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): March 31, 2021

 UNIQUE FABRICATING, INC.
(Exact name of registrant as specified in its Charter)
Delaware 001-37480 46-1846791
(State or other jurisdiction
of Incorporation) 		(Commission
File Number) 		(I.R.S. Employer
Identification No.)
800 Standard Parkway
Auburn Hills, Michigan 48326
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (248) 853-2333
Not applicable
(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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, par value $.001 per share UFAB 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 o

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. o




Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
Restatement of 2020 Quarterly Financials
On March 31, 2021, the Audit Committee of the Board of Directors of Unique Fabricating, Inc. (the “Company”), after consultation with management and discussions with Deloitte & Touche LLP, the Company’s independent registered public accounting firm, concluded that the Company’s previously issued 2020 quarterly condensed consolidated financial statements for the quarters ended March 31, 2020, June 30, 2020, and September 30, 2020 (collectively, the “Relevant Periods”) should be restated to reflect the impact of certain errors the Company has identified and, accordingly, should no longer be relied upon.
In connection with preparing its financial statements for the year ended December 31, 2020, the Company identified errors that were not detected as a result of the previously identified material weakness within certain controls and as a result the Company has concluded it is necessary to restate the Quarterly Reports on Form 10-Q for the Relevant Periods. The Company believes that the material weakness identified in its Annual Report on Form 10-K/A for the fiscal year ended December 29, 2019, which related to limited finance staffing levels that were not commensurate with the Company’s complexity and its financial accounting and reporting requirements, combined with changes as a result of the COVID-19 pandemic, such as accounting and finance personnel working remotely, contributed to the errors and the failure of the Company to identify and correct the errors in a timely manner. The most significant errors are directly attributable to the quarterly period ended on March 31, 2020; however, the errors were not identified until the fourth quarter of 2020.
The Company will file a Form 12b-25, which provides a 15-day extension period to file its Annual Report on Form 10-K for the fiscal year ended on December 31, 2020 (the “2020 Annual Report”). The Company believes that the 15-day extension period will provide enough time so that the Company can restate and reissue the Quarterly Reports for the Relevant Periods and complete the preparation of its 2020 Annual Report.
Violation of Financial Covenants
The Company expects that, when completed, its financial results for the measurement period, the six months ended December 31, 2020, will result in the Company being in violation of certain of its financial covenants, as defined in the Company’s Credit Agreement. The Company has been working with its lending group to enter into a forbearance agreement. There can be no assurance that the Company will be able to enter into a forbearance agreement. Until the Company enters into such an agreement, it will not be able to borrow from its bank lenders and even if it does enter into an agreement there can be no assurance that borrowings will be available or on what terms.
Item 8.01. Other Events.
On April 1, 2021, the Company issued a press release regarding the subject matters of this Current Report, a copy of which is attached as Exhibit 99.1 and is incorporated herein by reference.
Forward-Looking Statements
This Current Report on Form 8-K contains a number of forward-looking statements. Words such as “intends,” “expects,” “anticipates,” “will,” and variations of such words and similar future or conditional expressions are intended to identify forward-looking statements. These forward-looking statements include, but are not limited to, statements set forth herein regarding our beliefs and expectations relating to the filing of the Quarterly Reports for the Relevant Periods and the 2020 Annual Report, and our relationship with our bank lenders. These forward-looking statements are not guarantees of future results and are subject to a number of risks and uncertainties, many of which are difficult to predict and beyond our control. Important factors that may cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, a material delay in the Company’s financial reporting, including the possibility that the Company will not be able to file its 2020 Annual Report within the 15-day extension permitted by the rules of the U.S. Securities and Exchange Commission, or the Quarterly Reports for the Relevant Periods. We disclaim and do not undertake any obligation to update or revise any forward-looking statement in this report, except as required by applicable law or regulation.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.

