Cover
Cover - USD ($) | 12 Months Ended | ||
Jun. 30, 2022 | Sep. 12, 2022 | Dec. 31, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Jun. 30, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Current Fiscal Year End Date | --06-30 | ||
Entity File Number | 001-31543 | ||
Entity Registrant Name | FLUX POWER HOLDINGS, INC. | ||
Entity Central Index Key | 0001083743 | ||
Entity Tax Identification Number | 86-0931332 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Address, Address Line One | 2685 S. Melrose Drive | ||
Entity Address, City or Town | Vista | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 92081 | ||
City Area Code | 877 | ||
Local Phone Number | 505-3589 | ||
Title of 12(b) Security | Common Stock, par value $0.001 per share | ||
Trading Symbol | FLUX | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 48,910,000 | ||
Entity Common Stock, Shares Outstanding | 15,998,336 | ||
Documents Incorporated by Reference [Text Block] | None | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Firm ID | 23 | ||
Auditor Name | BAKER TILLY US, LLP | ||
Auditor Location | San Diego, California |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2022 | Jun. 30, 2021 |
Current assets: | ||
Cash | $ 485,000 | $ 4,713,000 |
Accounts receivable | 8,609,000 | 6,097,000 |
Inventories | 16,262,000 | 10,513,000 |
Other current assets | 1,261,000 | 417,000 |
Total current assets | 26,617,000 | 21,740,000 |
Right of use asset | 2,597,000 | 3,035,000 |
Property, plant and equipment, net | 1,578,000 | 1,356,000 |
Other assets | 89,000 | 131,000 |
Total assets | 30,881,000 | 26,262,000 |
Current liabilities: | ||
Accounts payable | 6,645,000 | 7,175,000 |
Accrued expenses | 2,209,000 | 2,583,000 |
Revolving line of credit | 4,889,000 | |
Deferred revenue | 163,000 | 24,000 |
Customer deposits | 175,000 | 171,000 |
Office lease payable, current portion | 504,000 | 435,000 |
Accrued interest | 1,000 | 2,000 |
Total current liabilities | 14,586,000 | 10,390,000 |
Long term liabilities: | ||
Office lease payable, less current portion | 2,361,000 | 2,866,000 |
Total liabilities | 16,947,000 | 13,256,000 |
Stockholders’ equity: | ||
Preferred stock, $0.001 par value; 500,000 shares authorized; none issued and outstanding | ||
Common stock, $0.001 par value; 30,000,000 shares authorized; 15,996,658 and 13,652,164 shares issued and outstanding at June 30, 2022 and June 30, 2021, respectively | 16,000 | 14,000 |
Additional paid-in capital | 95,732,000 | 79,197,000 |
Accumulated deficit | (81,814,000) | (66,205,000) |
Total stockholders’ equity | 13,934,000 | 13,006,000 |
Total liabilities and stockholders’ equity | $ 30,881,000 | $ 26,262,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2022 | Jun. 30, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | |
Preferred Stock, Shares Authorized | 500,000 | |
Preferred Stock, Shares Outstanding | 0 | |
Common Stock, Par or Stated Value Per Share | $ 0.001 | |
Common Stock, Shares Authorized | 30,000,000 | |
Common Stock, Shares, Outstanding | 15,996,658 | 13,652,164 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||
Revenues | $ 42,333,000 | $ 26,257,000 |
Cost of sales | 35,034,000 | 20,467,000 |
Gross profit | 7,299,000 | 5,790,000 |
Operating expenses: | ||
Selling and administrative | 15,515,000 | 12,599,000 |
Research and development | 7,141,000 | 6,669,000 |
Total operating expenses | 22,656,000 | 19,268,000 |
Operating loss | (15,357,000) | (13,478,000) |
Other income (expense): | ||
Other income | 1,307,000 | |
Interest expense | (252,000) | (622,000) |
Net loss | $ (15,609,000) | $ (12,793,000) |
Net loss per share - basic and diluted | $ (1.01) | $ (1.08) |
Weighted average number of common shares outstanding - basic and diluted | 15,439,530 | 11,796,217 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Jun. 30, 2020 | $ 7,000 | $ 46,985,000 | $ (53,412,000) | $ (6,420,000) |
Beginning balance, shares at Jun. 30, 2020 | 7,420,487 | |||
Issuance of common stock, exercised options and RSU settlement, shares | 22,760 | |||
Fair value of warrants issued | 174,000 | $ 174,000 | ||
Stock-based compensation | 797,000 | 797,000 | ||
Net loss | (12,793,000) | (12,793,000) | ||
Issuance of common stock - exercised options and warrants | 55,000 | 55,000 | ||
Issuance of common stock - exercised options and warrants, shares | 55,195 | |||
Issuance of common stock, net of costs | $ 4,000 | 22,796,000 | 22,800,000 | |
Issuance of common stock, net of costs, shares | 4,078,032 | |||
Issuance of common stock - private placement transactions, net | $ 1,000 | 3,199,000 | 3,200,000 | |
Issuance of common stock - private placement transactions, net, shares | 800,000 | |||
Issuance of Common Stock - Debt Conversion | $ 2,000 | 5,191,000 | 5,193,000 | |
Issuance of Common Stock - Debt Conversion, shares | 1,298,450 | |||
Ending balance, value at Jun. 30, 2021 | $ 14,000 | 79,197,000 | (66,205,000) | 13,006,000 |
Ending balance, shares at Jun. 30, 2021 | 13,652,164 | |||
Issuance of common stock and warrants - registered direct offering, net of costs | $ 2,000 | 13,969,000 | 13,971,000 | |
Issuance of common stock and warrants - registered direct offering, net of costs, shares | 2,142,860 | |||
Issuance of common stock - public offering, net of costs | 1,602,000 | 1,602,000 | ||
Issuance of common stock - public offering, net of costs, shares | 190,782 | |||
Issuance of common stock, exercised options and RSU settlement | ||||
Issuance of common stock, exercised options and RSU settlement, shares | 10,852 | 3,400 | ||
Fair value of warrants issued | 253,000 | $ 253,000 | ||
Stock-based compensation | 711,000 | 711,000 | ||
Net loss | (15,609,000) | (15,609,000) | ||
Ending balance, value at Jun. 30, 2022 | $ 16,000 | $ 95,732,000 | $ (81,814,000) | $ 13,934,000 |
Ending balance, shares at Jun. 30, 2022 | 15,996,658 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (15,609,000) | $ (12,793,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 575,000 | 274,000 |
Stock-based compensation | 711,000 | 797,000 |
PPP Loan principal and accrued interest forgiveness | (1,307,000) | |
Fair value of warrants issued as debt discount cost | 253,000 | 174,000 |
Noncash interest expense | 426,000 | |
Noncash rent expense | 438,000 | 400,000 |
Allowance for inventory reserve | 61,000 | (195,000) |
Amortization of prepaid offering costs | 547,000 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (2,512,000) | (3,028,000) |
Inventories | (5,810,000) | (5,062,000) |
Other current assets | (802,000) | (134,000) |
Accounts payable | (530,000) | 2,527,000 |
Accrued expenses | (374,000) | 1,183,000 |
Due to factor | (469,000) | |
Deferred revenue | 139,000 | 20,000 |
Accrued interest | (1,000) | (38,000) |
Office lease payable | (436,000) | (288,000) |
Customer deposits | 4,000 | (1,392,000) |
Net cash used in operating activities | (23,893,000) | (18,358,000) |
Cash flows from investing activities | ||
Purchases of equipment | (797,000) | (1,102,000) |
Net cash used in investing activities | (797,000) | (1,102,000) |
Cash flows from financing activities: | ||
Proceeds from the issuance of common stock in registered direct offering, net of offering costs | 13,971,000 | |
Proceeds from the issuance of common stock in public offering, net of offering costs | 1,602,000 | 22,855,000 |
Proceeds from the issuance of common stock in private placement | 3,200,000 | |
Proceeds from revolving line of credit | 8,450,000 | 700,000 |
Payment of short-term loan - related party | (1,178,000) | |
Payment of line of credit - related party | (1,402,000) | |
Payment of revolving line of credit | (3,561,000) | (700,000) |
Principal payments of financing lease payable | (28,000) | |
Net cash provided by financing activities | 20,462,000 | 23,447,000 |
Net change in cash | (4,228,000) | 3,987,000 |
Cash, beginning of period | 4,713,000 | 726,000 |
Cash, end of period | 485,000 | 4,713,000 |
Supplemental Disclosures of Non-Cash Investing and Financing Activities: | ||
Common stock issued for conversion of related party debt | 5,193,000 | |
Accrued interest converted into principal | 358,000 | |
Common stock issued for vested RSUs | 21,000 | |
Supplemental cash flow information: | ||
Interest paid | $ 151,000 | $ 59,000 |
NATURE OF BUSINESS
NATURE OF BUSINESS | 12 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
NATURE OF BUSINESS | NOTE 1 - NATURE OF BUSINESS Nature of Business Flux Power Holdings, Inc. (“Flux”) was incorporated in 2008 in the State of Nevada, and Flux’s operations are conducted through its wholly owned subsidiary, Flux Power, Inc. (“Flux Power”), a California corporation (collectively, the “Company”). We 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 stationary energy storage. We believe our mobile and stationary energy storage solutions provide customers with 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 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. We 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. As used herein, the terms “we,” “us,” “our,” “Flux,” and “Company” mean Flux Power Holdings, Inc., unless otherwise indicated. All dollar amounts herein are in U.S. dollars unless otherwise stated. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A summary of the Company’s significant accounting policies which have been consistently applied in the preparation of the accompanying consolidated financial statements follows: Principles of Consolidation The consolidated financial statements include Flux Power Holdings, Inc. and its wholly-owned subsidiary Flux Power, Inc. after elimination of all intercompany accounts and transactions. Liquidity Considerations The accompanying financial statements and notes have been prepared assuming the Company will continue as a going concern. For the year ended June 30, 2022, the Company generated negative cash flows from operations of $ 23.9 million and had an accumulated deficit of $ 81.8 million. Management has evaluated the Company’s expected cash requirements over the next twelve (12) months, including investments in additional sales and marketing and research and development, capital expenditures, and working capital requirements. Management believes the Company’s existing cash and funding available under the SVB Credit Facility and the Subordinated LOC, along with the forecasted gross margin will be sufficient to meet the Company’s anticipated capital resources to fund planned operations for the next twelve (12) months. Historically the Company has not generated sufficient cash to fund its operations. Based on the Company’s ability to recognize revenue from its existing backlog, management anticipates increased revenues along with the planned improvements in its gross margin over the next twelve (12) months. The planned gross margin improvement tasks include, but is not limited to, a plan to drive bill of material costs down while increasing price of our products for new orders. The Company has received new orders in fiscal year ended June 30, 2022, of approximately $ 65 million and believes through conversations with customers that its anticipation of continued new order increases is probable. As of September 12, 2022, $ 3.2 million remained available under the SVB Credit Facility and $ 4.0 million was available for future draws under the Subordinated LOC. As of September 12, 2022, $ 5.7 million remained available under the Company’s ATM agreement that could be utilized if necessary. In addition, to support our operations and anticipated growth, we intend to explore additional sources of capital as needed. We also continue to execute our cost reduction, sourcing, pricing recovery initiatives in efforts to increase our gross margins and improve cash flow from operations. Any, unforeseen factors in the general economy beyond management’s control could potentially have negative impact on the planned gross margin improvement plan. