UNITED STATES
SECURITIES AND EXCHANGE  COMMISSION
WASHINGTON, DC 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)      December 31, 2014                                                  

                                                 HICKOK INCORPORATED                                                        
(Exact name of registrant as specified in its charter)

                 Ohio              
(State or other jurisdiction
of incorporation)
                 0-147                
(Commission
File Number)
         34-0288470      
(IRS Employer
Identification No.)

    10514 Dupont Avenue      Cleveland, Ohio                                                                                44108
    (Address of principal executive offices)                                                                             (Zip Code)


Registrant's telephone number, including area code         (216) 541-8060                                              


                                                      Not applicable                                                                                   

(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:

[  ] 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))

Item 1.01    Entry into a Material Definitive Agreement.

Amendment No. 3 to Convertible Loan Agreement. On December 31, 2014, Hickok Incorporated (the "Company") and Roundball LLC, an Ohio limited liability company ("Roundball"), entered into Amendment No. 3 ("Amendment No. 3") which modifies that certain Convertible Loan Agreement (the "Convertible Loan Agreement"), dated December 30, 2011, between the Company, Roundball, and the Aplin Family, and solely with respect to Section 3 thereof, Robert L. Bauman.

Under the terms of the original Convertible Loan Agreement, Roundball was provided with the right, exercisable at its option, to cause the Company to borrow up to $466,879.88 from Roundball (the "Roundball Option"). Amendment No. 1 to the Convertible Loan Agreement provided the Company with the right to cause Roundball to lend up to $250,000 to it, less any amounts outstanding under the Roundball Option (the "Borrower Option") under a convertible note to Roundball (the "Borrower Option Note") on the terms and conditions applicable to any borrowings that may be made under the terms of the Convertible Loan Agreement pursuant to the exercise of the Roundball Option. Both the Roundball Option and the Borrower Option were set to expire on December 30, 2014 pursuant to Amendment No. 2 to the Convertible Loan Agreement.

The description of the Convertible Loan Agreement, including Amendment No. 1 and Amendment No. 2 thereto, set forth in the Company's Reports on Form 8-K dated December 30, 2011, December 30, 2012, and December 30, 2013, respectively, are incorporated herein by reference.

Amendment No. 3 amends the existing Convertible Loan Agreement to, among other things, (i) extend the Roundball Option to December 30, 2015, (ii) extend the Borrower Option to December 30, 2015 and (iii) specify that amounts outstanding under loans made pursuant to the Roundball Option and the Borrower Option shall bear interest at a rate of 0.34% per annum. Additionally, Amendment No. 3 provides that all amounts outstanding under the Convertible Loan Agreement may be converted into shares of the Company's Class B Common Stock, no par value, subject to shareholder approval (the "Class B Conversion Shares").  Previously, the Convertible Loan Agreement indicated that any such conversion thereunder would be settled in shares of the Company's Class A Common Stock. The Company has agreed to use its best efforts to include a proposal authorizing the issuance of such Class B Conversion Shares in its proxy materials for its 2015 Annual Meeting of Shareholders.

Roundball is an affiliate of Steven Rosen and Matthew Crawford, Directors of the Company. The foregoing description of Amendment No. 3 is qualified in its entirety by reference to the copy thereof which is attached hereto as Exhibits 10.1 and incorporated by reference in this Item 1.01.

Amendment No. 1 to Registration Rights Agreement. On December 31, 2014, the Company and Roundball entered into Amendment No. 1, which modifies that certain Registration Rights Agreement (the "Registration Rights Agreement"), dated December 30, 2011, between the Company, Roundball and certain investors thereto.  Amendment No. 1 to the Registration Rights Agreement provides Roundball with certain demand and piggyback registration rights with respect to the Class B Conversion Shares, if any, which may be held by Roundball.

The description of the Registration Rights Agreement, set forth in the Company's Report on Form 8-K dated December 30, 2011, is incorporated herein by reference. The foregoing description of Amendment No. 1 to the Registration Rights Agreement is qualified in its entirety by reference to the copy thereof which is attached hereto as Exhibit 10.2 and incorporated by reference in this Item 1.01.

Item 2.03    Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 is incorporated by reference in this Item 2.03.

Item 3.02    Unregistered Sales of Equity Securities.

As described in Item 1.01, the Company extended the maturity dates of the Roundball Option and Borrower Option to December 30, 2015. If both options are exercised by Roundball and the Company in their full amounts, respectively, than a maximum of 252,367 conversion shares may be issued in exchange for $466,879.88 of indebtedness under such convertible notes (collectively, the "Offering").

The securities issued by the Company under the Offering are exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). This exemption was relied upon due to the fact that the transaction does not involve a public offering. Roundball's conversion rights with respect to the Amendment No. 3 are set forth in Item 1.01, which description is hereby incorporated by reference in this Item 3.02.

Item 9.01    Financial Statements and Exhibits.
     

(d) Exhibits.

Exhibit Number	Description of Exhibit
10.1	Amendment No. 3 to Convertible Loan Agreement, dated December 31, 2014, among the Company and Roundball.
10.2	Amendment No. 1 to Registration  Rights Agreement, dated December 31, 2014, among the Company and roundball.

         

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.

HICKOK INCORPORATED                    

By:  /s/ Robert L. Bauman                        
Robert L. Bauman                            
   President and CEO                          

Date:    January 6, 2015

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
10.1	Amendment No. 3 to Convertible Loan Agreement, dated December 31, 2014, among the Company and Roundball.
10.2	Amendment No. 1 to Registration  Rights Agreement, dated December 31, 2014, among the Company and roundball.