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 August 31, 2020, Flux Power, Inc. (“Flux”), a wholly-owned subsidiary of Flux Power Holdings, Inc. (the “Registrant”), entered into the Third Amended and Restated Credit Facility Agreement (“Restated Credit Facility Agreement”) with Esenjay Investments, LLC (“Esenjay”), Cleveland Capital, L.P. (“Cleveland”), and other lenders (the “Lenders” or the “Lender”) in connection with its line of credit for $12,000,000 (“LOC”) to (i) extend the maturity date of their respective secured promissory note to September 30, 2021, and (iii) consolidate outstanding obligations of $564,271, consisting of $500,000 in principal and $64,271 in accrued interest, under the Amended and Restated Convertible Promissory Note dated March 9, 2020, as amended on June 2, 2020, issued by the Registrant to Esenjay (the “Esenjay Note”) into the advances under the LOC (the “Amendments”). To reflect the Amendments, Esenjay was issued a Second Amended and Restated Secured Promissory Note (“Restated Esenjay Note”), and other Lenders were also issued an amended and restated secured promissory note (“Restated Lender Note”) on August 31, 2020.
In connection with the Restated Credit Facility Agreement, Flux, Esenjay and the other Lenders executed the Second Amended and Restated Security Agreement (“Restated Security Agreement”) to reflect the Restated Credit Facility Agreement.
Esenjay is a major shareholder of the Registrant (beneficially owning approximately 60.5% of the outstanding shares of common stock of the Registrant as of June 30, 2020). Michael Johnson, a current member of the Registrant’s board of directors, is a director and beneficial owner of Esenjay.
The summary of the Restated Credit Facility Agreement, the Restated Security Agreement, the Restated Esenjay Note, and the Lender Note does not purport to be complete and is qualified in its entirety by the terms and conditions of the Restated Credit Facility Agreement, the Restated Esenjay Note, and the Restated Lender Note. Copies of the Restated Credit Facility Agreement, the Restated Security Agreement, the Restated Esenjay Note, and the Restated Lender Note are filed as Exhibits 10.1, 10.2, 10.3, and 10.4 hereto and incorporated by reference.
Item 1.02 Termination of a Material Definitive Agreement.
In connection with the Restated Credit Facility Agreement, Esenjay (in its capacity as holder of the Esenjay Note) agreed to consolidate all outstanding obligations under the Esenjay Note into the LOC. Upon the execution of the Restated Esenjay Note, Esenjay fully released and discharged the Registrant under the Esenjay Note. Accordingly, on August 31, 2020, the Esenjay Note was terminated.
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