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses, as well as certain financial statement disclosures. Significant estimates include valuation allowances relating to inventory and deferred tax assets. While management believes that the estimates and assumptions used in the preparation of the financial statements are appropriate, actual results could differ from these estimates. Cash and Cash Equivalents As of June 30, 2022 and June 30, 2021, cash was approximately $ 485,000 and $ 4,713,000 , respectively. Cash consisted of funds held in a non-interest bearing bank deposit account. The Company considers all liquid short-term investments with maturities of less than three months when acquired to be cash equivalents. The Company had no cash equivalents at June 30, 2022 and 2021. Fair Values of Financial Instruments The carrying amount of our cash, accounts payable, accounts receivable, and accrued liabilities approximates their estimated fair values due to the short-term maturities of those financial instruments. The carrying amount of the line of credit agreement approximates its fair values as interest approximates current market interest rates for similar instruments. Management has concluded that it is not practical to determine the estimated fair value of amounts due to related parties because the transactions cannot be assumed to have been consummated at arm’s length, the terms are not deemed to be market terms, there are no quoted values available for these instruments, and an independent valuation would not be practical due to the lack of data regarding similar instruments, if any, and the associated potential costs. The Company does not have any other assets or liabilities that are measured at fair value on a recurring or non-recurring basis. Accounts Receivable Accounts receivable are carried at their estimated collectible amounts. The Company has not experienced collection issues related to its accounts receivable and has not recorded an allowance for doubtful accounts during the years ended June 30, 2022 and 2021. Inventories Inventories consist primarily of battery management systems and the related subcomponents and are stated at the lower of cost or net realizable value. The Company evaluates inventories to determine if write-downs are necessary due to obsolescence or if the inventory levels are in excess of anticipated demand at market value based on consideration of historical sales and product development plans. The Company recorded adjustments to inventory reserve related to obsolete and slow moving inventory in the amount of approximately $ 61,000 and $ 195,000 during the years ended June 30, 2022 and 2021, respectively. Property, Plant and Equipment Property, plant and equipment are stated at cost, net of accumulated depreciation. Depreciation and amortization are provided using the straight-line method over the estimated useful lives, of the related assets ranging from three to ten years , or, in the case of leasehold improvements, over the lesser of the useful life of the related asset or the lease term. Stock-based Compensation Pursuant to the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic No. 718-10, Compensation-Stock Compensation Common stock or equity instruments such as warrants issued for services to non-employees are valued at their estimated fair value at the measurement date (the date when a firm commitment for performance of the services is reached, typically the date of issuance, or when performance is complete). If the total value exceeds the par value of the stock issued, the value in excess of the par value is added to the additional paid-in-capital. Revenue Recognition The Company recognizes revenue in accordance to the Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”) for all contracts. The Company derives its revenue from the sale of products to customers. The Company sells its products primarily through a distribution network of equipment dealers, OEMs and battery distributors in primarily North America. The Company recognizes revenue for the products when all significant risks and rewards have been transferred to the customer, there is no continuing managerial involvement associated with ownership of the goods sold is retained, no effective control over the goods sold is retained, the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transactions will flow to the Company and the costs incurred or to be incurred with respect to the transaction can be measured reliably. Product revenue is recognized as a distinct single performance obligation which for the Company’s three major customers represents the point in time that they receive delivery of the products, and for all other customers represents the point in time that the Company ships the products. Our customers do have a right to return product but our returns have historically been minimal. Product Warranties The Company evaluates its exposure to product warranty obligations based on historical experience. Our products, primarily lift equipment packs, are warrantied for five years unless modified by a separate agreement. As of June 30, 2022 and 2021, the Company carried warranty liability of approximately $ 1,012,000 and $ 895,000 , respectively, which is included in accrued expenses on the Company’s consolidated balance sheets. Impairment of Long-lived Assets In accordance with authoritative guidance for the impairment or disposal of long-lived assets, if indicators of impairment exist, the Company assesses the recoverability of the affected long-lived assets by determining whether the carrying value of such assets can be recovered through the undiscounted future operating cash flows. If impairment is indicated, the Company measures the amount of such impairment by comparing the carrying value of the asset to the present value of the expected future cash flows associated with the use of the asset. The Company believes that no impairment indicators were present, and accordingly no impairment losses were recognized during the fiscal years ended June 30, 2022 and 2021. Research and Development The Company is actively engaged in new product development efforts. Research and development cost relating to possible future products are expensed as incurred. Income Taxes Pursuant to FASB ASC Topic No. 740, Income Taxes, no unrecognized tax benefits have been identified as of June 30, 2022 or June 30, 2021, and accordingly, no additional tax liabilities have been recorded. The Company records deferred tax assets and liabilities based on the differences between the financial statement and tax bases of assets and liabilities and on operating loss carry forwards using enacted tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. Net Loss Per Common Share The Company calculates basic loss per common share by dividing net loss by the weighted average number of common shares outstanding during the periods. Diluted loss per common share includes the impact from all dilutive potential common shares relating to outstanding convertible securities. For the years ended June 30, 2022 and 2021, basic and diluted weighted-average common shares outstanding were 15,439,530 and 11,796,217 , respectively. The Company incurred a net loss for the years ended June 30, 2022 and 2021, and therefore, basic and diluted loss per share for each fiscal year were the same because potential common share equivalent would have been anti-dilutive. The total potentially dilutive common shares outstanding at June 30, 2022 and 2021 that were excluded from diluted weighted-average common shares outstanding represent shares underlying outstanding convertible debt, stock options, RSUs, and warrants, and totaled 2,262,773 and 877,740 , respectively. New Accounting Standards Recently Adopted Accounting Pronouncements The Company did not adopt any new accounting pronouncements for the year ended June 30, 2022 and 2021. Management has considered all recent accounting pronouncements issued since the last audit of the Company’s consolidated financial statements. |
INVENTORIES
INVENTORIES | 12 Months Ended |
Jun. 30, 2022 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | NOTE 3 - INVENTORIES Inventories consist of the following: SCHEDULE OF INVENTORIES June 30, 2022 June 30, 2021 Raw materials $ 12,989,000 $ 8,185,000 Work in process 927,000 918,000 Finished goods 2,346,000 1,410,000 Total Inventories $ 16,262,000 $ 10,513,000 Inventories consist primarily of our energy storage systems and the related subcomponents, and are stated at the lower of cost or net realizable value. |
OTHER CURRENT ASSETS
OTHER CURRENT ASSETS | 12 Months Ended |
Jun. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER CURRENT ASSETS | NOTE 4 – OTHER CURRENT ASSETS Other current assets consist of the following: SCHEDULE OF OTHER CURRENT ASSETS June 30, 2022 June 30, 2021 Prepaid insurance $ 478,000 $ 249,000 Prepaid inventory 14,000 73,000 Debt issuance costs 426,000 - Prepaid expenses 343,000 95,000 Total other current assets $ 1,261,000 $ 417,000 |
ACCRUED EXPENSES
ACCRUED EXPENSES | 12 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | NOTE 5 – ACCRUED EXPENSES Accrued expenses consist of the following: SCHEDULE OF ACCRUED EXPENSES June 30, 2022 June 30, 2021 Payroll and bonus accrual $ 767,000 $ 1,271,000 PTO accrual 430,000 417,000 Warranty liability 1,012,000 895,000 Total accrued expenses $ 2,209,000 $ 2,583,000 |
PROPERTY, PLANT AND EQUIPMENT,
PROPERTY, PLANT AND EQUIPMENT, NET | 12 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT, NET | NOTE 6 - PROPERTY, PLANT AND EQUIPMENT, NET Property, plant and equipment, net consist of the following: SCHEDULE OF PROPERTY PLANT AND EQUIPMENT NET June 30, 2022 June 30, 2021 Vehicles $ 20,000 $ 20,000 Machinery and equipment 808,000 593,000 Office equipment 1,574,000 1,027,000 Furniture and Equipment 256,000 220,000 Leasehold improvements 56,000 56,000 Property, plant and equipment, gross 2,714,000 1,916,000 Less: Accumulated depreciation (1,136,000 ) (560,000 ) Total property, plant and equipment, net $ 1,578,000 $ 1,356,000 Depreciation expense was approximately $ 575,000 and $ 274,000 , for the years ended June 30, 2022 and 2021, respectively, and is included in selling and administrative expenses in the accompanying consolidated statements of operations. |
Notes Payable
Notes Payable | 12 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTE 7 – Notes Payable Paycheck Protection Program Loan On May 1, 2020, the Company applied for and received a loan from the Bank of America, NA (the “BOA”) in the aggregate principal amount of approximately $ 1,297,000 (the “PPP Loan”) pursuant to the Paycheck Protection Program (the “PPP”) under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The PPP Loan was evidenced by a promissory note dated May 1, 2020, issued by Flux Power to the BOA (the “PPP Note”). The PPP Loan had a two-year term and bore interest at a rate of 1.0 % per annum. Monthly principal and interest payments were deferred for six months after the date of disbursement. The Company received the funds on May 4, 2020. On February 9, 2021, the Company was notified that the Small Business Administration (“SBA”) had forgiven repayment of the entire PPP Loan of approximately $ 1,297,000 in principal, together with all accrued interest of approximately $ 10,000 . The Company recorded the entire forgiven principal and accrued interest amount of approximately $ 1,307,000 as other income in its statement of operations on February 9, 2021. As of June 30, 2022, the outstanding balance of the PPP Loan was $ 0 . The SBA reserves the right to audit any PPP loan, regardless of size. These audits may occur after forgiveness has been granted. In accordance with the CARES Act, all borrowers are required to maintain their PPP loan documentation for six years after the PPP loan was forgiven or repaid in full and to provide that documentation to the SBA upon request. Revolving Line of Credit On November 9, 2020, the Company entered into a Loan and Security Agreement (“Loan Agreement”) with Silicon Valley Bank (“SVB”). On October 29, 2021, the Company entered into a First Amendment to Loan and Security Agreement (“First Amendment”) with SVB which amended certain terms of the Loan Agreement including, but not limited to, increasing the amount of the revolving line of credit from $ 4.0 million to $ 6.0 million, and extending the maturity date to November 7, 2022 . The First Amendment provided the Company with a senior secured credit facility for up to $ 6.0 million available on a revolving basis (“Revolving LOC”). Outstanding principal under the Revolving LOC accrued interest at a floating rate per annum equal to the greater of (i) Prime Rate plus two and a half percent (2.50%), or (ii) five and three-quarters percent (5.75%). The Company paid a non-refundable commitment fee of $ 15,000 In addition, under the Second Amendment, the interest rate terms for the outstanding principal under the Revolving LOC was amended to accrue interest at a floating per annum rate equal to the greater of either (A) Prime Rate plus three and one-half of one percent (3.50%) or (B) seven and one-half of one percent (7.50%). Interest payment is due monthly on the last day of the month. In addition, the Company is required to pay a quarterly unused facility fee equal to one-quarter of one percent (0.25%) per annum of the average daily unused portion of the $6.0 million commitment under the Revolving LOC, depending upon availability of borrowings under the Revolving LOC . Pursuant to the Second Amendment, the Company agreed to pay SVB a non-refundable amendment fee of Five Thousand Dollars ($ 5,000.00 ) and SVB’s legal fees and expenses incurred in connection with the Second Amendment. In connection with the Second Amendment, the Company issued a twelve-year warrant to SVB and its designee, SVB Financial Group, to purchase up to 40,806 shares of common stock of the Company at an exercise price of $ 2.23 per share pursuant to the terms set forth therein. Amounts outstanding under the Revolving LOC are secured by substantially all of the tangible and intangible assets of the Company (including, without limitation, intellectual property) pursuant to the terms of the Amended Loan Agreement and the Intellectual Property Security Agreement dated as of October 29, 2021. As of June 30, 2022 the outstanding balance under the Revolving LOC was approximately $ 4,889,000 , with approximately $ 3,111,000 remained available for future draws through November 7, 2022, unless the credit facility is renewed and its term is extended prior to its expiration. |
RELATED PARTY DEBT AGREEMENTS
