Current Report Filing (8-k)
September 22 2021 - 5:17PM
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 17, 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.
As
previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) by Unique
Logistics International, Inc. (the “Company”) on June 23, 2021, the Company, Unique Logistics Holdings, Inc., a Delaware
corporation (“Holdings”), Unique Logistics International (NYC), LLC, a Delaware limited liability company (“New York”),
Unique Logistics International (BOS), Inc., a Massachusetts corporation (“Boston” and, together with the Company, Holdings
and New York, collectively, “Seller”), entered into a Revolving Purchase, Loan and Security Agreement (the “TBK Agreement”)
dated as of June 1, 2021, with TBK BANK, SSB, a Texas State Savings Bank (“Purchaser”), for a facility under which Purchaser
will, from time to time, buy approved receivables from the Seller. The TBK Agreement provides for Seller to have access to the lesser
of (i) $30 million (“Maximum Facility”) and (ii) the Formula Amount (as defined in the TBK Agreement) at an interest rate
of the highest prime rate (but in no event less than 3.25%) plus 3%.
On
September 17, 2021, the parties to the TBK Agreement entered into a Second Amendment to the TBK Agreement (the “Second Amendment”)
primarily to increase the credit facility from Forty Million Dollars ($40,000,000) to Forty Seven Million Five Hundred Thousand Dollars
($47,500,000) for the period commencing on August 4, 2021 through and including January 31, 2022.
As
previously disclosed in the Current Report on Form 8-K filed with the SEC by the Company on August 9, 2021, the parties to the TBK Agreement
entered into a First Amendment to the TBK Agreement (the “First Amendment”) to increase the credit facility from Thirty Million
Dollars ($30,000,000) to Forty Million Dollars ($40,000,000) during the Temporary Increase Period (as defined in the First Amendment),
among other things.
The
Second Amendment also provides for a non-refundable amendment closing fee equal to Thirty Seven Thousand Five Hundred Dollars ($37,500),
which was fully earned, due and payable as of September 17, 2021.
A
copy of the Second Amendment is included as Exhibit 10.1 to this Current Report and is hereby incorporated by reference. All references
to the Second Amendment are qualified, in their entirety, by the text of such exhibit.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
To
the extent required by Item 2.03 of Form 8-K, the information contained in (or incorporated by reference into) Item 1.01 of this Current
Report is hereby, incorporated by reference into this Item 2.03.
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 22, 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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