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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): March 31, 2021
______________________________________________________________________________
AIR T, INC.
AIR T FUNDING
(Exact Name of Registrant as Specified in Charter)
______________________________________________________________________________
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Delaware
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001-35476
001-38928
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52-1206400
83-6651478
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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5930 Balsom Ridge Road
Denver, North Carolina 28037
(Address of Principal Executive Offices, and Zip Code)
________________(828) 464-8741__________________
Registrant’s Telephone Number, Including Area Code
Not applicable___
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock
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AIRT
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NASDAQ Global Market
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Alpha Income Preferred Securities (also referred to as 8% Cumulative Capital Securities) (“AIP”)
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AIRTP
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NASDAQ Global Market
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Warrant to purchase AIP
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AIRTW
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NASDAQ Global Market
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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):
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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. ☐
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Item 8.01 Other Events
Effective March 31, 2021, Air T, Inc. (the “Company”) and Delaware Trust Company entered into an Amendment to Capital Securities Guarantee Agreement (the “Amendment”). The Amendment amended the Capital Securities Guarantee Agreement dated June 10, 2019 (the “Guarantee Agreement”), under which the Company irrevocably and unconditionally agreed, to the extent set forth in the Guarantee Agreement, to make certain payments to the holders of the Capital Securities (as defined in the Guarantee Agreement). The Amendment amended the Guarantee Agreement to cover the total authorized amount of $100 million in stated value of Capital Securities. This conforms with the increased authorized amount of Capital Securities under an amendment dated March 3, 2021 to the Amended and Restated Trust Agreement dated June 10, 2019 among the trustees of Air T Funding named therein and the Company, as sponsor. All other terms of the Guarantee Agreement remain in full force and effect.
The Amendment effective as of March 31, 2021, is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit No.
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Description
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10.1
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 23, 2021
AIR T, INC.
By: /s/ Brian Ochocki
Brian Ochocki, Chief Financial Officer
4848-6789-5014, v. 1
AMENDMENT TO
CAPITAL SECURITIES GUARANTEE AGREEMENT
THIS AMENDMENT is made as of this 31st day of March, 2021 (the “Effective Date”), by and between Air T, Inc., a Delaware corporation (the “Guarantor”), and Delaware Trust Company, a Delaware chartered trust company, as trustee (the “Capital Guarantee Trustee”), for the benefit of the Holders from time to time of the Capital Securities of Air T Funding, a Delaware statutory trust (“Air T Funding”) pursuant to an Amended and Restated Trust Agreement (as amended to date, the “Trust Agreement”) dated as of June 10, 2019 among the trustees of Air T Funding named therein and the Guarantor, as sponsor. Capitalized terms which are not otherwise defined herein shall have the meaning given to such terms in the Trust Agreement.
WHEREAS, pursuant to the Trust Agreement, Air T Funding has issued certain of its Capital Securities, and pursuant to the Capital Securities Guarantee Agreement dated June 10, 2019 (the “Guarantee Agreement”) the Guarantor has irrevocably and unconditionally agreed, to the extent set forth in the Guarantee Agreement, to pay to the Holders of the Capital Securities the Guarantee Payments (as defined in the Guarantee Agreement) and to make certain other payments on the terms and conditions set forth in the Guarantee Agreement;
WHEREAS, on March 3, 2021, the Trust Agreement was amended to increase the authorized amount of Capital Securities to 4,000,000 shares, $25.00 stated value per share, (a total authorized amount of $100,000,000 in stated value of Capital Securities); and
WHEREAS, a majority in interest of the outstanding Capital Securities has approved this Amendment to the Guarantee Agreement (this “Amendment”), and the Guarantor is willing to agree and confirm that the obligations of the Guarantor under the Guarantee Agreement shall extend to any and all amounts of the authorized Capital Securities up to the entire $100,000,000 in stated value.
NOW, THEREFORE, in consideration of the possible purchase by new or existing Holders of additional Capital Securities that may be issued by Air T Funding, which purchases the Guarantor hereby agrees shall benefit the Guarantor, the Guarantor executes and delivers this Capital Securities Guarantee for the benefit of the such Holders.
AMENDMENT
1. As of the Effective Date, the term “Capital Securities,” as used in the Guarantee Agreement, shall be defined so as to include any Capital Securities that are issued and outstanding up to the total authorized amount of 4,000,000 shares, $25.00 stated value per share (as adjusted for a one-for-ten reverse split that was effective on January 14, 2020), with a total authorized amount of $100,000,000 in stated value of Capital Securities.
2. Except as expressly set forth herein, the Guarantee Agreement shall remain in full force and effect.
[Signature Page follows]
[Signature Page to Amendment to Capital Securities Guarantee Agreement]
THIS AMENDMENT is executed as of the day and year first above written.
AIR T, INC.,
as Guarantor
By:/s/ Brian Ochocki
Name: Brian Ochocki_______________
Title: _Chief Financial Officer_______
DELAWARE TRUST COMPANY,
As Capital Guarantee Trustee
By:/s/ Thomas Musarra
Name: Thomas Musarra
Title: Vice President