RELATED PARTY DEBT AGREEMENTS | 12 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY DEBT AGREEMENTS | NOTE 8 - RELATED PARTY DEBT AGREEMENTS Subordinated Line of Credit Facility On May 11, 2022, the Company entered into a Credit Facility Agreement (the “Subordinated LOC”) with Cleveland Capital, L.P., a Delaware limited partnership (“Cleveland”), Herndon Plant Oakley, Ltd., (“HPO”), and other lenders (together with Cleveland and HPO, the “Lenders”). The Subordinated LOC provides the Company with a short-term line of credit (the “LOC”) not less than $ 3,000,000 and not more than $ 5,000,000 , the proceeds of which shall be used by the Company for working capital purposes. In connection with the LOC, the Company issued a separate subordinated unsecured promissory note in favor of each respective Lender (each promissory note, a “Note”) for each Lender’s commitment amount (each such commitment amount, a “Commitment Amount”). As of June 30, 2022, the Lenders committed an aggregate of $ 4,000,000 . Pursuant to the terms of the Subordinated LOC, each Lender severally agrees to make loans (each such loan, an “Advance”) up to such Lender’s Commitment Amount to the Company from time to time, until December 31, 2022 (the “Due Date”). The Company may, from time to time, prior to the Due Date, draw down, repay, and re-borrow on the Note, by giving notice to the Lenders of the amount to be requested to be drawn down. Each Note bears an interest rate of 15.0 % per annum on each Advance from and after the date of disbursement of such Advance and is payable on (i) the Due Date in cash or shares of common stock of the Company (the “Common Stock”) at the sole election of the Company, unless such Due Date extended pursuant to the Note, or (ii) on occurrence of an event of Default (as defined in the Note). The Due Date may be extended (i) at the sole election of the Company for one (1) additional year period from the Due Date upon the payment of a commitment fee equal to two percent ( 2 %) of the Commitment Amount to the Lender within thirty (30) days prior to the original Due Date, or (ii) by the Lender in writing. In addition, each Lender signed a Subordination Agreement by and between the Lenders and Silicon Valley Bank, a California corporation (“SVB”), dated as of May 11, 2022 (the “Subordination Agreement”) for the purposes of subordinating the right to payment under the Note to SVB’s indebtedness by the Company now outstanding or hereinafter incurred. The Subordinated LOC includes customary representations, warranties and covenants by the Company and the Lenders. The Company has also agreed to pay the legal fees of Cleveland’s counsel in an amount up to $ 10,000 . In addition, each Note also provides that, upon the occurrence of a Default, at the option of the Lender, the entire outstanding principal balance, all accrued but unpaid interest and/or Late Charges (as defined in the Note) at once will become due and payable upon written notice to the Company by the Lender. In connection with entry into the Subordinated LOC, the Company paid to each Lender a one-time committee fee in cash equal to 3.5 % of such Lender’s Commitment Amount. In addition, in consideration of the Lenders’ commitment to provide the Advances to the Company, the Company issued the Lenders five-year warrants to purchase an aggregate of 128,000 shares of common stock at an exercise price of $ 2.53 per share that are, subject to certain ownership limitations, exercisable immediately (the “Warrants”) ( the number of warrants issued to each Lender is equal to the product of (i) 160,000 shares of common stock multiplied by (ii) the ratio represented by each Lender’s Commitment Amount divided by the $5,000,000) . Pursuant to a selling agreement, dated as of May 11, 2022, the Company retained HPO as its placement agent in connection with the Subordinated LOC. As compensation for services rendered in conjunction with the Subordinated LOC, the Company paid HPO a finder fee equal to 3 % of the Commitment Amount from each such Lender placed by HPO in cash. Esenjay Loan On March 9, 2020, the Company and Esenjay Investments, LLC (“Esenjay”) entered into a certain convertible promissory note (“Original Esenjay Note”) pursuant to which Esenjay provided the Company with a loan in the principal amount of $ 750,000 (the “Esenjay Loan”). On June 2, 2020, the Original Esenjay Note was amended and restated to (i) extend the maturity date from June 30, 2020 to September 30, 2020 , and (ii) to increase the principal amount outstanding under the Original Esenjay Note to $ 1,400,000 (the “Esenjay Note”). Between June 26, 2020 and July 22, 2020, Esenjay assigned a total of $ 900,000 of the Esenjay Note to three (3) accredited investors and the $ 900,000 note balance was converted into shares of common stock at $ 4.00 per share, which was the cash price per share, and resulted in the issuance of 225,000 shares of common stock. On August 31, 2020, the Company entered into the Third Amended and Restated Credit Facility Agreement and pursuant to which the Company further amended the Esenjay Note to, among other items, transfer all remaining principal and accrued interest outstanding of approximately $ 564,000 into the amended Credit Facility Agreement. (See “Credit Facility” below). Cleveland Loan On July 3, 2019, the Company entered into a loan agreement with Cleveland, pursuant to which Cleveland agreed to loan the Company $ 1,000,000 (the “Cleveland Loan”) and issued Cleveland an unsecured short-term promissory note in the amount of $ 1,000,000 (the “Unsecured Promissory Note”). The Unsecured Promissory Note had an interest rate of 15.0 % per annum and was originally due on September 1, 2019 , unless repaid earlier from a percentage of proceeds from certain identified accounts receivable. In connection with the Cleveland Loan, the Company issued Cleveland a three-year warrant (the “Cleveland Warrant”) to purchase the Company’s common stock in a number equal to 0.5% of the number of shares of common stock outstanding after giving effect to the shares of common stock sold in a contemplated public offering and with an exercise price equal to the per share price of the common stock sold in the public offering. On September 1, 2019, the Company entered into the First Amendment to the Unsecured Promissory Note pursuant to which the maturity date was extended to December 1, 2019 (the “First Amendment”) and the Cleveland Warrant terms were amended (the “Amended Warrant”). The Amended Warrant increased the warrant coverage from 0.5 % to 1 % of the number of shares of common stock outstanding after giving effect to the shares of common stock sold in the next private or public offering and with an exercise price equal to the per share price of common stock sold in such private or public offering, as the case may be. On July 9, 2020, the Company made a payment to Cleveland in the amount of $ 200,000 as a partial payment of the Cleveland Loan. On July 27, 2020, in connection with the outstanding loan from Cleveland to the Company in the principal amount of $ 957,000 , the Company entered into the Eighth Amendment to the Unsecured Promissory Note which extended the maturity date from July 31, 2020 to August 31, 2020 , and capitalized all accrued and unpaid interest as of July 27, 2020 to the principal amount. On August 19, 2020, the Company paid Cleveland the entire remaining principal balance due under the Cleveland Loan, together with all accrued interest payable as of August 19, 2020, in an aggregate amount of approximately $ 978,000 . Credit Facility On March 22, 2018, Flux Power entered into a credit facility agreement with Esenjay with a maximum borrowing amount of $ 5,000,000 (the “Original Agreement”). The Original Agreement was amended multiple times to allow for, among other things, an increase in the maximum principal amount available under line of credit (“LOC”) to $ 12,000,000 , the inclusion of additional lenders and extension of the maturity date to September 30, 2021 . In August 2020, the Company paid down an aggregate principal amount of approximately $ 1,402,000 of the outstanding balance under the LOC. On August 31, 2020, the Company entered into the Third Amended and Restated Credit Facility Agreement (“Third Amended and Restated Facility Agreement”) pursuant to which the Company (i) extended the maturity date to September 30, 2021 , and (ii) allowed for the transfer of outstanding obligations under the Esenjay Note of approximately $ 564,000 into the LOC as noted above. In November 2020, lenders holding an aggregate of approximately $ 2,161,000 in principal and accrued interest elected to convert their notes into 540,347 shares of common stock at a price of $ 4.00 per share. In January and March 2021, the lenders holding an aggregate of approximately $ 2,632,000 in principal and accrued interest elected to convert their notes into 658,103 shares of common stock at a price of $ 4.00 per share of which approximately $ 1,045,000 was held by Esenjay and converted to 261,133 shares of common stock. On June 10, 2021, the Company repaid all obligations in full and without additional fees or termination penalties, and the Third Amended and Restated Credit Facility Agreement and the related Second Amended and Restated Security Agreement were terminated. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 9 - STOCKHOLDERS’ EQUITY At-The-Market (“ATM”) Offering On December 21, 2020 the Company entered into a Sales Agreement (the “Sales Agreement”) with H.C. Wainwright & Co., LLC (“HCW”) to sell shares of its common stock, par value $ 0.001 (the “Common Stock”) from time to time, through an “at-the-market offering” program (the “ATM Offering”). The Company agreed to pay HCW a commission in an amount equal to 3.0 % of the gross sales proceeds of the shares sold under the Sales Agreement. In addition, the Company agreed to reimburse HCW for certain legal and other expenses incurred up to a maximum of $50,000 to establish the ATM Offering, and $2,500 per quarter thereafter to maintain such program under the Sales Agreement. The Company has also agreed pursuant to the Sales Agreement to indemnify and provide contribution to HCW against certain liabilities, including liabilities under the Securities Act. On May 27, 2021, the Company filed Amendment No. 1 (the “Amendment”) to the prospectus supplement dated December 21, 2020 (the “Prospectus Supplement”) to increase the size of the ATM Offering from an aggregate offering price of up to $ 10 million in the Prospectus Supplement to an amended maximum aggregate offering price of up to $ 20 million of shares of the Company’s common stock (the “Shares”) (which amount includes the value of shares the Company has already sold prior to the date of the Amendment) pursuant to the base prospectus dated October 26, 2020, the Prospectus Supplement, and the Amendment (collectively, the “Prospectus”). From December 21, 2020 through June 30, 2022, the Company sold an aggregate of 1,169,564 shares of common stock at an average price of $ 12.24 per share for gross proceeds of approximately $ 14.3 million under the ATM Offering. The Company received net proceeds of approximately $ 13.7 million, net of commissions and other offering related expenses. The Shares was registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-249521), declared effective by the Securities and Exchange Commission (the “Commission”) on October 26, 2020, and the Prospectus. Sales of the Shares, if any, may be made by any method permitted by law deemed to be an “at-the-market offering” as defined in Rule 415(a)(4) of the Securities Act. The Company or the HCW may, upon written notice to the other party in accordance with the terms of the Sales Agreement, suspend offers and sales of the Shares. The Company and HCW each have the right, in its sole discretion, to terminate the Sales Agreement at any time upon prior written notice pursuant to the terms and subject to the conditions set forth in the Sales Agreement. Public Offering Registered Direct Offering On September 27, 2021, the Company closed a registered direct offering, priced at-the-market under Nasdaq rules (“RDO”) for the sale of 2,142,860 shares of common stock and warrants to purchase up to an aggregate of 1,071,430 shares of common stock, at an offering price of $ 7.00 per share and associated warrant for gross proceeds of approximately $ 15.0 million prior to deducting offering expenses totaling approximately $ 1.0 million. The associated warrants have an exercise price equal to $ 7.00 per share and are exercisable upon issuance and expire in five years. HCW acted as the exclusive placement agent for the registered direct offering. The securities sold in the RDO were sold pursuant to a “shelf” registration statement on Form S-3 (File No. 333-249521), including a base prospectus, previously filed with the Securities and Exchange Commission (the “SEC”) on October 16, 2020 and declared effective by the SEC on October 26, 2020. The registered direct offering of the securities was made by means of a prospectus supplement dated September 22, 2021 and filed with the SEC, that forms a part of the effective registration statement. 