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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): March 31, 2025

 

FLUX POWER HOLDINGS, INC.

 

(Exact name of registrant as specified in its charter)

 

Nevada   001-31543   92-3550089

(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. ☐

 

 

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

The information contained in Item 5.02 is incorporated by reference in this Item 1.01.

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

In connection with the management changes reported in the Current Report on Form 8-K of Flux Power Holdings, Inc. (the “Company”) filed with the Securities and Exchange Commission on March 10, 2025, the Company entered into a separation and release agreement dated March 31, 2025 (the “Separation Agreement”) with Ronald F. Dutt, the former Chief Executive Officer, President and Director of Flux Power Holdings, Inc. Mr. Dutt’s employment with the Company ended on March 31, 2025. Pursuant to the terms of the Separation Agreement, the Company agreed to provide Mr. Dutt with certain severance benefits in exchange for a release and other agreements set forth in the Separation Agreement. The severance benefits include (a) a cash severance payment of 386,250.02 payable in twelve (12) installments of approximately $32,187.50, and (b) a monthly cash payment for twelve (12) months in an amount of $4,034.20 for health insurance coverage. Mr. Dutt’s Separation Agreement includes a customary general release of claims in favor of the Company and certain related parties.

 

The foregoing summary of the Separation Agreement is qualified in its entirety by reference to the full terms of the agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit No.   Exhibit Description
10.1   Separation and Release Agreement with Ronald F. Dutt
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

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/ Krishna Vanka
    Krishna Vanka, Chief Executive Officer

 

Dated: April 2, 2025