SEC Info - Sypris Solutions Inc. - ‘8-K’ for 11/10/23

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Sypris Solutions Inc. – ‘8-K’ for 11/10/23

On: Tuesday, 11/14/23, at 8:50am ET · For: 11/10/23 · Accession #: 1437749-23-31775 · File #: 0-24020

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/14/23  Sypris Solutions Inc.             8-K:1,2,9  11/10/23   12:297K                                   RDG Filings/FA

Current Report — Form 8-K

Filing Table of Contents

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 2: EX-10.1     Material Contract                                   HTML    119K 
 7: R1          Document And Entity Information                     HTML     46K 
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 9: EXCEL       IDEA Workbook of Financial Report Info              XLSX      8K 
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 5: EX-101.LAB  XBRL Labels -- sypr-20231110_lab                     XML     48K 
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12: ZIP         XBRL Zipped Folder -- 0001437749-23-031775-xbrl      Zip     32K

‘8-K’ — Current Report

This is an HTML Document rendered as filed. [ Alternative Formats ]

iX: C:

i false i 0000864240 0000864240 2023-11-10 2023-11-10

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM i 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): i November 10, 2023

i Sypris Solutions, Inc.

(Exact name of registrant as specified in its charter)

i Delaware	i 0-24020	i 61-1321992

(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

i 101 Bullitt Lane, Suite 450

i Louisville, i Kentucky		i 40222

(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: ( i 502) i 329-2000

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:

i ☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

i ☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

i ☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

i ☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
i Common Stock, $0.01 par value	i SYPR	i NASDAQ Global Select Market

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

i ☐

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 Agreement.

Amendment to Amended and Restated Promissory Note

On November 10, 2023, Sypris Solutions, Inc. (the “Company”) and certain of its subsidiaries amended and restated its Amended and Restated Promissory Note dated December 29, 2021 (the “2021 Promissory Note”) in favor of Gill Family Capital Management, Inc. (“GFCM”), an entity controlled by the Company’s president and chief executive officer, Jeffrey T. Gill and one of its directors, R. Scott Gill (the “2023 Promissory Note”). Pursuant to the 2023 Promissory Note, GFCM made a $2,500,000 loan (the “Additional Loan”) to the Company to bring the total amount of the principal up to $6,500,000.00 on or prior to December 1, 2023, with $2,000,000 being loaned on or before November 14, 2023 and the remaining $500,000 being loaned on or before December 1, 2023.

In connection with the Additional Loan, certain other provisions of the 2021 Promissory Note were modified to (i) extend the maturity dates for $2,000,000 of the obligation to April 1, 2025, $2,000,000 to April 1, 2026 and the balance to April 1, 2027, (ii) adjust the interest rate beginning on November 10, 2023 and on each April 1 thereafter, to reflect the greater of 8% or 500 basis points above the five-year Treasury note average during the previous 90-day period, and (iii) allow for the deferral of payment for up to 60% of the quarterly interest due on the 2023 Promissory Note to April 1, 2025.

All other terms of the 2021 Promissory Note remain in place.

The foregoing does not purport to be a complete description of the terms of the 2023 Promissory Note and such description is qualified in its entirety by reference to the 2023 Promissory Note, which is filed as an exhibit 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 disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01

Financial Statements & Exhibits

(d)

Exhibits

10.1 Amended and Restated Promissory Note between Sypris Solutions, Inc., Sypris Technologies, Inc., Sypris Electronics, LLC, Sypris Technologies Marion, LLC, Sypris Technologies Mexican Holdings, LLC, Sypris Technologies Northern, Inc., Sypris Technologies Southern, Inc. and Sypris Technologies International, Inc. dated as of November 10, 2023.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

Dated: November 14, 2023	Sypris Solutions, Inc.



	By:	/s/ *Richard L. Davis*
		Richard L. Davis
		Vice President, Chief Financial Officer and Assistant Secretary

Dates Referenced Herein and Documents Incorporated by Reference

This ‘8-K’ Filing	Date	Other Filings

	4/1/27
	4/1/26
	4/1/25
	12/1/23
Filed on:	11/14/23
For Period end:	11/10/23
	12/29/21	8-K
		List all Filings

2 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/01/24  Sypris Solutions Inc.             10-K       12/31/23  110:10M                                    RDG Filings/FA
11/15/23  Sypris Solutions Inc.             10-Q       10/01/23   73:5.6M                                   RDG Filings/FA

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Filing Submission 0001437749-23-031775 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)