2020 Public Offering and NASDAQ Capital Market Uplisting In August 2020, the Company closed an underwritten public offering of its common stock at a public offering price of $ 4.00 per share for gross proceeds of approximately $ 12.4 million, which included the full exercise of the underwriters’ over-allotment option to purchase additional shares, prior to deducting underwriting discounts and commissions and offering expenses totaling approximately $ 1.7 million. A total of 3,099,250 shares of common stock were issued by the Company in the offering, including the full exercise of the over-allotment option. The securities were offered pursuant to a registration statement on Form S-1 (File No. 333-231766), which was declared effective by the SEC on August 12, 2020. Concurrent with the announcement of the public offering, on August 14, 2020, the Company’s common stock commenced trading on The NASDAQ Capital Market under the symbol “FLUX.” Private Placements 2020 Private Placement On April 22, 2020, the Company sold an aggregate of 66,250 shares of common stock, at $ 4.00 per share, for an aggregate purchase price of $ 265,000 in cash to two (2) accredited investors. On June 30, 2020, the Company sold an additional 275,000 shares of common stock at $ 4.00 per share in its June closing of the offering, for an aggregate purchase price of $ 1,100,000 to six (6) accredited investors (“June Closing:”). Esenjay and Mr. Dutt, the Company’s president and chief executive officer, participated in the June Closing in the amount of $ 300,000 and $ 50,000 , respectively. On July 24, 2020, the Company sold an aggregate of 800,000 shares under the 2020 Private Placement at $ 4.00 per share, for an aggregate purchase price of $ 3,200,000 in cash to accredited investors, including Mr. Cosentino, a former director, who participated in the offering in the amount of $ 250,000 . The shares offered and sold in the private placement offerings described above were sold to accredited investors in reliance upon exemptions from registration pursuant to Rule 506(b) of Regulation D promulgated under Section 4(a)(2) under the Securities Act. Such shares were not registered under the Securities Act of 1933, as amended (“Securities Act”), and could not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. Pursuant to a registration statement on Form S-3 filed with the SEC on October 16, 2020, which became effective on October 26, 2020, such shares were registered. Debt Conversion LOC Conversion On June 30, 2020, there was a partial conversion of $ 7,383,000 in principal and accrued interest outstanding under the secured promissory notes at a conversion price of $ 4.00 per share that resulted in the issuance of 1,845,830 shares of common stock. On November 6, 2020, there was a partial conversion of $ 2,161,000 in principal and accrued interest outstanding under the secured promissory notes at $ 4.00 per share that resulted in the issuance of 540,347 shares of common stock. In January and March 2021, there were conversions of the remaining balance of approximately $ 2,632,000 in principal and accrued interest outstanding under the secured promissory notes that resulted in the issuance of 658,103 shares of common stock. All conversions were at the option of the lenders, and all outstanding secured promissory notes were converted into shares of common stock. Esenjay Note Conversion On June 30, 2020, two (2) accredited individuals, who had been assigned $ 500,000 of the Esenjay Note, converted all principal into 125,000 shares of common stock at $ 4.00 per share. On July 22, 2020, one accredited individual, who had been assigned $ 400,000 of the Esenjay Note converted all principal into 100,000 shares of common stock at $ 4.00 per share. Warrants On July 3, 2019, the Company issued a three-year warrant to Cleveland Capital, L.P. (“Cleveland Warrant”) to purchase our common stock in a number equal to one-half percent ( 0.5 %) of the number of shares of common stock outstanding after giving effect to the total number of shares of common stock sold in a public offering at an exercise price equal to the per share public offering price. On September 1, 2019, the Cleveland Warrant was amended and restated to change the warrant coverage from 0.5 % to 1 % of the number of shares of common stock outstanding after giving effect to the total number of shares of common stock sold in the next private or public offering (“Offering”) at an exercise price equal the per share price of common stock sold in the Offering. The closing of a private offering constituting the Offering occurred on July 24, 2020. Upon such closing, the number and the exercise price of the Cleveland Warrant became determinable, and represented as a right to purchase up to 83,205 shares of common stock at $ 4.00 per share and had a fair value of approximately $ 174,000 . As of June 30, 2021, all 83,205 warrants remained outstanding and exercisable. In August 2020 and in conjunction with the Company’s public offering, the Company issued five-year warrants to the underwriters to purchase up to 185,955 shares of the Company’s common stock at an exercise price of $ 4.80 per share and had a fair value of approximately $ 513,000 . The underwriters’ warrants became exercisable on February 8, 2021. In connection with the Company’s RDO, in September 2021 the Company issued five-year warrants to the RDO investors to purchase up to 1,071,430 shares of the Company’s common stock at an exercise price of $ 7.00 per share and were estimated to have a fair value of approximately $ 3,874,000 . The warrants were exercisable immediately and are limited to beneficial ownership of 4.99 % at any point in time in accordance with the warrant agreement. In May 2022 and in conjunction with entry into a credit facility with Cleveland Capital, L.P. (“Cleveland”), Herndon Plant Oakley, Ltd. (“HPO”), and other lenders (together with Cleveland and HPO, the “Lenders”), the Company issued five-year warrants to the Lenders to purchase up to 128,000 shares of the Company’s common stock at an exercise price of $ 2.53 per share and had a fair value of approximately $ 173,000 . In June 2022 and in conjunction with the entry into the Second Amendment to Loan and Security Agreement with Silicon Valley Bank (“SVB”), the Company issued twelve-year warrants to SVB and its designee, SVB Financial Group, to purchase up to 40,806 shares of the Company’s common stock at an exercise price of $ 2.23 per share and had a fair value of approximately $ 80,000 . Warrant detail for the year ended June 30, 2022 is reflected below: SCHEDULE OF STOCK WARRANT ACTIVITY Number of Warrants Weighted Average Exercise Price Per Warrant Remaining Contract Term Warrants outstanding and exercisable at June 30, 2021 214,883 $ 4.49 Warrants issued 1,240,236 $ 6.38 Warrants outstanding and exercisable at June 30, 2022 1,455,119 $ 6.10 4.17 Warrant detail for the year ended June 30, 2021 is reflected below: Number of Warrants Weighted Average Exercise Price Per Warrant Remaining Contract Term Warrants outstanding and exercisable at June 30, 2020 83,205 $ 4.00 Warrants issued 185,955 $ 4.80 Warrants exercised (40,993 ) $ 4.80 Warrants forfeited (13,284 ) $ 4.80 Warrants outstanding and exercisable at June 30, 2021 214,883 $ 4.49 2.92 Stock Options In connection with the reverse acquisition of Flux Power, Inc in 2012, the Company assumed the 2010 Plan. As of June 30, 2022, there were 21,944 options to purchase common stock outstanding under the 2010 Plan. No additional options may be granted under the 2010 Plan. On February 17, 2015 the Company’s stockholders approved the 2014 Equity Incentive Plan (the “2014 Plan”). The 2014 Plan offers certain employees, directors, and consultants the opportunity to acquire the Company’s common stock subject to vesting requirements, and serves to encourage such persons to remain employed by the Company and to attract new employees. The 2014 Plan allows for the award of the Company’s common stock and options, up to 1,000,000 shares of the Company’s common stock. As of June 30, 2022, 170,725 shares of the Company’s common stock were available for future grants under the 2014 Plan. On April 29, 2021, the Company’s stockholders approved the 2021 Equity Incentive Plan (the “2021 Plan”). The 2021 Plan authorizes the issuance of awards for up to 2,000,000 shares of common stock in the form of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock units, restricted stock awards and unrestricted stock awards to officers, directors and employees of, and consultants and advisors to, the Company or its affiliates. As of June 30, 2022, no awards had been granted under the 2021 Plan. Activity in stock options during the year ended June 30, 2022 and related balances outstanding as of that date are reflected below: SCHEDULE OF STOCK OPTIONS ACTIVITY Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contract Term Outstanding at June 30, 2021 531,205 $ 11.02 Exercised (3,400 ) $ 4.65 Forfeited and cancelled (24,372 ) $ 11.65 Outstanding and exercisable at June 30, 2022 503,433 $ 11.03 5.66 Activity in stock options during the year ended June 30, 2021 and related balances outstanding as of that date are reflected below: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contract Term Outstanding at June 30, 2020 579,584 $ 11.00 Exercised (22,760 ) $ 6.16 Forfeited and cancelled (25,619 ) $ 14.62 Outstanding at June 30, 2021 531,205 $ 11.02 6.73 Exercisable at June 30, 2021 490,323 $ 10.87 6.64 Restricted Stock Units On November 5, 2020, the Company’s Board of Directors approved an amendment to the 2014 Plan, to allow grants of Restricted Stock Units (“RSUs”). Subject to vesting requirements set forth in the RSU Award Agreement, one share of common stock is issuable for one vested RSU. On November 5, 2020, the Board of Directors authorized the following RSUs to be granted under the amended 2014 Plan: (i) a total of 43,527 RSUs to certain executive officers as one-time retention incentive awards, and (ii) a total of 91,338 RSUs to certain key employees as annual equity compensation of which 45,652 were performance-based RSUs and 45,686 were time-based RSUs. On April 29, 2021, an additional 18,312 time-based RSUs were authorized by the Company’s Board of Directors to be granted under the amended 2014 Plan. On October 29, 2021, the Board of Directors authorized the following RSUs to be granted under the amended 2014 Plan: (i) a total of 97,828 RSUs to certain executive officers of which 48,914 were performance-based RSUs and 48,914 were time-based RSUs, and (ii) a total of 81,786 time-based RSUs to certain other key employees. The RSUs are subject to the terms and conditions provided in (i) the Restricted Stock Unit Award Agreement for time-based awards (“Time-based Award Agreement”), and (ii) the Performance Restricted Stock Unit Award Agreement for performance-based awards (“Performance-based Award Agreement”). Activity in RSUs during the year ended June 30, 2022 and related balances outstanding as of that date are reflected below: SCHEDULE OF RESTRICTED STOCK UNITS ACTIVITY Number of Shares Weighted Average Grant date Fair Value Weighted Average Remaining Contract Term (# years) Outstanding at June 30, 2021 131,652 $ 9.25 Granted 250,786 $ 4.82 Vested/Settled (9,156 ) $ 11.56 Forfeited and cancelled (69,061 ) $ 6.93 Outstanding at June 30, 2022 304,221 $ 6.06 1.82 Activity in RSUs during the year ended June 30, 2021 and related balances outstanding as of that date are reflected below: Number of Shares Weighted Average Grant date Fair Value Weighted Average Remaining Contract Term (# years) Outstanding at June 30, 2020 - $ - Granted 153,177 $ 9.20 Forfeited and cancelled (21,525 ) $ 8.88 Outstanding at June 30, 2021 131,652 $ 9.25 2.72 Stock-based Compensation Stock-based compensation expense for the years ended June 30, 2022 and 2021 represents the estimated fair value of stock options and RSUs at the time of grant amortized under the straight-line method over the expected vesting period and reduced for estimated forfeitures of options and RSUs. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from original estimates. At June 30, 2022, the aggregate intrinsic value of exercisable options was $ 0 . The following table summarizes stock-based compensation expense for employee and non-employee option and RSU grants: SCHEDULE OF STOCK-BASED COMPENSATION EXPENSES Years ended June 30, 2022 2021 Research and development $ 144,000 $ 178,000 Selling and administrative 567,000 619,000 Total stock-based compensation expense $ 711,000 $ 797,000 At June 30, 2022, the unamortized stock-based compensation expense relating to outstanding stock options and RSUs was approximately $ 0 and $ 983,000 , respectively. The unamortized amount related to RSUs is expected to be expensed over the weighted-average remaining recognition period of 1.82 years. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 10 - INCOME TAXES Pursuant to the provisions of FASB ASC Topic No. 740 Income Taxes (“ASC 740”), deferred income taxes reflect the net effect of (a) temporary difference between carrying amounts of assets and liabilities for financial purposes and the amounts used for income tax reporting purposes, and (b) net operating loss carryforwards. No net provision for refundable Federal income taxes has been made in the accompanying statement of operations because no recoverable taxes were paid previously. A valuation allowance of approximately $ 22,951,000 and $ 18,839,000 has been established to offset the net deferred tax assets as of June 30, 2022 and 2021, respectively, due to uncertainties surrounding the Company’s ability to generate future taxable income to realize these assets. The Company is subject to taxation in the United States and California. The Company’s tax years for 2010 and forward are subject to examination by the United States and California tax authorities due to the carry forward of unutilized net operating losses and research and development credits (if any). The Company has incurred losses since inception, so no current income tax provision or benefit has been recorded. Significant components of the Company’s net deferred tax assets are shown in the table below. SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES Year Ended June 30, 2022 2021 Deferred Tax Assets: Net operating loss carryforwards $ 20,654,000 $ 16,111,000 Research & development credit carryforward 27,000 27,000 Stock compensation 1,636,000 1,696,000 Interest expense Sec. 163 - 366,000 Lease liability 802,000 924,000 Other, net 559,000 564,000 Gross deferred tax assets 23,678,000 19,688,000 Valuation allowance for deferred tax assets (22,951,000 ) (18,839,000 ) Total deferred tax assets $ 727,000 $ 849,000 Deferred Tax Liabilities: Right of use asset $ (727,000 ) $ (849,000 ) Total deferred tax liabilities (727,000 ) (849,000 ) Net deferred tax liabilities $ - $ - At June 30, 2022, the Company had unused net operating loss (“NOL”) carryovers of approximately $ 74,150,000 and $ 72,776,000 that are available to offset future federal and state taxable income, respectively. Federal NOL carryforwards arising after 2017 of approximately $ 51,742,000 do not expire. Federal NOL carryforwards arising before 2018 of approximately $ 22,408,000 and all of the state NOL carryforward begin to expire in 2030 . The provision for income taxes on earnings subject to income taxes differs from the statutory federal rate at June 30, 2022 and 2021, due to the following: SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION Year Ended June 30, 2022 2021 Federal income taxes at 21% $ (3,278,000 ) $ (2,686,000 ) State income taxes, net (1,090,000 ) (894,000 ) Permanent differences and other 102,000 (58,000 ) Other true ups, if any 154,000 (27,000 ) Change in valuation allowance (4,112,000 ) (3,665,000 ) Provision for income taxes $ - $ - Internal Revenue Code Sections 382 limits the use of our net operating loss carryforwards if there has been a cumulative change in ownership of more than 50% within a three-year period. The Company has not yet completed a Section 382 net operating loss analysis. In the event that such analysis determines there is a limitation on the use on net operating loss carryforwards to offset future taxable income, the recorded deferred tax asset relating to such net operating loss carryforwards will be reduced. However, as the Company has recorded a full valuation allowance against its net deferred tax assets, there is no impact on the Company’s consolidated financial statements as of June 30, 2022 and 2021. Under ASC 740, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Additionally, ASC 740 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. In accordance with ASC 740, there are no unrecognized tax benefits as of June 30, 2022 or June 30, 2021. |
