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, 2020
| 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. ☐
Securities
registered pursuant to Section 12(b) of the Act:
|
| Title
of each class |
Trading
symbol(s) |
Name
of each exchange on which registered |
| Common
stock, $0.001 par value per share |
CVU |
NYSE
American |
As
previously reported, on April 17, 2020, CPI Aerostructures, Inc. (the “Company”) received a notice from NYSE Regulation,
Inc. stating that the Company was not in compliance with the NYSE American exchange’s (“Exchange”) continued
listing standards under the timely filing criteria included in Section 1007 of the NYSE American Company Guide (the “Company
Guide”) because the Company failed to file restated financial statements with respect to its Annual Report on Form 10-K
for the year ended December 31, 2018, and quarterly reports on Form 10-Q for the quarters ended March 31, 2018, June 30, 2018,
September 30, 2018, March 31, 2019, June 30, 2019, and September 30, 2019 (“Non-Reliance Periods”) on or before April
14, 2020, which was sixty days after the Company filed its Current Report on Form 8-K, dated February 14, 2020, disclosing management’s
conclusion that the financial statements for the Non-Reliance Periods should not be relied upon. In accordance with Section 1007
of the Company Guide, the Company was provided a six-month initial period (“Initial Cure Period”) to file restated
financial statements for the Non-Reliance Periods and regain compliance with the timely filing criteria included in Section 1007
of the Company Guide.
The
Company filed restated financial statements for the Non-Reliance Periods on August 25, 2020 and filed its quarterly report on
Form 10-Q for the quarter ended March 31, 2020 on September 30, 2020. The Company has not yet filed its quarterly reports on Form
10-Q for the quarters ended June 30, 2020 and September 30, 2020 (“Delayed 10-Qs”). On October 7, 2020, the Company
submitted a request for additional time in which to file the Delayed 10-Qs, which included a plan to regain compliance with Section
1007 of the Company Guide.
On
October 15, 2020, the Company was notified that the Exchange had accepted the Company’s plan to regain compliance with the
continued listing standards and granted an additional three-month period (“Additional Cure Period”) in which to file
the Delayed 10-Qs. Accordingly, the Company will have until January 15, 2021 to regain compliance with the timely filing criteria
included in Section 1007 of the Company Guide. The Company intends to file the Delayed 10-Qs as soon as practicable. The Exchange’s
notification has no impact on the Company’s business operations. During the Additional Cure Period, the Company’s
securities will continue to trade on the Exchange.
On
October 16, 2020, the Company issued a press release announcing the foregoing. The press release is attached hereto as Exhibit
99.1.
Cautionary
Note Regarding Forward Looking Statements
Statements
contained in this Current Report on Form 8-K that are not historical facts may be forward looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements
may relate to, among other things, the Company's continued efforts and ability to regain and maintain compliance with the Company
Guide and the timing of the Company’s filing of the Delayed 10-Qs. Such forward-looking statements do not constitute guarantees
of future performance and are subject to a variety of risks and uncertainties. The Company does not undertake any obligation to
update forward-looking statements as a result of new information, future events or developments or otherwise.
| Item 9.01. |
Financial Statement and
Exhibits. |
| |
|
| Exhibit |
Description |
| |
|
| 99.1 |
Press release dated October 16, 2020. |
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 16, 2020 |
CPI AEROSTRUCTURES, INC. |
| |
|
| |
|
| |
By: |
/s/ Douglas McCrosson |
| |
|
Douglas McCrosson |
| |
|
Chief Executive Officer |
