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 15, 2018

 

CPI AEROSTRUCTURES, INC.
(Exact Name of Registrant as Specified in Charter)

 

New York   001-11398   11-2520310

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

91 Heartland Boulevard, Edgewood, New York   11717
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (631) 586-5200

 

N/A
(Former Name or Former Address, if Changed Since Last Report)

 

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 (see General Instruction A.2. below):

 

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

 

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

 

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

 

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

 

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.  ☐

 

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Item 8.01.Other Events.

On October 15, 2018, CPI Aerostructures, Inc. (the “Company”) issued a press release announcing that the Company intends to offer for sale in a firm commitment underwritten public offering (the “Proposed Offering”) $12,000,000 of shares of the Company’s common stock, $0.001 par value per share. The Company also announced that it expects to grant to the underwriters a 30-day option to purchase an additional $1,800,000 of shares of common stock to cover overallotments, if any.

 

Canaccord Genuity LLC is acting as the sole bookrunning manager of the offering. B. Riley FBR, Inc. is acting as the co-manager of the Proposed Offering.

 

The Proposed Offering will be made pursuant to a shelf registration statement (File No. 333-220090) declared effective by the Securities and Exchange Commission on October 2, 2017. A prospectus supplement relating to the Proposed Offering will be filed with the Securities and Exchange Commission.

 

The press release announcing the Proposed Offering is attached hereto as Exhibit 99.1.

 

Cautionary Information Regarding Forward-Looking Statements

 

This Current Report on Form 8-K contains forward-looking statements, including, but not limited to statements labeled with the terms “intends,” “anticipates,” and “will,” which are included in accordance with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These statements involve known and unknown risks, uncertainties, and other factors which may cause actual results to differ from those expressed herein. Readers are cautioned not to place undue reliance on any such forward-looking statements, each of which speaks only as of the date made. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto, or any change in events, conditions, or circumstances on which any such statement is based.

 

 

Item 9.01.Financial Statement and Exhibits.

(d)       Exhibits:

ExhibitDescription
  
99.1Press release dated October 15, 2018.

 

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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: October 15, 2018 CPI AEROSTRUCTURES, INC.
   
   
  By: /s/ Vincent Palazzolo
    Vincent Palazzolo
    Chief Financial Officer