Blueprint
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
FLUX POWER HOLDINGS, INC.
(Name
of Issuer)
Common Stock, par value $0.001
(Title
of Class of Securities)
344057203
(CUSIP
Number)
Michael Johnson
985 Poinsettia Avenue, Suite A, Vista, California
92081
877-505-3589
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
June 21, 2018
(Date
of Event Which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§ 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format
shall include a signed original and five copies of the schedule,
including all exhibits. See §§ 240.13d-7 for
other parties to whom copies are to be sent.
* The
remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The
information required in the remainder of this cover page shall not
be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or
otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP
No. 344057203
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1.
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Names
of Reporting Persons Esenjay
Investments, LLC
I.R.S.
Identification Nos. of above persons (entities only).
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2.
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
(a) □
(b) □
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3
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SEC Use
Only
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4.
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Source
of Funds (See Instructions) OO
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) N/A
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6.
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Citizenship
or Place of Organization Delaware limited liability
company
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Number
of Shares Bene-ficially Owned by Each Reporting Person
With
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7. Sole
Voting Power 0
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8.
Shared Voting Power 31,516,351 (1)
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9. Sole
Dispositive Power 0
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10.
Shared Dispositive Power 31,516,351 (1)
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
31,516,351 (1)
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) □
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13.
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Percent
of Class Represented by Amount in Row (11) 67.6%(1)(2)
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14.
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Type of
Reporting Person (See Instructions)
OO
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(1)
Includes warrants to purchase up to 625,000 shares of common stock
and convertible debt convertible into 14,898,952 shares of common
stock under a certain Unrestricted and Open Line of Credit, all of
which are convertible within 60 days.
(2)
Based on 31,072,815 shares of common stock outstanding as of
September 17, 2018.
CUSIP
No. 344057203
|
1.
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Names
of Reporting Persons Michael
Johnson
I.R.S.
Identification Nos. of above persons (entities only).
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2.
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
(a) □
(b) □
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3
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SEC Use
Only
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4.
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Source
of Funds (See Instructions) OO
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) N/A
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6.
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Citizenship
or Place of Organization United States
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Number
of Shares Bene-ficially by Owned by Each Reporting Person
With
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7. Sole
Voting Power 74,547 (1)
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8.
Shared Voting Power 31,516,351(2)
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9. Sole
Dispositive Power 74,547 (1)
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10.
Shared Dispositive Power 31,516,351 (2)
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting
Person 31,590,898
(1)(2)
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) □
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13.
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Percent
of Class Represented by Amount in Row (11) 67.7%(1)(2)(3)
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14.
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Type of
Reporting Person (See Instructions)
IN
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(1)
Includes options to purchase 74,547 shares of common stock
which are exercisable within 60 days.
(2)
Includes warrants to purchase up to 625,000 shares of common stock
which are exercisable within 60 days and convertible debt
convertible into 14,898,952 shares of common stock under the
Unrestricted and Open Line of Credit which are convertible within
60 days.
(3)
Based on 31,072,815 shares of common stock outstanding as of
September 17, 2018.
AMENDMENT NO. 7 TO SCHEDULE 13D/A
Item 1. Security and Issuer
This
Amendment No. 7 to Schedule 13D/A (this “Statement”)
relates to shares of common stock, $0.001 par value of Flux Power
Holdings, Inc., a Nevada corporation (the “Issuer”).
The Issuer’s principal executive offices are located at 985
Poinsettia Avenue, Suite A, Vista, California 92081.
Item 2. Identity and Background
This
statement is being filed on behalf of Esenjay Investments, LLC and
Mr. Johnson (together referred to herein the “Reporting
Person”):
1.
Esenjay
Investments, LLC
(a)
Esenjay
Investments, LLC is a limited liability company formed in Delaware
(“Esenjay”).
(b)
Esenjay’s
principal office is located at 500 North Water Street, Suite 1100,
Corpus Christi, Texas
78401-0236.
(c)
Within the last
five years, Esenjay has not been convicted in a criminal proceeding
(excluding traffic violations or similar
misdemeanors).
(d)
During the last
five years, Esenjay has not been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction, which as
a result of such proceeding, was or is subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, United States
federal or state securities laws or finding any violation with
respect to such laws.
(a)
Michael Johnson, an
individual.
(b)
Mr. Johnson’s
address is 985 Poinsettia Avenue, Suite A, Vista, California
92081.
(c)
Mr. Johnson was
appointed as a Director of the Issuer on July 12, 2012. Mr. Johnson
is also President and sole director of Esenjay Investments,
LLC.
(d)
Within the last
five years, Mr. Johnson has not been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors).
(e)
During the last
five years, Mr. Johnson has not been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction,
which as a result of such proceeding, was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, United States
federal or state securities laws or finding any violation with
respect to such laws.
(f)
Mr. Johnson is a
citizen of the United States.
Item 3. Source and Amount of Funds or Other
Consideration
The
Issuer’s wholly-owned subsidiary, Flux Power, Inc.
(“Flux”), maintains an Unrestricted and Open Line of
Credit with Esenjay Investments, LLC, Issuer’s controlling
stockholder and principal credit line holder
(“Esenjay”), with a maximum borrowing amount of
$10,000,000, a conversion rate of $0.60 per share, an interest rate
at 8% per annum and maturity date of January 31, 2019 (“Line
of Credit”). As a result of continued draws, as of September
17, 2018, the Line of Credit has an outstanding principal balance
and accrued and unpaid interest of approximately $8,939,371
convertible into 14,898,952 shares of common stock.
