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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Convertible Note (1) | (1) | 06/26/2020 | S | $ 1,350,000 | (1) | 06/30/2020 | Common Stock | (1) | (1) | $ 4,916,503 | I | See footnote (3) | |||
| Convertible Note (2) | (2) | 06/26/2020 | S | $ 500,000 | (2) | 09/30/2020 | Common Stock | (2) | (2) | $ 900,000 | I | See footnote (3) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Johnson Michael C/O FLUX POWER HOLDINGS, INC. 2685 S. MELROSE DRIVE VISTA,, CA 92081 |
X | X | ||
| /s/ Michael Johnson | 06/30/2020 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Pursuant to the Secured Promissory Note ("LOC Note"), dated 3/28/19, as amended on 10/10/19 and 12/31/19 held by Esenjay Investments, LLC ("Esenjay") for a $12 million line of credit to Flux Power, Inc. ("FPI"), the wholly-owned subsidiary of the Issuer, Esenjay made additional advances under the LOC Note as follows since 12/31/19 (as of 12/31/19, Esenjay advanced $5,666,503 under the LOC Note): $300,000 - 1/17/20, $100,000 - 1/29/20, $200,000 - 2/28/20, and $200,000 - 4/24/20. On 1/21/20, FPI repaid $200,000 under the LOC Note. The LOC Note grants Esenjay the right to convert the Note at any time on or after the Issuer's next the next qualified financing (with gross proceeds of at least $1 million) at a conversion price equal to the price per share paid by other investors in such financing. The LOC Note was not convertible and the conversion price was not fixed at 6/26/20. |
| (2) | Pursuant to the Amended and Restated Convertible Promissory Note issued by the Issuer to Esenjay dated 3/9/20, as amended on 6/2/20, with an outstanding principal amount of $1.4 million ("Promissory Note"), the outstanding obligations of the Issuer under the Promissory Note are convertible into shares of common stock of the Registrant at any time upon consummation of an offering of equity securities for up to $1 million before the Promissory Note's maturity date. The maturity date of the Promissory Note is September 30, 2020 unless extended or due earlier as a result of an occurrence of an event of default under the Note. The Promissory Note was not convertible and the conversion price was not fixed at 6/26/20. |
| (3) | The securities are held by Esenjay. Mr. Johnson is the sole director and beneficial owner of Esenjay. |