Current Report Filing (8-k)
September 13 2021 - 5:26PM
Edgar (US Regulatory)
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 and Exchange Act of 1934
Date
of Report (Date of earliest event reported): September 8, 2021
UNIQUE
LOGISTICS INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
Nevada
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000-50612
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01-0721929
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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154-09
146th Ave., Jamaica, NY11434
(Address
of principal executive offices, including zip code)
(718)
978-2000
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any
of the following provisions:
☐
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Written
communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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N/A
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N/A
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N/A
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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. ☐
Item
1.01 Entry into a Material Definitive Agreement.
Purchase
Money Financing Agreement
On
September 8, 2021 (the “Effective Date”), Unique Logistics International, Inc. (the “Company”) entered into a
Purchase Money Financing Agreement (the “Financing Agreement”) with Corefund Capital, LLC (“Corefund”). in order
to enable the Company to finance additional cargo charter flights for the peak shipping season. All capitalized terms not defined herein
are defined in the Financing Agreement.
Pursuant
to the Financing Agreement, the Company may, from time to time, request financing from Corefund to enable the Company to engage
Supplier to provide chartered cargo flights for the Company’s clients. The Company may also request that Corefund tender
payments directly to Supplier. Corefund requires payments from Buyer to be made to a Deposit Account Control Agreement account at an
agreed upon bank where Corefund is sole director and accessor to the account for the term of the relationship.
As
collateral securing the Obligations, the Company granted Corefund a continuing security interest in the Collateral subject to the security
interest granted pursuant to that certain Revolving Purchase, Loan and Security Agreement, dated as of June 2, 2021. Immediately upon
an Event of Default, all outstanding Obligations shall accrue interest at the rate of 0.1% (one-tenth of one percent) per day. If the
Company substantially ceases operating as a going concern, and the proceeds of Collateral created after the occurrence of an Event of
Default (the “Default”) are in excess of the Obligations at the time of Default, the Company shall pay to Corefund a liquidation
success premium of 10 percent of the amount of such excess.
The
Financing Agreement contains ordinary and customary provisions for agreements and documents of this nature, such as representations,
warranties, covenants, and indemnification obligations, as applicable. The foregoing is only a summary description of the terms of the
Financing Agreement and does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement
filed as Exhibit 10.1 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
information set forth in Item 1.01 of this Current Report on Form 8-K, to the extent required by this Item 2.03, is incorporated herein
by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
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 hereunto duly authorized.
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UNIQUE
LOGISTICS INTERNATIONAL, INC.
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Dated:
September 13, 2021
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By:
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/s/
Sunandan Ray
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Sunandan
Ray
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Chief
Executive Officer
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