UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~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 ~~the~~Report ~~Securities~~(Date ~~Exchange~~of ~~Act~~earliest ofevent ~~1934~~reported): September 1, 2020

Date of report (Date of earliest event reported): August 25, 2020

Shiloh Industries, Inc.

(Exact Name of Registrant as Specified in ~~Its~~its Charter)

Delaware		0-21964		51-0347683
(State or Other Jurisdiction of Incorporation)		(CommissionFile Number)		(IRS Employer Identification No.)

Delaware

(State or Other Jurisdiction of

Incorporation)

0-21964

(Commission
File Number)

51-0347683

(IRS Employer

Identification No.)

880 Steel Drive, Valley City, Ohio 44280 ~~(Address of Principal Executive Offices) (Zip Code)~~

~~Registrant’s~~(Address ~~telephone~~of ~~number,~~Principal ~~including~~Executive ~~area code:~~ Offices) (~~330~~Zip Code) ~~558-2600~~

(330) 558-2600

(Registrant’s Telephone Number, Including Area Code)

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))

☐ 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)	~~Trading~~Name ~~Symbol(s)~~of each exchange on which registered	~~Name of each exchange on which registered~~
Common Stock, $0.01 per share		SHLO	The NASDAQ Global Select Market
Common Stock, $0.01 par value	SHLO	The NASDAQ Global Select Market

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 1.0101Entry ~~Entry~~ into a Material Definitive Agreement.

~~The~~As ~~information~~previously ~~regarding~~disclosed, on August 30, 2020 (the ~~Stock~~“Petition Date”), Shiloh Industries, Inc. (the “Company”) and ~~Asset~~each ~~Purchase~~of ~~Agreement~~its domestic subsidiaries (astogether ~~defined~~with ~~below~~the Company, the “Debtors”) ~~set~~filed ~~forth~~voluntary inpetitions ~~Item~~commencing 1cases under chapter 11 of title 11 of the U.03S. Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of ~~this~~Delaware ~~Current~~(the ~~Report~~“Bankruptcy onCourt”). ~~Form~~The ~~8-K~~Debtors’ ischapter ~~incorporated~~11 ~~into~~cases ~~this~~(together, ~~Item~~the 1“Chapter 11 Cases”) are being jointly administered under the caption In re: Shiloh Industries, Inc.01, byCase ~~reference~~No. 20-12024 (LSS) (Bankr. D. Del.). The Debtors will continue to operate their businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court.

~~Item~~Senior ~~1.03~~“Debtor-in-Possession” ~~Bankruptcy or Receivership.~~Financing

As previously disclosed, in connection with the Chapter 11 ~~Filing~~Cases, on the Petition Date, the Company filed a motion (the “DIP Motion”) seeking, among other things, interim and final approval of postpetition, debtor-in-possession financing (the “DIP Financing”) on the terms and conditions set forth in the proposed Superpriority Secured Debtor-in-Possession Credit Agreement (the “DIP Credit Agreement”), by and among the Company, the other Debtors party thereto as guarantors (the “Guarantors,” and together with the Company, the “Loan Parties”), the lenders party thereto (the “DIP Lenders”) and Bank of America, N.A., as Administrative Agent (the “Administrative Agent”). The DIP Credit Agreement provides for a senior secured superpriority debtor-in-possession credit facility not to exceed $123.5 million (the “DIP Facility”), consisting of (i) a $23.5 million new money subfacility consisting of revolving loans and (ii) a roll-up of $100 million of commitments under the Company’s existing revolving credit facility, which are deemed loans under the DIP Facility. $18.1 million of the DIP Facility is available following entry of the Interim DIP Order (defined below) and until the entry of the final order approving the DIP Credit Agreement (the “Final DIP Order”), secured by, among other things, (a) a first priority lien on all unencumbered tangible and intangible property and assets of the Loan Parties, (b) a first priority, senior priming lien on all prepetition collateral, and (c) all real property owned or leased by the Company or the Guarantors, subject to certain carve outs.

