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) February 1422, 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 21.0201 ~~Results~~Entry ofinto ~~Operations~~a ~~and~~Material ~~Financial~~Definitive ~~Condition.~~Agreement

On February 1422, 2023, Allied Healthcare Products, Inc. (the “Company”) entered orinto an amendment (the “~~Allied~~Amendment”) ~~filed~~to ~~Form~~the ~~12b-25~~Company’s ~~Notification~~Loan ofand ~~Inability~~Security toAgreement ~~Timely~~with ~~File~~Summit ~~its~~Financial ~~Quarterly Report~~Resources, onLLC ~~Form~~dated ~~10-Q~~effective ~~for~~February ~~the~~27, ~~quarter~~2017 ~~ended~~(as ~~December~~previously 31amended, ~~2022. In~~ the ~~form~~“Credit ~~12b-25,~~Agreement”). ~~Allied~~The ~~disclosed~~Amendment ~~the~~is ~~following~~effective ~~information~~as ~~regarding~~of ~~the results~~February of19, ~~operations~~2023 and ~~financial~~amends ~~condition~~the ofCredit ~~the~~Agreement ~~Company~~as follows:

- The ~~Company~~maturity ~~experienced~~date ~~a loss~~ of ~~$1.0 million before taxes for~~ the ~~quarter,~~Credit ~~compared~~Agreement towas aextended ~~loss~~from ofFebruary ~~$1.2 million before taxes for the same period of fiscal year 2022. For the six months ended December 31~~20, ~~2022~~2023 ~~the~~to ~~Company~~March ~~experienced a loss of $2.6 million before taxes~~10, ~~compared to $2~~2023.~~1 million before taxes for the same period in fiscal year 2022.~~

~~Net~~- ~~sales~~In ~~for~~consideration ~~the quarter~~ of ~~$6.2 million were $0.6 million or 8.8% lower than~~ the ~~comparable~~extension ~~quarter in fiscal 2022. Domestically, sales decreased by $0.4 million while international sales, which represented 23.7%~~ of the ~~quarter’s~~maturity ~~sales~~date, ~~were~~the ~~$0.2~~Company ~~million~~will ~~lower.~~pay ~~Sales~~an ~~for~~extension ~~the~~fee ~~quarter continued~~ to bethe ~~negatively impacted~~lender byof ~~delays~~up into ~~obtaining inputs~~$42,500 ~~production~~as ~~delays, and a staffing shortage in our manufacturing operation.~~follows:

~~Net~~- ~~sales~~A ~~for~~first ~~the~~installment ~~six months ended December 31, 2022~~ of $~~11.4 million were $2.~~8 ~~million or 19.7% lower than the same period in fiscal 2022. Domestically~~,000 ~~sales~~paid ~~decreased~~upon bysigning ~~$2.3 million, while international sales, which represented 23.1%~~ of the ~~period sales~~amendment, ~~were $0.5 million lower.~~

~~During~~- ~~the~~A ~~six~~second ~~months~~installment ~~ended~~of ~~December 31~~$14,500 ~~2022 the~~payable ~~Company~~on ~~used~~February ~~$1.6~~28, ~~million~~2023, ~~of cash in operating activities.~~and

~~SIGNATURES~~- A third installment of $20,000 payable on March 6, 2023, provided that if the entire loan balance is paid down by March 3, 2023, this installment will be waived.

~~Pursuant~~The toforegoing ~~the~~summary ~~requirements~~ of the ~~Securities~~amendment ~~Exchange~~to ~~Act~~the ofCredit ~~1934,~~Agreement is qualified ~~the~~in ~~Company~~its ~~has~~entirety ~~duly~~by ~~caused~~reference ~~this~~to ~~report~~the Seventh Amendment to beLoan ~~signed~~and onSecurity ~~its~~Agreement, ~~behalf~~a bycopy ~~the~~of ~~undersigned~~which ~~thereunto~~is ~~duly~~filed ~~authorized~~herewith as Exhibit 99.1, and incorporated by reference herein.

	ALLIED HEALTHCARE PRODUCTS, INC.
	By:
Date: February 14, 2023		/s/ Daniel C. Dunn
		Daniel C. Dunn
		Chief Financial Officer

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(c) On February 22, 2023, the Board of Directors (the “Board”) of the Company approved the appointment of the following officers:

Akash Amin, age 31, was appointed as President and Chief Restructuring Officer of the Company. Mr. Amin is a Director of the consulting firm MorrisAnderson and has been employed since September 2018. Mr. Amin has held interim-management positions as a CFO and Financial Advisor with underperforming and bankrupt companies, and has optimized recoveries in liquidations, receivership, and bankruptcy sales. Prior to joining MorrisAnderson, Mr. Amin founded and was CEO of a management consulting firm where he performed interim management services, buy and sell-side M&A financial due diligence, strategic advisory, and post-acquisition operational integration. Mr. Amin is a Certified Turnaround Professional (CTP).

Mark Welch, age 57, was appointed as Vice-President and Assistant Chief Restructuring Officer of the Company. Mr. Welch is a Principal of MorrisAnderson. Mr. Welch is a CPA and is a Certified Turnaround Professional (CTP). Mr. Welch has been employed with MorrisAnderson since January 1998. Mr. Welch has held interim-management positions as a CFO, CRO, CEO and Financial Advisor with underperforming and bankrupt companies, and has optimized recoveries in liquidations, receivership, and bankruptcy sales. He has specific expertise in environmental resolution, bankruptcy, forensic accounting, cost reduction, asset recovery, restructuring plans and liquidation. He has also testified in state and federal courts as an expert witness, prepared fraud cases for the government and testified in bankruptcy court.

Neither Mr. Welch nor Mr. Amin will receive compensation for their services which are being provided as part of MorrisAnderson’s restructuring services to the Company.

Each of Mr. Welch and Mr. Amin entered into indemnification agreements with the Company in the form filed as Exhibit 99.2 with this report on Form 8-K.

(e) On February 22, 2023, the Board adopted the following compensatory arrangements which will benefit the Company’s Chief Financial Officer, Mr. Daniel C. Dunn:

The Board approved establishing a bonus pool for certain employees to provide incentives to remain employed with the Company and to maximize the value of the Company during the sale process that was previously approved by the Board and disclosed in a report on Form 8-K on January 31, 2023. The bonus pool will consist of 2.0% of the aggregate net proceeds, if any, resulting from any sales of the Company’s assets or business. Participants in the bonus pool include key employees of the Company, including Mr. Dunn, who will have a 25.0% share of any amount in the bonus pool.

The Board also approved a retention bonus for Mr. Dunn in the amount of $35,000, subject to the condition that he does not voluntarily terminate his employment prior to the completion of the sale process.

Item 9.01 Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(d) Exhibits.

	Exhibit
	Number	Description

	99.1	Seventh Amendment to Loan and Security Agreement, dated effective as of February 19, 2023, by and between Allied Healthcare Products, Inc. and Summit Financial Resources, LLC
	99.2	Form of Indemnification Agreement between the Company and Mssrs. Welch and Amin, dated February 22, 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 registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	ALLIED HEALTHCARE PRODUCTS, INC.


Date: February 27, 2023	By:	/s/ Daniel C. Dunn
		Daniel C. Dunn
		Chief Financial Officer

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