UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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~~December 227, 2023

P&F INDUSTRIES, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	1-5332	22-1657413
(State or Other Jurisdiction	(Commission File No.)	(IRS Employer
of Incorporation)		Identification Number)

445 Broadhollow Road, Suite 100, Melville, New York 11747

(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (631) 694-9800

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:

¨	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 (17CFR 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
Class A Common Stock, $1.00 Par Value		PFIN		NASDAQ

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 15.0203 ~~Termination~~Amendments to Articles of aIncorporation ~~Material~~or ~~Definitive~~Bylaws; ~~Agreement~~Change in Fiscal Year.

~~P&F Industries, Inc.~~On ~~(the~~December ~~“Company”)~~7, ~~its subsidiaries Florida Pneumatic and Hy-Tech Machine~~2023, ~~Inc.~~ ~~(“Hy-Tech” and together with~~ the ~~Company~~board ~~and~~of ~~Florida~~directors ~~Pneumatic collectively, “Borrowers”) and~~ (the ~~Company’s subsidiaries Jiffy~~ ~~Air Tool, Inc. (~~“~~Jiffy~~Board”) ~~ATSCO~~of ~~Holdings~~P&F ~~Corporation (“ATSCO”), Bonanza Properties Corp. (“Properties”), Continental Tool Group, Inc. (“Continental Tool”), Countrywide Hardware, Inc. (“Countrywide”), Embassy~~ Industries, ~~Inc.~~ ~~(“Embassy”), Exhaust Technologies,~~ Inc. (~~“ETI”),~~the ~~Hy-Tech Illinois, Inc. (~~“~~Illinois~~Company”) ~~and~~ ~~Heisman~~approved ~~Acquisition Corp. (together with Jiffy, ATSCO, Properties, Continental Tool, Countrywide, Embassy, ETI~~ and ~~Illinois,~~adopted ~~collectively, “Guarantors”)~~certain ~~are~~amendments ~~parties~~ to athe ~~Second~~ Company’s Amended and Restated ~~Loan~~By-Laws ~~and Security Agreement dated as of April 5, 2017, as amended~~ (the “~~Second~~By-Laws” ~~Amended~~ and ~~Restated Loan Agreement”)~~, ~~with~~as ~~Capital~~so ~~One,~~amended ~~National~~and ~~Association (the “Agent”)~~restated, as ~~agent for Lenders (the~~ “~~Lender”) from time to time party to the Second~~ Amended ~~and Restated Loan Agreement~~By-Laws”). ~~Pursuant to~~The ~~the Second~~ Amended ~~and Restated Loan Agreement the Company can borrow a maximum of $16,000,000 under the Revolver Commitment (as defined~~By-Laws ~~in the Second Amended and Restated Loan Agreement).~~provide:

On· ~~October 13,~~That ~~2023,~~ the ~~Company~~Vice ~~entered~~President ~~into an Agreement and Plan~~ of ~~Merger (~~the ~~“Merger Agreement”) with Tools AcquisitionCo~~Company, ~~LLC,~~or asuch ~~limited~~other ~~liability~~person ~~company~~as ~~organized under~~ the ~~Laws of~~board ~~the State~~ of ~~Delaware~~directors ~~(“Parent”)~~may ~~and~~designate ~~Tools~~in ~~MergerSub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”). The Merger Agreement provides for, subject to~~ the ~~satisfaction~~absence ~~or waiver~~ of ~~specified conditions,~~ the ~~merger~~Chairman of ~~Acquisition Sub with and into~~ the ~~Company (the “Merger”)~~Board, ~~with~~shall ~~the~~preside ~~Company~~at ~~surviving~~all ~~the~~meetings ~~Merger as a wholly owned subsidiary~~ of ~~Parent.~~stockholders; and

In· ~~connection~~That ~~with~~ the ~~consummation~~President of the ~~Merger, on November 22, 2023, the~~ Company ~~notified~~shall ~~the~~be ~~Agent of its intent to terminate~~ the ~~Loan~~chief ~~Agreement~~executive ~~contemporaneously~~officer ~~with the closing~~ of the ~~Merger~~Company.

The Amended By-Laws also removed the President’s authority to preside over all meetings of the stockholders and the board of directors in the absence of the Chairman.

The foregoing summary of the Amended By-Laws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended By-Laws, which is attached hereto as Exhibit 3.1 and incorporated by reference herein.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description

3.1		Amendment No. 1 to Amended and Restated By-Laws of P&F Industries, Inc.
104		Cover Page Interactive Data File (embedded with 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 hereunto duly authorized.

		P&F INDUSTRIES, INC.
Date: November 28, 2023
Date: December 13, 2023
	By:	/s/ Joseph A. Molino, Jr.
		Joseph A. Molino, Jr.
		Vice President,
		Chief Operating Officer and Chief Financial Officer

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