On ~~August 30~~September 1, 2020, ~~Shiloh~~the ~~Industries,~~Bankruptcy ~~Inc.,~~Court aissued ~~Delaware~~an ~~corporation~~order (approving the ~~“Company”),~~DIP ~~and~~Motion ~~certain~~on ofan ~~its~~interim ~~U.S.~~basis ~~subsidiaries~~ (~~together~~Docket ~~with~~No. ~~the~~59) ~~Company,~~ (the “~~Debtors~~Interim DIP Order”) ~~filed~~and ~~voluntary~~authorizing ~~petitions (~~the ~~“Bankruptcy~~Loan ~~Petitions~~Parties to,” ~~and~~among ~~the~~other ~~cases~~things, ~~commenced~~enter ~~thereby,~~into the ~~“Chapter~~DIP 11Credit ~~Cases”)~~Agreement ~~for~~and ~~relief~~initially ~~under~~borrow ~~Chapter~~up 11to of$18.1 ~~the~~million. ~~United~~On ~~States~~September ~~Bankruptcy~~2, ~~Code~~2020, (the ~~“Bankruptcy~~Company ~~Code”)~~entered ininto the ~~United~~DIP ~~States~~Credit ~~Bankruptcy~~Agreement ~~Court~~with ~~for~~the Lenders, as well as the ~~District~~related ofpostpetition ~~Delaware~~security (and pledge agreements with the ~~“Bankruptcy~~Administrative ~~Court”)~~Agent. The ~~Debtors~~DIP ~~have~~Credit ~~filed~~Agreement ais ~~motion~~subject ~~with~~to approval by the Bankruptcy Court, ~~seeking~~which ~~joint~~has ~~administration~~only been granted on an interim basis. The Debtors will seek final approval of the ~~Chapter~~DIP 11Credit ~~Cases~~Agreement ~~under~~at a hearing before the ~~caption~~Bankruptcy ~~“In~~Court reon ~~Shiloh~~or ~~Industries,~~about ~~Inc.~~September et25, al2020.”

NoThe ~~trustee~~proceeds ~~has~~from ~~been~~the ~~appointed~~DIP Financing will be used, subject to the Interim DIP Order and the ~~Company~~Final ~~will~~DIP ~~continue~~Order, to(a) ~~manage~~for ~~itself~~working capital and ~~its~~other ~~subsidiaries~~general aspurposes ~~“debtors-in-possession”~~of ~~under~~the Debtors, including the ~~jurisdiction~~payment of professional fees and expenses; (b) as provided in the ~~Bankruptcy~~Interim ~~Court~~DIP Order and inthe ~~accordance~~Final ~~with~~DIP Order to pay the ~~applicable~~reasonable ~~provisions~~fees and expenses of the ~~Bankruptcy~~Administrative ~~Code.~~Agent ~~The~~and ~~Debtors~~the ~~are~~DIP ~~seeking~~Lenders ~~approval~~(including the reasonable fees and expenses of acounsel ~~variety~~and financial advisors); (c) to pay claims in respect of ~~“first~~certain ~~day”~~prepetition ~~motions~~creditors, ~~containing~~which ~~customary~~may ~~relief~~include, ~~intended~~without tolimitation, ~~assure~~employees, ~~the~~taxing ~~Debtors’~~authorities ~~ability~~and totrade ~~continue~~vendors ~~their~~in the ordinary course, ~~operations.~~in Ineach ~~connection~~case ~~with~~to the ~~Chapter~~extent 11authorized ~~Cases,~~by orders of the ~~Debtors~~Bankruptcy ~~are~~Court; ~~seeking~~and ~~authority~~(d) to ~~sell~~make ~~substantially~~adequate ~~all~~protection ofpayments ~~their~~to ~~assets~~the ~~pursuant~~prepetition agent and prepetition lenders, each subject to ~~Section 363~~the terms and conditions of the DIP Credit Agreement, the orders of the Bankruptcy ~~Code.~~Court approving the DIP Credit Agreement and consistent with the financing budget attached to the DIP Motion as an exhibit (the “DIP Budget”), subject to certain exceptions as provided in the DIP Credit Agreement.

