UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, ~~DC20549~~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) ~~July~~March 1926, ~~2019~~2020 (~~July~~March 1520, ~~2019~~2020)

Amerinac Holding Corp.

(Exact name of registrant as specified in its charter)

Commission file number 000-30185

Delaware		20-4763096
(State or other jurisdiction		(I.R.S. Employer
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification No.)
of incorporation)		Identification No.)
5936 State Route 159 Chillicothe, OH		45601
(Address of principal executive offices)		(Zip Code)

5936 State Route 159Chillicothe, OH 45601

(Address of principal executive offices)

Registrant’s telephone number, including area code: (614) 836-1050

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 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))

~~Item~~¨ ~~1.01~~Soliciting ~~Entry~~material ~~into~~pursuant ato ~~Material~~Rule ~~Definitive~~14a-12 ~~Agreement~~under the Exchange Act (17 CFR 240.14a-12)

On¨ ~~July15,~~Pre-commencement ~~2019~~communications ~~(the~~pursuant ~~“Effective~~to ~~Date”),~~Rule ~~Creative Assembly Systems, Inc.~~14d-2(~~“CAS”~~b), aunder ~~Delaware corporation and subsidiary of Amerinac Holding Corp. (~~the ~~“Company”~~Exchange orAct ~~“Amerinac”) entered into a Loan and Security Agreement~~ (~~the~~17 ~~“Loan~~CFR ~~and Security Agreement”) with Berkshire Bank (“Berkshire Bank”) establishing a new revolving credit facility in an aggregate principal amount of up to $6~~240.~~0 million~~ 14d-2(~~the “Revolving Loan”~~b)~~. Borrowings under the Revolving Loan may be used to finance working capital and other general corporate purposes.~~)

~~Borrowings~~¨ ~~under~~Pre-commencement ~~the~~communications ~~Revolving~~pursuant ~~Loan~~to ~~bear~~Rule ~~interestat~~13e-4(c) aunder ~~rate equal to~~ the ~~Intercontinental~~ Exchange ~~Benchmark~~Act ~~Administration Ltd. London Interbank Offered Rate~~ (~~“ICE~~17 ~~LIBOR”)~~CFR ~~rate plus 3~~240.~~00%.~~13e-4(c))

~~The~~Item outstanding principal amount of any borrowings under the Revolving Loan will be due and payable on July15, 2022, subject to an earlier maturity date upon an event of default (the “Revolving Credit Maturity Date”)1.01 ~~Any~~Entry ~~unpaid~~into ~~principal~~a ~~and~~Material ~~interest~~Definitive ~~shall be due on the maturity date.~~Agreement

~~The~~On ~~Loan~~March ~~and~~20, ~~Security~~2020 ~~Agreement~~(the ~~contains~~“Effective ~~usual~~Date”), ~~and~~USAC ~~customary~~Ross ~~covenants~~LLC ~~for~~(“USAC ~~financings~~Ross”) ofand ~~this~~USAC ~~type,~~WA ~~including~~LLC (“USAC WA”), ~~among~~both ~~other~~wholly ~~things:~~owned ~~(i)~~Delaware ~~requirements~~limited toliability ~~deliver~~company ~~financial~~subsidiaries ~~statements,~~of ~~other~~the ~~reports~~Company entered into a Purchase and ~~notices;~~Sale Agreement (iithe “Purchase and Sale Agreement”) ~~restrictions~~by onand ~~indebtedness;~~among SummitBridge National Investments VI LLC (~~iii~~“SummitBridge VI”) ~~restrictions~~and ~~on dividends~~ABTV, ~~distributions~~in ~~and~~its ~~redemptions~~capacity ofas ~~equity~~court-appointed ~~and~~receiver ~~repayment~~ordered by the Court of ~~subordinated~~Common ~~indebtedness;~~Pleas ~~(iv)~~of ~~restrictions~~Chester County, Pennsylvania on ~~liens;~~March ~~(v)~~6, ~~restrictions~~2020 onin ~~making~~the ~~certain~~Matter ~~payments;~~of ~~(vi)~~SummitBridge ~~restrictions~~National onInvestments ~~investments;~~VI ~~(vii)~~LLC ~~restrictions~~v. onAdvanced ~~asset~~Metals ~~dispositions~~Group, ~~and~~LLC ~~other~~et ~~fundamental~~al., ~~changes;~~Case No. 2020-02461-MJ. USAC Ross and ~~(viii)~~USAC ~~restrictions~~WA were formed as wholly-owned single member limited liability companies by the Company on ~~transactions~~March ~~with~~3, ~~affiliates~~2020 and had no operations prior to this transaction.

