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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 8, 2023
 
CRAWFORD UNITED CORPORATION
(Exact name of registrant as specified in its charter)
 
Ohio
000-000147
34-0288470
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)
 
10514 Dupont Avenue, Suite 200, Cleveland, Ohio
  
44108
 
  
 
(Address of principal executive offices)
  
(Zip Code)
 
Registrant’s telephone number, including area code: (216) 243-2614
 
(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 Exchange Act: None.
 
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. ☐
 
 
 
 
Item 1.01.         Entry into a Material Definitive Agreement.
 
On June 8, 2023, CAD Enterprises, Inc., an Arizona corporation (“CAD”) and wholly-owned subsidiary of Crawford United Corporation (the “Company”), acquired certain equipment from Air Power Dynamics, LLC, a Delaware limited liability company (“Air Power Dynamics”), in exchange for the issuance by the Company on behalf of CAD of a total of 7,317 of its Class A common shares (the “Shares”) at an implied price of $20.50 per share to Air Power Dynamics.
 
Edward F. Crawford is the trustee of the controlling member of Air Power Dynamics. Ambassador Crawford serves on the Board of Directors of the Company and is a beneficial owner of more than 5% of the Company’s outstanding Class A and Class B common shares.
 
Item 3.02.         Unregistered Sales of Equity Securities.
 
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in response to this Item 3.02.
 
The Shares were offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Rule 506 of Regulation D promulgated thereunder. The recipient of the Shares is an “accredited investor” as that term is defined in Regulation D under the Securities Act. The Shares issued have not been registered under the Securities Act and may not be offered or sold in the United States in the absence of an effective registration statement or exemption from the registration requirements. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state.
 
 
 
 
Item 9.01.         Financial Statements and Exhibits.
 
(d)          Exhibits.
 
Exhibit Number
Description
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
 
 
 
 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
Crawford United Corporation
 
(Registrant)
     
Date: June 13, 2023
    
 
By:
 /s/ Jeffrey J. Salay
 
Name:          
 Jeffrey J. Salay
 
Title:         
 Chief Financial Officer
     
     
 
 
 
 
Exhibit Index
 
Exhibit Number
Description
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
 
 
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