~~Stock~~The maturity date of the DIP Financing will be the earliest to occur of (a) January 2, 2021, (b) the effective date of a sale of all or substantially all assets of the Debtors and ~~Asset~~(c) ~~Purchase~~the ~~Agreement~~date upon which any plan of reorganization or plan of liquidation becomes effective. In addition, the DIP Financing is subject to certain repayment events, including, without limitation, 30 days after entry of the Interim DIP Order if the Final DIP Order has not been entered as and when required under the DIP Credit Agreement.

InInterest ~~connection~~on ~~with~~ the ~~Chapter~~outstanding 11principal ~~Cases,~~amount onof ~~August 30, 2020,~~ the ~~Debtors~~revolving ~~entered~~loans ~~into~~under ~~a Stock and Asset Purchase Agreement (~~the ~~“Stock~~DIP ~~and~~Credit ~~Asset Purchase~~ Agreement”) ~~with~~will ~~Grouper~~be ~~Holdings,~~payable ~~LLC,~~monthly ain ~~Delaware~~arrears ~~limited~~and ~~liability~~on ~~company (~~the ~~“Purchaser”)~~maturity ~~and~~date ~~subsidiary~~at ofa ~~MiddleGround~~per ~~Capital~~annum ~~LLC.~~rate ~~Pursuant~~equal to the ~~Stock~~then ~~and~~applicable ~~Asset~~Eurocurrency ~~Purchase~~Rate ~~Agreement,~~plus: ~~the~~(a) ~~Purchaser~~with ~~will~~respect ~~acquire~~to ~~substantially~~Eurocurrency ~~all~~Rate ~~of the Debtors’ assets~~Loans, ~~including the equity interests of certain of the Debtors’ direct subsidiaries~~10.00% ~~The aggregate consideration for the purchased assets~~ and ~~equity~~(b) ~~interests~~with ~~will~~respect beto ~~$218 million~~Base inRate ~~cash~~Loans, ~~subject~~9.00%. toUpon ~~working~~the ~~capital~~occurrence and ~~net~~during ~~debt adjustments, and assumption of certain liabilities of~~ the ~~Debtors.~~

~~The~~continuance ~~consummation~~ of ~~the~~an ~~transactions~~event ~~contemplated~~of bydefault, at the ~~Stock~~election ~~and~~of ~~Asset~~the ~~Purchase~~agent ~~Agreement~~with isthe ~~subject~~written toconsent ~~customary~~of ~~closing~~the ~~conditions,~~required ~~including,~~lenders ~~among~~or ~~others,~~at ~~(i) entry~~the ofwritten aninstruction ~~order~~of ~~approving~~ the ~~Stock~~required ~~and~~lenders, ~~Asset~~all ~~Purchase~~obligations ~~Agreement~~under by the ~~Bankruptcy~~DIP ~~Court;~~Credit ~~(ii) the~~Agreement ~~accuracy~~will ofbear ~~representations~~interest ~~and~~at ~~warranties~~a ofrate ~~the~~equal ~~parties;~~to ~~and (iii) material compliance with~~ the ~~obligations~~then ~~set~~current ~~forth~~rate inplus ~~the~~an ~~Stock~~additional ~~and~~2.0% ~~Asset~~per ~~Purchase Agreement~~annum.

