Form 8-K - Current report

 

 

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: [phone]

 

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 9.01

Financial 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

 

CPI Aerostructures, Inc. 8-K

Exhibit 14.1

CPI AEROSTRUCTURES, INC.

Code of Ethics and Business Conduct

1.      Introduction. 

1.1            The Board of Directors of CPI AEROSTRUCTURES, INC. (together with its subsidiaries, the "Company") has adopted this Code of Ethics and Business Conduct (the "Code") in order to:

(a)      promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest;

(b)      promote full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission (the "SEC") and in other public communications made by the Company;

(c)            promote compliance with applicable governmental laws, rules and regulations;

(d)            promote the protection of Company assets, including corporate opportunities and confidential information;

(e)            promote fair dealing practices;

(f)             deter wrongdoing; and

(g)            ensure accountability for adherence to the Code.

1.2            All directors, officers and employees are required to be familiar with the Code, comply with its provisions and report any suspected violations as described below in Section 10, Reporting and Enforcement.

2.      Honest and Ethical Conduct.

2.1            The Company's policy is to promote high standards of integrity by conducting its affairs honestly and ethically.

2.2            Each director, officer and employee must act with integrity and observe the highest ethical standards of business conduct in his or her dealings with the Company's customers, suppliers, partners, service providers, competitors, employees and anyone else with whom he or she has contact in the course of performing his or her job.

3.      Conflicts of Interest.

3.1            A conflict of interest occurs when an individual's private interest (or the interest of a member of his or her family) interferes, or even appears to interfere, with the interests of the Company as a whole. A conflict of interest can arise when an employee, officer or director (or a member of his or her family) takes actions or has interests that may make it difficult to perform his or her work for the Company objectively and effectively. Conflicts of interest also arise when an employee, officer or director (or a member of his or her family) receives improper personal benefits as a result of his or her position in the Company.

3.2            Loans by the Company to, or guarantees by the Company of obligations of, employees or their family members are of special concern and could constitute improper personal benefits to the recipients of such loans or guarantees, depending on the facts and circumstances. Loans by the Company to, or guarantees by the Company of obligations of, any director, officer, or their family members are expressly prohibited.

3.3            Whether or not a conflict of interest exists or will exist can be unclear. Conflicts of interest should be avoided unless specifically authorized as described in Section 3.4.

3.4            Persons other than directors and executive officers who have questions about a potential conflict of interest or who become aware of an actual or potential conflict should discuss the matter with the Company’s Chief Executive Officer. The Chief Executive Officer may not authorize or approve conflict of interest matters. The Chief Executive Officer will seek determinations and prior authorizations or approvals of potential conflicts of interest from the Company’s Audit and Finance Committee.

Directors and executive officers must seek determinations and prior authorizations or approvals of potential conflicts of interest directly from the Company’s Audit and Finance Committee.

4.      Compliance.

4.1            Employees, officers and directors should comply, both in letter and spirit, with all applicable laws, rules and regulations in the cities, states and countries in which the Company operates.

4.2            Although not all employees, officers and directors are expected to know the details of all applicable laws, rules and regulations, it is important to know enough to determine when to seek advice from appropriate personnel. Questions about compliance should be addressed to the Chief Executive Officer.

4.3            No director, officer or employee may purchase or sell any Company securities while in possession of material nonpublic information regarding the Company, nor may any director, officer or employee purchase or sell another company's securities while in possession of material nonpublic information regarding that company. It is against Company policies and illegal for any director, officer or employee to use material nonpublic information regarding the Company or any other company to:

(a)            obtain profit for themself; or

(b)            directly or indirectly "tip" others who might make an investment decision on the basis of that information.

5.              Disclosure.

5.1            The Company's periodic reports and other documents filed with the SEC, including all financial statements and other financial information, must comply with applicable federal securities laws and SEC rules.

5.2            Each director, officer and employee who contributes in any way to the preparation or verification of the Company's financial statements and other financial information must ensure that the Company's books, records and accounts are accurately maintained. Each director, officer and employee must cooperate fully with the Company's accounting and internal audit departments, as well as the Company's independent public accountants and counsel.

