Sypris Solutions Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
$SYPR
Industrial Machinery/Components
Industrials
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): March 21, 2025
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Registrant’s telephone number, including area code: (502 ) 329-2000
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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).
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Emerging growth company
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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.
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Item 1.01. Entry Into a Material Agreement.
Amended and Restated Promissory Note
On March 21, 2025, Sypris Solutions, Inc. (the “Company”) and certain of its subsidiaries amended and restated its Amended and Restated Promissory Note dated January 20, 2025 (the “January 2025 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 “March 2025 Promissory Note”). Pursuant to the March 2025 Promissory Note, GFCM will make a $3,000,000 loan to the Company to bring the total amount of the principal up to $12,000,000. Under the March 2025 Promissory Note, $2,000,000 of the Company’s principal commitment is due on April 1, 2026, $2,000,000 is due on April 1, 2027, $5,000,000 is due on April 1, 2028, and the balance of $3,000,000 is due on April 1, 2029. In addition, the March 2025 Promissory Note allows for the deferral of payment for up to 100% of the interest due on the March 2025 Promissory Note to April 1, 2026.
Except as described above, all other terms of the January 2025 Promissory Note remain in place.
The foregoing does not purport to be a complete description of the terms of the March 2025 Promissory Note and such description is qualified in its entirety by reference to the March 2025 Promissory Note, which is 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 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
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: March 24, 2025 | Sypris Solutions, Inc. | ||
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By:
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/s/ Rebecca R. Eckert | ||
| Rebecca R. Eckert | |||
| Vice President, Chief Accounting Officer & Controller | |||