UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): September 27, 2018
 
 
FLUX POWER HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
 
Nevada
 
000-25909
 
86-0931332
(State or Other Jurisdiction of
Incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)
 
985 Poinsettia Avenue, Suite A, Vista, California
 
92081
(Address of Principal Executive Offices)
 
(Zip Code)
 
877-505-3589
(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))
 

 
 
 
Item 2.02 Results of Operations and Financial Condition
 
On September 27, 2018, Flux Power Holdings, Inc. (the “Company”) issued a press release reporting, among other things, limited financial and operational information relating to the quarter ended September 30, 2018 and the fiscal year ended June 30, 2018, and provided certain forward-looking performance estimates. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The projections constituting the performance estimates included in the release involve risks and uncertainties, the outcome of which cannot be foreseen at this time and, therefore, actual results may vary materially from these forecasts. In this regard, see the information included in the release under the caption "Forward-Looking Statements."
 
The information contained in this Item 2.02 and Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.  
Item 9.01 Financial Statements and Exhibits.
 
Item 7.01 Regulation FD Disclosure.
 
On September 27, 2018, the Company hosted a webcast conference call to discuss the press release attached hereto as Exhibit 99.1. An audio file of the webcast will be posted in the Investor section of Flux’s website when available.
 
The information under Item 2.02 above is incorporated herein by reference.
 
The information reported under Items 2.02 and 7.01 in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being "furnished" and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
 
Exhibit No.
 
Exhibit Description
 
Press Release dated September 27, 2018
 
 
 
 
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
 
 
 
 
 
Dated: September 27, 2018
By:  
/s/ Ron Dutt
 
 
 
Ron Dutt 
 
 
 
Chief Executive Officer
and Chief Financial Officer