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Washington, D.C. 20549





Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): February 16, 2023



(Exact name of registrant as specified in its charter)




001-31543   86-0931332

(State or Other Jurisdiction

of Incorporation)



File Number)


(IRS Employer

Identification No.)


2685 S. Melrose Drive, Vista, California   92081
(Address of Principal Executive Offices)   (Zip Code)



(Registrant’s telephone number, including area code)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class   Trading Symbol   Name of each exchange on which registered
Common Stock, $0.001 par value   FLUX   Nasdaq Capital Market


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐







Item 8.01 Other Events


Certain executive officers and directors of Flux Power Holdings, Inc. (the “Company”) or a vehicle controlled by them (each, a “Plan Participant”) entered into Rule 10b5-1 Trading Plans to sell shares of the Company’s common stock, in each case, subject to any applicable volume limitations.


The table below provides certain information regarding each Plan Participant’s Rule 10b5-1 Trading Plan.


Name  Plan Date  Maximum Shares That May Be Sold Under The Plan   Earliest Sale Commencement Date  Plan Expiration Date
Esenjay Investment, LLC(1)  February 16, 2023   625,385   February 24, 2023  December 31, 2023


  (1) Michael Johnson, the Company’s director, is the sole director and beneficial owner of Esenjay Investment, LLC.


Trading under each of the Rule 10b5-1 Trading Plans may commence no sooner than the earliest sale commencement date set forth above and will end on the earlier of the applicable date set forth above and the date on which all the shares in the plan are sold.


A Rule 10b5-1 Trading Plan is a written document that pre-establishes the amounts, prices and dates of future sales of the Company’s common stock.


Each Plan Participant’s Rule 10b5-1 Trading Plan was adopted during an authorized trading period and when such Plan Participant was not in possession of material non-public information. The transactions made under each Plan Participant’s Rule 10b5-1 Trading Plan will be reported to the Securities and Exchange Commission in accordance with applicable securities laws, rules, and regulations.


Other officers, directors, insiders and employees of the Company may from time to time establish stock trading plans under Rule 10b5-1. Except as may be required by law, the Company does not undertake to report on specific Rule 10b5-1 Trading Plans of the Company’s officers, directors, insiders or employees. By furnishing the information in this Item 8.01, the Company is making no admission as to the materiality of such information.







Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


  Flux Power Holdings, Inc.
  a Nevada corporation
  By: /s/ Ronald F. Dutt
    Ronald F. Dutt
    Chief Executive Officer


Dated: February 27, 2023