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): November 11, 2021
| 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 |
| (Address of Principal Executive Offices) |
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)) |
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 |
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. ☐
| Item 1.01 | Entry into a Material Definitive Agreement. |
On November 11, 2021, CPI Aerostructures, Inc. (the “Company”) entered into an amendment to the lease agreement, dated June 30, 2011, between the Company and Heartland Boys II LP, for the premises located at 91 Heartland Boulevard, Edgewood, New York (the “Amendment”). The Amendment extends the term of the lease for three years until April 30, 2026 and provides for the monthly base rent payable by the Company to be $171,005.65, $176,135.82 and $181,419.90 during May 1, 2023 through April 30, 2024, May 1, 2024 through April 30, 2025, and May 1, 2025 through April 30, 2026, respectively.
The foregoing description is qualified in its entirety by reference to the Amendment, a copy of which is attached to this Form 8-K as Exhibit 10.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit | Description |
| 10.1 | Amendment to Lease Agreement, dated November 10, 2021 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 2 |
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: November 12, 2021
CPI AEROSTRUCTURES, INC.
By: /s/ Douglas McCrosson
Douglas McCrosson
Chief Executive Officer
| 3 |
EXHIBIT 10.1
SECOND LEASE
AMENDMENT
SECOND AMENDMENT TO LEASE AGREEMENT (this "Second Lease Amendment"), made the 10th day of November, 2021, by and between HEARTLAND BOYS II LP., a New York limited partnership, with an office at 1 Executive Drive, Edgewood, New York, 11717, (hereafter “Landlord") and CPI Aerostructures Inc., a corporation duly organized and existing under the law of the state of New York, with an office at 91 Heartland Boulevard, Edgewood, New York 11717 (hereafter "Tenant").
WITNESSETH:
WHEREAS, Landlord and Tenant entered into a written Agreement of Lease, dated June 30, 2011, for the leasing by Landlord and the hiring by Tenant, of those certain premises known as 91 Heartland Boulevard, Edgewood, New York, as more particularly described in Exhibit "A" thereto, for the term, for the rent and on all terms and conditions as set forth in the Agreement of Lease; and
WHEREAS, Landlord and Tenant entered into a written Lease Amendment to the Agreement of Lease, which Lease Amendment was dated November 11, 2020, whereby, among other things, the term of the Agreement of Lease was extended until April 30, 2023, for the rent and on all terms and conditions as set forth in the Lease Amendment (the Agreement of Lease, as amended by the Lease Amendment, the "Lease"); and
WHEREAS, the Lease is currently in full force and effect and Tenant is occupying the premises; and
WHEREAS, the term of the Lease is to end on April 30, 2023; and
WHEREAS, Tenant desires to extend the term of the Lease for one (1) additional period of three (3) years from May 1, 2023, so that the term of the Lease shall end on April 30, 2026, for the rent, and on all of the terms and conditions of the Lease, as modified herein; and
WHEREAS, Landlord is agreeable to extending the term of the Lease for one (1) additional period of three (3) years from May 1, 2023, so that the term of the Lease shall end on April 30, 2026, for the rent, and on all of the terms and conditions of the lease, as modified herein; and
WHEREAS, the Lease may be modified by a writing executed by the Landlord and Tenant.
NOW, THEREFORE, in consideration of the Lease, the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant agrees as follows:
1. Landlord and Tenant hereby ratify and confirm the recitals.
2. Notwithstanding anything contained in the Lease, the Lease is hereby amended to extend the term thereof for one additional period of three (3) years from the present expiration date thereof, so that the term of the Lease shall end on April 30, 2026, instead of April 30, 2023, unless such term shall sooner cease and expire as in the Lease provided. Other than if, in accordance with the terms of the Lease, the term of the Lease shall expire or terminate earlier, Landlord and Tenant agree for all purposes that any and all references to the termination or expiration date of the Lease shall mean April 30, 2026.
3. Paragraph 41 (A) of the rider to the Lease is amended by adding the following subparagraphs:
(xv) For the period May 1, 2023 through April 30, 2024, Base Rent shall be two million fifty six thousand one hundred sixty-four and 00/100 Dollars ($2,056,164.00), payable one hundred seventy-one thousand three hundred forty-seven and 00/100 ($171,347.00) Dollars monthly;
(xvi) For the period May 1, 2024 through April 30, 2025, Base Rent shall be two million one hundred seventeen thousand eight hundred forty-eight and 92/100 Dollars ($2,117,848.92), payable one hundred seventy-six thousand four hundred eighty-seven and 41/100 ($176,487.41) Dollars monthly;
(xvii) For the period May 1, 2025 through April 30, 2026, Base Rent shall be two million one hundred eighty-one thousand three hundred eighty-four and 39/100 Dollars ($2,181,384.39), payable one hundred eighty-one thousand seven hundred eighty-two and 03/100 ($181,782.03) Dollars monthly
4. Tenant acknowledges that, as a one-time non-recurring obligation, other than replacing the parking lot light bulbs with brighter bulbs and making nominal surface improvements to the existing parking lot, Landlord has not offered to do and has no obligation to do any work or make any repairs, alterations, modifications, improvements, changes or additions in connection with this Second Lease Amendment.
5. Landlord and Tenant each warrants and represents to the other party that there was no broker instrumental in bringing about or consummating this Second Lease Amendment and that no conversations or negotiations were had with any brokers in connection with this Second Lease Amendment. Each of Landlord and Tenant agree to indemnify, defend and hold the other harmless from and against any and all costs, commissions, expenses, claims, suits, actions, judgments, including reasonable attorneys' fees, of or by any broker for a commission or fee in connection with this Second Lease Amendment. The terms of this Section 5 shall survive the expiration or earlier termination of the lease, as hereby amended.
6. Each to the best of their knowledge, Landlord and Tenant hereby affirm that, as of the date hereof, no breach, default, or other act, error, or omission which, with the giving of notice or passage of time or both, would constitute a breach or default by either party, has occurred and is continuing.
7. The lease, as amended herein, may only be modified by a writing executed by the parties hereto.
8. The covenants, conditions and agreements of the Lease, as amended herein, shall bind and inure to the benefit of Landlord and Tenant and their respective heirs, distributees, executors, administrators, successors, and except as otherwise provided in the Lease, their assigns.
9. The Lease, as modified by this Second Lease Amendment, contains the entire understanding and agreement between Landlord and Tenant; all prior agreements, both oral and written, are merged herein and therein and are superseded hereby and thereby.
10. This Second Lease Amendment may be executed in counterparts, each of which shall constitute an original and each of which taken together shall constitute one and the same agreement. Digital, electronic or scanned copies of original handwritten signatures shall be considered valid.
11. Except as specifically set forth in this Second Lease Amendment, the Lease is, and shall remain, in full force and effect in accordance with its terms, and each and every agreement, term, covenant and condition thereof is hereby ratified, confirmed and continued. From and after the date hereof, any and all references to the "lease" shall mean the Lease as modified by this Second Lease Amendment.
12. This Second Lease Amendment shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any choice or conflict of law provision thereof.
______________________
IN WITNESS WHEREOF, Landlord and Tenant have hereunto set their respective hands as of the day and year first above written.
LANDLORD: HEARTLAND BOYS II LP.
By: Heartland G.P., Inc., its general partner
By: /s/ David Wolkoff
David Wolkoff, President
TENANT: CPI AEROSTRUCTURES INC.
By: /s/ Douglas McCrosson
Douglas McCrosson, CEO & President