The ~~asset~~DIP ~~and~~Financing ~~equity purchase pursuant to the Stock and Asset Purchase Agreement is expected to be conducted under the provisions of Section 363 of the Bankruptcy Code and~~ will be subject to ~~proposed~~certain ~~bidding~~covenants, ~~procedures~~including, ~~and~~without ~~receipt of higher or otherwise better competing bids. Upon entry by the Bankruptcy Court~~limitation, ~~the~~related bidding procedures order will provide that Purchaser is the “stalking horse” bidder for the assets and equity identified in the Stock and Asset Purchase Agreement. The Stock and Asset Purchase Agreement calls for the Company to ~~pay a break-up fee to Purchaser equal to $7.1 million upon~~ the ~~consummation~~incurrence of anadditional ~~alternate~~debt, ~~transaction~~liens, ~~involving~~ the ~~sale~~making of ainvestments, ~~material~~the ~~portion~~making of ~~the~~restricted ~~Debtors’~~payments, ~~assets~~limits toas ~~any~~set ~~person~~forth orin ~~entity other than~~ the ~~Purchaser~~DIP ~~(an~~Budget, ~~“Alternative Transaction”). The Stock~~ and ~~Asset~~certain ~~Purchase~~bankruptcy-related ~~Agreement~~covenants, ~~also~~in ~~provides~~each ~~for~~case ~~reimbursement~~as ofset anforth ~~amount not to exceed $1.5 million for expenses incurred by the Purchaser~~ in ~~connection with~~ the ~~Stock~~DIP ~~and~~Credit ~~Asset Purchase~~ Agreement, in the ~~event~~Interim ~~the~~DIP ~~Stock~~Order and ~~Asset Purchase Agreement is terminated in certain circumstances, including, among others, upon~~ the ~~entry~~Final ~~into~~DIP ~~an Alternative Transaction~~Order.

The ~~foregoing~~DIP ~~description~~Credit Agreement requires delivery of, ~~the~~among ~~Stock~~other ~~and~~things, ~~Asset~~(a) ~~Purchase~~a ~~Agreement~~weekly isfinancial ~~qualified~~statement inincluding ~~its~~the ~~entirety~~balance byof ~~reference~~cash toand cash equivalents of the ~~Stock~~Loan ~~and~~Parties, ~~Asset~~(b) ~~Purchase~~a ~~Agreement~~weekly “Budget Reconciliation Report,” ~~which~~and is(c) ~~filed~~an asupdated ~~Exhibit~~budget ~~2.1~~of ~~hereto~~projected receipts and ~~incorporated~~expenditures ~~herein~~of bythe ~~reference.~~Loan Parties for the thirteen-week period following such delivery.

The DIP ~~Financing~~Credit Agreement provides for customary events of default, including defaults resulting from non-payment of principal, interest or other amounts when due, failure to perform or observe covenants, and the occurrence of certain matters related to the Chapter 11 Cases. Pursuant to the DIP Credit Agreement, the Loan Parties will act in good faith and use commercially reasonable efforts to comply with the sale milestones as described below.

In ~~connection with the Chapter 11 Cases~~addition, ~~the~~pursuant ~~Debtors~~to ~~filed a motion seeking Bankruptcy Court approval of debtor-in-possession financing on~~ the ~~terms~~Interim ~~set forth in that certain Superpriority Secured Debtor-in-Possession Credit Agreement (the “~~DIP ~~Credit Agreement”)~~Order, ~~among~~ the Company, asis ~~borrower,~~subject ~~the~~to ~~other Debtors as guarantors thereto,~~ the ~~various~~following ~~lenders~~sale ~~from~~milestones ~~time~~relating to ~~time party thereto and Bank of America, N.A., as administrative agent and collateral agent (~~the ~~“DIP~~Chapter ~~Agent”),~~11 ~~to be executed on or shortly after the date that the Bankruptcy Court enters an interim order approving the DIP Credit Agreement.~~ Cases:

~~Subject~~• towithin ~~the~~three ~~approval~~business ofdays following the ~~Bankruptcy~~Petition ~~Court~~Date, ~~it is expected that~~ the ~~DIP~~Debtors ~~Credit~~must ~~Agreement~~file ~~will provide for~~ a ~~senior~~motion ~~secured~~with ~~superpriority~~the ~~debtor-in-possession~~Bankruptcy ~~financing~~Court inseeking anto ~~aggregate~~establish ~~principal~~bidding ~~amount~~procedures ~~not~~governing ~~to exceed $123.5 million (~~the ~~“DIP~~sale ~~Facility”) consisting~~ of ~~(i) an~~substantially ~~approximately~~all ~~$23.5 million new money subfacility comprised~~ of ~~revolving loans and (ii) a roll-up of approximately $100 million of commitments under~~ the ~~Company~~Debtors’s ~~existing~~assets ~~revolving credit facility, which will be deemed loans under~~ (the ~~DIP~~“Bidding ~~Facility.~~Procedures As of the closing of the DIP Credit Agreement, $18.1 million of the new money subfacility will become available to the Company. Upon the date that the Bankruptcy Court enters a final non-appealable order, the full remaining amount of the new money loans will be available to the Company. Motion”);

