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) January 2530, 2023

ALLIED HEALTHCARE PRODUCTS, INC.
(Exact name of Company as specified in its charter)

Delaware	0-19266	25-1370721
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1720 Sublette Avenue, St. Louis, Missouri
(Address of principal executive offices)

63110
(Zip Code)

Company’s telephone number, including area code

(314) 771-2400

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 Company under any of the following provisions:

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))

Indicate by check mark whether the Company 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 Company 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. ¨

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, $.01	AHPI	The NASDAQ Stock Market, LLC

Item 21.0501 ~~Costs~~Entry ~~Associated~~into ~~with~~a ~~Exit~~Material orDefinitive ~~Disposal Activities.~~Agreement

AsOn ~~previously~~January ~~disclosed on November 14~~30, ~~2022~~2023, Allied Healthcare Products, Inc. (the “Company” ~~or “Allied”~~) ~~experienced~~entered ~~significant~~into ~~losses~~an ~~and~~amendment ~~negative cash flow for~~ (the ~~three~~“Amendment”) ~~months ended September 30, 2022. The Company experienced a loss of $1.6 million before taxes for the quarter, compared~~ to ~~a loss of $1.0 million before taxes for~~ the ~~prior~~Company’s ~~year~~Loan ~~period,~~ and ~~used~~Security ~~$2.1 of cash in operating activities. Also as previously announced,~~Agreement onwith ~~December~~Summit ~~19,~~Financial ~~2022~~Resources, ~~the~~LLC ~~Company’s Board of Directors~~ (~~the~~ “~~Board~~Summit”) ~~approved~~dated aeffective ~~reduction~~February in27, ~~force~~2017 ~~involving substantially all of the Company’s St. Louis production employees~~ (~~the~~as ~~“Reduction~~previously ~~in Force”). In response to these circumstances~~amended, on ~~January 25, 2023,~~ the ~~Board approved a plan of disposal of all or substantially all of the assets of the Company (the~~ “~~Disposition~~Credit ~~Plan~~Agreement”). The ~~Board~~Amendment ~~has~~amends ~~engaged~~ the ~~firm~~Credit ofAgreement ~~Morris~~as ~~Anderson to manage the sale of the assets.~~follows:

As- ~~previously~~The ~~disclosed,~~maturity ~~the~~date ~~Reduction~~has inbeen ~~Force will~~amended ~~trigger withdrawal liabilities owed~~ to ~~certain multiemployer pension plans which were recently estimated by such pension plans to~~ be ~~$17.5~~February ~~million~~20, ~~although the actual withdrawal liability is not likely to be known until the conclusion of any and all appeal processes~~2023. The Company’s other material liabilities include approximately $865,000.00 of aggregate principal amount outstanding under the Company’s Loan and Security Agreement with North Mill Capital, LLC, as successor in interest to Summit Financial Resources, L.P. and $14.7 million of rent due for the remainder of the term of that certain Commercial Lease by and between the Company and Fyler Storage Properties, LLC.

- The ~~Company~~ ~~expects~~maximum ~~that~~availability ithas ~~will~~been ~~incur~~amended ~~material additional costs in association with actions that are contemplated pursuant~~ to ~~the Disposition Plan~~$1,500,000. ~~which~~The ~~could~~borrowing ~~include~~base ~~the~~will ~~impairment~~be ofsolely ~~assets,~~based ~~severance~~on ~~pay~~accounts toreceivable. ~~employees~~The ~~and~~Company ~~professional~~was ~~fees,~~required ~~however,~~to ~~the~~pay ~~Company~~down isits ~~unable~~inventory ~~at this~~advance ~~time~~line to ~~estimate~~zero ~~the~~balance ~~full~~upon ~~amount~~execution of ~~such~~the ~~costs~~Amendment ~~which~~and ~~may be incurred. The Company~~ will ~~file~~not anbe ~~amendment~~able to ~~this~~borrow ~~Form~~against ~~8-K within~~inventory ~~four~~for ~~business~~the ~~days~~remainder ~~after it determines an estimate or range~~ of ~~estimates of these costs associated with~~ the ~~Disposal~~loan ~~Plan~~term.

~~Item~~- 2The non-default interest rate will be 6.065% ~~Material~~over ~~Impairments~~the prime rate, as defined in the Credit Agreement.

- The ~~information~~account ~~disclosed~~administration ~~above~~fee inis ~~Item~~increasing 2to 0.056% ~~is hereby~~of ~~incorporated~~the inoutstanding ~~Item~~balance ~~2.06~~of bythe ~~reference~~loan.

~~Item~~- ~~3.01~~The ~~Notice~~Company is required to engage the firm of ~~Delisting~~Morris Anderson to consult regarding the Company’s operations and to manage the sale of all or ~~Failure~~substantially all of the Company’s assets. The Company is also required to ~~Satisfy~~engage an intermediary to broker the sale of the Company’s assets. The Company has already engaged Morris Anderson, as previously disclosed in a ~~Continued~~Current ~~Listing~~Report ~~Rule~~on orForm ~~Standard;~~8-K ~~Transfer~~filed on January 26, 2023. The Company has also already engaged an investment banking firm to broker the sale of ~~Listing~~the Company’s assets.