5.3            Each director, officer and employee who is involved in the Company's disclosure process must:

(a)     be familiar with and comply with the Company's disclosure controls and procedures and its internal control over financial reporting; and

(b)      take all necessary steps to ensure that all filings with the SEC and all other public communications about the financial and business condition of the Company provide full, fair, accurate, timely and understandable disclosure.

6.              Protection and Proper Use of Company Assets.

6.1            All directors, officers and employees should protect the Company's assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company's profitability and are prohibited.

6.2            All Company assets should be used only for legitimate business purposes. Any suspected incident of fraud or theft should be reported for investigation immediately.

6.3            The obligation to protect Company assets includes the Company's proprietary information. Proprietary information includes intellectual property such as trade secrets, patents, trademarks, and copyrights, as well as business and marketing plans, engineering and manufacturing ideas, designs, databases, records and any nonpublic financial data or reports. Unauthorized use or distribution of this information is prohibited and could also be illegal and result in civil or criminal penalties.

7.              Corporate Opportunities. All directors, officers and employees owe a duty to the Company to advance its interests when the opportunity arises. Directors, officers and employees are prohibited from taking for themselves personally (or for the benefit of friends or family members) opportunities that are discovered through the use of Company assets, property, information or position. Directors, officers and employees may not use Company assets, property, information or position for personal gain (including gain of friends or family members). In addition, no director, officer or employee may compete with the Company.

8.              Confidentiality. Directors, officers and employees should maintain the confidentiality of information entrusted to them by the Company or by its customers, suppliers or partners, except when disclosure is expressly authorized or is required or permitted by law. Confidential information includes all nonpublic information (regardless of its source) that might be of use to the Company's competitors or harmful to the Company or its customers, suppliers or partners if disclosed.

9.              Fair Dealing. Each director, officer and employee must deal fairly with the Company's customers, suppliers, partners, service providers, competitors, employees and anyone else with whom he or she has contact in the course of performing his or her job. No director, officer or employee may take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of facts or any other unfair dealing practice.

10.            Reporting and Enforcement.

10.1  Reporting and Investigation of Violations.

(a)      Actions prohibited by this Code involving directors or executive officers must be reported to the Audit and Finance Committee.

(b)      Actions prohibited by this Code involving anyone other than a director or executive officer must be reported to the Chief Executive Officer.

(c)      After receiving a report of an alleged prohibited action, the Audit and Finance Committee or the Chief Executive Officer must promptly take all appropriate actions necessary to investigate.

(d)      All directors, officers and employees are expected to cooperate in any internal investigation of misconduct.

10.2  Enforcement.

(a)      The Company must ensure prompt and consistent action against violations of this Code.

(b)      If, after investigating a report of an alleged prohibited action by a director or executive officer, the Audit Committee determines that a violation of this Code has occurred, the Audit and Finance Committee will report such determination to the Board of Directors.

(c)      If, after investigating a report of an alleged prohibited action by any other person, the Chief Executive Officer determines that a violation of this Code has occurred, the Chief Executive Officer will report such determination to the Audit and Finance Committee.

(d)      Upon receipt of a determination that there has been a violation of this Code, the Audit and Finance Committee will take such preventative or disciplinary action as it deems appropriate, including, but not limited to, reassignment, demotion, dismissal and, in the event of criminal conduct or other serious violations of the law, notification of appropriate governmental authorities.

10.3  Waivers.

(a)      The Audit and Finance Committee may, in its discretion, waive any violation of this Code.

(b)     Any waiver for a director or an executive officer shall be disclosed as required by SEC and NYSE American rules.

10.4  Prohibition on Retaliation.

The Company does not tolerate acts of retaliation against any director, officer or employee who makes a good faith report of known or suspected acts of misconduct or other violations of this Code.

* * * * * *

Cover	Nov. 12, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 12, 2024
Entity File Number	001-11398
Entity Registrant Name	CPI AEROSTRUCTURES, INC.
Entity Central Index Key	0000889348
Entity Tax Identification Number	11-2520310
Entity Incorporation, State or Country Code	NY
Entity Address, Address Line One	91 Heartland Boulevard
Entity Address, City or Town	Edgewood
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	11717
City Area Code	(631)
Local Phone Number	586-5200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $0.001 par value per share
Trading Symbol	CVU
Security Exchange Name	NYSE
Entity Emerging Growth Company	false

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