~~The~~• ~~proceeds~~by ofSeptember ~~the DIP Facility will provide incremental liquidity for working capital~~28, ~~administrative~~2020 ~~costs,~~(subject ~~and~~to ~~premiums~~the ~~and~~availability ~~fees~~of ~~associated with~~ the ~~Chapter~~Bankruptcy ~~11 Cases~~Court), ~~payment~~entry of ~~court-approved~~an ~~prepetition~~order ~~obligations~~by ~~and other purposes such as are consistent with~~ the ~~DIP~~Bankruptcy ~~Credit~~Court ~~Agreement~~approving ~~or as otherwise approved by~~ the ~~agent~~Bidding ~~and~~Procedures ~~lenders.~~ Motion;

~~The~~• ~~description~~by ofOctober ~~the~~26, ~~DIP~~2020, ~~Credit~~deadline ~~Agreement~~for ~~and~~interested ~~DIP~~parties ~~Facility~~to ~~set~~submit ~~forth~~bids ~~above~~for ~~is qualified in its entirety by reference to~~ the ~~final,~~purchase ~~executed~~of ~~DIP Credit Agreement, as approved by~~ the ~~Bankruptcy~~Debtors’ ~~Court.~~ assets;

~~Item~~• ~~2.04~~by ~~Triggering~~October ~~Events~~29, ~~That~~2002, ~~Accelerate~~deadline orto ~~Increase~~hold ~~a Direct Financial Obligation or~~ an ~~Obligation under an Off-Balance Sheet Arrangement.~~auction;

~~The~~• ~~commencement~~by ofNovember ~~the~~10, ~~Chapter~~2020 11(subject ~~Cases~~to ~~constitutes an event of default that accelerated~~ the ~~$341.3 million~~availability of ~~outstanding borrowings under~~ the ~~Credit~~Bankruptcy ~~Agreement, dated as of October 25, 2013, as amended (the “Existing Credit Agreement”~~Court), ~~with~~deadline ~~Bank~~for of America, N.A., as Administrative Agent, Swing Line Lender, Dutch Swing Line Lender and L/C Issuer, JPMorgan Chase Bank, N.A. as Syndication Agent, Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities, LLC as Joint Lead Arrangers and Joint Book Managers, CIBC Bank, USA, Compass Bank and The Huntington National Bank, N.A., as Co-Documentation Agents and the other lender parties thereto. The Existing Credit Agreement provides that, as a ~~result~~Bankruptcy ofCourt ~~the~~hearing ~~Chapter 11 Cases, the principal and interest due thereunder shall be immediately due and payable. Any efforts~~ to ~~enforce~~approve ~~payment obligations under~~ the ~~Existing~~sale(s) ~~Credit Agreement are automatically stayed as a result~~ of ~~the~~substantially ~~filing~~all of the ~~Chapter 11 Cases and the lenders~~Debtors’ ~~rights~~assets ~~of enforcement in respect of~~ (the ~~Existing~~“Sale ~~Credit~~Hearing”); ~~Agreement are subject to the applicable provisions of the Bankruptcy Code.~~ and

~~Item~~• ~~5.02.~~by ~~Departure~~December of15, ~~Directors~~2020, ordeadline ~~Certain~~to ~~Officers;~~consummate ~~Election~~the ofsale(s) ~~Directors; Appointment~~ of ~~Certain~~substantially ~~Officers;~~all ~~Compensatory Arrangements~~ of ~~Certain~~the ~~Officers~~Debtors’ assets.

~~Retention~~Item ~~Incentive~~2.03. ~~Awards~~Creation of a Direct Financial Obligation or Obligation under an Off-Balance Sheet Arrangement of a Registrant.

