UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 8.01. Other Events.
On June 20, 2024, CPI Aerostructures, Inc. (the “Company”), issued a press release announcing that it had reached a settlement with the Securities and Exchange Commission (the “SEC”) related to the Company’s previously announced restatements of certain of its financial statements for fiscal periods between January 1, 2018 and December 31, 2022.
The Company, without admitting or denying the findings, agreed to a cease-and-desist order regarding Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B) of the Securities Exchange Act of 1934, as amended, and Rules 12b-20, 13a-1, 13a-11, 13a-13, and 13a-15(a) thereunder. The Company has undertaken to (i) fully remediate its material weakness in internal control over financial reporting (“ICFR”) and have effective ICFR and disclosure controls and procedures (“DCP”) by December 31, 2024, (ii) publicly disclose, concurrent with the filing of the Company’s 2024 Annual report on Form 10-K, whether in management’s opinion, the Company has fully remediated its material weaknesses in ICFR and has effective ICFR and DCP, and (iii) certify, in writing, compliance with the above undertakings. If the Company fails to comply with these undertakings, a civil monetary penalty in the amount of $400,000 will be due to the SEC by June 30, 2025.
In determining to accept the Company’s offer of settlement, the SEC considered remedial acts promptly undertaken by the Company and cooperation afforded the SEC staff.
A copy of the press release announcing the settlement is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description |
| 99.1 | Press Release of CPI Aerostructures, Inc., dated June 20, 2024. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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: June 21, 2024 | CPI AEROSTRUCTURES, INC. |
| By: | /s/ Andrew Davis | ||
| Andrew Davis | |||
| Chief Financial Officer | |||
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