop and to introduce new product designs for margin enhancement, part commonality and improved serviceability.

In Fiscal 2023, we introduced

the next generation of Material Handling and GSE products, the G2 line.

These seven new products greatly extend the reach of Flux packs

in the Class 1 and 2 forklift market as well as enhancing our offerings for aircraft ground support equipment.

Ranging from 36 to 80 volts

and capacities between 210 and 840 amp-hours, the G2 systems deliver power and versatility.

fiscal 2024, we also introduced the next generation of Material Handling and GSE products, the G2 line.

These seven new products

greatly extend the reach of Flux packs in the Class 1 and 2 forklift market as well as enhancing our offerings for aircraft ground

support equipment.

Ranging from 36 to 80 volts and capacities between 210 and 840 amp-hours, the G2 systems deliver power and

We also added a second “private label” program for a top 10 OEM for Class 3 products.

This program accelerates

our sales and distribution capabilities including representing a leverage point to sell our larger packs to end customers.

shown to provide wider exposure to new potential customers.

Historically,

lithium-ion battery solutions were unable to compete with lead acid and propane-based solutions in industrial applications on the basis

However, the supply of lithium-ion batteries has rapidly expanded, leading to price declines of eighty-five percent (85%) since

2010 according to BloombergNEF.

BloombergNEF also estimates that lithium-ion battery prices, which averaged $1,160 per kilowatt hour

in 2010, were $156 per kWh in 2019 and could drop below $100 per kWh in 2024.

Lithium metal itself represents well less than 5% cost

of our packs.

lithium-ion battery solutions were unable to compete with lead acid and propane-based solutions in industrial applications on the

basis of cost.

However, the supply of lithium-ion batteries has rapidly expanded, leading to price declines of eighty-five percent

(85%) since 2010 according to BloombergNEF.

BloombergNEF also estimates that lithium-ion battery prices, which averaged $1,160 per

kilowatt hour in 2010, were $156 per kWh in 2019 and dropped to $115 per kWh in 2024.

Lithium metal itself represents well

less than 5% of the cost of our energy storage solutions.

sharp decline in the price of lithium-ion batteries has made these energy solutions more cost competitive.

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more favorable environmental and performance characteristics.

We believe our position as a pioneer in the field and our extensive experience

providing lithium-ion based energy storage solutions will enable us to take advantage of this shift in customer preferences.

Equipment - Material Handling Equipment

Reducing our cost per kilowatt of energy enables our value proposition to attract increasing customer demand.

Handling Equipment

focus on energy storage solutions for industrial equipment and related industrial applications because we believe they represent large

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product extensions in the industrial equipment market.

These markets include not only the sale of lithium-ion battery solutions for new

These markets include not only the sale of lithium-ion energy storage solutions for new

equipment but also a replacement market for existing lead acid battery packs.

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500 companies.

the year ended June 30, 2023, we had two (2) major customers that each represented more than 10% of our revenues on an individual basis,

and together represented approximately $38,035,000 or 57% of our total revenues.

During the year ended June 30, 2022, we had four (4)

major customers that each represented more than 10% of our revenues on an individual basis, and together represented approximately $29,254,000

or 69% of our total revenues.

the year ended June 30, 2024, we had three (3) major customers that each represented more than 10% of our revenues on an individual

basis, and together represented approximately $47,178,000 or 78% of our total revenues.

During the year ended June 30, 2023, we had

three (3) major customers (as restated) that each represented more than 10% of our revenues on an individual basis, and together

represented approximately $53,140,000 (as restated) or 80% (as restated) of our total revenues.

During the year ended June 30, 2022,

the Company had four (4) major customers that each represented more than 10% of its revenues on an individual basis, and together

represented approximately $35,229,000 (as restated) or 83% (as restated) of its total revenues.

Toward Lithium-ion Battery Technologies

lithium-ion battery value proposition of higher performance, environmental benefit, and lower life cycle cost is driving an increase

in demand for safe and efficient alternatives to lead acid and propane-based power products.

The lithium-ion value proposition includes

a number of factors impacting customer preferences:

lithium-ion energy storage solutions offer higher performance, environmental benefits, and lower life cycle costs, and these features are driving an

increase in demand for safe and efficient alternatives to lead acid and propane-based power products.

proposition of lithium-ion energy storage solutions includes a number of factors impacting customer preferences:

of Charge/Run Times :

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the ability to optimize the design of the truck based on a smaller footprint for lithium-ion instead of lead acid.

