Amended Current Report Filing (8-k/a)
July 16 2021 - 4:08PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): November 5, 2020
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. [ ]
EXPLANATORY
NOTE
Flux
Power Holdings, Inc., a Nevada corporation (the “Company”) is filing this Current Report on Form 8-K/A (this “Amendment”)
as an amendment to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on November 9, 2020
(“Original Filing”) solely for the purpose of correcting an inadvertent error in the Original Filing which stated
that the vesting schedule for the one-time retention Restricted Stock Units for “Retention Awards” was a “Three
Year Cliff’ instead of a “Four Year Cliff.” This Amendment corrects such error by amending and restating Item 5.02
of the Original Filing. No other changes are being made to any other disclosure contained in the Original Filing. Accordingly, except
as described above, this Amendment does not modify or update any of the other information set forth in the Original Filing.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)
(i) On November 5, 2020, the Board of Directors (the “Board”) of Flux Power Holdings, Inc. (the “Company”) approved
an amendment to the Company’s 2014 Equity Incentive Plan, as amended (the “2014 Plan”), to include the right to grant
Restricted Stock Units (“RSUs”) under the 2014 Plan. All of the Company’s executive officers are eligible to participate
in the 2014 Plan.
A
copy of the Amendment No. 2. to the 2014 Plan is attached as Exhibit 10.1 hereto and is incorporated herein by reference to this Form
8-K. In addition, the foregoing summary of the RSUs is subject to, and qualified in its entirety to the terms set forth in the Form of
Restricted Stock Unit Award Agreement and the Form of the Performance Restricted Stock Unit Award Agreement which are attached as Exhibits
10.2 and 10.3 hereto and are incorporated herein by reference to this Form 8-K.
(ii)
In addition, on November 5, 2020, the Board approved an annual cash bonus plan (the “Annual Bonus Plan”) which allows the
Compensation Committee and/or the Board of the Company to set the amount of bonus each fiscal year and the performance criteria. Executive
officers and all employees (other than part-time employees and temporary employees) are eligible to participate in the Annual Bonus Plan
(“Participants”) as long as the Participant remains an active regular employee of the Company. The Annual Bonus Plan is effective
for fiscal year 2021 and each fiscal year thereafter (the “Plan Year”). For each Plan Year, the Compensation Committee will
establish an aggregate amount of allocable Bonus under the Annual Bonus Plan and determine the performance goals applicable to a bonus
during a Plan Year (the “Participation Criteria”). The Participation Criteria may differ from Participant to Participant
and from bonus to bonus. The Participation Criteria for fiscal year 2021 is based on the Company achieving certain performance targets
based on annual revenue, gross margin, operation expense and new business development. All of the Company’s executive officers
are eligible to participate in the Annual Bonus Plan.
A
copy of the Annual Bonus Plan is attached as Exhibit 10.4 hereto and is incorporated herein by reference to this Form 8-K.
(iii)
On November 5, 2020, the Compensation Committee of the Board of the Company (the “Compensation Committee”) approved target
cash bonuses under the Annual Bonus Plan for fiscal year 2021 (“2021 Bonus Grant”) to the following executive officers, which
target bonus was calculated based on percentage of the executive’s current base salary:
Name
|
|
Position
|
|
Current
Base Salary
|
|
|
Percentage
of Salary
|
|
|
Target
Cash
Bonus
|
|
Ronald
F. Dutt
|
|
Chief
Executive Officer
|
|
$
|
250,000
|
|
|
50
|
%
|
|
$
|
125,000
|
|
Charles
Scheiwe
|
|
Chief
Financial Officer
|
|
$
|
190,000
|
|
|
35
|
%
|
|
$
|
66,500
|
|
Jonathan
Berry
|
|
Chief
Operating Officer
|
|
$
|
190,000
|
|
|
35
|
%
|
|
$
|
66,500
|
|
Under
the 2021 Bonus Grant, the Company’s executives are eligible to receive cash incentive bonus payments based on the target cash bonus
amount and on the achievement of financial targets and corporate objectives as follows:
Achievements
|
|
Minimum
|
|
|
Target
|
|
|
Maximum
|
|
Bonus
payments based on Target Cash Bonus Amount
|
|
|
70
|
%
|
|
|
100
|
%
|
|
|
150
|
%
|
(iii)
On November 5, 2020, the Compensation Committee approved the grant of RSUs under the 2014 Plan to certain employees of the Company or
its subsidiary, Flux Power, Inc. The RSUs are subject to the terms and conditions provided in (i) the form of Restricted Stock Unit Award
Agreement which is time based (“Time Based Awards”), and (ii) the form of Performance Restricted Stock Unit Award Agreement
which is performance based (“Performance Based Awards”). In addition, the Compensation Committee approved the grant of one-time
retention based RSUs pursuant to the form of the Restricted Stock Unit Award Agreement (“Retention Awards”).
The
following executive officers and key employees of the Company were granted RSUs under the 2014 Plan in the amounts and according to the
vesting schedule indicated below:
Time
Based Awards:
Name
|
|
Position
|
|
No.
of RSUs
|
|
Vesting
Schedule
|
Ronald
F. Dutt
|
|
Chief
Executive Officer
|
|
6,607
|
|
Three
Year Cliff
|
Charles
Scheiwe
|
|
Chief
Financial Officer
|
|
3,515
|
|
Three
Year Cliff
|
Jonathan
Berry
|
|
Chief
Operating Officer
|
|
3,515
|
|
Three
Year Cliff
|
Performance
Based Awards:
Name
|
|
Position
|
|
No.
of RSUs
Maximum
Grant
|
|
Vesting
Schedule
|
Ronald
F. Dutt
|
|
Chief
Executive Officer
|
|
9,910
|
|
Up
to one third will vest at the end of each fiscal year over a three year fiscal period upon meeting performance targets for each fiscal
year*
|
Charles
Scheiwe
|
|
Chief
Financial Officer
|
|
5,272
|
|
Up
to one third will vest at the end of each fiscal year over a three year fiscal period upon meeting performance targets for each fiscal
year*
|
Jonathan
Berry
|
|
Chief
Operating Officer
|
|
5,272
|
|
Up
to one third will vest at the end of each fiscal year over a three year fiscal period upon meeting performance targets for each fiscal
year*
|
*
The performance target for the RSU will be based on EBITDAS (earnings before interest expense (excluding interest income), taxes, depreciation,
amortization and stock compensation expense in accordance with U.S. GAAP).
Retention
Awards:
Name
|
|
Position
|
|
No.
of RSUs
|
|
Vesting
Schedule
|
Ronald
F. Dutt
|
|
Chief
Executive Officer
|
|
13,214
|
|
Four
Year Cliff
|
Charles
Scheiwe
|
|
Chief
Financial Officer
|
|
7,030
|
|
Four
Year Cliff
|
Jonathan
Berry
|
|
Chief
Operating Officer
|
|
7,030
|
|
Four
Year Cliff
|
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:
July 16, 2021
|
|
|
Flux Power (NASDAQ:FLUX)
Historical Stock Chart
From Mar 2024 to Apr 2024
Flux Power (NASDAQ:FLUX)
Historical Stock Chart
From Apr 2023 to Apr 2024