EXHIBIT INDEX
Exhibit No. Description


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.
UNIQUE FABRICATING, INC.
Date: April 01, 2021 By: /s/ Brian P. Loftus
Brian P. Loftus
Chief Financial Officer



UFAB1.JPG

Unique Fabricating Files Extension for 2020 Form 10-K; Company to Restate Previously Issued 2020 Quarterly Financial Statements

Auburn Hills, MI – April 1, 2021 — Unique Fabricating, Inc. (NYSE American: UFAB), a leader in engineering and manufacturing multi-material foam, rubber, and plastic components utilized in noise, vibration, and harshness management and air/water sealing applications for the transportation, appliance, medical, and consumer markets, announced today that it will restate its previously issued quarterly financial statements for the quarters ended March 31, 2020, June 30, 2020, and September 30, 2020 (collectively, the “Relevant Periods”). As a result of this decision, investors should no longer rely upon the Company's previously released financial statements for the Relevant Periods and any earnings releases or other communications relating to the Relevant Periods.
Errors were discovered during the course of management’s preparation of the financial statements for the year ended December 31, 2020. Management believes the scope of the errors is limited to the Relevant Periods identified above. The errors, which were not detected as a result of the material weakness in certain controls that management identified in the Company’s Annual Report on Form 10-K/A for the fiscal year ended December 29, 2019 related to limited finance staffing levels that were not commensurate with the Company’s complexity and its financial accounting and reporting requirements, combined with changes as a result of the COVID-19 pandemic, such as accounting and finance personnel working remotely, which contributed to the errors and the failure to identify and correct the errors in a timely manner.
The Company will file a Form 12b-25 with the U.S. Securities and Exchange Commission providing the Company a 15-day extension to file its Annual Report on Form 10-K for the year ended December 31, 2020 (the “Form 10-K”). The Company expects to file its Form 10-K within the extension period and to schedule a conference call to discuss 2020 results in conjunction with the filing.
“Unique Fabricating is committed to the integrity of our financial reporting, and we are working to resolve this matter quickly,” commented Doug Cain, President and Chief Executive Officer. “We continue to make progress, improving our systems, controls and culture to position Unique Fabricating for sustainably profitable growth, and that initiative remains intact. Accordingly, our long-term outlook is unchanged. Our current expectation is that we will file the restated quarterly financials for the Relevant Periods by April 15, 2021, subject to completing the necessary work.”
It is important to note that the changes being recorded did not result from any override of controls or intentional misconduct.

About Unique Fabricating, Inc.
Unique Fabricating, Inc. (NYSE American: UFAB) engineers and manufactures components for customers in the transportation, appliance, medical, and consumer markets. The Company’s solutions are comprised of multi-material foam, rubber, and plastic components and utilized in noise, vibration and harshness (NVH) management, acoustical management, water and air sealing, decorative and other functional applications. Unique leverages proprietary manufacturing processes, including die cutting, thermoforming, compression molding, fusion molding, and reaction injection molding to manufacture a wide range of products including air management products, heating ventilating and air conditioning (HVAC), seals, engine covers, fender stuffers, air ducts, acoustical insulation, door water shields, gas tank pads, light gaskets, topper pads, mirror gaskets, glove box liners, personal protection equipment, and packaging. The Company is headquartered in Auburn Hills, Michigan. For more information, visit http://www.uniquefab.com.



Safe Harbor Statement
Except for the historical information contained herein, the matters discussed in this news release include forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. Forward-looking statements relate to future events or to future financial performance and involve known and unknown risks, uncertainties, and other factors that may cause the Company's or the Company's industry's actual results, levels of activity, performance or achievements including statements relating to the Company’s results for the year ended December 31, 2020 to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by this press release. Words such as “may,” “will,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “outlook,” and similar expressions are used to identify these forward looking statements. Such forward-looking statements include statements regarding, among other things, our expectations about net sales, Consolidated EBITDA, and adjusted diluted earnings per share. All such forward-looking statements are based on management’s present expectations and are subject to certain factors, risks and uncertainties that may cause actual results, outcome of events, timing and performance to differ materially from those expressed or implied by such statements. These risks and uncertainties include, but are not limited to, those discussed in our Annual Report on Form 10-K for the year ended December 29, 2019, as amended, filed with the Securities and Exchange Commission and in particular the Section entitled “Risk Factors”, as well as any updates to those risk factors filed from time to time in our periodic and current reports filed with the Securities and Exchange Commission. All statements contained in this press release are made as of the date of this press release, and Unique Fabricating does not intend to update this information, unless required by law. Reference to the Company’s website above does not constitute incorporation of any of the information thereon into this press release.

Investor Inquiries:
Rob Fink
FNK IR
(646) 809-0408
rob@fnkir.com