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): July 3, 2019

 

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.)

 

2685 S. Melrose Drive, 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))

 

Securities registered pursuant to Section 12(b) of the Act: None

 

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. □

 

 

 

On July 3, 2019, Flux Power Holdings, Inc. (the “Registrant”) and Flux Power, Inc., a wholly-owned subsidiary of the Registrant (the “Company”), entered into a certain loan agreement with Cleveland Capital, L.P., a Delaware limited partnership and a minority stockholder of the Registrant (“Cleveland”), pursuant to which Cleveland agreed to loan the Company $1,000,000 (the “Loan”).

 

In connection with the Loan, on July 3, 2019, the Company issued Cleveland an unsecured short-term promissory in the amount of $1,000,000 (the “Unsecured Promissory Note”). The promissory note bears an interest rate of 15.0% per annum and is due on September 1, 2019, unless repaid earlier from a percentage of proceeds from certain identified accounts receivable. In connection with the Loan, the Registrant issued Cleveland a three-year warrant (the “Cleveland Warrant”) to purchase the Registrant’s common stock in a number equal to one-half percent (0.5%) of the number of shares of common stock outstanding after giving effect to the total number of shares of common stock sold in a public offering. The Cleveland Warrant has an exercise price equal to the per share public offering price.

 

Cleveland is a minority stockholder of the Registrant. Cleveland is also a lender pursuant to a certain amended and restated credit facility agreement dated March 28, 2019 by and among Cleveland, the Company, Esenjay Investments, LLC, (“Esenjay”), and additional lenders to such agreement (“Additional Lenders”). In connection therewith, Cleveland was also issued a secured promissory note. To secure the obligations under such note, Cleveland entered into a certain amended and restated credit facility agreement dated March 28, 2019, with the Company, Esenjay and the Additional Lenders.

 

The foregoing description of the terms of the Loan Agreement, the Unsecured Promissory Note, and the Cleveland Warrant, does not purport to be complete and is qualified in its entirety by reference to the full text of the respective agreements, copies of which are filed hereto as Exhibits 10.1, 10.2, and 10.3, and are incorporated herein by reference.

 

 

The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

 

 

Exhibit No.		Exhibit Description
10.1		Loan Agreement dated July 3, 2019
10.2		Unsecured Promissory Note dated July 3, 2019
10.3		Cleveland Warrant dated July 3, 2019

 

 

SIGNATURES

 

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: July 9, 2019	By:	/s/ Ronald F. Dutt
		Ronald F. Dutt, Chief Executive Officer