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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): November 27, 2023
 
CRAWFORD UNITED CORPORATION
(Exact name of registrant as specified in its charter)
 
Ohio
000-000147
34-0288470
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)
 
10514 Dupont Avenue, Suite 200, Cleveland, Ohio
 
44108
 
 
 
(Address of principal executive offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code: (216) 243-2614
 
(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))
 
Securities registered pursuant to Section 12(b) of the Exchange Act: None.
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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. ☐
 
 

 
 
Item 1.01.
Entry Into Material Definitive Agreement.
 
On November 27, 2023, Crawford United Corporation, an Ohio corporation (the “Company”), entered into a Seventh Amendment Agreement (the “Seventh Amendment”), which amends the Credit Agreement dated as of June 1, 2017, as previously modified and amended, by and among the Company, certain of the Company’s subsidiaries, and JPMorgan Chase Bank, N.A. (as modified and amended, the “Credit Agreement”).
 
The Seventh Amendment to the Credit Agreement, among other things, (a) extends the maturity date of the underlying credit facility to June 1, 2027, (b) increases the maximum annual amount that the Company and its subsidiaries may pay in dividends or other restricted payments to $2,000,000 from $1,250,000, and (c) permits the repurchase by the Company and its subsidiaries of up to $7,000,000 of Company equity prior to June 30, 2024, subject to compliance with certain financial covenants under the Credit Agreement.
 
The foregoing description of the Seventh Amendment to the Credit Agreement is a summary and is qualified in its entirety by reference to the full text of the Seventh Amendment which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.
 
Item 2.03.
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
 
The disclosure under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
 
Item 9.01.
Financial Statements and Exhibits.
 
(d)          Exhibits.
 
Exhibit Number
Description
   
10.1
Seventh Amendment to Credit Agreement, dated November 27, 2023.
   
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
 
 

 
 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
Crawford United Corporation
(Registrant)
 
       
Date: December 1, 2023      
  By: /s/ Jeffrey J. Salay  
  Name:   Jeffrey J. Salay  
  Title:   Vice President and  
     Chief Financial Officer  
 
 

 
Exhibit Index
 
Exhibit Number
Description
   
10.1
Seventh Amendment to Credit Agreement, dated November 27, 2023.
   
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).