FLUX POWER HOLDINGS, INC. (OTCMKTS:FLUX) Files An 8-K Unregistered Sales of Equity Securities

FLUX POWER HOLDINGS, INC. (OTCMKTS:FLUX) Files An 8-K Unregistered Sales of Equity Securities
Item 3.02 Unregistered Sales of Equity Securities.

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In connection with the private placement of up to 4,545,455 shares of our Common Stock, par value $0.001 (“Shares”) to selected accredited investors for an aggregate amount of up to $5,000,000, or $1.10 per share of Common Stock (the “Offering”), on December 26, 2018, we completed an initial closing of the Offering, to which we sold an aggregate of 3,359,100 shares of Common Stock, at $1.10 per share, for an aggregate purchase price of $3,695,010 to two (2) accredited investors. The purchase price of $3,695,010 for 3,359,100 Shares was paid in the form of cash. A portion of the proceeds from the Offering will be used to repay in full approximately $2.6 million in borrowings and accrued interest under a short-term credit facility provided by Cleveland Capital, L.P. We reserved the right to increase the Offering up to 6,363,637 Shares for an aggregate amount of $7,000,000.

The Shares offered and sold in the Offering have not been registered under the Securities Act of 1933, as amended (“Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. The Share were offered and sold to the accredited investors in reliance upon exemptions from registration to Rule 506(c) of Regulation D promulgated under Section 4(a)(2) under the Securities Act.

The foregoing is a summary of the material terms of the Offering and does not purport to be complete and is qualified in its entirety by reference to the form of the Subscription Agreement which is filed as Exhibit 10.1 to this Current Report on Form 8-K which is incorporated herein by reference.

Item 8.01 Other Events.

On December 28, 2018 we issued a press release announcing the initial closing of the Offering and sales ramp of lithium-ion batteries for forklifts and airport ground support equipment. A copy of such press release is attached as Exhibit 99.1 to this Form 8-K.

Exhibit No. Exhibit Description


Form of Subscription Agreement*


Press Release issued by Flux Power Holdings, Inc. on December 28, 2018*

*filed herewith

Flux Power Holdings, Inc. Exhibit
EX-10.1 2 flux_ex101.htm SUBSCRIPTION AGREEMENT Blueprint   Exhibit 10.1   ‎FLUX POWER HOLDINGS,…
To view the full exhibit click here


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.

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