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 9, 2020

FLUX POWER HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

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):

Securities registered pursuant to Section 12(b) of the Act: None.

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 “Note”) pursuant to which Esenjay provided an unsecured loan to the Registrant for $750,000 (the “Note”). The Note bears an interest rate of 15.0% per annum and is due on the earlier of: (i) June 30, 2020, unless extended pursuant 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.

Esenjay is a major holder of the Registrant’s common stock (owning approximately 61.3% of the outstanding common stock of the Registrant as of December 31, 2019). Michael Johnson, a current member of the Registrant’s board of directors, is a director and beneficial owner of Esenjay. Esenjay is also a party to that certain Second Amended and Restated Credit Facility Agreement dated October 10, 2019, with Flux Power, Inc., a wholly-owned subsidiary of the Registrant (“Flux Power”), pursuant to which Esenjay and other lenders have agreed to provide Flux Power with a line of credit for up to $12,000,000 (“LOC”). In connection with the LOC, Flux Power issued a secured promissory note to Esenjay and became a party to that certain Amended and Restated Security Agreement, as amended with Esenjay and other lenders under the LOC.

The foregoing description of the terms of the Note does not purport to be complete and is qualified in its entirety by reference to the full text of the 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 9.01 Financial Statement and Exhibits.

(d) Exhibits.

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.