Form SC 13D - General statement of acquisition of beneficial ownership
31 Oktober 2023 - 4:04PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. ___)*
Flux
Power Holdings, INC.
(Name
of Issuer)
Common
Stock
(Title
of Class of Securities)
344057302
(CUSIP
Number)
William
B. Brown, Managing Member and CEO
513-655-5561
Formidable
Asset Management, LLC
221
E. Fourth Street, Suite 2700
Cincinnati
OH 45202
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
April
14, 2023
(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. [X]
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 disclosures provided in a prior cover
page. |
The
information required on 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. 344057302 |
|
13D |
|
Page
2 of 4 Pages |
1. |
|
NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Formidable Asset Management, 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 BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [
] |
6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA |
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. |
|
SOLE
VOTING POWER
548,226 |
8. |
|
SHARED
VOTING POWER
2,726,099 |
9. |
|
SOLE
DISPOSITIVE POWER
548,226 |
10. |
|
SHARED
DISPOSITIVE POWER
2,726,099 |
11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,274,325 |
12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) [ ]
|
13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.27% |
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IA |
CUSIP
No. 344057302 |
|
13D |
|
Page
3 of 4 Pages |
Item
1. Security and Issuer.
This
statement on Schedule 13D (the “Schedule 13D”) relates to the shares of Common Stock, par value $0.001 per share (the “Common
Stock”) of Flux Power Holdings, Inc. (the “Issuer”) whose principal executive offices are located at 2685 S. Melrose
Drive, Vista, California 92081.
Item
2. Identity and Background.
| (a) | –
(c), (f) This Schedule 13D is being filed by Formidable Asset Management, LLC, an Ohio limited
liability company (the “Reporting Person”). The principal business address of
the Reporting Person is 221 E. Fourth Street, Suite 2700, Cincinnati, Ohio 45202. The Reporting
Person is a registered investment advisory company, and its principal business is acquiring,
holding and disposing of investments in various companies. Will Brown is the manager/managing
member of Formidable Asset Management, LLC; the Reporting Person for the document. |
(d),
(e) During the last five years, neither Formidable Asset Management, LLC nor Will Brown have (i) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) been party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and 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, federal or state securities laws or finding any violation with respect
to such laws.
Item
3. Source or Amount of Funds or Other Consideration.
On
April 14, 2023, the Reporting Person acquired 250 shares in open market transactions at $4.05. This brought the total number of shares
acquired in open market transactions to 548,226 shares of the Common Stock of the Issuer. No funds were borrowed to acquire the Common
Stock.
Item
4. Purpose of Transaction.
The
Common Stock reported in this filing has been purchased and held for investment purposes. The Reporting Person acquired the shares as
a passive investor and has no present plan or proposal which would relate to or result in any of the matters or actions set forth in
clauses (a) through (j) of Item 4 of Schedule 13D. The amount of Common Stock purchased by the Reporting Person exceeded 20% on April
14, 2023 (but subsequently fell to below 20% on April 20, 2023).
Item
5. Interest in Securities of the Issuer.
The
following list sets forth the aggregate number and percentage based on 16,156,400 shares of Common Stock outstanding on March 31, 2023,
as reported in the 10-Q filing of the Issuer filed with the Securities and Exchange Commission on May 11, 2023 of outstanding shares
of Common Stock owned beneficially by the Reporting Persons.
Name |
Number
of Shares |
Percentage
of Class |
Formidable
Asset Management, LLC (1) |
548,226 |
3.39% |
Separately
Managed Retail Accounts (2) |
2,726,099 |
16.87% |
Total |
3,274,325 |
20.27%
of OS - BB |
| (1) | These
shares are owned by the Reporting Persons’ private fund and exchanged traded funds,
for which the Reporting Person is a [Managing Member] and acts as the discretionary portfolio
manager. The Reporting Person has sole voting and dispositive power of these shares. |
| (2) | These
shares are owned by investment clients of the Reporting Person who are also responsible to
vote the shares. The Reporting Person does not own these shares directly, but by virtue of
the Reporting Person’s investment advisory agreement with the clients, each may be
deemed to beneficially own the shares by reason of their power to dispose of such shares.
The Reporting Person disclaims beneficial ownership of such shares. |
List
here any transactions in the Issuer’s Common Stock in the last 60 days including the date, amount, price and how/where the transaction
was effected].
Name |
Transaction
Date |
No.
of Shares |
Price
per Share |
Formidable
Asset Management, LLC (1) |
February
13, 2023
February
17, 2023
March
9, 2023
March
14, 2023
March
29, 2023 |
(5951)
(57,500)
7178
7178
7178 |
$6.71
$6.93
$7.06
$5.27
$5.02 |
Separately
Managed Retail Accounts (2) |
February
13, 2023
February
14, 2023
February
16, 2023
February
17, 2023
February
21, 2023
February
28, 2023
March
2, 2023
March
6, 2023
March
7, 2023
March
9, 2023
March
10, 2023
March
13, 2023
March
14, 2023
March
15, 2023
March
17, 2023
March
20, 2023
March
21, 2023
March
22, 2023
March
23, 2023
March
24, 2023
March
29, 2023
March
30, 2023
March
31, 2023
April
3, 2023
April
4, 2023
April
5, 2023
April
10, 2023
April
11, 2023
April
12, 2023
April
13, 2023
April
14, 2023 |
(6000)
(12)
(13,821)
(5905)
(236)
6000
5285
2600
950
(8526)
9861
250
950
450
200
19000
17100
1850
5000
4825
1950
1250
1700
550
400
500
(250)
11,500
250
13,900
5350 |
$6.71
$6.44
$6.81
$6.93
$6.57
$6.81
$6.51
$6.57
$6.53
$7.06
$5.72
$5.63
$5.27
$5.26
$5.33
$5.13
$5.16
$5.15
$5.15
$5.24
$5.02
$4.80
$4.86
$4.86
$4.55
$4.40
$4.35
$4.10
$4.00
$4.10
$4.05 |
Total |
|
(NET)
35,004 |
|
To
the best knowledge of the Reporting Person, no other person is known to have the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, such securities.
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Other
than the investment advisory agreements with the Reporting Person’s clients, there are no contracts, arrangements, understandings
or relationships between the Reporting Persons and any other person, with respect to the securities of the Issuer.
Item
7. Material to Be Filed as Exhibits.
CUSIP
No. 344057302 |
|
13D |
|
Page
4 of 4 Pages |
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Formidable
Asset Management, LLC |
|
|
|
/s/ Will
Brown |
|
Will
Brown |
|
Managing
Member and CEO |
|
|
|
October
31, 2023 |
|
Date |
|
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