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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): March 28,
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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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
March 28, 2019 Flux Power, Inc. (the “Company”), which
is a wholly-owned subsidiary of Flux Power Holdings, Inc. (the
“Registrant”), entered into an amended and restated
credit facility agreement (“Amended and Restated Credit
Facility Agreement”) with Esenjay Investments, LLC,
(“Esenjay”) and, Cleveland Capital, L.P., a Delaware
limited partnership and a minority stockholder of the Registrant
(“Cleveland” and Esenjay, together with additional
parties that may join as a lender, the “Lenders”) to
amend and restate the terms of the Credit Facility Agreement dated
March 22, 2018 between the Company and Esenjay (the “Original
Agreement”) in its entirety.
The
Original Agreement was amended, among other things, to (i) increase
the maximum principal amount available under line of credit from
$5,000,000 to $7,000,000 (“LOC”), (ii) add Cleveland as
additional lender to the LOC pursuant to which each lender has a
right to advance a pro rata amount of the principal amount
available under the LOC, (iii) extend the maturity date from March
31, 2019 to December 31, 2019, and (iv) to provide for additional
parties to become a “Lender” under the Amended and
Restated Credit Facility Agreement. In connection with the LOC, on
March 28, 2019 the Company issued a secured promissory note to
Cleveland (the “Cleveland Note”), and an amended and
restated secured promissory note to Esenjay which amended and
superseded the secured promissory note dated March 22, 2018
(“Esenjay Note” and together with the Cleveland Note,
the “Notes”). The Notes were issued for the principal
amount of $7,000,000 or such lesser principal amount advanced by
the respective Lender under the Amended and Restated Credit
Facility Agreement (the “Principal Amount”). The Notes
bear an interest of fifteen percent (15%) per annum and a maturity
date of December 31, 2019.
To
secure the obligations under the Notes, the Company entered into an
amended and restated credit facility agreement dated March 28, 2019
with the Lenders (the “Amended Security Agreement”).
The Amended Security Agreement amends and restates the Guaranty and
Security Agreement dated March 22, 2018 by and between the Company
and the Esenjay, by among other things, adding Cleveland as a
secured party to the agreement and appointing Esenjay as collateral
agent.
Esenjay
is a major stockholder of the Registrant (owning approximately
61.3% of the outstanding common stock of the Registrant as of April
2, 2019). Michael Johnson, a current member of the Registrant
’s board of directors, is a director and beneficial owner of
Esenjay.
The
foregoing description of the terms of the Amended and Restated
Credit Facility Agreement, the Amended and Restated Security
Agreement, the Esenjay Note, the Cleveland Note, and the Form of
Secured Promissory Note, does not purport to be complete and are
qualified in their entirety by reference to the full text of the
respective agreements, copies of which are filed hereto as Exhibits
10.1, 10.2, 10.3, 10.4, and 10.5 and are incorporated herein by
reference.
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
Statement and Exhibits.
Amended and
Restated Credit Facility Agreement, dated March 28,
2019
Amended and
Restated Security Agreement dated March 28, 2019
Amended and
Restated Secured Promissory Note dated March 28, 2019 issued to
Esenjay Investments, LLC
Secured Promissory
Note dated March 28, 2019 issued to Cleveland Capital,
L.P.
Form of Secured
Promissory Note
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 2,
2019
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By:
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/s/ Ronald F.
Dutt
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Ronald F.
Dutt
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Chief Executive
Officer
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