CONCENTRATIONS
CONCENTRATIONS | 12 Months Ended |
Jun. 30, 2022 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS | NOTE 11 - CONCENTRATIONS Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of temporary cash investments and unsecured trade accounts receivable. The Company maintains cash balances at a California commercial bank. Our cash balance at this institution is secured by the Federal Deposit Insurance Corporation up to $ 250,000 . As of June 30, 2022 and 2021, cash was approximately $ 485,000 , and $ 4,713,000 respectively, which consisted of funds held in a non-interest bearing bank deposit account. The Company has not experienced any losses in such accounts. Management believes that the Company is not exposed to any significant credit risk with respect to its cash. Customer Concentrations 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 $ 29,254,000 or 69 % of its total revenues. During the year ended June 30, 2021, the Company had three (3) major customers that each represented more than 10% of its revenues, on an individual basis, and together represented approximately $ 16,004,000 or 61 % of its total revenues. Suppliers/Vendor Concentrations The Company obtains a limited number of components and supplies included in its products from a small group of suppliers. 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. During the year ended June 30, 2021 the Company had two (2) suppliers who accounted for more than 10 % of its total purchases, on an individual basis, and together represented approximately $ 9,260,000 or 27 % of its total purchases. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 12 - COMMITMENTS AND CONTINGENCIES From time to time, the Company may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties and an adverse result in these or other matters may arise from time to time that may harm our business. To the best knowledge of management, there are no material legal proceedings pending against the Company. Operating Leases On April 25, 2019 the Company signed a Standard Industrial/Commercial Multi-Tenant Lease (“Lease”) with Accutek to rent approximately 45,600 square feet of industrial space at 2685 S. Melrose Drive, Vista, California. The Lease has an initial term of seven years and four months, commencing on or about June 28, 2019. The lease contains an option to extend the term for two periods of 24 months, and the right of first refusal to lease an additional approximate 15,300 square feet. The monthly rental rate was $ 42,400 for the first 12 months, escalating at 3 % each year. On February 26, 2020, the Company entered into the First Amendment to Standard Industrial/Commercial Multi-Tenant Lease dated April 25, 2019 (the “Amendment”) with Accutek to rent an additional 16,309 rentable square feet of space plus a residential unit of approximately 1,230 rentable square feet (for a total of approximately 17,539 rentable square feet). The lease for the additional space commenced 30 days following the occupancy date of the additional space, and terminates concurrently with the term for the lease of the original lease, which expires on November 20, 2026 . The base rent for the additional space is the same rate as the space rented under the terms of the original lease, $ 0.93 per rentable square (subject to 3% annual increase). Rent during the year ended June 30, 2022 was approximately $ 62,000 per month. In connection with the Amendment, the Company purchased certain existing office furniture for a total purchase price of $ 8,300 . Total rent expense was approximately $ 867,000 and $ 841,000 for the years ended June 30, 2022 and 2021, respectively. The Future Minimum Lease Payments are: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS 2023 $ 768,000 2024 791,000 2025 815,000 2026 840,000 Thereafter 359,000 Total Future Minimum Lease Payments 3,573,000 Less: discount (708,000 ) Total lease liability $ 2,865,000 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 13 - SUBSEQUENT EVENTS Separation Agreement On August 12, 2022, Jonathan Berry, the Company’s Chief Operating Officer, separated from the Company and entered into an Employee Separation and Release agreement dated August 24, 2022 (“Separation Agreement”). Under the Separation Agreement, the Company agreed to provide Mr. Berry with certain payments and benefits comprising of: (i) a separation payment of two hundred five thousand two hundred dollars, less required payroll withholdings, (ii) twenty-eight thousand nine hundred seven and 52/100 dollars, less required payroll withholdings, to defray costs for COBRA coverage, and (iii) reimbursement for an amount equal to twelve months for life insurance continuation (collectively, the “Separation Benefits”). In exchange for the Separation Benefits, among other things as set forth in the Separation Agreement, Mr. Berry agreed to a release of claims and waivers in favor of the Company and to certain restrictive covenant obligations, and also reaffirmed his commitment to comply with his existing restrictive covenant obligations. RSU Grants On August 26, 2022, as compensation for board services provided during the last quarter of Fiscal 2022, Ms. Bo-Linn, a director of the Company, was granted 5,034 RSUs, of which 1/3 vested immediately, each of the remaining 1/3 of the RSUs will vest on April 29, 2023, and April 29, 2024 . Ms. Bo-Linn’s grant was consistent with the standard equity component of Non-Executive Director Compensation Package as approved by the Board. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include Flux Power Holdings, Inc. and its wholly-owned subsidiary Flux Power, Inc. after elimination of all intercompany accounts and transactions. |
Liquidity Considerations | Liquidity Considerations The accompanying financial statements and notes have been prepared assuming the Company will continue as a going concern. For the year ended June 30, 2022, the Company generated negative cash flows from operations of $ 23.9 million and had an accumulated deficit of $ 81.8 million. Management has evaluated the Company’s expected cash requirements over the next twelve (12) months, including investments in additional sales and marketing and research and development, capital expenditures, and working capital requirements. Management believes the Company’s existing cash and funding available under the SVB Credit Facility and the Subordinated LOC, along with the forecasted gross margin will be sufficient to meet the Company’s anticipated capital resources to fund planned operations for the next twelve (12) months. Historically the Company has not generated sufficient cash to fund its operations. Based on the Company’s ability to recognize revenue from its existing backlog, management anticipates increased revenues along with the planned improvements in its gross margin over the next twelve (12) months. The planned gross margin improvement tasks include, but is not limited to, a plan to drive bill of material costs down while increasing price of our products for new orders. The Company has received new orders in fiscal year ended June 30, 2022, of approximately $ 65 million and believes through conversations with customers that its anticipation of continued new order increases is probable. As of September 12, 2022, $ 3.2 million remained available under the SVB Credit Facility and $ 4.0 million was available for future draws under the Subordinated LOC. As of September 12, 2022, $ 5.7 million remained available under the Company’s ATM agreement that could be utilized if necessary. In addition, to support our operations and anticipated growth, we intend to explore additional sources of capital as needed. We also continue to execute our cost reduction, sourcing, pricing recovery initiatives in efforts to increase our gross margins and improve cash flow from operations. Any, unforeseen factors in the general economy beyond management’s control could potentially have negative impact on the planned gross margin improvement plan. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses, as well as certain financial statement disclosures. Significant estimates include valuation allowances relating to inventory and deferred tax assets. While management believes that the estimates and assumptions used in the preparation of the financial statements are appropriate, actual results could differ from these estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents As of June 30, 2022 and June 30, 2021, cash was approximately $ 485,000 and $ 4,713,000 , respectively. Cash consisted of funds held in a non-interest bearing bank deposit account. The Company considers all liquid short-term investments with maturities of less than three months when acquired to be cash equivalents. The Company had no cash equivalents at June 30, 2022 and 2021. |
Fair Values of Financial Instruments | Fair Values of Financial Instruments The carrying amount of our cash, accounts payable, accounts receivable, and accrued liabilities approximates their estimated fair values due to the short-term maturities of those financial instruments. The carrying amount of the line of credit agreement approximates its fair values as interest approximates current market interest rates for similar instruments. Management has concluded that it is not practical to determine the estimated fair value of amounts due to related parties because the transactions cannot be assumed to have been consummated at arm’s length, the terms are not deemed to be market terms, there are no quoted values available for these instruments, and an independent valuation would not be practical due to the lack of data regarding similar instruments, if any, and the associated potential costs. The Company does not have any other assets or liabilities that are measured at fair value on a recurring or non-recurring basis. |
Accounts Receivable | Accounts Receivable Accounts receivable are carried at their estimated collectible amounts. The Company has not experienced collection issues related to its accounts receivable and has not recorded an allowance for doubtful accounts during the years ended June 30, 2022 and 2021. |
Inventories | Inventories Inventories consist primarily of battery management systems and the related subcomponents and are stated at the lower of cost or net realizable value. The Company evaluates inventories to determine if write-downs are necessary due to obsolescence or if the inventory levels are in excess of anticipated demand at market value based on consideration of historical sales and product development plans. The Company recorded adjustments to inventory reserve related to obsolete and slow moving inventory in the amount of approximately $ 61,000 and $ 195,000 during the years ended June 30, 2022 and 2021, respectively. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment are stated at cost, net of accumulated depreciation. Depreciation and amortization are provided using the straight-line method over the estimated useful lives, of the related assets ranging from three to ten years , or, in the case of leasehold improvements, over the lesser of the useful life of the related asset or the lease term. |
Stock-based Compensation | Stock-based Compensation Pursuant to the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic No. 718-10, Compensation-Stock Compensation Common stock or equity instruments such as warrants issued for services to non-employees are valued at their estimated fair value at the measurement date (the date when a firm commitment for performance of the services is reached, typically the date of issuance, or when performance is complete). If the total value exceeds the par value of the stock issued, the value in excess of the par value is added to the additional paid-in-capital. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance to the Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”) for all contracts. The Company derives its revenue from the sale of products to customers. The Company sells its products primarily through a distribution network of equipment dealers, OEMs and battery distributors in primarily North America. The Company recognizes revenue for the products when all significant risks and rewards have been transferred to the customer, there is no continuing managerial involvement associated with ownership of the goods sold is retained, no effective control over the goods sold is retained, the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transactions will flow to the Company and the costs incurred or to be incurred with respect to the transaction can be measured reliably. Product revenue is recognized as a distinct single performance obligation which for the Company’s three major customers represents the point in time that they receive delivery of the products, and for all other customers represents the point in time that the Company ships the products. Our customers do have a right to return product but our returns have historically been minimal. |
