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)
December 18, 2020
ALLIED HEALTHCARE PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 0-19266 | 25-1370721 |
(State or Other Jurisdiction
of Incorporation) | (Commission
File Number) | (IRS Employer
Identification No.) |
1720 Sublette Avenue, St. Louis, Missouri
(Address of principal executive offices) | 63110
(Zip Code) |
| Registrant’s telephone number, including area code |
| (314) 771-2400 |
| |
| Not applicable |
| (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:
¨ 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ¨
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, $.01 | | AHPI | | The NASDAQ Stock Market, LLC |
Item 1.01 Entry into a Material Definitive Agreement.
As previously reported, The Company is party to a Loan and Security Agreement with North Mill Capital, LLC (“North Mill”), as successor in interest to Summit Financial Resources, L.P., dated effective February 27, 2017, as amended April 16, 2018 and April 24, 2019 (as amended, the “Credit Agreement”). The Company’s obligations under the Credit Agreement are secured by all of the Company’s personal property, both tangible and intangible, pursuant to the terms and subject to the conditions set forth in the Credit Agreement. Availability of funds under the Credit Agreement is based on the Company’s accounts receivable and inventory but will not exceed $2,000,000.00.
The Company and North Mill have agreed to amend the Credit Agreement to extend its maturity until February 27, 2023, at which time all amounts outstanding will be due and payable. In addition, North Mill has agreed to increase total availability under the Credit Agreement to $4,000,000.00, of which $1,000,000 may be based on inventory, which represents a doubling of the maximum inventory advance, although the advance rate based on inventory has been reduced by 50%. These increases in borrowing capacity will allow the Company to increase its borrowing under the Credit Agreement to meet its working capital needs.
The minimum monthly payment will remain .25% (25 basis points) on the maximum availability ($10,000 per month). In the event the Company prepays or terminates the Credit Facility prior to February 27, 2022, the Company will be obligated to pay an amount equal to the minimum monthly payment multiplied by the number of months remaining between February 27, 2022 and the date of such prepayment or termination.
The foregoing summary of the Credit Agreement is qualified in its entirety by reference to the Third Amendment to Loan and Security Agreement, a copy of which is filed herewith as Exhibit 99.1, and incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information related to the Credit Agreement discussed under Item 1.01 set forth above is hereby incorporated by reference under this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
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 thereunto duly authorized.
| | ALLIED HEALTHCARE PRODUCTS, INC. |
| | |
| | By: |
| | |
| Date: December 22, 2020 | | /s/ Daniel C. Dunn |
| | | Daniel C. Dunn |
| | | Chief Financial Officer |
