Unique Fabricating Inc. filed SEC Form 8-K: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits
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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): October 3, 2023
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Item 3.01 - Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
The NYSE Regulation Department of NYSE American LLC (the “NYSE American”) has reviewed the extension request by Unique Fabricating, Inc. (“Unique Fabricating” or the “Company”) and granted an extension in accordance with continued listing standards set forth in Sections 134 and 1101 of the NYSE’s Listed Company Manual of Unique Fabricating’s failure to file its Form 10-K for the fiscal year ended December 31, 2022 and Form 10-Qs for the periods ended March 31, 2023 and June 30, 2023 (the “Delayed Filings”) with the Securities and Exchange Commission (“SEC”) in a timely manner.
As previously disclosed, Unique Fabricating fell out of compliance with continued listing standards as a result of these Delayed Filings. The NYSE American originally had granted the Company an extension, through September 30, 2023, to remedy the issue. On September 19, 2023, Unique Fabricating submitted a plan for continued listing, and, on October 3, 2023, the NYSE American granted an extension through March 31, 2024 for the Company to cure its filing deficiency.
Pursuant to Section 1007 of the Company Guide, an issuer is required to submit an extension request when it is unable to cure the filing deficiency within the initial six-month period of the maximum 12-month cure period from when it became delinquent. A company’s common stock will continue to be listed and traded on the NYSE during the cure periods, subject to a company’s compliance with other continued listing requirements. The current noncompliance with the NYSE listing standards does not affect the Company’s ongoing business operations or its SEC reporting requirements, nor does it trigger any violation of its material debt or other obligations.
Unique Fabricating has been engaged in reviewing and continues to review strategic alternatives, including a process for the sale of its business to a qualified buyer, in accordance with fixed milestones in agreements with its bank lenders and certain key customers which contemplate completion of the sale process by no later than October 31, 2023.
The Company can provide no assurances that it will be able to regain compliance with the NYSE’s continued listing standards or otherwise maintain the listing of its shares on the NYSE or that it will comply with the milestones for the sale of its business in the agreements with its bank lenders and key customers.
Item 9.01. Exhibits.
(d) Exhibits. The following exhibits are filed herewith:
EXHIBIT INDEX
| Exhibit No. | Description | |||||||
| 104 | Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded with the Inline XBRL document). | |||||||
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.
| UNIQUE FABRICATING, INC. | ||||||||
Date: October 10, 2023 | By: | /s/ Brian P. Loftus | ||||||
| Brian P. Loftus | ||||||||
| Chief Financial Officer | ||||||||