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): October 10,
2019
FLUX POWER HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
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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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2685 S. Melrose Drive, 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))
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. ☐
Item
1.01 Entry into a Material Definitive
Agreement.
On
October 10, 2019, Flux Power, Inc. (“Flux”), a wholly
owned subsidiary of Flux Power Holdings, Inc. (the
“Registrant”), entered into (i) that certain Second
Amended and Restated Credit Facility Agreement (“Second
Amended Credit Facility”) with Esenjay Investments, LLC
(“Esenjay”), Cleveland Capital, L.P.
(“Cleveland”), Otto Candies, Jr., Paul Candies, Brett
Candies, Winn Interest, Ltd., David A. Modesett, and Helen M.
Tabone (the “Lenders” or the “Lender”) to
amend and restate the terms of that certain Amended and Restated
Credit Facility Agreement dated March 28, 2019 to increase the line
of credit under such agreement from $7,000,000 to $10,000,000
(“LOC Increase”), and (ii) that certain Amendment No. 1
to the Amended and Restated Security Agreement to amend the Amended
and Restated Security Agreement dated March 28, 2019 to reflect the
Second Amended Credit Facility. In connection therewith, each
Lender and Flux entered into an amendment to amend their respective
secured promissory note to reflect the LOC Increase.
Esenjay
is a major stockholder of the Registrant (owning approximately
61.4% of the outstanding common stock of the Registrant as of
September 12, 2019). Michael Johnson, a current member of the
Registrant’s board of directors, is a director and beneficial
owner of Esenjay. Cleveland is a minority stockholder of the
Registrant, and also a lender pursuant to that certain Loan
Agreement dated July 3, 2019, by and among Flux, the Registrant and
Cleveland, as amended on September 1, 2019 (the “Loan
Agreement”). Pursuant to the Loan Agreement, Cleveland
provided a loan to Flux for $1,000,000 (“Cleveland
Loan”). The obligations owed to Cleveland under the Loan
Agreement is evidenced by that certain Unsecured Promissory Note
originally issued July 3, 2019 and amended on September 1, 2019. In
connection with the Cleveland Loan, the Registrant issued Cleveland
a three-year warrant to purchase shares of its common
stock.
Item
2.03 Creation of a Direct Financial Obligation or
an Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
The
information disclosed in Item 1.01 of this Current Report on Form
8-K is incorporated by reference into this Item 2.03.
Item
9.01 Financial Statements and
Exhibits
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Exhibit No.
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Exhibit Description
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Second
Amended and Restated Credit Facility Agreement
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Amendment
No. 1 to the Amended and Restated Security Agreement
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Form of
Amendment to the Unsecured Promissory Note
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Form of
Amendment to the Amended and Restated Secured Promissory
Note
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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.
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Flux Power
Holdings, Inc.
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a Nevada
corporation
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Dated: October 16,
2019
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By:
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/s/ Ronald F.
Dutt
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Ronald F. Dutt,
Chief Executive Officer
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