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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): January 29,
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
3.02
Unregistered
Sales of Equity Securities.
On
January 29, 2019, Flux Power Holdings, Inc. (the
“Company”) conducted its final closing (the
“Final Closing”) to its round of private placement to
accredited investors that initially closed on December 26, 2018
(“Initial Closing”). Following the Initial Closing to
the Final Closing, the Company sold an additional 633,464 shares of
its Common Stock (“Shares”), at $1.10 per share, for an
aggregate purchase price of $696,810.40 to two accredited
investors. In the aggregate, the Company issued 3,992,564 for an
aggregate gross proceeds of approximately $4.39
million.
The
Shares were issued on identical terms to those previously reported
for the Initial Closing on the Company’s Form 8-K filed with
the Securities and Exchange Commission (“SEC”) on
December 28, 2018.
The
Company relied on the exemption from registration pursuant to Rule
506(c) of Regulation D promulgated under Section 4(a)(2) under the
Securities Act of 1933, as amended.
After
giving effect to the foregoing transactions, the number of Shares
outstanding as of January 31, 2019 was 50,962,900.
Item
9.01
Financial
Statements and Exhibits.
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Exhibit
No.
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Exhibit
Description
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10.1
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Form of Subscription
Agreement*
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___________
*
Incorporated by
reference to Exhibit 10.1 on Form 8-K filed with the SEC on
December 28, 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.
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Flux Power
Holdings, Inc.
a Nevada
corporation
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Dated: January 31,
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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