UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 11)*

FLUX POWER HOLDINGS, INC.

(Name of Issuer)

Common Stock, par value $0.001

(Title of Class of Securities)

344057203

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

March 26, 2021

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [  ]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §§ 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 344057203

(1) The beneficial ownership is calculated based on 13,003,795 shares of common stock outstanding of the Issuer as of March 26, 2021.

CUSIP No. 344057203

(1) Includes options to purchase 10,717 shares of common stock which are exercisable within 60 days.

(2) Includes 4,635,954 shares of common stock held by Esenjay Investments, LLC (“Esenjay”). Michael Johnson is the sole director and beneficial owner of Esenjay.

(3) The beneficial ownership is calculated based on 13,014,512 common stock outstanding, which is the sum of (i) 13,003,795 shares of common stock outstanding of the Issuer as of March 26, 2021, and (ii) options to purchase 10,717 shares of common stock exercisable within 60 days.

AMENDMENT NO. 11 TO SCHEDULE 13D/A

Item 1. Security and Issuer

This Amendment No. 11 to Schedule 13D/A (this “Statement”) relates to shares of common stock, $0.001 par value of Flux Power Holdings, Inc., a Nevada corporation (the “Issuer”). The Issuer’s principal executive offices are located at 2685 S. Melrose Drive, Vista, California 92081.

Item 2. Identity and Background

This statement is being filed on behalf of Esenjay Investments, LLC and Mr. Johnson (together referred to herein the “Reporting Person”):

Item 3. Source and Amount of Funds or Other Consideration

As previously reported, on June 30, 2020, as a result of the initial closing of the Issuer’s private placement up to 2,000,000 shares of the Issuer’s Common Stock, par value $0.001 (“Shares”), to certain accredited investors for an aggregate amount of up to approximately $8,000,000, or $4.00 per share of Common Stock (the “Offering”), (i) the principal amount and accrued interest outstanding under Esenjay’s Amended and Restated Secured Promissory Note issued on March 28, 2019, and as amended on October 10, 2019, December 31, 2019 and June 30, 2020 (“LOC Note”), which was issued by Flux Power, Inc. (“Flux”), the Issuer’s wholly-owned subsidiary, to Esenjay, for a $12 million line of credit (“Line of Credit”), and (ii) the principal amount and accrued interest outstanding under Esenjay’s Amended and Restated Convertible Promissory Note, dated March 9, 2020, as amended on June 2, 2020 (the “Promissory Note”), became convertible into the Issuer’s Shares at $4.00 per share, which was the cash price per share of the Offering. The LOC Note was issued pursuant to the Amended and Restated Credit Facility Agreement dated March 28, 2019, and as amended and restated on October 10, 2019 (the “Credit Facility”), by and among Flux, Esenjay and other lenders.

On August 31, 2020, Flux entered into the Third Amended and Restated Credit Facility Agreement (“Restated Credit Facility Agreement”) with Esenjay and other lenders in connection with the Line of Credit to (i) extend the maturity date of their respective secured promissory note to September 30, 2021, and (ii) consolidate outstanding obligations of $564,271, consisting of $500,000 in principal and $64,271 in accrued interest, under the Promissory Note into the advances under the Line of Credit (the “Amendments”). To reflect the Amendments, Esenjay was issued a Second Amended and Restated Secured Promissory Note (the “Restated LOC Note”) on August 31, 2020. Upon the execution of the Restated LOC Note, Esenjay fully released and discharged the Issuer under the Promissory Note. The Restated LOC Note contains a voluntary conversion mechanism whereby the Esenjay may convert in whole or in part, the outstanding principal and interest under the Restated LOC Note into shares of the common stock of the Issuer at a conversion price of $4.00 per share (the “Conversion Shares”).

On March 26, 2021, Esenjay fully converted $1,044,535.18 outstanding under the Restated LOC Note, which consists of $883,746.04 in principal and $160,789.14 in accrued interest, for an aggregate of 261,133 shares of Common Stock of the Issuer at $4.00 per share (the “Conversion”). As a result of the Conversion and as of March 26, 2021, there is no principal balance outstanding under the Restated LOC Note.

Following the Conversion, Esenjay beneficially owns an aggregate of 4,635,954 shares of Common Stock of the Issuer. Mr. Johnson, by virtue of his ownership and control of Esenjay, is deemed to beneficially own 4,646,671 shares of Common Stock, of which 4,635,954 are directly beneficially owned by Esenjay and 10,717 represents Mr. Johnson’s right to acquire additional shares of Common Stock within sixty days upon exercise of his options. Mr. Johnson’s beneficial ownership of 4,646,671 shares of Common Stock represents 35.7% of such outstanding class of the Issuer’s securities.

The percentage calculation is based on 13,014,512 common stock outstanding, which is the sum of (i) 13,003,795 shares of common stock of the Issuer outstanding as of March 26, 2021, and (ii) options to purchase 10,717 shares of common stock exercisable within 60 days.

Item 4. Purpose of the Transaction

The Reporting Person acquired the Issuer’s shares of Common Stock for investment purpose.

Subject to ongoing evaluation, except as otherwise set forth above, the Reporting Person has no current plans or proposals which relate to or would otherwise result in any of the following:

Item 5. Interest in Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The content of the foregoing Items is hereby incorporated herein by reference in entirety.

Item 7. Materials to be Filed as Exhibits.

Exhibit A – Joint Filing Agreement*

* Attached herewith

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Attention – Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).

EXHIBIT A

JOINT FILING AGREEMENT

Each of the undersigned hereby agrees that the Schedule 13D/A, to which this Agreement is attached as Exhibit A, and all amendments thereto may be filed on behalf of each such person.