As- ~~previously disclosed, on November 23, 2022, the Company received written notice from the Listing Qualifications Department of~~ The ~~Nasdaq Stock Market (“Nasdaq”) notifying the~~ Company ~~that, as~~must aprovide ~~result~~weekly ofcollateral ~~its~~updates ~~delay~~and inoperate ~~filing its Form 10-Q for the quarter ended September 30, 2022, it was no longer~~ in ~~compliance~~accordance with ~~Nasdaq Listing~~an ~~Rule~~agreed ~~5250(c)(1).~~upon ~~The~~budget, ~~Company~~subject ~~was given a period of 60 days from its receipt of the notice~~ to ~~submit~~certain aexceptions ~~plan~~described toin ~~regain compliance with~~ the ~~Nasdaq Listing Rules~~Amendment.

On- ~~January~~Not 25later than February 19, 2023, ~~Nasdaq notified~~ the Company ~~that,~~must ~~because~~(1) ofenter ~~the Company’s~~into ~~failure~~an toagreement ~~submit~~with a ~~compliance~~stalking ~~plan~~horse ~~and~~bidder ~~its~~reasonably ~~inability~~acceptable to ~~file~~Summit ~~the~~for ~~late~~all ~~quarterly~~of ~~report,~~the itCompany’s ~~has~~assets, ~~determined~~(2) toenter ~~delist~~into ~~the stock.~~an ~~The~~agreement ~~Company~~regarding ~~does~~the ~~not~~restructuring ~~intend~~of tothe ~~appeal~~Company’s ~~this~~business, ~~decision~~or ~~and~~(3) ~~the~~engage ~~delisting~~an isauctioneer ~~expected~~acceptable to beSummit ~~effective~~to atmanage the ~~opening~~auction of ~~business~~all ~~on February~~of ~~3, 2023, at which time trading in~~ the Company’s ~~stock~~machinery, ~~will~~equipment beand ~~suspended~~inventory.

~~Item~~- ~~8.01~~Any ~~Other~~sales ~~Events~~of inventory or fixed assets are required to be used to pay down outstanding amounts under the Credit Agreement.

~~Due~~- toIn the ~~adoption~~event of the ~~Disposal~~Company ~~Plan,~~files ~~the Board~~bankruptcy ~~has~~proceedings, ~~determined~~Summit towill ~~indefinitely~~be ~~postpone~~entitled ~~the~~to ~~Company’s~~a ~~2022~~fee ~~Annual Meeting~~ of ~~Stockholders~~$250,000 ~~which was originally scheduled~~ for ~~November~~providing 9,debtor ~~2022,~~in ~~and~~possession ~~was adjourned until December 9~~financing, ~~2022,~~subject ~~and~~to ~~further~~court ~~adjourned until January 9, 2023~~approval.

~~Because~~The offoregoing ~~the~~summary ~~postponement~~ of the ~~2022~~amendment ~~Annual Meeting,~~to the Credit ~~due~~Agreement ~~date~~is ~~for the provision of any~~ qualified ~~stockholder proposal under the rules of the Securities and Exchange Commission (the “SEC”) (June 14, 2023) described~~ in ~~the~~its ~~Company’s~~entirety ~~2022~~by ~~Definitive~~reference ~~Proxy~~to ~~Statement will no longer be applicable. In~~ the ~~event~~Sixth ~~the~~Amendment ~~Board determines it advisable~~ to ~~hold~~Loan ~~the~~and ~~2022~~Security ~~Annual Meeting~~Agreement, ~~the~~a ~~Company~~copy ~~will notify stockholders~~ of ~~the~~which ~~new~~is ~~meeting~~filed ~~date~~herewith ~~and~~as ~~the~~Exhibit ~~due date by which any qualified stockholder proposals should be submitted~~99. ~~Any such notice will be provided in accordance with state law~~1, ~~the Company’s By-Laws~~ and ~~the~~incorporated ~~requirements~~by ofreference ~~the SEC~~herein.

Item 8.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously disclosed, on January 25, 2023, Nasdaq notified the Company that, because of the Company’s failure to submit a compliance plan and its inability to file the late quarterly report for the quarter ended September 30, 2022, it has determined to delist the Company’s stock. The Company does not intend to appeal this decision and the delisting is expected to be effective at the opening of business on February 3, 2023, at which time trading in the Company’s stock will be suspended.

In response to stockholder inquiries, the Company is providing the following additional information. Following the close of trading on February 2, 2023, the Company’s stock will not trade on Nasdaq or any other stock exchange. It is possible that brokers may make a market in the Company’s stock on the OTC markets or the Pink Markets, but the Company does not intend to facilitate such trading in any way. Therefore, it is possible that after the close of trading on February 2, 2023, there will not be a market for the Company’s stock. Any market that does develop for the Company’s stock will likely be highly illiquid and volatile.

Item 9.01 Financial Statements and Exhibits.

(da) ~~Exhibits.~~Not ~~The following exhibit index lists the exhibits that are either filed or furnished with this Current Report on Form 8-K~~applicable.

99.1	Press Release of the Company dated January 26, 2023.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

(b)

Not applicable.

(c)

Not applicable.

(d)

Exhibits.

	Exhibit
	Number	Description

	99.1	Sixth Amendment to Loan and Security Agreement, dated January 30, 2023, by and between Allied Healthcare Products, Inc. and Sumit Financial Resources, LLC.

	99.2	Press Release, dated January 31, 2023.

	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	ALLIED HEALTHCARE PRODUCTS, INC.
	By:
Date: January 26, 2023		/s/ Daniel C. Dunn
Date: January 31, 2023		/s/ Daniel C. Dunn
		Daniel C. Dunn
		Chief Financial Officer

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