Amended Current Report Filing (8-k/a)
March 08 2019 - 8:14AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
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 20, 2018
CPI
AEROSTRUCTURES, INC.
|
(Exact
Name of Registrant as Specified in Charter)
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New
York
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001-11398
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11-2520310
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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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91
Heartland Boulevard, Edgewood, New York
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11717
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(631) 586-5200
N/A
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(Former
Name or Former Address, if Changed Since Last Report)
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Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of Holdco under any
of the following provisions (see General Instruction A.2. below):
☐
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Written
communications 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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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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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
Explanatory
Note
On
December 27, 2018, CPI Aerostructures, Inc. (the “
Company
”) filed with the Securities and Exchange Commission
a Current Report on Form 8-K (the “Initial 8-K”) to disclose that it had completed the acquisition contemplated by
that certain Stock Purchase Agreement, dated as of March 21, 2018 (the “
Agreement
”) between the Company and
Air Industries Group (“
Seller
”), as amended. The Agreement provided, among other things, for the purchase by
the Company from Seller all of the shares (the “
Shares
”) of Welding Metallurgy, Inc. (“
WMI
”),
a wholly owned subsidiary of Seller (the “
Acquisition
”). This Form 8-K/A amends the Initial 8-K to include
the historical financial statements and the pro forma financial information required by Items 9.01(a) and 9.01(b) of Form 8-K
that were previously omitted from the Initial 8-K as permitted by Item 9.01(a)(4) of Form 8-K. This Form 8-K/A makes no other
amendments to the Initial 8-K, and should be read in conjunction with the Initial 8-K.
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Item
9.01
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Financial
Statements and Exhibits.
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(a) Financial
statements of business acquired.
The
audited consolidated balance sheet of Welding Metallurgy, Inc. and Subsidiary as of December 31, 2017 and the related consolidated
statements of operations and accumulated deficit, and cash flows for the year ended December 31, 2017 and the related notes to
the consolidated financial statements, is filed as Exhibit 99.1 to this Current Report on Form 8-K/A and incorporated herein by
reference.
The
unaudited condensed consolidated balance sheet of Welding Metallurgy, Inc. and Subsidiary as of September 30, 2018 and the
related unaudited condensed consolidated statements of operations and accumulated deficit, and cash flows for the nine months
ended September 30, 2018 and the related notes to the unaudited condensed consolidated financial statements, is filed as
Exhibit 99.2 to this Current Report on Form 8-K/A and incorporated herein by reference.
(b) Pro
forma financial information
The
unaudited pro forma condensed combined financial statements of the Company as of and for the nine months ended September 30, 2018
and for the year ended December 31, 2017 is filed as Exhibit 99.3 to this Current Report on Form 8-K/A and incorporated herein
by reference.
(c)
Exhibits:
SIGNATURE
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.
Dated:
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March 8, 2019
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CPI AEROSTRUCTURES, INC.
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By:
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/s/ Vincent
Palazzolo
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Vincent Palazzolo
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Chief Financial Officer
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