~~The~~Pursuant ~~Loan~~to the Purchase and ~~Security~~Sale Agreement, ~~contains~~USAC ~~certain~~Ross ~~financial~~purchased ~~covenants,~~all ~~including~~the apersonal ~~cash~~property ~~flow~~of ~~coverage~~Advanced ~~ratio~~Metals ~~and~~Group, aLLC, ~~tangible~~Advanced ~~net~~Aluminum ~~worth~~Castings, ~~require~~LLC, ~~covenant.~~Advanced ~~Under~~Iron ~~the~~Castings, ~~cash~~LLC, ~~flow~~Ross ~~coverage~~Aluminum ~~covenant~~Castings, ~~commencing~~LLC, ~~with~~US ~~the~~Castings, ~~fiscal~~LLC, ~~quarter~~PFRE ~~ending~~Properties, ~~September~~LLC, 30BFRE Properties, ~~2019~~LLC, ~~CAS~~Oberdorfer, ~~shall~~LLC, ~~maintain~~Mabry aAcquisition ~~quarterly~~Company ~~cash~~Ltd., ~~flow~~MFRE ~~coverage~~Properties ~~ratio~~Ltd., ofUSCRE ~~not~~Properties, ~~less~~LLC ~~than~~and ~~1.20~~RCRE, toLLC ~~1.00.~~(collectively, ~~Under~~the “Debtors”) located in the ~~tangible~~State ~~net~~of ~~worth~~Ohio, ~~covenant~~in addition to real property owned by RCRE, ~~commencing~~LLC ~~with~~in the ~~fiscal~~State ~~quarter~~of ~~ending~~Ohio. ~~December~~Pursuant ~~31,~~to ~~2019,~~the ~~CAS~~Purchase ~~shall~~and ~~maintain~~Sale aAgreement, ~~tangible~~USAC ~~net~~WA ~~worth~~purchased all of nothe ~~less~~personal ~~than~~property ~~$1.5~~of ~~million.~~the ~~The~~Debtors ~~tangible~~located ~~net~~in ~~worth~~the ~~amount~~State ~~required~~of ~~shall~~Washington, ~~increase~~in ~~annually~~addition onto ~~each~~real ~~June~~property 30owned by ~~50%~~USCRE, ofProperties, ~~CAS’s~~LLC ~~prior~~in ~~year’s~~the ~~undistributed~~State ~~net~~Washington. ~~income~~The purchase price paid by USAC Ross and USAC WA was $6,167,000.

~~The~~Prior ~~obligations~~to ofthe ~~CAS~~transaction, ~~under~~ the ~~Loan~~Debtors ~~and~~were ~~Security~~precision ~~Agreement~~aluminum ~~are~~castings ~~secured~~manufacturers bylocated ~~liens~~in Ohio and ~~security~~Washington. ~~interests~~The onDebtors ~~all~~offered ~~assets~~multiple ofcasting ~~CAS.~~processes ~~Amerinac~~as iswell aas ~~secured~~in-house ~~guarantor~~heat oftreating, ~~the~~machining, ~~Loan~~powder coating and ~~Security~~non-destructive ~~Agreement~~testing. The Debtor’s products are used in defense, aerospace, heavy truck, marine and ~~has~~commercial ~~pledgedits~~applications. ~~equity~~The inDebtors ~~CAS~~were ITAR, AS9100, NADCAP and ISO 9001 certified.

~~The~~To ~~foregoing~~finance ~~description~~the purchase of the ~~Loan~~assets, ~~and~~on ~~Security~~the ~~Agreement~~Effective ~~does~~Date, ~~not~~USAC ~~purport~~Ross toand beUSAC ~~complete~~WA ~~and~~entered isinto ~~subject~~a ~~to,~~Loan and ~~qualified~~Security inAgreement ~~its~~(the ~~entirety~~“Loan byand ~~reference~~Security toAgreement”) ~~the~~with ~~full~~SummitBridge ~~text~~VI ofpursuant ~~the~~to ~~Credit~~which ~~Agreement,~~SummitBridge ~~which~~VI ismade ~~attached~~a astwo ~~Exhibit~~year ~~10.1~~term toloan ~~this~~in ~~Current~~the ~~Report~~amount onof ~~Form~~$6,167,000 ~~8-K~~to USAC Ross and isUSAC ~~incorporated~~WA ~~herein~~(the by“USAC ~~reference~~Term Loan”).