Product Warranties | Product Warranties The Company evaluates its exposure to product warranty obligations based on historical experience. Our products, primarily lift equipment packs, are warrantied for five years unless modified by a separate agreement. As of June 30, 2022 and 2021, the Company carried warranty liability of approximately $ 1,012,000 and $ 895,000 , respectively, which is included in accrued expenses on the Company’s consolidated balance sheets. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets In accordance with authoritative guidance for the impairment or disposal of long-lived assets, if indicators of impairment exist, the Company assesses the recoverability of the affected long-lived assets by determining whether the carrying value of such assets can be recovered through the undiscounted future operating cash flows. If impairment is indicated, the Company measures the amount of such impairment by comparing the carrying value of the asset to the present value of the expected future cash flows associated with the use of the asset. The Company believes that no impairment indicators were present, and accordingly no impairment losses were recognized during the fiscal years ended June 30, 2022 and 2021. |
Research and Development | Research and Development The Company is actively engaged in new product development efforts. Research and development cost relating to possible future products are expensed as incurred. |
Income Taxes | Income Taxes Pursuant to FASB ASC Topic No. 740, Income Taxes, no unrecognized tax benefits have been identified as of June 30, 2022 or June 30, 2021, and accordingly, no additional tax liabilities have been recorded. The Company records deferred tax assets and liabilities based on the differences between the financial statement and tax bases of assets and liabilities and on operating loss carry forwards using enacted tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. |
Net Loss Per Common Share | Net Loss Per Common Share The Company calculates basic loss per common share by dividing net loss by the weighted average number of common shares outstanding during the periods. Diluted loss per common share includes the impact from all dilutive potential common shares relating to outstanding convertible securities. For the years ended June 30, 2022 and 2021, basic and diluted weighted-average common shares outstanding were 15,439,530 and 11,796,217 , respectively. The Company incurred a net loss for the years ended June 30, 2022 and 2021, and therefore, basic and diluted loss per share for each fiscal year were the same because potential common share equivalent would have been anti-dilutive. The total potentially dilutive common shares outstanding at June 30, 2022 and 2021 that were excluded from diluted weighted-average common shares outstanding represent shares underlying outstanding convertible debt, stock options, RSUs, and warrants, and totaled 2,262,773 and 877,740 , respectively. |
New Accounting Standards | New Accounting Standards Recently Adopted Accounting Pronouncements The Company did not adopt any new accounting pronouncements for the year ended June 30, 2022 and 2021. Management has considered all recent accounting pronouncements issued since the last audit of the Company’s consolidated financial statements. |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Inventory Disclosure [Abstract] | |
SCHEDULE OF INVENTORIES | Inventories consist of the following: SCHEDULE OF INVENTORIES June 30, 2022 June 30, 2021 Raw materials $ 12,989,000 $ 8,185,000 Work in process 927,000 918,000 Finished goods 2,346,000 1,410,000 Total Inventories $ 16,262,000 $ 10,513,000 |
OTHER CURRENT ASSETS (Tables)
OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
SCHEDULE OF OTHER CURRENT ASSETS | Other current assets consist of the following: SCHEDULE OF OTHER CURRENT ASSETS June 30, 2022 June 30, 2021 Prepaid insurance $ 478,000 $ 249,000 Prepaid inventory 14,000 73,000 Debt issuance costs 426,000 - Prepaid expenses 343,000 95,000 Total other current assets $ 1,261,000 $ 417,000 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCRUED EXPENSES | Accrued expenses consist of the following: SCHEDULE OF ACCRUED EXPENSES June 30, 2022 June 30, 2021 Payroll and bonus accrual $ 767,000 $ 1,271,000 PTO accrual 430,000 417,000 Warranty liability 1,012,000 895,000 Total accrued expenses $ 2,209,000 $ 2,583,000 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY PLANT AND EQUIPMENT NET | Property, plant and equipment, net consist of the following: SCHEDULE OF PROPERTY PLANT AND EQUIPMENT NET June 30, 2022 June 30, 2021 Vehicles $ 20,000 $ 20,000 Machinery and equipment 808,000 593,000 Office equipment 1,574,000 1,027,000 Furniture and Equipment 256,000 220,000 Leasehold improvements 56,000 56,000 Property, plant and equipment, gross 2,714,000 1,916,000 Less: Accumulated depreciation (1,136,000 ) (560,000 ) Total property, plant and equipment, net $ 1,578,000 $ 1,356,000 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
SCHEDULE OF STOCK WARRANT ACTIVITY | Warrant detail for the year ended June 30, 2022 is reflected below: SCHEDULE OF STOCK WARRANT ACTIVITY Number of Warrants Weighted Average Exercise Price Per Warrant Remaining Contract Term Warrants outstanding and exercisable at June 30, 2021 214,883 $ 4.49 Warrants issued 1,240,236 $ 6.38 Warrants outstanding and exercisable at June 30, 2022 1,455,119 $ 6.10 4.17 Warrant detail for the year ended June 30, 2021 is reflected below: Number of Warrants Weighted Average Exercise Price Per Warrant Remaining Contract Term Warrants outstanding and exercisable at June 30, 2020 83,205 $ 4.00 Warrants issued 185,955 $ 4.80 Warrants exercised (40,993 ) $ 4.80 Warrants forfeited (13,284 ) $ 4.80 Warrants outstanding and exercisable at June 30, 2021 214,883 $ 4.49 2.92 |
SCHEDULE OF STOCK OPTIONS ACTIVITY | Activity in stock options during the year ended June 30, 2022 and related balances outstanding as of that date are reflected below: SCHEDULE OF STOCK OPTIONS ACTIVITY Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contract Term Outstanding at June 30, 2021 531,205 $ 11.02 Exercised (3,400 ) $ 4.65 Forfeited and cancelled (24,372 ) $ 11.65 Outstanding and exercisable at June 30, 2022 503,433 $ 11.03 5.66 Activity in stock options during the year ended June 30, 2021 and related balances outstanding as of that date are reflected below: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contract Term Outstanding at June 30, 2020 579,584 $ 11.00 Exercised (22,760 ) $ 6.16 Forfeited and cancelled (25,619 ) $ 14.62 Outstanding at June 30, 2021 531,205 $ 11.02 6.73 Exercisable at June 30, 2021 490,323 $ 10.87 6.64 |
SCHEDULE OF RESTRICTED STOCK UNITS ACTIVITY | Activity in RSUs during the year ended June 30, 2022 and related balances outstanding as of that date are reflected below: SCHEDULE OF RESTRICTED STOCK UNITS ACTIVITY Number of Shares Weighted Average Grant date Fair Value Weighted Average Remaining Contract Term (# years) Outstanding at June 30, 2021 131,652 $ 9.25 Granted 250,786 $ 4.82 Vested/Settled (9,156 ) $ 11.56 Forfeited and cancelled (69,061 ) $ 6.93 Outstanding at June 30, 2022 304,221 $ 6.06 1.82 Activity in RSUs during the year ended June 30, 2021 and related balances outstanding as of that date are reflected below: Number of Shares Weighted Average Grant date Fair Value Weighted Average Remaining Contract Term (# years) Outstanding at June 30, 2020 - $ - Granted 153,177 $ 9.20 Forfeited and cancelled (21,525 ) $ 8.88 Outstanding at June 30, 2021 131,652 $ 9.25 2.72 |
SCHEDULE OF STOCK-BASED COMPENSATION EXPENSES | The following table summarizes stock-based compensation expense for employee and non-employee option and RSU grants: SCHEDULE OF STOCK-BASED COMPENSATION EXPENSES Years ended June 30, 2022 2021 Research and development $ 144,000 $ 178,000 Selling and administrative 567,000 619,000 Total stock-based compensation expense $ 711,000 $ 797,000 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES | The Company has incurred losses since inception, so no current income tax provision or benefit has been recorded. Significant components of the Company’s net deferred tax assets are shown in the table below. SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES Year Ended June 30, 2022 2021 Deferred Tax Assets: Net operating loss carryforwards $ 20,654,000 $ 16,111,000 Research & development credit carryforward 27,000 27,000 Stock compensation 1,636,000 1,696,000 Interest expense Sec. 163 - 366,000 Lease liability 802,000 924,000 Other, net 559,000 564,000 Gross deferred tax assets 23,678,000 19,688,000 Valuation allowance for deferred tax assets (22,951,000 ) (18,839,000 ) Total deferred tax assets $ 727,000 $ 849,000 Deferred Tax Liabilities: Right of use asset $ (727,000 ) $ (849,000 ) Total deferred tax liabilities (727,000 ) (849,000 ) Net deferred tax liabilities $ - $ - |
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION | The provision for income taxes on earnings subject to income taxes differs from the statutory federal rate at June 30, 2022 and 2021, due to the following: SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION Year Ended June 30, 2022 2021 Federal income taxes at 21% $ (3,278,000 ) $ (2,686,000 ) State income taxes, net (1,090,000 ) (894,000 ) Permanent differences and other 102,000 (58,000 ) Other true ups, if any 154,000 (27,000 ) Change in valuation allowance (4,112,000 ) (3,665,000 ) Provision for income taxes $ - $ - |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS | The Future Minimum Lease Payments are: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS 2023 $ 768,000 2024 791,000 2025 815,000 2026 840,000 Thereafter 359,000 Total Future Minimum Lease Payments 3,573,000 Less: discount (708,000 ) Total lease liability $ 2,865,000 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Sep. 12, 2022 | |
Property, Plant and Equipment [Line Items] | |||
Net Cash Provided by (Used in) Operating Activities | $ 23,893,000 | $ 18,358,000 | |
Retained Earnings (Accumulated Deficit) | 81,814,000 | 66,205,000 | |
Proceeds from Customers | 65,000,000 | ||
Cash | 485,000 | 4,713,000 | |
Cash Equivalents, at Carrying Value | 0 | ||
Inventory Adjustments | 61,000 | 195,000 | |
Standard and Extended Product Warranty Accrual | $ 1,012,000 | 895,000 | |
Impairment, Long-Lived Asset, Held-for-Use | 0 | ||
Unrecognized Tax Benefits | $ 0 | ||
Weighted Average Number of Shares Outstanding, Basic | 15,439,530 | 11,796,217 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,262,773 | 877,740 | |
Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Useful Life | 3 years | ||
Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Useful Life | 10 years | ||
A T M Agreement [Member] | Subsequent Event [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Long-Term Line of Credit | $ 5,700,000 | ||
SVB Credit Facility [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Line of Credit Facility, Remaining Borrowing Capacity | $ 3,200,000 | ||
[custom:LineOfCreditFacilityFutureDraws-0] | $ 4,000,000 |
SCHEDULE OF INVENTORIES (Detail
SCHEDULE OF INVENTORIES (Details) - USD ($) | Jun. 30, 2022 | Jun. 30, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 12,989,000 | $ 8,185,000 |
Work in process | 927,000 | 918,000 |
Finished goods | 2,346,000 | 1,410,000 |
Total Inventories | $ 16,262,000 | $ 10,513,000 |
SCHEDULE OF OTHER CURRENT ASSET
SCHEDULE OF OTHER CURRENT ASSETS (Details) - USD ($) | Jun. 30, 2022 | Jun. 30, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid insurance | $ 478,000 | $ 249,000 |
Prepaid inventory | 14,000 | 73,000 |
Debt issuance costs | 426,000 | |
Prepaid expenses | 343,000 | 95,000 |
Total other current assets | $ 1,261,000 | $ 417,000 |
SCHEDULE OF ACCRUED EXPENSES (D
SCHEDULE OF ACCRUED EXPENSES (Details) - USD ($) | Jun. 30, 2022 | Jun. 30, 2021 |
Payables and Accruals [Abstract] | ||
Payroll and bonus accrual | $ 767,000 | $ 1,271,000 |
PTO accrual | 430,000 | 417,000 |
Warranty liability | 1,012,000 | 895,000 |
Total accrued expenses | $ 2,209,000 | $ 2,583,000 |
SCHEDULE OF PROPERTY PLANT AND
SCHEDULE OF PROPERTY PLANT AND EQUIPMENT NET (Details) - USD ($) | Jun. 30, 2022 | Jun. 30, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 2,714,000 | $ 1,916,000 |
Less: Accumulated depreciation | (1,136,000) | (560,000) |
Total property, plant and equipment, net | 1,578,000 | 1,356,000 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 20,000 | 20,000 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 808,000 | 593,000 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,574,000 | 1,027,000 |
Furniture And Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 256,000 | 220,000 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 56,000 | $ 56,000 |
PROPERTY, PLANT AND EQUIPMENT_3
PROPERTY, PLANT AND EQUIPMENT, NET (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 575,000 | $ 274,000 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Oct. 29, 2021 | Feb. 09, 2021 | May 02, 2020 | Jun. 30, 2022 |
Silicon Valley Bank [Member] | Revolving Credit Facility [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Long-Term Line of Credit | $ 4,889,000 | |||
Line of Credit Facility, Remaining Borrowing Capacity | 3,111,000 | |||
