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): November 10, 2023
Sypris Solutions, Inc.
(Exact name of registrant as specified in its charter)
Delaware | | 0-24020 | | 61-1321992 |
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(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
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101 Bullitt Lane, Suite 450 | | | | |
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Louisville, Kentucky | | | | 40222 |
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(Address of Principal Executive Offices) | | | | (Zip Code) |
Registrant’s telephone number, including area code: (502) 329-2000
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:
☐ | 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(s) | Name of each exchange on which registered |
Common Stock, $0.01 par value | SYPR | NASDAQ Global Select 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). | |
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 Agreement.
Amendment to Amended and Restated Promissory Note
On November 10, 2023, Sypris Solutions, Inc. (the “Company”) and certain of its subsidiaries amended and restated its Amended and Restated Promissory Note dated December 29, 2021 (the “2021 Promissory Note”) in favor of Gill Family Capital Management, Inc. (“GFCM”), an entity controlled by the Company’s president and chief executive officer, Jeffrey T. Gill and one of its directors, R. Scott Gill (the “2023 Promissory Note”). Pursuant to the 2023 Promissory Note, GFCM made a $2,500,000 loan (the “Additional Loan”) to the Company to bring the total amount of the principal up to $6,500,000.00 on or prior to December 1, 2023, with $2,000,000 being loaned on or before November 14, 2023 and the remaining $500,000 being loaned on or before December 1, 2023.
In connection with the Additional Loan, certain other provisions of the 2021 Promissory Note were modified to (i) extend the maturity dates for $2,000,000 of the obligation to April 1, 2025, $2,000,000 to April 1, 2026 and the balance to April 1, 2027, (ii) adjust the interest rate beginning on November 10, 2023 and on each April 1 thereafter, to reflect the greater of 8% or 500 basis points above the five-year Treasury note average during the previous 90-day period, and (iii) allow for the deferral of payment for up to 60% of the quarterly interest due on the 2023 Promissory Note to April 1, 2025.
All other terms of the 2021 Promissory Note remain in place.
The foregoing does not purport to be a complete description of the terms of the 2023 Promissory Note and such description is qualified in its entirety by reference to the 2023 Promissory Note, which is filed as an exhibit to this Current Report on Form 8-K.
Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 9.01 | Financial Statements & Exhibits |
10.1
Amended and Restated Promissory Note between Sypris Solutions, Inc., Sypris Technologies, Inc., Sypris Electronics, LLC, Sypris Technologies Marion, LLC, Sypris Technologies Mexican Holdings, LLC, Sypris Technologies Northern, Inc., Sypris Technologies Southern, Inc. and Sypris Technologies International, Inc. dated as of November 10, 2023.
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.
| Dated: November 14, 2023 | Sypris Solutions, Inc. | |
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| By: | /s/ Richard L. Davis | |
| | Richard L. Davis | |
| | Vice President, Chief Financial Officer and Assistant Secretary | |