~~Item~~The ~~2.03~~USAC ~~Creation~~Term Loan has a maturity date of March 20, 2022. The USAC Term Loan will begin amortizing on the thirteenth (13) month following the Effective Date pursuant to a ~~Direct~~seven ~~Financial~~(7) ~~Obligation~~year amortization schedule with the balance due on the maturity date. The USAC Term Loan is secured against all of the assets of USAC Ross and USAC WA. The USAC Term Loan may be prepaid in whole or in part at any time without any fee, charge or penalty.

~~Reference~~The isUSAC ~~made~~Term toLoan ~~Item~~bears an interest rate of 9% interest per annum, payable monthly, beginning the first (1) month after the Effective Date.01 On the 16-month anniversary of ~~this~~the ~~Current~~Effective ~~Report~~Date, the interest rate on ~~Form~~the ~~8-K~~USAC Term Loan will increase to 15% interest per annum, payable monthly. If the USAC Term Loan is prepaid in full on or before the nine (9) month anniversary of the Effective Date, the principal amount will be reduced by $500,000. If the USAC Term Loan is prepaid in full on or before the ten (10) month anniversary of the Effective Date, the principal amount will be reduced by $400,000. If the USAC Term Loan is prepaid in full on or before the eleven (11) month anniversary of the Effective Date, the principal amount will be reduced by $300,000. If the USAC Term Loan is prepaid in full before the twelve (12) month anniversary of the Effective Date, the principal amount will be reduced by $200,000. If the USAC Term Loan is prepaid in full on or before the sixteen (16) month anniversary of the Effective Date, the principal amount will be reduced by $100,000.

~~Item 9.01 Financial Statements and Exhibits.~~2

~~(d)~~ The ~~Exhibit~~Company ~~Index~~has isguaranteed ~~incorporated~~payment ~~herein~~of the USAC Term Loan pursuant to a guaranty agreement made by ~~reference.~~the Company as of the Effective Date.

The Loan and Security Agreement also contains customary covenants, representations and warranties of the parties, including, among others (1) the grant by USAC Ross and USAC WA to SummitBridge VI of a security interest on all of the assets of USAC Ross and USAC WA, and (2) an unconditional and irrevocable guaranty by the Company of the performance by USAC Ross and USAC WA of the obligations under the Loan and Security Agreement. In addition, until all amounts under the USAC Term Loan are paid in full, USAC Ross and USAC WA have agreed to comply with certain financial covenants that require USAC Ross and USAC WA to meet pre-established financial ratios.

~~SIGNATURES~~The foregoing summary of the Purchase and Sale Agreement, Loan and Security Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in their entirety by, the full text of such agreements.

~~Pursuant~~The following unaudited pro forma information does not purport to present what the ~~requirements~~Company’s ofactual results would have been had the ~~Securities~~acquisition ~~Exchange~~occurred ~~Act~~on ofJanuary ~~1934~~1, 2019, nor is the ~~registrant~~financial ~~has~~information ~~duly~~indicative ~~caused~~of ~~this~~the ~~report~~results toof befuture ~~signed~~operations. onThe ~~its~~following ~~behalf~~table byrepresents the ~~undersigned~~unaudited ~~hereunto~~consolidated ~~duly~~pro ~~authorized~~forma results of operations for the year ended December 31, 2019 as if the acquisition had occurred on January 1, 2019.

	Amerinac Holding Corp.(Registrant)
		Twelve Months Ended
Date: July 19, 2019	By:	/s/ John F. Wachter
Pro Forma		December 31, 2019
	Name	John F. Wachter
Net sales		$	64,290,764
	Title	Chief Executive Officer
Operating expenses			6,621,707
Income before taxes			3,128,358
Net income		$	2,280,833

3Item 2.01 Completion of Acquisition of Assets

~~EXHIBIT~~Reference ~~INDEX~~is made to Item 1.01 on this Current Report on Form 8-K

Exhibit
Number		Description
10.1		Loan and Security Agreement between Creative Assembly Systems, Inc.and Berkshire Bank dated July15, 2019

Item 9.01 Financial Statements and Exhibits

4(d) The Exhibit Index is incorporated herein by reference.

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 hereunto duly authorized.

	Amerinac Holding Corp. (Registrant)

Dated: March 26, 2020	By:	/s/ John Wachter
	Name:	John Wachter
	Title:	Chairman of the Board of Directors

EXHIBIT INDEX

Exhibit		Number Description

10.1		Purchase and Sale Agreement between SummitBridge National Investments VI LLC, ABTV, in its Capacity as Court-Appointed Receiver Ordered by the Court of Common Pleas of Chester County, Pennsylvania and USAC Ross LLC and USAC WA LLC

10.2		Loan and Security Agreement by and among USAC Ross LLC, USAC WA LLC and SummitBridge National Investments VI LLC

Filing Compare · Amerinac Holding Corp.