Silicon Valley Bank [Member] | Revolving Credit Facility [Member] | First Amendment [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 6,000,000 | |||
Line of Credit Facility, Expiration Date | Nov. 07, 2022 | |||
Line of Credit Facility, Interest Rate Description | (i) Prime Rate plus two and a half percent (2.50%), or (ii) five and three-quarters percent (5.75%). The Company paid a non-refundable commitment fee of $15,000 upon execution of the Loan Agreement and an additional non-refundable commitment fee of $22,500 in connection with the First Amendment On June 23, 2022, the Company entered into a Second Amendment to Loan and Security Agreement (“Second Amendment” and together with the Loan Agreement and First Amendment the “Amended Loan Agreement”) with Silicon Valley Bank (“SVB”), which amended certain terms of the Loan and Security Agreement dated November 9, 2020, as amended on October 29, 2021, including but not limited to, (i) to increase the amount of the revolving line of credit to $8.0 million, (ii) to change the financial covenants of the Company from tangible net worth of the Company to adjusted EBITDA (as defined in the Second Amendment) on a trailing six (6) month basis and liquidity ratio certified as of the end of each month pursuant to the calculations set forth therein, and (iii) to allow for the assignment and transfer by SVB of all of its obligations, rights and benefits under the Agreement and Loan Documents (as defined in the Agreement and except for the Warrants) | |||
Line of Credit Facility, Commitment Fee Amount | $ 15,000 | |||
Silicon Valley Bank [Member] | Revolving Credit Facility [Member] | First Amendment [Member] | Minimum [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | 4,000,000 | |||
Silicon Valley Bank [Member] | Revolving Credit Facility [Member] | First Amendment [Member] | Maximum [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 6,000,000 | |||
Silicon Valley Bank [Member] | Revolving Credit Facility [Member] | Second Amendment [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Line of Credit Facility, Interest Rate Description | (A) Prime Rate plus three and one-half of one percent (3.50%) or (B) seven and one-half of one percent (7.50%). Interest payment is due monthly on the last day of the month. In addition, the Company is required to pay a quarterly unused facility fee equal to one-quarter of one percent (0.25%) per annum of the average daily unused portion of the $6.0 million commitment under the Revolving LOC, depending upon availability of borrowings under the Revolving LOC | |||
Line of Credit Facility, Commitment Fee Amount | $ 5,000 | |||
Warrants and Rights Outstanding, Term | 12 years | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 40,806 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2.23 | |||
Paycheck Protection Program [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt Instrument, Face Amount | $ 1,297,000 | |||
Debt Instrument, Term | 2 years | |||
Debt Instrument, Interest Rate, Stated Percentage | 1% | |||
Debt Instrument, Decrease, Forgiveness | $ 1,307,000 | |||
Notes Payable | $ 0 | |||
Paycheck Protection Program [Member] | Principal Forgiveness [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt Instrument, Decrease, Forgiveness | 1,297,000 | |||
Paycheck Protection Program [Member] | Accrued Interest Forgiveness [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt Instrument, Decrease, Forgiveness | $ 10,000 |
RELATED PARTY DEBT AGREEMENTS (
RELATED PARTY DEBT AGREEMENTS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||||||
May 11, 2022 | Aug. 19, 2020 | Jul. 27, 2020 | Jul. 09, 2020 | Jun. 02, 2020 | Sep. 02, 2019 | Jul. 03, 2019 | Mar. 31, 2021 | Nov. 30, 2020 | Aug. 31, 2020 | Jul. 22, 2020 | Mar. 22, 2018 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 09, 2020 | |
Related Party Transaction [Line Items] | |||||||||||||||
Line of Credit, Current | $ 4,889,000 | ||||||||||||||
Esenjay [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 1,045,000 | ||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 261,133 | ||||||||||||||
Esenjay [Member] | Original Esenjay Note [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Debt Instrument, Face Amount | $ 1,400,000 | $ 750,000 | |||||||||||||
Debt Instrument, Maturity Date | Jun. 30, 2020 | ||||||||||||||
Esenjay [Member] | Original Esenjay Note [Member] | Extended Maturity [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Debt Instrument, Maturity Date | Sep. 30, 2020 | ||||||||||||||
Cleveland Capital L.P [Member] | Cleveland Warrant [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Purchase Price of Common Stock, Percent | 0.50% | ||||||||||||||
Cleveland Capital L.P [Member] | Unsecured Promissory Note [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Debt Instrument, Maturity Date | Sep. 01, 2019 | ||||||||||||||
Loans Payable | $ 1,000,000 | ||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 15% | ||||||||||||||
Repayments of Debt | $ 978,000 | $ 200,000 | |||||||||||||
Three Accredited Investors [Member] | Original Esenjay Note [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Proceeds from Loans | $ 900,000 | ||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 900,000 | ||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 4 | ||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 225,000 | ||||||||||||||
Minimum [Member] | Cleveland Capital L.P [Member] | Cleveland Warrant [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Purchase Price of Common Stock, Percent | 0.50% | ||||||||||||||
Maximum [Member] | Cleveland Capital L.P [Member] | Cleveland Warrant [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Purchase Price of Common Stock, Percent | 1% | ||||||||||||||
Credit Facility Agreement [Member] | Esenjay Investments, LLS [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 5,000,000 | ||||||||||||||
Repayments of Lines of Credit | $ 1,402,000 | ||||||||||||||
Credit Facility Agreement [Member] | Lenders [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Line of Credit Facility, Commitment Fee Amount | $ 4,000,000 | ||||||||||||||
Line of Credit Facility, Interest Rate During Period | 15% | ||||||||||||||
Line of Credit Facility, Commitment Fee Percentage | 2% | ||||||||||||||
[custom:CommitmentRate] | 3.50% | ||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 128,000 | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2.53 | ||||||||||||||
[custom:WarrantsDescription] | the number of warrants issued to each Lender is equal to the product of (i) 160,000 shares of common stock multiplied by (ii) the ratio represented by each Lender’s Commitment Amount divided by the $5,000,000) | ||||||||||||||
Credit Facility Agreement [Member] | Lenders [Member] | Placement Agent [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Line of Credit Facility, Commitment Fee Percentage | 3% | ||||||||||||||
Credit Facility Agreement [Member] | Lenders [Member] | Minimum [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Line of Credit, Current | $ 3,000,000 | ||||||||||||||
Credit Facility Agreement [Member] | Lenders [Member] | Maximum [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Line of Credit, Current | 5,000,000 | ||||||||||||||
Legal Fees | $ 10,000 | ||||||||||||||
Third Amended and Restated Credit Facility Agreement [Member] | Original Esenjay Note [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Long-Term Line of Credit | $ 564,000 | ||||||||||||||
Third Amended and Restated Credit Facility Agreement [Member] | Lenders [Member] | Esenjay LOC Note [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Debt Instrument, Face Amount | $ 2,632,000 | $ 2,161,000 | |||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 4 | $ 4 | |||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 658,103 | 540,347 | |||||||||||||
Loan Agreement [Member] | Cleveland Capital L.P [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Debt Instrument, Face Amount | $ 957,000 | ||||||||||||||
Loans Payable | $ 1,000,000 | ||||||||||||||
First Amendment [Member] | Cleveland Capital L.P [Member] | Unsecured Promissory Note [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Debt Instrument, Maturity Date | Dec. 01, 2019 | ||||||||||||||
First Amendment [Member] | Minimum [Member] | Cleveland Capital L.P [Member] | Cleveland Warrant [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Purchase Price of Common Stock, Percent | 0.50% | ||||||||||||||
First Amendment [Member] | Maximum [Member] | Cleveland Capital L.P [Member] | Cleveland Warrant [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Purchase Price of Common Stock, Percent | 1% | ||||||||||||||
Eighth Amendment [Member] | Cleveland Capital L.P [Member] | Unsecured Promissory Note [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Debt Instrument, Maturity Date | Jul. 31, 2020 | ||||||||||||||
Eighth Amendment [Member] | Cleveland Capital L.P [Member] | Unsecured Promissory Note [Member] | Extended Maturity [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Debt Instrument, Maturity Date | Aug. 31, 2020 | ||||||||||||||
Amended credit facility agreement [Member] | Esenjay Investments, LLS [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 12,000,000 | ||||||||||||||
Line of Credit Facility, Expiration Date | Sep. 30, 2021 | ||||||||||||||
Third amended and restated facility agreement [Member] | Esenjay Investments, LLS [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Line of Credit Facility, Expiration Date | Sep. 30, 2021 |
SCHEDULE OF STOCK WARRANT ACTIV
SCHEDULE OF STOCK WARRANT ACTIVITY (Details) - Warrant [Member] - $ / shares | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Number of warrants, outstanding and exercisable, beginning balance | 214,883 | 83,205 |
Weighted average exercise price, outstanding, beginning balance | $ 4.49 | $ 4 |
Number of warrants, warrants issued | 1,240,236 | 185,955 |
Weighted average exercise price, warrants issued | $ 6.38 | $ 4.80 |
Number of warrants, outstanding, ending balance | 1,455,119 | 214,883 |
Weighted average exercise price per warrant, outstanding and exercisable, ending balance | $ 6.10 | $ 4.49 |
Remaining Contract Term (years) Warrants outstanding and exercisable | 4 years 2 months 1 day | 2 years 11 months 1 day |
Number of warrants, warrants exercised | (40,993) | |
Weighted average exercise price, warrants exercised | $ 4.80 | |
Number of warrants, warrants forfeited | (13,284) | |
Weighted average exercise price, warrants forfeited | $ 4.80 |
SCHEDULE OF STOCK OPTIONS ACTIV
SCHEDULE OF STOCK OPTIONS ACTIVITY (Details) - $ / shares | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Equity [Abstract] | ||
Number of shares, outstanding, beginning balance | 531,205 | 579,584 |
Weighted average exercise price, outstanding, beginning balance | $ 11.02 | $ 11 |
Number of shares, exercised | (3,400) | (22,760) |
Weighted average exercise price, exercised | $ 4.65 | $ 6.16 |
Number of shares, forfeited and cancelled | (24,372) | (25,619) |
Weighted average exercise price, forfeited and cancelled | $ 11.65 | $ 14.62 |
Number of shares, outstanding, ending balance | 503,433 | 531,205 |
Weighted average exercise price, outstanding, ending balance | $ 11.03 | $ 11.02 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 5 years 7 months 28 days | 6 years 7 months 20 days |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 6 years 8 months 23 days | |
Number of shares, exercisable, ending balance | 490,323 | |
Weighted average exercise price, exercisable, ending balance | $ 10.87 |
SCHEDULE OF RESTRICTED STOCK UN
SCHEDULE OF RESTRICTED STOCK UNITS ACTIVITY (Details) - $ / shares | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Equity [Abstract] | ||
Number of shares, outstanding, beginning balance | 131,652 | |
Weighted average grant date fair value, outstanding, beginning balance | $ 9.25 | |
Number of shares, granted | 250,786 | 153,177 |
Weighted average drant date fair value, granted | $ 4.82 | $ 9.20 |
Number of shares, settled | (9,156) | |
Weighted average drant date fair value, settled | $ 11.56 | |
Number of Shares, Forfeited and cancelled | (69,061) | (21,525) |
Weighted average grant date fair value, forfeited and cancelled | $ 6.93 | $ 8.88 |
Number of shares, outstanding, ending balance | 304,221 | 131,652 |
Weighted average grant date fair value, outstanding, ending balance | $ 6.06 | $ 9.25 |
Remaining Contract Term (years) Warrants outstanding and exercisable | 1 year 9 months 25 days | 2 years 8 months 19 days |
SCHEDULE OF STOCK-BASED COMPENS
SCHEDULE OF STOCK-BASED COMPENSATION EXPENSES (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Total stock-based compensation expense | $ 711,000 | $ 797,000 |
Research and Development Expense [Member] | ||
Total stock-based compensation expense | 144,000 | 178,000 |
General and Administrative Expense [Member] | ||
Total stock-based compensation expense | $ 567,000 | $ 619,000 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | 18 Months Ended | |||||||||||||||||||
Oct. 29, 2021 | Sep. 27, 2021 | May 27, 2021 | Apr. 29, 2021 | Dec. 21, 2020 | Nov. 06, 2020 | Nov. 05, 2020 | Jul. 24, 2020 | Jul. 22, 2020 | Jun. 30, 2020 | Apr. 22, 2020 | Sep. 02, 2019 | Jul. 03, 2019 | Jun. 30, 2022 | May 31, 2022 | Sep. 30, 2021 | Mar. 31, 2021 | Aug. 31, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Feb. 17, 2015 | |
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Proceeds from Issuance Initial Public Offering | $ 1,602,000 | $ 22,855,000 | ||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Intrinsic Value | $ 0 | 0 | $ 0 | |||||||||||||||||||
