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EX-10.1 - EXHIBIT 10.1 - CRAWFORD UNITED Corpex_189899.htm

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): June 4, 2020

 


 

Crawford United Corporation

(Exact Name of Registrant as Specified in Charter)

 


 

Ohio

 

000-00147

 

34-0288470

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

10514 Dupont Avenue

Cleveland, Ohio

 

44108

(Address of Principal Executive Offices)

 

(Zip Code)

 

(216) 243-2614

(Registrant’s telephone number, including area code)

 


 

Securities registered pursuant to Section 12(b) of the Act: None.

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. ☐

 

1

 

Item 1.01. Entry Into Material Definitive Agreement. 

 

On June 4, 2020, CAD Enterprises, Inc. ( “CAD”), a subsidiary of  Crawford United Corporation, entered into a promissory note (the “Promissory Note”) with First Federal Savings and Loan Association of Lakewood, which provided for a loan in the amount of $1,200,766.00 (the “PPP Loan”), pursuant to the Paycheck Protection Program under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”).   

 

The PPP Loan has a two-year term and bears interest at a rate of 1.00% per annum. Monthly principal and interest payments are deferred for six months after the date of disbursement. The PPP Loan may be prepaid at any time prior to maturity with no prepayment penalties. The Promissory Note contains events of default and other provisions customary for a loan of this type. The Paycheck Protection Program provides that the PPP Loan may be partially or wholly forgiven if the funds are used for certain qualifying expenses as described in the CARES Act. CAD intends to use the entire PPP Loan amount for qualifying expenses and to apply for forgiveness of the loan in accordance with the terms of the CARES Act.  The PPP Loan may be forgivable, partially or in full, if certain conditions are met, principally based on having been disbursed for permissible purposes and maintaining certain average levels of employment and payroll as required by the CARES Act. CAD intends to use the loan proceeds only for permissible purposes; however, we can provide no assurances that CAD will be eligible for forgiveness of the PPP Loan, in whole or in part.

 

The foregoing descriptions of the Promissory Note and the PPP Loan do not purport to be complete and are qualified in their entirety by reference to the full text of the Promissory Note attached to this 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 discussion of the PPP Loan set forth in Item 1.01 of this Current Report on Form 8-K is incorporated in this Item 2.03 by reference.

  

Item 9.01. Financial Statements and Exhibits.

 

(d)      Exhibits.

    

Exhibit No.  Description of Exhibit
     
 

10.1

Promissory Note dated June 4, 2020, between CAD and First Federal Savings and Loan Association of Lakewood.

 

2

 

Exhibit Index

 

 

Exhibit No.  Description of Exhibit
     
 

10.1

Promissory Note dated June 4, 2020, between CAD and First Federal Savings and Loan Association of Lakewood.

 

3

 

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.

 

 

 

 

 

 

 

 

CRAWFORD UNITED CORPORATION

 

 

 

 

Date: June 10, 2020

 

 

 

 

 

/s/ Kelly J. Marek 

 

 

 

 

 

 

Name: Kelly J. Marek

 

 

 

 

 

 

Its: Vice President and Chief Financial Officer