SEC Form SC 13D/A filed by Flux Power Holdings Inc. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 12)*
FLUX POWER HOLDINGS, INC.
(Name of Issuer)
Common Stock, par value $0.001
(Title of Class of Securities)
344057203
(CUSIP Number)
Michael Johnson
2685 S. Melrose Drive
Vista, California 92081
877-505-3589
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 12, 2021
(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 I.R.S. Identification Nos. of above persons (entities only).
|
Esenjay Investments, LLC |
| 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 |
Delaware Limited Liability Company |
Number of Shares Beneficially Owned by Each Reporting Person With |
7. |
Sole Voting Power |
0 |
| 8. |
Shared Voting Power |
4,485,954 | |
| 9. |
Sole Dispositive Power |
0 | |
| 10. |
Shared Dispositive Power |
4,485,954 |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
4,485,954 |
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
☐ |
13. |
Percent of Class Represented by Amount in Row (11) |
28.1%(1) |
14. |
Type of Reporting Person (See Instructions) |
OO |
(1) The beneficial ownership is calculated based on 15,987,502 shares of common stock outstanding of the Issuer as of November 10, 2021, as reported on the Issuer’s Form 10-Q, filed with the Securities and Exchange Commission (“SEC”) on November 12, 2021.
| 2 |
CUSIP No. 344057203
| 1. | Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only).
|
Michael Johnson |
| 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 Beneficially by Owned by Each Reporting Person With |
7. |
Sole Voting Power |
12,948(1) |
| 8. |
Shared Voting Power |
4,485,954(2) | |
| 9. |
Sole Dispositive Power |
12,948(1) | |
| 10. |
Shared Dispositive Power |
4,485,954(2) |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person | 4,498,902(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) | 28.1%(1)(2)(3) |
14. |
Type of Reporting Person (See Instructions) |
IN |
(1) Includes options to purchase 12,948 shares of common stock which are exercisable within 60 days.
(2) Includes 4,485,954 shares of common stock held by Esenjay Investments, LLC (“Esenjay”). Michael Johnson is the sole director and beneficial owner of Esenjay.
(3) The beneficial ownership is calculated based on 16,000,450 common stock outstanding, which is the sum of (i) 15,987,502 shares of common stock outstanding of the Issuer as of November 10, 2021, and (ii) options to purchase 12,948 shares of common stock which are exercisable within 60 days.
| 3 |
AMENDMENT NO. 12 TO SCHEDULE 13D/A
Item 1. Security and Issuer
This Amendment No. 12 to Schedule 13D/A (this “Statement”) relates to shares of common stock, $0.001 par value (the “Common Stock”), of Flux Power Holdings, Inc., a Nevada corporation (the “Issuer”). The Issuer’s principal executive offices are located at 2685 S. Melrose Drive, 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 as the “Reporting Person”):
| 1. | Esenjay Investments, LLC |
| (a) | Esenjay Investments, LLC is a limited liability company formed in Delaware (“Esenjay”) engaged in the business of investing in companies. | |
| (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. |
| 2. | Michael Johnson |
| (a) | Michael Johnson, an individual. | |
| (b) | Mr. Johnson’s address is 500 North Water Street, Suite 1100, Corpus Christi, Texas 78401-0236. | |
| (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. |
| 4 |
Item 3. Source and Amount of Funds or Other Consideration
This Amendment is being filed by the Reporting Person to report changes to the beneficial ownership as a result of (i) certain sale of shares of Common Stock of the Issuer (the “Open Market Sales”) and (ii) a change in the aggregate number of outstanding shares of Common Stock of the Issuer as reported in its latest filings with the Securities and Exchange Commission (the “SEC”) since the Reporting Person’s Amendment No. 11 to Scheduler 13D/A, previously filed with the SEC on April 7, 2021.
Between May 24, 2021 and May 28, 2021 (both days inclusive), the Reporting Person sold an aggregate of 51,396 shares of Common Stock of the Issuer in multiple transactions in the Open Market Sales for an aggregate total of $525,512.64. In addition, between June 1, 2021 and June 10, 2021 (both days inclusive), the Reporting Person sold an aggregate of 98,604 shares of Common Stock of the Issuer in multiple transactions in the Open Market Sales for an aggregate total of $1,063,477.91.
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 |
| (j) | Any action similar to any of those enumerated above. |
| 5 |
Item 5. Interest in Securities of the Issuer
| (a) | As of the date hereof, Esenjay beneficially owns an aggregate of 4,485,954 shares of Common Stock. Mr. Johnson, by virtue of his ownership and control of Esenjay, is deemed to beneficially own 4,498,902 shares of Common Stock, of which 4,485,954 are directly beneficially owned by Esenjay and 12,948 represents Mr. Johnson’s right to acquire additional shares of Common Stock within sixty days upon exercise of his options. Mr. Johnson’s beneficial ownership of 4,498,902 shares of Common Stock represents approximately 28.1% of such outstanding class of the Issuer’s securities. |
| The beneficial ownership is calculated based on 16,000,450 common stock outstanding, which is the sum of (i) 15,987,502 shares of common stock outstanding of the Issuer as of November 10, 2021, and (ii) options to purchase 12,948 shares of common stock which are exercisable within 60 days. |
| (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: |
Reporting Person | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | ||||||||||||
| Esenjay Investments, LLC | - | 4,485,954 | - | 4,485,954 | ||||||||||||
| Michael Johnson | 12,948 | 4,485,954 | 12,948 | 4,485,954 | ||||||||||||
| (c) | The information contained in Items 3 and 4 above is hereby incorporated herein by reference in entirety. There have been no transactions the Common Stock of the Issuer by the Reporting Person during the past sixty (60) days. |
| (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. |
| (e) | Not applicable. |
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The content of the foregoing Items is hereby incorporated herein by reference in entirety.
Item 7. Materials to be Filed as Exhibits.
Exhibit A – Joint Filing Agreement*
* Attached herewith
| 6 |
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.
| Dated: January 14, 2022 | ESENJAY INVESTMENTS, LLC | |
| a Delaware Limited Liability Company | ||
| /s/ Michael Johnson | ||
| Name: | Michael Johnson | |
| Title: | President | |
| MICHAEL JOHNSON | ||
| an Individual | ||
| /s/ Michael Johnson | ||
| Name: | Michael Johnson | |
Attention – Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
| 7 |
EXHIBIT A
JOINT FILING AGREEMENT
Each of the undersigned hereby agrees that the Schedule 13D/A, to which this Agreement is attached as Exhibit A, and all amendments thereto may be filed on behalf of each such person.
| Dated: January 14, 2022 | ESENJAY INVESTMENTS, LLC | |
| a Delaware Limited Liability Company | ||
| /s/ Michael Johnson | ||
| Name: | Michael Johnson | |
| Title: | President | |
| MICHAEL JOHNSON | ||
| an Individual | ||
| /s/ Michael Johnson | ||
| Name: | Michael Johnson | |