Unique Fabricating (UFABQ) 10-K/A 2019 FY Annual report (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

(Amendment No. 3)

☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 29, 2019

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from             to             

Commission file number: 001-37480

UNIQUE FABRICATING, INC.

(Exact name of registrant as specified in its Charter)

Delaware	001-37480	46-1846791
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

800 Standard Parkway

Auburn Hills, MI 48326

(248)-853-2333

(Address including zip code, and telephone number, including area code, of registrant’s principal executive offices)

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, par value $.001 per share	UFAB	NYSE American

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes ☐ No ☒

As of March 1, 2020 the registrant had 9,779,147 shares of common stock outstanding.

As of June 30, 2019 the last business day of the registrant's most recently completed second fiscal quarter, the aggregate market value of the voting stock held by non-affiliates of the registrant was approximately $26.5 million.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive Proxy Statement related to its Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K/A.

EXPLANATORY NOTE

This amendment No. 3 to Form 10-K (“Amendment”) amends the Annual Report on Form 10-K of Unique Fabricating, Inc. (the “Company”) for the year ended December 29, 2019, originally filed with the Securities and Exchange Commission on March 27, 2020, as amended (“Original Filing”). This Amendment is being filed to include: Exhibit 4.06 which was inadvertently omitted in the Original Filing; Updated links to Exhibits 10.36, 10.37, 10.38, 10.39, 10.40, 10.41; and amendment to Part III.  No other changes have been made to the Original Filing.

PART III

The information called for by Item 10. Directors, Executive Officers and Corporate Governance, Item 11. Executive Compensation, Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters, Item 13. Certain Relationships and Related Transactions, and Director Independence and Item 14. Accounting Fees and Services is incorporated by reference to the Company’s definitive Proxy Statement  filed on May 22, 2020 with the SEC pursuant to Regulation 14A in connection with the Company’s 2020 Annual Meeting of Stockholders (the “Proxy Statement”). The Company filed the  Proxy Statement with the SEC  more than 120 days after the fiscal year covered by this Annual Report on Form 10-K.  As set forth in the Form 8-K filed by the Company with the SEC on April 27, 2020, the Company relied on the SEC Order(Release No.34-88465) for the extension of the filing of the information required by Part III by up to 45 days after the required filing date . The Company was not in a position to file its Proxy Statement or an amendment to this Annual Report on Form 10-K for the fiscal year ended December 29, 2019 providing the information required by Part III of the Form 10-K in a timely manner (by the April 27, 2020 due date) without compromising the health and safety of key personnel involved in its completion because of the ongoing Coronavirus (COVID-19) pandemic.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) The following documents are filed as exhibits to this Amendment:

Exhibit No.	Description
4.06*	Description of Securities
10.36	Waiver and Second Amendment to Credit Agreement and Loan Documents, dated as of June 14, 2019, by and between the financial institutions signatory thereto, Citizens Bank, National Association, as Administrative Agent for the Lenders, Unique Fabricating NA, Inc. and Unique-Intasco Canada, Inc (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K, filed on June 17, 2019 and incorporated herein by reference)
10.37	Waiver and Third Amendment to Credit Agreement and Loan Documents, dated as of June 28, 2019, by and between the financial institutions signatory thereto, Citizens Bank, National Association, as Administrative Agent for the Lenders, Unique Fabricating NA, Inc. and Unique-Intasco Canada, Inc. (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K, filed on July 1, 2019 and incorporated herein by reference)
10.38	Waiver and Fourth Amendment to Credit Agreement and Loan Documents, dated as of July 16, 2019, by and between the financial institutions signatory thereto, Citizens Bank, National Association, as Administrative Agent for the Lenders, Unique Fabricating NA, Inc. and Unique-Intasco Canada, Inc. (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K, filed on July 18, 2019 and incorporated herein by reference)
10.39	Consulting agreement made as of May 15, 2019, by and between Unique Fabricating NA, Inc., a Delaware corporation (the “Company”), and Kim Korth (“Consultant”) (filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2019, filed on August 7, 2019 and incorporated herein by reference)
10.40	Fifth Amendment to Credit Agreement and Loan Documents, dated as of August 7, 2019, by and between the financial institutions signatory thereto, Citizens Bank, National Association, as Administrative Agent for the Lenders, Unique Fabricating NA, Inc. and Unique-Intasco Canada, Inc. (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K, filed on August 8, 2019 and incorporated herein by reference)
10.41	Employment agreement made as of September 4, 2019, by and between Unique Fabricating Incorporated, a Delaware corporation and Byrd Douglas Cain, III (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K, filed on September 17, 2019 and incorporated herein by reference)
31.1*	Certification of the Chief Executive Officer of the Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of the Chief Financial Officer of the Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

* Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

UNIQUE FABRICATING, INC.
Date: August 18, 2020	By:	/s/ Brian P. Loftus
		Brian P. Loftus
		Chief Financial Officer (Principal Financial and Accounting Officer)

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