FLUX POWER HOLDINGS, INC. (OTCMKTS:FLUX) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On March 9, 2020, Flux Power Holdings, Inc. (the “Registrant”) and Esenjay Investments, LLC, (“Esenjay”) entered into a convertible promissory note (the “Original Note”) to which Esenjay provided an unsecured loan to the Registrant for $750,000. The Note bears an interest rate of 15.0% per annum and is due on the earlier of: (i) June 30, 2020, unless extended to the Note, or (ii) an occurrence of an event of default. The outstanding obligations under the Note are convertible into shares of common stock of the Registrant at any time upon consummation of an offering of equity securities for up to $1,000,000 (“Offering”) and the maturity date.
On June 2, 2020, the Registrant entered into an Amended and Restated Convertible Promissory Note (“Restated Note”) to amend the Original Note to (i) extend the maturity date from June 30, 2020 to September 30, 2020, and (ii) to increase the principal amount outstanding under the Original Note from $750,000 to $1,400,000. All other terms and conditionals of the Original Note remains the same.
Esenjay is a major holder of the Registrant’s common stock (owning approximately 61% of the outstanding common stock of the Registrant as of June 2, 2020). Michael Johnson, a current member of the Registrant’s board of directors, is a director and beneficial owner of Esenjay.
The Restated Notes were offered and sold without registration under the Securities Act of 1933, as amended (the “Securities Act”) in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act. The Restated Notes and the common stock issuable upon conversion of the Restated Note have not been registered under the Securities Act or any other applicable securities laws, and unless so registered, may not be offered or sold in the United States except to an exemption from the registration requirements of the Securities Act.
The foregoing description of the terms of the Restated Note does not purport to be complete and is qualified in its entirety by reference to the full text of the Restated Note, which is filed hereto as Exhibit 10.1 and 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 3.02 Unregistered Sales of Equity Securities.
The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits.
| 10.1 | Amended and Restated Convertible Promissory Note dated June 2, 2020 |
Flux Power Holdings, Inc. Exhibit
EX-10.1 2 ex10-1.htm Exhibit 10.1 AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE $1,…
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About FLUX POWER HOLDINGS, INC. (OTCMKTS:FLUX)
Flux Power Holdings, Inc., designs, develops and sells rechargeable advanced lithium-ion batteries for industrial uses, including UL 2771 Listed lithium-ion LiFT Pack forklift batteries. The Company offers a high power battery cell management system (BMS). Its BMS provides three functions to its battery systems: cell balancing, performed by adjusting the capacity of each cell in a storage system according to temperature, voltage, and internal impedance metrics; monitoring, performed by way of a physical connection to individual cells for monitoring voltage and performing calculations from basic metrics to determine remaining capacity and internal impedance, and error reporting, performed by analyzing data from monitoring each individual cell and making decisions on whether the individual cell or the system is operating out of normal specifications. Using its battery management technology, it offers integrated energy storage solutions or custom modular standalone systems to its clients.
