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)
June 14, 2022
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, April 24, 2019, December 18, 2020 and October 7, 2021 (as amended, the “Credit Agreement”). The Company’s obligations under the Credit Facility 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.
Effective June 13, 2022, the Company and North Mill amended the Credit Agreement to extend the maturity date to September 30, 2024. Additionally, the following terms of the Credit Agreement have been amended:
| - | The prepayment penalty, which was previously (i) the minimum monthly payment multiplied by (ii) the number of months remaining between February 27, 2022 and the date of such prepayment or termination, has been amended to (i) the minimum monthly payment multiplied by (ii) the number of months remaining between September 30, 2024 and the date of such prepayment or termination. |
The Company paid a modification few of $5,000.
The foregoing summary of the Credit Agreement is qualified in its entirety by reference to the Fifth 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: June 14, 2022 | | /s/ Daniel C. Dunn | |
| | | Daniel C. Dunn | |
| | | Chief Financial Officer | |