As a result of such draws, Esenjay beneficially
owns an aggregate of 31,516,351 shares of Common Stock, consisting
of 15,992,399 shares of Common Stock, warrants to purchase
up to 625,000 shares of Common Ctock and convertible debt
convertible into 14,898,952 shares of common stock under the Line
of Credit, all of which are convertible within 60 days.
Mr. Johnson, by virtue of his
ownership and control of Esenjay, is deemed to beneficially own
31,590,898 shares of Common Stock, of which 31,516,351 shares of
Common Stock are directly beneficially owned by Esenjay and 74,547
shares of Common Stock represents Mr. Johnson’s right to
acquire additional shares of Common Stock within sixty days upon
exercise of his options. Beneficial ownership of 31,590,898 shares
of Common Stock represents approximately 67.7% of such outstanding
class of the Issuer’s securities. The percentage calculation
is based on 31,072,815 shares of Common Stock outstanding as of
September 17, 2018.
Item 4. Purpose of the Transaction
The
Reporting Person acquired the Issuer’s shares of Common Stock for investment
purpose.
Subject
to ongoing evaluation, except as otherwise set forth above, the
Reporting Person has no current plans or proposals which relate to
or would otherwise result in any of the following:
(a)
The acquisition by
any person of additional securities of the Issuer, or the
disposition of securities of the Issuer;
(b)
An extraordinary
corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its
subsidiaries;
(c)
A sale or transfer
of a material amount of assets of the Issuer or any of its
subsidiaries;
(d)
Any change in the
present Board of Directors or management of the Issuer, including
any plans or proposals to change the number or term of directors or
to fill any existing vacancies on the Board;
(e)
Any material change
in the present capitalization or dividend policy of the
Issuer;
(f)
Any other material
change in the Issuer’s business or corporate structure
including, but not limited to, if the Issuer is a registered
closed-end investment company, any plans or proposals to make any
changes in its investment policy for which a vote is required by
Section 13 of the Investment Company Act of 1940;
(g)
Changes in the
Issuer’s charter, bylaws or instruments corresponding thereto
or other actions which may impede the acquisition of control of the
Issuer by any person;
(h)
Causing a class of
securities of the Issuer to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association;
(i)
A class of equity
securities of the Issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended, or
Any
action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a)
As
of the date hereof, Esenjay beneficially owns an aggregate of
31,590,898 shares of Common Stock. Mr. Johnson, by virtue of his
ownership and control of Esenjay, is deemed to beneficially own
31,590,898 shares of Common Stock of which 31,516,351 shares of
Common Stock are directly beneficially owned by Esenjay; and 74,547
shares of Common Stock represents Mr. Johnson’s right to
acquire shares of common stock of the Issuer within 60 days upon
exercise of his options. Beneficial ownership of 31,590,898 shares
of Common Stock represents approximately 67.7% of such outstanding
class of the Issuer’s securities. The percentage calculation
is based on 31,072,815 shares of Common Stock outstanding as of
September 17, 2018.
(b)
The
following table sets forth the number of shares of Common Stock as
to which the respective Reporting Person has (i) the sole power to
vote or direct the vote, (ii) shared power to vote or to direct the
vote, (iii) sole power to dispose or to direct the disposition, or
(iv) shared power to dispose or to direct disposition:
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Esenjay
Investments, LLC
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-
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31,516,351
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-
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31,516,351
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Michael
Johnson
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74,547
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31,590,898
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74,547
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31,590,898
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(c)
The
information contained in Items 3 and 4 above is hereby incorporated
herein by reference in entirety.
(d)
The
Reporting Person does not know of any other person with the right
to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the securities covered by this
Statement.
Item
6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
On June
21, 2018, an agreement was made and entered into by and between
Esenjay, Cleveland Capital LP, and Cleveland Capital Management,
LLC whereby Esenjay agreed to convert at the conversion price of
all of the then remaining amounts outstanding under the Line of
Credit into shares of Common Stock of the Issuer in accordance with
the terms of the Line of Credit. Esenjay also agreed that it will
not, at any time from the date of the agreement, cause repayment of
any amounts outstanding under the Line of Credit in cash or other
immediately available funds. Cleveland Capital LP will have the
right of first refusal if Esenjay offers to sell any of the related
offered notes under the Line of Credit. The Reporting Person
expressly disclaims the status as a group with Cleveland Capital LP
or Cleveland Capital Management, LLC for purposes of this Schedule
13D.
Item 7. Materials to be Filed as Exhibits.
Exhibit A – Agreement by
and between Esenjay Investments, LLC, Cleveland Capital LP, and
Cleveland Capital Management, LLC, dated as of June 21,
2018*
______________
*
Attached herewith
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, the
undersigned certify that the information set forth in this
statement is true, complete and correct.
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ESENJAY INVESTMENTS, LLC
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/s/ Michael Johnson
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Name:
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Michael
Johnson
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Title:
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President
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Date:
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MICHAEL JOHNSON
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/s/ Michael Johnson
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Name:
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Michael
Johnson
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Date:
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