Lithium-ion batteries provide power dense solutions with extended cycle life, reduced maintenance and improved operational

Lithium-ion energy storage solutions provide power dense solutions with extended cycle life, reduced maintenance and improved operational

performance, resulting in lower total cost of ownership.

Energy Used :

we believe our lithium-ion batteries use 20-50% less energy based on our internal studies comparing lithium-ion

we believe our lithium-ion energy storage solutions use 20-50% less energy based on our internal studies comparing lithium-ion

to lead acid.

sell our products through several different channels including OEMs, lift equipment dealers and battery distributors as well as directly

to end users.

In the industrial motive market, OEMs sell their lift products through dealer networks and directly to end customers.

of environmental issues associated with lead acid batteries and to preserve customer choice, industrial lift products are typically sold

without a battery pack.

Equipment dealers source battery packs from battery distributors and battery pack suppliers based on demand or

in response to customer specifications.

End customers may specify a specific type and manufacturer of battery pack to the equipment dealer

or may purchase battery packs from battery distributors or directly from battery suppliers.

direct sales staff is assigned to major geographies throughout North America to collaborate with our sales partners who have an established

customer base.

sell our products through several different channels including OEMs, lift equipment dealers and battery distributors as well as

directly to end users.

In the industrial motive market, OEMs sell their lift products through dealer networks and directly to end

Because of environmental issues associated with lead acid batteries and to preserve customer choice, industrial lift

products are typically sold without a battery pack or an energy storage solution.

Equipment dealers source battery packs from battery distributors and battery

pack suppliers based on demand or in response to customer specifications.

End customers may specify a specific type and manufacturer

of battery pack to the equipment dealer or may purchase battery packs from battery distributors or directly from battery

direct sales staff cover major geographies throughout North America and collaborate with our sales partners who have an

established customer base.

We plan to hire additional sales staff to support our expected sales growth.

In addition, we have developed a nation-wide

sales network of relationships with equipment OEMs, their dealers, and battery distributors.

To support our products, we have a nation-wide

network of service providers, typically forklift equipment dealers and battery distributors, who provide local customer service to large

We also maintain a customer support center and provide Tech Bulletins and training to our service and sales network out of

our corporate headquarters.

We have partnered with an experienced GSE distributor, to market our lithium-ion battery packs for airport

In addition, we have

developed a nationwide sales network of relationships with equipment OEMs, their dealers, and battery distributors.

To support our

products, we have a nationwide network of service providers, typically forklift equipment dealers and battery distributors, who

provide local customer service to large customers.

We also maintain a customer support center and provide Tech Bulletins and

training to our service and sales network out of our corporate headquarters.

We have partnered with an experienced GSE distributor

to market our lithium-ion energy storage solutions for airport GSE.

Manufacturing

than manufacture our own battery cells and be limited to a single chemistry, our battery cells are sourced from a limited number of

manufacturers located in China.

We source the remainder of the components primarily from vendors in the United States.

our BMS to be agnostic to a battery’s lithium-ion chemistry and cell manufacturer.

Despite such flexibility, we have

experienced occasional supply interruptions in the past, and more recently, we have been forced to navigate supply chain and

transportation issues stemming from the global pandemic.

We have made great strides in sourcing alternate suppliers and parts to

minimize future global supply chain disruptions.

We are continuing to monitor and test potential new cell technologies on an ongoing

basis to help mitigate our supply chain risks.

Using Lean Manufacturing principles our final assembly, testing and shipping of our products are completed within our ISO 9001

certified facility in Vista, California, which includes six assembly lines.

than manufacture our own battery cells, our battery cells are currently sourced from one manufacturer located in China.

We source the

remainder of the components primarily from numerous vendors in the United States.

We developed our BMS to be agnostic to a

battery’s lithium-ion chemistry and cell manufacturer.

Despite such flexibility, we have experienced occasional supply

interruptions in the past, and more recently, we have been forced to navigate supply chain and transportation issues stemming from

the global pandemic.

We have made great strides in sourcing alternate suppliers and parts to minimize future global supply chain

We are continuing to monitor and test potential new cell technologies on an ongoing basis to help mitigate our supply

Using Lean Manufacturing principles, our final assembly, testing and shipping of our energy storage solutions are

completed within our ISO 9001 certified facility in Vista, California, which includes six assembly lines.

buy chargers from several sources, including a U.S.

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engineers design, develop, test, and service our advanced lithium-ion energy storage solutions at our company headquarters in Vista,

We believe our strengths include our core competencies and capabilities in designing and developing proprietary technology

for our BMS, lean manufacturing processes, systems engineering, engineering application, and software engineering for both battery packs

and telemetry.

