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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): November 12, 2024

 

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   11717
(Address of Principal Executive Offices)   (Zip Code)

 

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 5.05(a)Amendments to the Registrant’s Code of Conduct and Ethics, or Waiver of a Provision of the Code of Ethics

As part of its periodic review of the Code of Ethics and Business Conduct (the “Code”) of the Company, which applies to all directors, officers, and employees of the Company, the Board of Directors approved certain amendments to the Code, effective as of November 12, 2024. The revisions to the Code were made, among other things, to (i) expand guidelines on conflict of interest matters, including a requirement for directors and executive officers to seek authorizations from the Audit and Finance Committee; (ii) enhance sections on fair dealing, confidentiality, and the protection and proper use of Company assets; and (iii) include other administrative and clarifying adjustments to reflect current regulatory expectations and best practices.

The foregoing summary of the principal changes to the Code is qualified in its entirety by reference to the amended and restated Code, a copy of which is filed as Exhibit 14.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits:

Exhibit Description
14.1 CPI Aerostructures, Inc. Code of Ethics and Business Conduct, effective as of November 12, 2024.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 
 

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 18, 2024 CPI AEROSTRUCTURES, INC.
   
  By: /s/ Philip Passarello  
    Philip Passarello
    Chief Financial Officer