Current Report Filing (8-k)
03 July 2018 - 8:11PM
Edgar (US Regulatory)
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):
July 2, 2018
CPI
AEROSTRUCTURES, INC.
(Exact
Name of Registrant as Specified in Charter)
New
York
|
001-11398
|
11-2520310
|
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
91
Heartland Boulevard, Edgewood, New York
|
11717
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Registrant’s
Telephone Number, Including Area Code:
(631) 586-5200
N/A
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of Holdco
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))
|
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 1.02.
|
Termination of a Material Definitive Agreement
|
CPI Aerostructures, Inc. (the “
Company
”) previously
announced that it had entered into a Stock Purchase Agreement (the “
Agreement
”) with Air Industries Group (“
Seller
”)
dated as of March 21, 2018. The Agreement provides for the purchase by the Company from Seller all of the shares of capital stock
of Welding Metallurgy, Inc. (“
WMI
”), a wholly owned subsidiary of Seller.
On July 2, 2018, the Company received notice
from Seller purportedly terminating the Agreement. The Company disputes the purported termination. The Company has responded to
Seller disputing the validity of the purported termination on the grounds that Seller is in material breach of Section 5.02 of
the Agreement because Seller failed to provide full access to WMI’s books and records, including inventory and accounting
records, and financial, operating, and other data. The Company further contends that Seller does not have the right to terminate
the Agreement, and that Seller’s purported termination of the Agreement is itself a material breach of the Agreement.
The reporting of this event under Item 1.02
does not constitute an acknowledgement by the Company that the Agreement has been terminated. The Company is considering all of
its options against the Seller under the Agreement, at law and in equity.
The material terms of the Agreement were summarized
in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 22, 2018. Such summary
of the Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Agreement
filed as Exhibit 2.1 to such Current Report on Form 8-K.
Item 7.01.
|
Regulation FD Disclosure.
|
On July 2, 2018, the Company issued a press release announcing
Seller’s purported termination of the Agreement, a copy of which is attached hereto as Exhibit 99.1.
The information contained in the press
release is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act
of 1934 (the “
Exchange Act
”) or otherwise subject to the liability of such section, nor shall such information
be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as
shall be expressly set forth by specific reference in such filing.
Item 9.01.
|
Financial Statement and Exhibits.
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(d) Exhibits:
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99.1
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Press Release dated
July 2, 2018.
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SIGNATURE
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.
Dated: July 2, 2018
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CPI AEROSTRUCTURES, INC.
|
|
|
|
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By:
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/s/ Vincent
Palazzolo
|
|
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Vincent Palazzolo
|
|
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Chief Financial Officer
|
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