Flux Power Holdings, Inc. (FLUX) Earnings Call Transcript & Summary

Greetings. Welcome to Flex Holdings, Inc. Special Meeting of Stockholders Call. [Operator Instructions] Please note this conference is being recorded. I will now turn the conference over to your host, Dale Robinette, Chairman of the Board of Directors. Dale, please go ahead.

Good morning, ladies and gentlemen. I'm Dale Robinette, Chairman of the Board of Directors of Flux Power Holdings Inc. I'll be presiding over this meeting. Along my fellow directors and executive officers of the company I'd like to welcome you to the special meeting of stockholders of Flux Power Holdings, Inc. We appreciate your attendance, your interest and most importantly, your support of the company. The special meeting of the stockholders is held pursuant to the amended and restated bylaws of the company and written notice, which has been provided to all stockholders of record as of July 14, 2025. Before we begin, I'd like to remind you today's meeting may include forward-looking statements, which, by their nature, are uncertain and outside of the company's control. Although these forward-looking statements are based on management's current expectations and beliefs. Actual results may differ materially. For a discussion of some of the factors that could cause actual results to differ, please refer to the Risk Factors section of the company's latest annual and quarterly filings with the SEC. Note also that we assume no obligation to update forward-looking statements except as required by law. You're participating in the meeting virtually. We are pleased to hold our special meeting of stockholders virtually as we aim to increase access and participation. Stockholders may submit questions at any time during this meeting in the space provided on the virtual meeting screen. Questions will be addressed when appropriate or directly to you via the virtual meeting screen. After introducing the directors and officers in attendance and dealing with a few procedural matters, we'll take up the items to be acted upon. Its now slightly after 10 a.m., and I am now calling the meeting to order. The polls for voting on all matters are open. Currently attending the meeting, allowing myself are Krishna Vanka, our Chief Executive Officer and Director; Kevin Royal, our Chief Financial Officer and Secretary; I would also like to introduce the other Board member at today's meeting. Lisa Waltershoffer has served as our Director since 2019. Finally, the company has appointed Emily White of Issuer Direct Corporation to act as the Inspector of Elections. Ms. White is with us today and has taken the oath of Inspector of Election prior to the meeting. All questions regarding the conduct of the voting, qualifications of voters, acceptance or rejection of votes and other matters of procedure will be decided by the Inspector of Elections. The Board of Directors fixed July 14, 2025, as the record date for determining stockholders entitled to vote at this meeting. An affidavit has been delivered attesting to the fact that a notice regarding the Internet availability of proxy materials was mailed on or about August 14, 2025, to all stockholders as of the record date and will be incorporated into the minutes of the meeting. Mr. Royal, will you please report on the number of shares of common stock outstanding and entitled to be voted at this meeting?

The stockholder list shows that as of the record date, there were 16,835,698 shares of common stock outstanding and entitled to vote at this meeting. We are informed by the inspector of elections that they are represented in person or by proxy 10,415,086 shares of common stock representing votes or approximately 62% of the voting power on the record date. Since this represents more than a majority of the voting power of all issued and outstanding stock entitled to vote on the record date, a quorum is present for purposes of transacting business.

Thank you, Mr. Royal. As Chairman, I find that a quorum is present for the purpose of conducting business at this meeting, and I hereby declare that this meeting is legally convened and ready to conduct business. A report of the inspector of elections will be filed with the minutes of this meeting. If you are a record holder of the common stock and would like to inspect the company's stockholder list, please submit a question requesting inspection of the stockholder list through the meeting portal, and we will reach out to you with further information. Now I will present the matters to be voted upon. Please note that we will give stockholders an opportunity to comment on the proposals themselves after all proposals have been presented. Proposal 1 is to consider and vote on a proposal to approve an amendment and restatement of the company's amended and restated articles of incorporation as amended and currently in effect the articles to, among other things; one, increase the aggregate number of authorized shares of preferred stock from 500,000 to 3 million at 0.001 par value per share of preferred stock; two grant the board authority to fix the rights and preferences of the preferred stock by resolution from time to time; and three, designate 1 million shares of preferred stock as Series A convertible preferred stock at 0.001 par value per share, the Series A preferred stock. With rights, preferences, privileges and restrictions all as set forth in the second amended and restated certificate of incorporation the restated articles and substantially the form attached to the proxy statement as Appendix A, the amended proposal. Proposal 2 is to consider and vote on a proposal to approve the reservation and issuance of such number of shares of common stock issuable in connection with the conversion of the shares of Series A preferred stock, which are issuable upon exercise of certain prefunded warrants and exercise of certain common stock warrants issued and issuable pursuant to the securities purchase agreement dated July 18, 2025, and related transaction documents by and among the company and certain investors in connection with a nonpublic offering as more fully described below in the proxy statement, the private placement. Which total issuance could exceed 20% of the amount of outstanding of common stock prior to the private placement for purpose of complying with NASDAQ Listing Rule 5635(d) the share issuance proposal as further discussed in our proxy statement. Proposal 3 is to consider and vote on a proposal to adjourn the meeting to a later date, if necessary or appropriate to permit further solicitation and vote of proxies in the event there are insufficient votes for or otherwise in connection with the approval of the amendment proposal and the share issuance proposal. If any stockholder would like to make a comment regarding any of the proposals, please submit your comment through the virtual meeting screen. All record holders of common stock of the company as of the close of business on July 14, 2025, are entitled to vote at this meeting via telephone, mail, fax, over the Internet or by proxy. Each person that holds shares of common stock is entitled to 1 vote for each share of common stock held in his or her or its name. It is 10:08 a.m. on August 29, 2025, and the polls for voting on all matters are open. All company shareholders who have not voted or wish to change their vote, have the ability to do so online. Stockholders who have sent in proxies or voted via telephone or Internet and do not want to change their vote, do not need to take any further action. [Voting] Now that everyone has had the opportunity to vote, I now declare the polls for the special meeting of stockholders closed at 10:09 a.m. Pacific Standard Time on August 29, 2025. Mr. Royal do we have the preliminary voting results?

We do. We have been informed by the Inspector of Elections that the preliminary vote report shows that Proposal 1, the amendment proposal has been approved. Proposal 2, the share issuance proposal has been approved. And proposal 3, the adjournment proposal has been approved. We will be reporting the final results in a Form 8-K to be filed within 4 business days.

Thank you, Mr. Royal. I hereby request that the final report of the inspectors of election be filed with the minutes of this meeting. You have now heard the results of the voting, and this completes the business to be conducted at this meeting. Therefore, the special meeting of stockholders is now adjourned. Ladies and gentlemen, thank you for attending today's meeting.

This concludes today's conference. You may disconnect at this time. Thank you for your participation.