Current Report Filing (8-k)
July 12 2019 - 4:09PM
Edgar (US Regulatory)
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): July 11,
2019
FLUX POWER HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-25909
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86-0931332
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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2685 S. Melrose Drive, Vista, California
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92081
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(Address of Principal Executive Offices)
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(Zip Code)
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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:
None
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
2.02 Results of Operations and Financial
Condition.
On July
11, 2019, Flux Power Holdings, Inc., a Nevada corporation (the
“Company”) issued a press release in which it disclosed
its preliminary revenues and gross profit margin for the fourth
quarter and fiscal year ended June 30, 2019. A copy of this press
release is furnished herewith as Exhibit 99.1.
Pursuant to the
rules and regulations of the Securities and Exchange Commission,
such exhibit and the information set forth therein and in this Item
2.02 have been furnished and shall not be deemed
“filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise subject to liability under that section nor shall they
be deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Exchange Act, except as
shall be expressly set forth by specific reference in such filing
regardless of any general incorporation language.
Item
3.03 Material Modification to Rights of Security
Holders.
The
information contained in Item 5.03 of this Current Report on Form
8-K is incorporated herein by reference.
Item
5.03 Amendments of Articles of Incorporation;
Change in Fiscal Year.
On July
9, 2019, the Company filed a Certificate of Change (the
“Certificate”) with the Nevada Secretary of State of
Nevada to effectuate a reverse split of the Company’s common
stock at a ratio of 1 for 10 (the “Reverse Split”). The
Reverse Split became effective on July 11, 2019 at 6:00 pm (EST)
(“Effective Date”). Beginning with the opening of the
market on July 12, 2019, the Company’s common stock was
quoted on the OTCQB under the symbol “FLUXD” on a post
Reverse Split basis under a new CUSIP number
344057
302.
On the
Effective Date of the Reverse Split, every 10 pre-split shares of
common stock outstanding was automatically combined into one new
share of common stock without any action on the part of the holders
and with no change in the par value per share of $0.001. In
addition, all options, warrants, and any other similar instruments
convertible into, or exchangeable or exercisable for, shares of
common stock were proportionally adjusted to reflect the Reverse
Split. The Reverse Split also proportionately reduced the number of
authorized shares of common stock and authorized shares of
preferred stock. All fractional shares of common stock were rounded
up to the nearest whole share. No fractional shares were issued as
a result of the Reverse Split. Holders of fractional shares
outstanding after the Reverse Split received one full share of
post-Reverse Split share.
The
Reverse Split reduced the number of shares of the Company’s
outstanding shares of common stock from approximately 51 million
pre-Reverse Split shares to approximately 5.1 million post-Reverse
Split shares.
The
foregoing description does not purport to be complete and is
qualified in its entirety by reference to the complete text of the
Certificate, which is attached hereto as Exhibit 3.1 and
incorporated herein by reference.
Item
8.01 Other Events.
On July
11, 2019, the Company issued a press release with respect to the
Reverse Split. A copy of the press release is attached hereto as
Exhibit 99.2, and is incorporated by reference herein.
Item
9.01 Financial Statements and
Exhibits.
(d) Exhibits
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Certificate of
Change
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Press Release dated
July 11, 2019 announcing preliminary revenues and gross profit
margin for the fourth quarter and fiscal year ended June 30,
2019
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Press Release dated
July 11, 2019 announcing 1 for 10 reverse stock split
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SIGNATURE
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.
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Flux Power
Holdings, Inc.
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a Nevada
corporation
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Dated:
July 12, 2019
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By:
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/s/ Ronald F.
Dutt
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Ronald F. Dutt,
Chief Executive Officer
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