8-K

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) – February 6, 2023

SIFCO Industries, Inc.

(Exact name of registrant as specified in its charter)

Ohio	1-5978	34-0553950
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
970 East 64th Street, Cleveland Ohio		44103
(Address of principal executive offices)		(ZIP Code)

Registrant’s telephone number, including area code: (216) 881-8600

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 Shares	SIF	NYSE American

Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement.

On February 6, 2023, SIFCO Industries, Inc. (the “Company”) received a Notice of Event of Default and Reservation of Rights (the “Notice”) from J.P. Morgan Chase Bank, N.A., as Lender, with respect to (i) that certain Credit Agreement dated as of August 8, 2018 (as it may be amended or modified from time to time, together with all Exhibits, Schedules and Riders annexed hereto from time to time, the “Credit Agreement”), by and among the Company, T & W Forge, LLC, an Ohio limited liability company (“T & W”), and Quality Aluminum Forge, LLC, an Ohio limited liability company (“Quality Forge”), the Loan Parties party thereto, and JPMorgan Chase Bank, N.A., a national banking association (the “Lender”); and (ii) that certain Export Credit Agreement dated as of December 17, 2018 (as it may be amended or modified from time to time, together with all Exhibits, Schedules and Riders annexed hereto from time to time, the “Export Credit Agreement”, and collectively with the Credit Agreement, the “Credit Agreements”), by and among the Company, T&W, Quality Forge, the Loan Parties party thereto, and Lender. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreements.

The Notice indicated that the Loan Parties to the Credit Agreements have informed Lender of the occurrence of Events of Defaults under the Credit Agreements as a result of the failure to deliver the required Borrowing Base Certificates thereunder and other potential Events of Default (the “Existing Defaults”). The Notice indicated further that Lender is in the process of evaluating the Existing Defaults and reserves all of its rights and remedies under the Credit Agreements and any other Loan Documents with respect thereto. The failure by the Company to deliver the Borrowing Base Certificates in accordance with the terms of the Credit Agreements is attributable primarily to information access limitations experienced due to the cyber incident that occurred on December 30, 2022 (the “Cyber Incident”) and was reported by the Company on Form 8-K filed with the Securities and Exchange Commission on January 6, 2023.

The Company is currently engaged in good faith discussions with Lender to address and to seek to resolve the Existing Defaults, and is continuing to investigate and assess the Cyber Incident and implement remedial cyber security measures in response thereto.

The Notice is attached hereto.

Item 8.01 Other Events.

After suffering the Cyber Incident communicated on January 6, 2023, the Company determined that certain of its financial reporting systems were impacted to varying degrees as a result of this event. The Company continues to investigate and evaluate the extent of the Cyber Incident, while working diligently to mitigate and remediate those systems that have been impacted. The Company is not in a position at this point to conclude whether its operations, controls or financial results have been materially impacted by the Cyber Incident.

This Current Report on Form 8-K includes forward-looking statements. All statements other than statements of historical fact are forward-looking statements. These forward-looking statements are generally identified by the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “could” or similar expressions. Forward-looking statements are based on current expectations and assumptions, which are subject to risks and uncertainties and may cause actual results to differ materially from the forward-looking statements. In particular, the preliminary nature of our investigation into the Cyber Incident , which is still ongoing, may uncover additional facts presently not known to us, which may cause us to reassess the impacts and scope of the Cyber Incident on the Company’s business and operations. Further, our ability to fully assess and remedy the Cyber Incident, and the legal, reputational and financial risks resulting from this or other cyber incidents, could also cause our results to differ materially from any forward-looking statements made above.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1 Notice of Event of Default and Reservation of Rights Letter received by the Company from JP Morgan Chase Bank, N.A. on February 6, 2023.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

	SIFCO Industries, Inc.
	(Registrant)
Date: February 10, 2023
	/s/ Thomas R. Kubera
	Thomas R. Kubera
	Chief Financial Officer
	(Principal Financial Officer)

EX-10.1

J.P.Morgan

January 30, 2023

To:    The Borrowers and any other Loan Parties under the Credit Agreements referenced below

970 East 64th Street

Cleveland, Ohio 44103

Attention: Peter Knapper, President and Chief Executive Officer

Facsimile No: 216.432.6281

Re:    CREDIT AGREEMENT dated as of August 8, 20 1 8 (as it may be amended or modified from time to time, together with all Exhibits, Schedules and Riders annexed hereto from time to time, each of which is hereby incorporated herein and made a part hereof, the “Credit Agreement”), by and among SIFCO

Industries, Inc., an Ohio corporation (“SIFCO”), T & W Forge, LLC, an Ohio limited liability

company (“T & W”), and Quality Aluminum Forge, LLC, an Ohio limited liability company (“Quality Forge” and, together with SIFCO and T & W, collectively, the “Borrowers” and each, individually, a

“Borrower”), the Loan Parties party hereto, and JPMorgan Chase Bank, N.A., a national banking association (the “Lender”).

