Item 2.05 Costs associated with eviction or disposal activities.
as previously disclosed November 14, 2022, Allied Healthcare Products Co., Ltd.
(“Company” or “Affiliates”) experienced significant losses and negative cash flows during the three months ended. September 30, 2022The company suffered a loss $1.6 million Quarterly pre-tax loss compared to $ 1,000,000 Prior period period before tax and used $2.1 of cash in operating activities. Also, as previously announced, December 19, 2022our Board of Directors (“Board”) has approved a workforce reduction involving substantially all of our employees St. Louis production employees (“downsizing”); Given these circumstances, January 25, 2023, the Board of Directors has approved a plan for the disposal of all or substantially all of the Company’s assets (the “Disposal Plan”). The Board of Directors has contracted Morris Anderson’s company to manage the sale of the assets.
As previously disclosed, the reduction in enforcement will result in withdrawal obligations owed to certain multiemployer pension plans. $17.5 millionHowever, the actual withdrawal liability may not be known until all appeals processes have been completed.Our other material liabilities include approximately $865,000.00 of the total principal balance under our loan and security agreements with North Mill Capital, LLCas an interested successor Summit Financial Resources, LP When $14.7 million with us Filer Storage Properties, LLC.
The Company expects to incur significant additional costs related to actions being considered pursuant to the Disposition Plan, which may include asset impairments, employee severance and professional fees. , we are unable to estimate the full amount of such costs that may be incurred at this time. The Company will file an amendment to this Form 8-K within four business days of determining the estimate or range of estimates for these costs associated with the disposal plan.
Item 3.01 Notice of Failure to Meet Delisting or Continuing Listing Rules or Criteria. Assignment of Lists.
As previously disclosed, November 23, 2022the Company has received written notice from the Listing Qualification Department nasdaq stock market
(“Nasdaq”) has notified us of the delay in filing Form 10-Q for the closed quarter. September 30, 2022, no longer complies with Nasdaq Listing Rule 5250(c)(1). The Company has been given 60 days from receipt of the notice to submit a plan to restore compliance with the Nasdaq Listing Rules.
upon January 25, 2023Nasdaq has informed the Company that it has decided to delist the shares due to the Company’s failure to submit a compliance plan and to submit late quarterly reports. The Company does not intend to contest this decision and the delisting is expected to become effective upon commencement of operations. February 3, 2023As a result, trading of the Company’s shares will be suspended.
Item 8.01 Other Events
Following the adoption of the disposal plan, the Board of Directors has decided to indefinitely postpone the Company’s 2022 Annual General Meeting of Shareholders. November 9, 2022postponed until December 9, 2022postponed until further January 9, 2023.
Due to the postponement of the 2022 Annual Meeting of Shareholders, the deadline for submitting eligible shareholder proposals under the Rules of the Shareholder Meeting is now
Securities and Exchange Commission (“SEC”) (June 14, 2023) Anything set forth in our 2022 Final Power of Attorney Statement ceases to apply. If the Board deems it desirable to hold his 2022 Annual General Meeting, the Company will notify the shareholder of the date of the new general meeting and deadline for submitting eligible shareholder proposals. Such notice will be provided in accordance with state law, the Company’s Articles of Incorporation, and Company requirements. SEC.
Item 9.01 Financial Statements and Materials.
(d) Exhibits. The following exhibit index shows one of the exhibits.
filed or furnished with this Current Report on Form 8-K.
99.1 Press Release of the Company dated January 26, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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