We believe that our ability to develop new features and technology for our BMS is essential to our growth strategy.

We believe our strengths include our core competencies and capabilities in designing and developing proprietary

technology for our BMS, lean manufacturing processes, systems engineering, engineering application, and software engineering for

both energy storage solutions and telemetry.

We believe that our ability to develop new features and technology for our BMS is

essential to our growth strategy.

we continue to develop and expand our product offerings, we anticipate that research and development will continue to be a substantial

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customer base has become increasingly aware of the performance, lifetime cost, and environmental advantages of lithium-ion

At the same time, our competitor base offering lithium-ion solutions has grown from a number of early-stage businesses to

now include several larger companies.

The increasing market activity reflects the double-digit growth of lithium-ion battery pack

adoption and sales.

At the same time, our competitor base offering lithium-ion solutions has grown from a number of early-stage businesses

and now includes several larger companies.

The increasing market activity reflects the double-digit sales growth of lithium-ion

based solutions.

The sales channel includes.

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of our proprietary BMS.

We believe that the UL Listing covering many of our core products is a significant differentiating competitive

advantage, and we intend to extend that advantage by seeking to obtain UL Listings for our other energy storage pack products in the coming

In addition, because our BMS is not reliant on any specific battery cell chemistry, we believe we can adapt rapidly to changes

in advanced battery technology or customer preferences.

We believe having the UL Listing covering our core products gives us a significant differentiating competitive

In addition, because our BMS is not reliant on any specific battery cell chemistry, we believe we can adapt rapidly to

changes in advanced battery technology or customer preferences.

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

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patent position is important to remain competitive.

As of June 30, 2023, we have two issued U.S.

We have filed three (3)

patent applications on advanced technology related to lithium-ion battery packs.

The technology behind these three (3) patents is

of June 30, 2024, we have two issued U.S.

We have filed one new U.S.

patent application on advanced technology related to lithium-ion

energy storage solutions.

The technology behind these three patents is designed to:

battery life by optimizing the charging cycle;

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

users a better understanding of the health of their battery in use;

artificial intelligence to predictively balance the cells for optimal performance.

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Even if granted, there can be no assurance that these pending patent applications will provide us with protection.

We have obtained U.S.

federal trademark registrations for Flux, Flux Power, Flux Power logo.

We have pending

applications to register SkyBMS.

We also believe that we have common law trademark rights to certain marks in addition to those which

we have registered.

have obtained U.S.

federal trademark registrations for Flux, Flux Power, Flux Power logo and Lift.

We have pending applications to register

We also believe that we have common law trademark rights to certain marks in addition to those which we have registered.

obtain a limited number of components and supplies included in our products from a small group of suppliers.

During the year ended June 30, 2023, we had one (1) supplier who accounted for more than 10% of our total purchases,

which represented approximately $17,022,000 or 31% of our total purchases.

During the year ended June

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or 27% of our total purchases.

the year ended June 30, 2023, we had one (1) supplier who accounted for more than 10% of our total purchases, which represented approximately

$17,022,000 or 31% of our total purchases.

During the year ended June 30, 2022 the Company had one (1) supplier who accounted for more than 10% of its total purchases which represented

approximately $13,884,000 or 28% of its total purchases

We currently single

source our battery cells from one Chinese supplier.

We are actively pursuing backup cell suppliers as part of our growth strategy,

efforts to manage the risks of having only one supplier of battery cells and strategies to address potential exposure to tariffs.

addition, with our expanding portfolio of energy storage solutions and expected higher volumes, we will also seek to lower the costs of our component

parts through a network of suppliers

Safety Regulations .

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of June 30, 2024, we had 119 employees.

We engage outside consultants for business development, operations and other functions from time

We engage outside consultants to assist our efforts in business development, operations, finance and other functions from time

None of our employees is currently represented by a trade union.

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The telephone number at our principal executive office is (760)-741-FLUX or (760)-741-3589.

Internet address is www.fluxpower.com.

We make available on our website our annual reports on Form 10-K, quarterly reports on Form 10-Q,

current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act

as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission

Other than the information expressly set forth in this annual report, the information contained, or referred to,

on our website is not part of this annual report.

Company website Internet address is www.fluxpower.com.

We make available on our website our annual reports on Form 10-K, quarterly

reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or

15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the

Securities and Exchange Commission (“SEC”).

Other than the information expressly set forth in this annual report, the

information contained, or referred to, on our website is not part of this annual report.

SEC also maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding

1 unchanged sentence

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 1. Business