FLUXFlux Power Holdings, Inc. · NASDAQ Capital Market
Effective Supply — the real overhang

From what's tradeable today to what's realistically coming. Bigger = more selling pressure ahead.

16.93M
Reported Float
16.95M
Tradeable Now
(estimated float)
19.37M
Effective Supply
28.02M
Fully Diluted
Dilution risk6/10
CONFIDENCE: MEDIUM
ELEVATEDAssessed Aug 28, 2026Trigger: ReassessmentCRITICALELOC / equity line capacity vs floatHIGHPre-funded warrant / preferred conversion overhang

Score is driven almost entirely by two supply mechanisms and explicitly NOT by fundamentals. (1) Convertible/preferred component (40% weight, sub-score 6): there are no floating-rate death-spiral notes and the Series A conversion price is fixed at $2.058 (3.2x above the $0.64 market) with a Nasdaq Minimum Price floor — but the 258,144 pre-funded warrants are prepaid at $0.001, so the holders receive 2,429,523 common shares regardless of price. That is 14.3% of float, resale-registered since November 2025, no expiration, exercisable any day, at essentially zero cost. Series A anti-dilution protection means sub-$2.058 ELOC issuances can ratchet that count higher. (2) Warrant overhang component (30% weight, sub-score 1): 2,496,198 common warrants at a $4.06 weighted-average strike against a $0.64 stock — every tranche is 2.7x to 11x out of the money with no reset provisions, so this is near-zero actionable risk; the 1,071,430 $7.00 warrants expire September 2026 and will simply lapse. (3) Recent activity component (20% weight, sub-score 7): the company is actively issuing — $5M PIPE (Sep 2025), $11.04M underwritten offering at $2.50 (Nov 2025), a $40M ELOC signed May 2026 and commenced June 2026 with first draws already executed, and 28.4% share-count growth over twelve months. (4) Historical pattern component (10% weight, sub-score 6): five historical reverse splits (1:200, 1:100, 1:10, 1:10, 1:14.5), a demonstrated every-few-months financing cadence, and an open Nasdaq minimum-bid deficiency that management says may be cured with another reverse split. Weighted result ~5.5, rounded up to 6 because the ELOC's registered share count (38.46M) is 178% of shares outstanding and the near-term Exchange Cap alone (4,272,062 shares) plus the pre-funded warrants equals ~40% of current float. Not an 8-10 because the ELOC is company-discretionary (not a lender-controlled floating convert), is hard-capped at 19.999% absent shareholder approval, has a $0.50 price threshold that the $0.64 stock is only 22% above, and draws to date have been trivial (19,609 shares).

Share Structure

Float to Fully Diluted Breakdown

LIKELY STALE

Reported float from Insight Sentry (NASDAQ:FLUX). Adjusted based on SEC filing analysis.

Reported Float16.93M60.4%
Convertible Notes38.44M137.2%
Roth Principal Investments Committed Equity Facility (ELOC) — $40,000,000 commitment, VWAP less 3.0% (Market Open/Intraday) or 5.25% (Pre-/Post-Market) discount
Conv. Price: variable
Est. Shares: ~38.44M (agent-computed)
Cleveland Capital Subordinated Unsecured Promissory Note (SOFR+9%) — RETIRED, converted into Sept 2025 PIPE via Debt Satisfaction Agreement
Conv. Price: fixed
Shares: Variable — cannot estimate
Warrants2.75M9.8%
common1.07M shares at $7
common128K shares at $2.53
common41K shares at $2.23
common41K shares at $3.24
common1.21M shares at $1.715
pre-funded258K shares at $0.001
Options / RSUs966K3.4%
Stock Options966K shares
Other20K0.1%
Float Adjustments20K shares
≈ Estimated Actual Float

Reported float + filing adjustments

16.95M

MEDIUM confidence

Pending Shares as % of Float264.6%

Registered and convertible shares that could enter the float relative to current float size.

Fully Diluted28.02M100%

Share estimates are approximate. Convertible share counts based on current price. Review SEC filings for exact terms.

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Dilution profile
Reverse splits (5)
  • 1-for-10·Jul 12, 2019~7 yr ago
  • 1-for-10·Aug 18, 2017~9 yr ago
  • 1-for-100·Feb 11, 2009~18 yr ago
  • 1-for-200·Oct 21, 2004~22 yr ago
  • 1:14.5·Dec 3, 2002~24 yr ago
Active mechanisms
  • $40M Committed Equity Facility (ELOC) with Roth Principal Investments — effective and being drawn; VWAP less 3.0%/5.25% discount; 38,461,538 shares registered for resale
  • 258,144 pre-funded Preferred Stock Warrants at $0.001 strike, no expiration, convertible into 2,429,523 common shares, resale-registered
  • Series A Preferred 8.0% cumulative PIK dividend — in-kind dividends issue additional preferred, expanding the as-converted common count over time
  • Series A anti-dilution protection triggered by sub-$2.058 issuances (all ELOC draws at ~$0.64-$0.98 qualify)
  • 1,471,212 unexercised options and RSUs/PSUs vesting into common
  • ESPP purchases and option exercises (accounted for ~240,650 of the 260,259 shares added Apr–Aug 2026)
  • Potential reverse split to cure the Nasdaq minimum bid deficiency, which would reset the ELOC Exchange Cap arithmetic

Market Data

Price

$0.59

Market Cap

$12.76M

Outstanding

21.62M

Float

16.93M

Avg Volume

173.7K

Exchange: NASDAQ|Source: Insight Sentry
FLUX Float & Dilution Analysis | ShareStructure.io