Current Report Filing (8-k)
June 28 2022 - 4:11PM
Edgar (US Regulatory)
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0001083743
2022-06-23
2022-06-23
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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): June 23, 2022
FLUX
POWER HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
Nevada |
|
001-31543 |
|
86-0931332 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
2685
S. Melrose Drive, Vista, California |
|
92081 |
(Address
of Principal Executive Offices) |
|
(Zip
Code) |
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)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol |
|
Name
of each exchange on which registered |
Common
Stock, $0.001 par value |
|
FLUX |
|
Nasdaq
Capital Market |
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
1.01 Entry into a Material Definitive Agreement
On
June 23, 2022, Flux Power, Inc. (“Flux”), a wholly-owned subsidiary of Flux Power Holdings, Inc. (the “Registrant”
and together with Flux, the “Company”), and the Registrant entered into a Second Amendment to Loan and Security Agreement
(“Second Amendment”) with Silicon Valley Bank (“SVB”), which amended certain terms of the Loan and Security Agreement
dated November 9, 2020, as amended on October 29, 2021 (together with the Second Amendment, the “Agreement”), including but
not limited to, (i) to increase the amount of the revolving line of credit from $6.0 million to $8.0 million (the “Credit Facility”),
(ii) to change the financial covenants of the Company from tangible net worth of the Company to adjusted EBITDA (as defined in the Second
Amendment) on a trailing six (6) month basis and liquidity ratio certified as of the end of each month pursuant to the calculations set
forth therein, and (iii) to allow for the assignment and transfer by SVB of all of its obligations, rights and benefits under the Agreement
and Loan Documents (as defined in the Agreement and except for the Warrants).
In
addition, under the Second Amendment, the interest rate terms for the outstanding principal under the Credit Facility was amended to
accrue interest at a floating per annum rate equal to the greater of either (A) Prime Rate plus three and one-half of one percent (3.50%)
or (B) seven and one-half of one percent (7.50%). Interest payment is due monthly on the last day of the month. Pursuant to the Second
Amendment, the Registrant agreed to pay SVB a non-refundable amendment fee of Five Thousand Dollars ($5,000.00) and SVB’s legal
fees and expenses incurred in connection with the Second Amendment.
In
connection with the Second Amendment, the Registrant will also issue warrants (“Warrants”) to SVB and its designee, SVB Financial
Group, to purchase up to 40,806 shares of common stock of the Registrant (the “Warrant Shares”) at an exercise price of $2.23
per share pursuant to the terms set forth therein. The Warrants expire on June 23, 2034.
The
foregoing description of the Second Amendment and the Warrants do not purport to be a complete description of the terms and is qualified
in its entirety by reference to the full text of the Second Amendment and the Warrants, which are attached hereto as Exhibit 10.1 and
Exhibit 4.1 respectively to this Current Report on Form 8-K and incorporated by reference herein.
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. In connection
with the entry into the Second Amendment, on June 23, 2022, the Registrant issued the Warrants to SVB, which is exercisable for 40,806
shares of Common Stock of the Registrant. The Warrants will be exercisable immediately from the date of issuance, will expire on the
twelve (12) year anniversary of the date of issuance and will have an exercise price of $2.23 per share, pursuant to the terms set forth
therein. In addition, under the terms of the Warrants, upon receipt of the Warrants, SVB will transfer all of its rights, title and interest
in and to the Warrants to its parent company, SVB Financial Group.
The
offer and sale of the Warrants and Warrant Shares (the “Securities”) were made to an accredited investor in reliance on the
exemption from registration afforded by Section 4(a)(2) of the Securities Act as provided in Rule 506(b) of Regulation D promulgated
thereunder. The offering of the Securities were not conducted in connection with a public offering, and no public solicitation or advertisement
was made or relied upon by any investor in connection with the offering. This Current Report on Form 8-K shall not constitute an offer
to sell or the solicitation of an offer to buy, nor shall such securities be offered or sold in the United States absent registration
or an applicable exemption from the registration requirements.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
SIGNATURES
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.
|
Flux
Power Holdings, Inc. |
|
a
Nevada corporation |
|
|
|
|
By:
|
/s/
Ronald F. Dutt |
|
|
Ronald
F. Dutt |
|
|
Chief
Executive Officer |
Dated:
June 28, 2022
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