Flux Power signs $40 million stock purchase agreement with Roth Principal

Flux Power Holdings, Inc. (NASDAQ: FLUX) entered into a common stock purchase agreement with Roth Principal Investments, LLC on May 15, 2026, providing the company the option to sell up to $40 million of common stock over a 36-month period.

Under the agreement, Flux Power has the discretionary right to direct Roth Principal Investments to purchase shares through various mechanisms including market open purchases, intraday purchases, pre-market purchases, and post-market purchases. The company maintains sole control over the timing and amount of any sales.

The purchase price for shares will be calculated based on volume-weighted average prices during specified trading periods, with discounts of 3.0% for market open and intraday purchases, and 5.25% for pre-market and post-market purchases. Sales are subject to a minimum stock price threshold of $0.50.

The agreement includes volume limitations, with maximum purchases of 2 million shares for market open and intraday purchases, and 1 million shares for pre-market and post-market purchases. Under NASDAQ rules, Flux Power cannot issue more than 4.27 million shares to Roth Principal Investments unless certain conditions are met.

Roth Principal Investments cannot beneficially own more than 4.99% of Flux Power's outstanding shares. The agreement prohibits Roth Principal Investments from short selling the company's stock during the agreement term.

Flux Power paid a $25,000 structuring fee and agreed to pay an $800,000 commitment fee equal to 2% of the total purchase commitment. The company also agreed to reimburse $75,000 in legal fees and up to $7,500 per quarter for ongoing legal costs.

The agreement will terminate after 36 months, when the full $40 million has been purchased, or upon certain other specified conditions.

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