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): April 4,
2019
FLUX POWER HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
Nevada
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000-25909
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86-0931332
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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985 Poinsettia Avenue, Suite A, Vista, California
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92081
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(Address of Principal Executive Offices)
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(Zip Code)
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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))
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
1.01 Entry into a Material Definitive
Agreement.
On
April 4, 2019, Flux Power Holdings, Inc. (the
“Company”) entered into an Indemnification Agreement
with each of the following current executive officers of the
Company: Ronald F. Dutt, Charles A. Scheiwe and Jonathon A. Berry
(each referred to as “Indemnitee”). The Indemnification
Agreement has substantially the same terms and conditions as the
form of indemnification agreement previously entered into by the
Company’s non-executive directors.
Subject
to the terms, conditions and limitations set forth in the
Indemnification Agreement, under the Indemnification Agreement, the
Company agreed to indemnify each Indemnitee against any and all
expenses incurred in connection with the Indemnitee’s service
as the Company’s officer, director and/or agent, or is or was
serving at the Company’s request as a director, officer,
employee, agent or advisor of another corporation, partnership,
joint venture, trust, limited liability company, or other entity or
enterprise but only if the Indemnitee acted in good faith and in a
manner he reasonably believed to be in or not opposed to the
Company’s best interest, and in the case of a criminal
proceeding, had no reasonable cause to believe that his conduct was
unlawful. In addition, the indemnification is applicable whether or
not negligence or gross negligence of the Indemnitee is alleged or
proven. Additionally, the Indemnification Agreement establishes
processes and procedures for indemnification claims, advancement of
expenses and costs and contribution obligations. The foregoing
description of the terms of the Indemnification Agreement does not
purport to be complete and is qualified in its entirety by
reference to the full text of the form of Indemnification Agreement
which is filed hereto as Exhibit 10.1 and is incorporated herein by
reference.
Item
9.01 Financial Statement and
Exhibits.
10.1
Form of Indemnification Agreement
Signature
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.
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Flux
Power Holdings, Inc.,
A
Nevada Corporation
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Dated:
April 9, 2019
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/s/ Ronald F.
Dutt
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Ronald
F. Dutt, Chief Executive Officer
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