UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 1, 2019
ADDVANTAGE TECHNOLOGIES GROUP, INC.
(Exact name of Registrant as specified in its Charter)
Oklahoma
(State or other Jurisdiction of Incorporation)
| 1-10799 | 73-1351610 |
| (Commission file Number) | (IRS Employer Identification No.) |
| | |
| 1221 E. Houston, Broken Arrow Oklahoma | 74012 |
| (Address of Principal Executive Offices) | (Zip Code) |
(918) 251-9121
(Registrant's Telephone Number, Including Area Code)
(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 the registrant under any of the following provisions (see General InstructionA.2. below):
| □ | Written Communication 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)) |
Item 2.01
Completion of Acquisition or Disposition of Assets.
On July 1, 2019, the Company closed the sale of its Cable TV segment business to Leveling 8 Inc. (“Leveling 8”), which purchased all of the outstanding shares and limited liability membership interests of the Company’s Cable TV segment for a total purchase price of $10.3 million, subject to certain post closing adjustments. Leveling 8 is a company owned 100% by David Chymiak, the Company’s Chief Technology Officer, President of Tulsat, substantial shareholder and a member of its Board of Directors. The purchase price consists of $3.9 million of cash, less $2.1 million of cash previously received from the sales of the ComTech facility in March 2019 and the NCS facility in June 2019, and a $6.4 million promissory note bearing interest at 6% per annum. The note will be paid over five years and is personally guaranteed by David E. Chymiak.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibit is furnished herewith:
| Exhibit 99.1 | Press Release dated July 2, 2019 issued by the Company. |
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.
| | | ADDvantage Technologies Group, Inc. |
| | | Date: July 2, 2019 |
| | | By: /s/ Scott Francis |
| | | Scott Francis |
| | | Vice-President & Chief Accounting Officer |
Exhibit Index
| Exhibit Number | Description |
| 99.1 | Press Release dated July 2, 2019 issued by the Company. |
