Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 26, 2018
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction of
(Commission File Number)
(IRS Employer
Identification No.)
985 Poinsettia Avenue, Suite A, Vista, California
(Address of Principal Executive Offices)
(Zip Code)
(Registrant's telephone number, including area code)
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Emerging growth company □
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Item 3.02    Unregistered Sales of Equity Securities.
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, pursuant 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 pursuant 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

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
December 28, 2018
/s/ Ronald F. Dutt
Ronald F. Dutt 
Chief Executive Officer