Blueprint
 

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) 
 
 
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 Bene-ficially Owned by Each Reporting Person With
 
7. Sole Voting Power 0
 
8. Shared Voting Power  31,516,351 (1)
 
9. Sole Dispositive Power 0
 
10. Shared Dispositive Power  31,516,351 (1)
 
11.
 
Aggregate Amount Beneficially Owned by Each Reporting Person  31,516,351 (1)
 
12.
 
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 
 
13.
 
Percent of Class Represented by Amount in Row (11) 67.6%(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.
 
 
ESENJAY INVESTMENTS, LLC
 
 
 
 
 
 
 
 
 
 
/s/ Michael Johnson
 
 
Name:
Michael Johnson   
 
 
Title:
President 
 
 
Date:
September 21, 2018
 
 
 
 
 
 
MICHAEL JOHNSON
 
 
 
 
 
 
 
 
 
 
/s/ Michael Johnson 
 
 
Name:
Michael Johnson
 
 
Date: 
September 21, 2018
 
 
 
 4
Exhibit A