UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
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
|
1.
|
Names
of Reporting Persons Esenjay
Investments, LLC
I.R.S.
Identification Nos. of above persons (entities only).
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
(a) □
(b) □
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3
|
SEC Use
Only
|
|
4.
|
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
|
7. Sole
Voting Power 0
|
|
8.
Shared Voting Power 31,516,351 (1)
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|
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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) □
|
|
13.
|
Percent
of Class Represented by Amount in Row (11) 67.6%(1)(2)
|
|
14.
|
Type of
Reporting Person (See Instructions)
OO
|
(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.
2
CUSIP
No. 344057203
|
1.
|
Names
of Reporting Persons Michael
Johnson
I.R.S.
Identification Nos. of above persons (entities only).
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
(a) □
(b) □
|
|
3
|
SEC Use
Only
|
|
4.
|
Source
of Funds (See Instructions) OO
|
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) N/A
|
|
6.
|
Citizenship
or Place of Organization United States
|
|
Number
of Shares Bene-ficially by Owned by Each Reporting Person
With
|
7. Sole
Voting Power 74,547 (1)
|
|
8.
Shared Voting Power 31,516,351(2)
|
|
|
9. Sole
Dispositive Power 74,547 (1)
|
|
|
10.
Shared Dispositive Power 31,516,351 (2)
|
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting
Person 31,590,898
(1)(2)
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) □
|
|
13.
|
Percent
of Class Represented by Amount in Row (11) 67.7%(1)(2)(3)
|
|
14.
|
Type of
Reporting Person (See Instructions)
IN
|
(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.
3
AMENDMENT NO. 8 TO SCHEDULE 13D/A
EXPLANATORY NOTE
This
Amendment No. 8 to Schedule 13D (the “Amendment”) is
being filed with respect to the Reporting Persons’ beneficial
ownership in Flux Power Holdings, Inc. (the “Issuer”).
This Amendment supplements the Schedule 13D/A (Amendment No. 7) as
previously filed on September 21, 2018 (as amended, the
“Schedule 13D”). Each Item below amends and supplements
the information disclosed under the corresponding Item of the
Schedule 13D. Unless otherwise indicated herein, capitalized terms
used but not defined in this Amendment shall have the same meaning
herein as are ascribed to such terms in 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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September 21,
2018
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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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September 21,
2018
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4
Exhibit
A