EXPORT CREDIT AGREEMENT dated as of December 17, 2018 (as it may be amended or

modified from time to time, together with all Exhibits, Schedules and Riders annexed hereto from time to time, each of which is hereby incorporated herein and made a part hereof, the

Export Credit Agreement”, and collectively with the Credit Agreement, the “Credit Agreements”), by and among SIFCO Industries, Inc., an Ohio corporation (“SIFCO”), T & W Forge, LLC, an Ohio

limited liability company (“T & W”), and Quality Aluminum Forge, LLC, an Ohio limited liability company (“Quality Forge” and, together with SIFCO and T & W, collectively , the “Borrowers” and each, individually, a “Borrower”), the Loan Parties party hereto, and JPMorgan Chase Bank , N.A., a national banking association (the “Lender”).

Ladies/Gentlemen:

The Loan Parties have informed the Lender that Events of Default under the Cred it Agreements have occurred under the Credit Agreements due to the failure to deliver the required Borrowing Base Certificates thereunder and other potential Events of Default (the “Existing Defaults”).

The Lender is in the process of evaluating the Existing Defaults, but please be advised that the Lender (a) has not waived the Existing Defaults or any other Event of Default or Default under the Credit

Agreements or any other Loan Documents or any of its rights or remedies (and the Lender reserves all of its rights and remedies, each of which shall remain in full force and effect), and neither the making of any Loan or issuance of any Letter of Credit under the Credit Agreements nor any other present or future action or inaction by the Lender (other than a written waiver agreement signed by all required parties)

shall be deemed a waiver of the Existing Defaults or any other Event of Default or Default or any of the Lender's rights or remedies, (b) has no obligation to make any Loan or issue any Letter of Credit under either of the Credit Agreements or otherwise, and may discontinue making Loans and issuing Letters of Credit under the Credit Agreements at any time, (e) does not have any obligation to modify or amend the Credit Agreements or any other Loan Document or waive the Existing Defaults, and (d) may terminate

the discussions at any time in its sole discretion, and may determine that it is in its best interest to exercise its rights and remedies during the pendency of negotiations contemplated herein without notice, and

nothing herein shall operate to restrict, stay or inhibit or prohibit the Lender from exercising any such

rights or remedies.

Very truly yours,

JPMorgan CHASE BANK, N.A.

By:     _______________________

Title:    Authorized Officer

NOTICETOSERVICEMEMBERS

Thefollowing personsmaybeentitled to certain legal rights andprotections,including protection from foreclosure, pursuantto theServicemembers Civil ReliefAct(50U.S.C.App.§§501-596), asamended,andpossiblyother similarstatestatutes:

•Anyindividual borrower, guarantor,collateralpledgororproperty ownerwhois, or recently was, aServicememberonactive duty;

•Any business entity, ifaServicememberwhois, orrecentlywas,onactivedutyis personally liableto Chaseina writtenagreementforitsobligations.

Eligibleservice mayincludethefollowing:

•Activedutywiththe Army, Navy, Air Force, MarineCorps,orCoastGuard;

•Active dutywiththeNationalGuard;

•Activedutyasacommissionedofficerof the National OceanicandAtmosphericAdministration;

•Active dutyasacommissioned officerof the Public Health Service;

•Service with the forcesofanationwithwhich the United Statesis alliedinthe prosecution ofawarormilitaryaction;or

•Service with the NationalGuardora state militia underastatecalltoduty.

Eligible servicealsoincludes any periodduringwhichaServicememberis absentfromdutyon accountofsickness,wounds,leave, orotherlawfulcause.

Ifyouor anyofthepersonsdescribedaboveis sucha Servicemember,you should contactChase

at1-877-344-3080,Monday through Friday, 8:00a.m. to7:00p.m. Central Time.

XML

Cover	Feb. 06, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Feb. 06, 2023
Entity Registrant Name	SIFCO Industries, Inc.
Entity Incorporation, State or Country Code	OH
Entity File Number	1-5978
Entity Tax Identification Number	34-0553950
Entity Address, Postal Zip Code	44103
Entity Address, State or Province	OH
Entity Address, City or Town	Cleveland
Entity Address, Address Line One	970 East 64th Street,
City Area Code	216
Local Phone Number	881-8600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Shares
Trading Symbol	SIF
Security Exchange Name	NYSEAMER
Amendment Flag	false
Entity Central Index Key	0000090168