Item 7.01 Regulation FD Disclosure

On January 4, 2023, Flux Power Holdings, Inc. (the "Company") issued a press release which included a letter to its shareholders from the Company's Chief Executive Officer providing, among other things, a corporate update for corporate initiatives accomplished during the calendar year ended 2022 and certain forward-looking projections. The projections included in the press release involve risks and uncertainties, the outcome of which cannot be foreseen at this time and, therefore, actual results may vary materially from these forecasts. In this regard, see the information included in the press release under the caption "Forward-Looking Statements." A copy of the press release is attached hereto as Exhibit 99.1, and is incorporated herein by reference.

The information reported under Item 7.01 in this Current Report on Form 8-K and Exhibit 99.1 attached hereto are being "furnished" and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information contained herein.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.



Exhibit No.   Description
99.1            Press Release "Flux Power Issues Shareholder Letter and Corporate
              Update" dated January 4, 2023
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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