Share-Based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | 0 | $ 0 | 0 | |||||||||||||||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 1 year 9 months 25 days | |||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Share-Based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $ 983,000 | $ 983,000 | $ 983,000 | |||||||||||||||||||
2010 Option Plan [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant | 21,944 | 21,944 | 21,944 | |||||||||||||||||||
2014 Equity Incentive Plan [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant | 170,725 | 170,725 | 170,725 | |||||||||||||||||||
2021 Equity Incentive Plan [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized | 2,000,000 | |||||||||||||||||||||
2014 Option Plan [Member] | Performance Based RSU [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 48,914 | 45,652 | ||||||||||||||||||||
2014 Option Plan [Member] | Time Based RSU [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 45,686 | |||||||||||||||||||||
2014 Plan [Member] | Time Based RSU [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 48,914 | 18,312 | ||||||||||||||||||||
Second Amendment Loan [Member] | Security Agreement [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2.23 | $ 2.23 | $ 2.23 | |||||||||||||||||||
Warrants and Rights Outstanding, Term | 12 years | 12 years | 12 years | |||||||||||||||||||
Class of Warrant or Right, Outstanding | 40,806 | 40,806 | 40,806 | |||||||||||||||||||
Fair Value Adjustment of Warrants | $ 80,000 | |||||||||||||||||||||
Investors [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Equity Method Investment, Ownership Percentage | 4.99% | |||||||||||||||||||||
Secured Promissory Note [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Shares Issued, Price Per Share | $ 4 | |||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 2,161,000 | $ 7,383,000 | $ 2,632,000 | |||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 4 | |||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 540,347 | 1,845,830 | 658,103 | |||||||||||||||||||
Esenjay Note [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Shares Issued, Price Per Share | $ 4 | |||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 400,000 | |||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 100,000 | |||||||||||||||||||||
Two investors [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 66,250 | |||||||||||||||||||||
Sale of Stock, Price Per Share | $ 4 | |||||||||||||||||||||
Sale of stock, shares amount | 265,000 | |||||||||||||||||||||
Six investors [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 275,000 | |||||||||||||||||||||
Sale of Stock, Price Per Share | $ 4 | |||||||||||||||||||||
Sale of Stock, Consideration Received on Transaction | $ 1,100,000 | |||||||||||||||||||||
Esenjay [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Proceeds from Issuance Initial Public Offering | 300,000 | |||||||||||||||||||||
Mr. Dutt [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Proceeds from Issuance Initial Public Offering | $ 50,000 | |||||||||||||||||||||
Accredited Investors [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Sale of Stock, Price Per Share | $ 4 | |||||||||||||||||||||
Sale of Stock, Consideration Received on Transaction | $ 3,200,000 | |||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 800,000 | |||||||||||||||||||||
Mr. Cosentino [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Proceeds from Issuance Initial Public Offering | $ 250,000 | |||||||||||||||||||||
Two Accredited Investors [Member] | Esenjay Note [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Shares Issued, Price Per Share | $ 4 | |||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 500,000 | |||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 125,000 | |||||||||||||||||||||
Underwriters [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 4.80 | |||||||||||||||||||||
Warrants and Rights Outstanding, Term | 5 years | |||||||||||||||||||||
Class of Warrant or Right, Outstanding | 185,955 | |||||||||||||||||||||
Fair Value Adjustment of Warrants | $ 513,000 | |||||||||||||||||||||
Investor [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 7 | |||||||||||||||||||||
Warrants and Rights Outstanding, Term | 5 years | |||||||||||||||||||||
Class of Warrant or Right, Outstanding | 1,071,430 | |||||||||||||||||||||
Fair Value Adjustment of Warrants | $ 3,874,000 | |||||||||||||||||||||
Lender [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2.53 | |||||||||||||||||||||
Warrants and Rights Outstanding, Term | 5 years | |||||||||||||||||||||
Class of Warrant or Right, Outstanding | 128,000 | |||||||||||||||||||||
Fair Value Adjustment of Warrants | $ 173,000 | |||||||||||||||||||||
Executive Officers [Member] | 2014 Option Plan [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 97,828 | 43,527 | ||||||||||||||||||||
Employees [Member] | 2014 Option Plan [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 91,338 | |||||||||||||||||||||
Employees [Member] | 2014 Option Plan [Member] | Time Based RSU [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 81,786 | |||||||||||||||||||||
Maximum [Member] | 2014 Equity Incentive Plan [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized | 1,000,000 | |||||||||||||||||||||
At The Market Offering [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Proceeds from Issuance Initial Public Offering | $ 14,300,000 | |||||||||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 1,169,564 | |||||||||||||||||||||
Sale of Stock, Price Per Share | $ 12.24 | $ 12.24 | $ 12.24 | |||||||||||||||||||
Proceeds from Issuance of Common Stock | $ 13,700,000 | |||||||||||||||||||||
At The Market Offering [Member] | Minimum [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Proceeds from Issuance Initial Public Offering | $ 10,000,000 | |||||||||||||||||||||
At The Market Offering [Member] | Maximum [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Proceeds from Issuance Initial Public Offering | $ 20,000,000 | |||||||||||||||||||||
At the Market Registered Direct Offering [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 2,142,860 | |||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,071,430 | |||||||||||||||||||||
Share Price | $ 7 | |||||||||||||||||||||
Proceeds from Issuance of Warrants | $ 15,000,000 | |||||||||||||||||||||
Deferred Offering Costs | $ 1,000,000 | |||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 7 | |||||||||||||||||||||
IPO [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Shares Issued, Price Per Share | $ 4 | |||||||||||||||||||||
Proceeds from Issuance Initial Public Offering | $ 12,400,000 | |||||||||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 3,099,250 | |||||||||||||||||||||
Deferred Offering Costs | $ 1,700,000 | |||||||||||||||||||||
H.C. Wainwright & Co., LLC [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Shares Issued, Price Per Share | $ 0.001 | |||||||||||||||||||||
Commission percentage | 3% | |||||||||||||||||||||
Reimbursement description | In addition, the Company agreed to reimburse HCW for certain legal and other expenses incurred up to a maximum of $50,000 to establish the ATM Offering, and $2,500 per quarter thereafter to maintain such program under the Sales Agreement. | |||||||||||||||||||||
Cleveland Capital L.P [Member] | Cleveland Warrant [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Shares Issued, Price Per Share | $ 4 | |||||||||||||||||||||
Warrants and Rights Outstanding, Term | 3 years | |||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Purchase Price of Common Stock, Percent | 0.50% | |||||||||||||||||||||
Class of Warrant or Right, Outstanding | 83,205 | |||||||||||||||||||||
Fair Value Adjustment of Warrants | $ 174,000 | |||||||||||||||||||||
[custom:ClassOfWarrantOrRightExercisable-0] | 83,205 | |||||||||||||||||||||
Cleveland Capital L.P [Member] | Minimum [Member] | Cleveland Warrant [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Purchase Price of Common Stock, Percent | 0.50% | |||||||||||||||||||||
Cleveland Capital L.P [Member] | Maximum [Member] | Cleveland Warrant [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Purchase Price of Common Stock, Percent | 1% |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) | Jun. 30, 2022 | Jun. 30, 2021 |
Deferred Tax Assets: | ||
Net operating loss carryforwards | $ 20,654,000 | $ 16,111,000 |
Research & development credit carryforward | 27,000 | 27,000 |
Stock compensation | 1,636,000 | 1,696,000 |
Interest expense Sec. 163 | 366,000 | |
Lease liability | 802,000 | 924,000 |
Other, net | 559,000 | 564,000 |
Gross deferred tax assets | 23,678,000 | 19,688,000 |
Valuation allowance for deferred tax assets | (22,951,000) | (18,839,000) |
Total deferred tax assets | 727,000 | 849,000 |
Deferred Tax Liabilities: | ||
Right of use asset | (727,000) | (849,000) |
Total deferred tax liabilities | (727,000) | (849,000) |
Net deferred tax liabilities |
SCHEDULE OF EFFECTIVE INCOME TA
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||
Federal income taxes at 21% | $ (3,278,000) | $ (2,686,000) |
State income taxes, net | (1,090,000) | (894,000) |
Permanent differences and other | 102,000 | (58,000) |
Other true ups, if any | 154,000 | (27,000) |
Change in valuation allowance | (4,112,000) | (3,665,000) |
Provision for income taxes |
SCHEDULE OF EFFECTIVE INCOME _2
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION (Details) (Parenthetical) | 12 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21% |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2018 | Jun. 30, 2017 | |
Operating Loss Carryforwards [Line Items] | ||||
Deferred Tax Assets, Valuation Allowance | $ 22,951,000 | $ 18,839,000 | ||
Operating Loss Carryforwards, Expiration Year | 2030 | |||
Income Tax Examination, Description | Internal Revenue Code Sections 382 limits the use of our net operating loss carryforwards if there has been a cumulative change in ownership of more than 50% within a three-year period. | |||
Unrecognized Tax Benefits | $ 0 | |||
State and Local Jurisdiction [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating Loss Carryforwards | $ 74,150,000 | |||
Domestic Tax Authority [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating Loss Carryforwards | $ 72,776,000 | $ 22,408,000 | $ 51,742,000 |
CONCENTRATIONS (Details Narrati
CONCENTRATIONS (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Concentration Risk [Line Items] | ||
Cash, FDIC Insured Amount | $ 250,000 | |
Cash and Cash Equivalents, at Carrying Value | 485,000 | $ 4,713,000 |
Revenue from Contract with Customer, Excluding Assessed Tax | 42,333,000 | 26,257,000 |
Four Major Customers [Member | Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 29,254,000 | |
Concentration Risk, Percentage | 69% | |
Three major customers [Member] | Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 16,004,000 | |
Concentration Risk, Percentage | 61% | |
One Supplier [Member] | Purchase [Member] | Supplier Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 28% | |
Cost of Goods and Services Sold | $ 13,884,000 | |
One Supplier [Member] | Purchase [Member] | Supplier Concentration Risk [Member] | Minimum [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 10% | |
Two Suppliers [Member] | Purchase [Member] | Supplier Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 27% | |
Cost of Goods and Services Sold | $ 9,260,000 | |
Two Suppliers [Member] | Purchase [Member] | Supplier Concentration Risk [Member] | Minimum [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 10% |
SCHEDULE OF FUTURE MINIMUM LEAS
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS (Details) | Jun. 30, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2023 | $ 768,000 |
2024 | 791,000 |
2025 | 815,000 |
2026 | 840,000 |
Thereafter | 359,000 |
Total Future Minimum Lease Payments | 3,573,000 |
Less: discount | (708,000) |
Total lease liability | $ 2,865,000 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 12 Months Ended | |||
Feb. 26, 2020 USD ($) ft² $ / shares | Apr. 25, 2019 USD ($) ft² | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | |
Payments for Rent | $ 867,000 | $ 841,000 | ||
Accutek [Member] | ||||
Area of Land | ft² | 17,539 | 45,600 | ||
Lessee, Operating Lease, Description | The lease for the additional space commenced 30 days following the occupancy date of the additional space, and terminates concurrently with the term for the lease of the original lease, which expires on | The Lease has an initial term of seven years and four months, commencing on or about June 28, 2019. | ||
Lessee, Operating Lease, Option to Extend | The lease contains an option to extend the term for two periods of 24 months, and the right of first refusal to lease an additional approximate 15,300 square feet. | |||
Payments for Rent | $ 62,000 | |||
Lease Expiration Date | Nov. 20, 2026 | |||
Lease, per rentable square | $ / shares | $ 0.93 | |||
Payments to Acquire Furniture and Fixtures | $ 8,300 | |||
Accutek [Member] | Space [Member] | ||||
Area of Land | ft² | 16,309 | |||
Accutek [Member] | Residential Unit [Member] | ||||
Area of Land | ft² | 1,230 | |||
Accutek [Member] | First 12 Months [Member] | ||||
Payments for Rent | $ 42,400 | |||
Escalating lease payment percentage | 3% |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - shares | 12 Months Ended | ||
Aug. 26, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | |
Subsequent Event [Line Items] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period | 250,786 | 153,177 | |
Subsequent Event [Member] | Restricted Stock Units (RSUs) [Member] | |||
Subsequent Event [Line Items] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period | 5,034 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights | of which 1/3 vested immediately, each of the remaining 1/3 of the RSUs will vest on April 29, 2023, and April 29, 2024 |