OnThe ~~August 25,~~information ~~2020,~~set ~~the~~forth ~~compensation~~in ~~committee~~Item of1.01 ~~the~~regarding ~~board of directors of~~ the ~~Company~~DIP ~~approved~~Financing ais ~~Key~~incorporated ~~Employee~~by ~~Retention~~reference ~~Program,~~into ~~pursuant~~this toItem ~~which certain executive officers of the Company, including the individuals listed below (the “Executives”), received one-time cash retention incentive awards (the “Retention Incentives”)~~2. ~~The Retention Incentive amounts for the Executives are listed below:~~ 03.

Name	Title	Retention Incentive Amount
Cloyd Abruzzo	Interim Chief Executive Officer	$600,000
Scot Bowie	Vice President, Corporate Controller	$197,000
Lillian Etzkorn	Senior Vice President and Chief Financial Officer	$630,000

Item 3.01.

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

~~The~~On ~~Retention~~September ~~Incentives were paid on August 28~~1, 2020, ~~and~~the ~~are~~Company ~~subject~~received tonotice ~~the~~from ~~terms of~~ the ~~corresponding~~Listing ~~Retention~~Qualifications ~~Incentive~~Staff ~~Letter~~of ~~Agreements, each substantially in~~ the ~~form~~Nasdaq ~~filed~~Stock asMarket ~~Exhibit~~LLC ~~10.1 to this Current Report on Form 8-K~~ (~~the~~ “~~Retention Letter Agreement~~Nasdaq”). ~~Pursuant~~that toit ~~the~~had ~~Retention~~determined ~~Letter~~to ~~Agreement,~~commence ifproceedings ~~the~~to ~~Executive~~delist ~~terminates his or her employment for any reason or~~ the ~~Executive’s~~common ~~employment~~stock isof ~~terminated by~~ the Company ~~for~~at ~~cause~~the ~~(as~~opening ~~reasonably~~of ~~determined~~business byon ~~the~~September ~~Company and which includes~~10, ~~but is not limited to~~2020, ~~the Executive’s failure to provide satisfactory performance~~ and ~~cooperation~~a asForm ~~set~~25-NSE ~~forth~~will inbe ~~the~~filed ~~Retention~~with ~~Letter Agreement) prior to~~ the ~~earlier~~Securities ofand ~~(i) the~~Exchange ~~Closing~~Commission ~~Date~~ (~~as such term is defined in~~ the ~~Retention Letter Agreement~~“SEC”) oron ~~(ii) December 31,~~such ~~2020~~date, ~~the~~which ~~Executive~~ will ~~forfeit~~remove ~~his or her entitlement to~~ the ~~Retention Incentive and must repay to the~~ Company’s ~~the~~securities ~~full,~~from ~~aggregate~~listing ~~amount~~and ofregistration ~~the Retention Incentive before the date~~ on ~~which~~The ~~the~~NASDAQ ~~Company~~Stock ~~pays the Executive his or her final wages~~Market. AsThe anotice ~~condition~~indicated tothat ~~receiving~~this ~~the~~decision ~~Retention~~was ~~Award,~~reached ~~each~~as ~~Executive~~a ~~agreed~~result toof ~~forfeit~~ the ~~Executive’s~~filing ~~rights~~by ~~to any previously granted recognition award and to severance benefits under any plan or arrangement with~~ the Company. ~~Further,~~and the ~~Retention~~other ~~Letter~~Debtors ~~Agreement~~of ~~requires~~ the ~~Executive’s~~Chapter ~~satisfactory~~11 ~~performance~~Cases ~~and~~under ~~cooperation~~the asBankruptcy ~~determined~~Code byin the ~~scope~~Bankruptcy ofCourt ~~the~~in ~~Executive’s~~accordance ~~duties,~~with asNasdaq ~~well~~Listing asRules ~~carrying out any other responsibilities that may be assigned to the Executive~~5101, in5110(b) ~~a thorough~~ and ~~professional manner~~IM-5101-1.

The ~~foregoing~~Company ~~description~~does ofnot ~~the~~intend ~~Retention~~to ~~Letter~~take ~~Agreement~~any isfurther ~~qualified~~action into ~~its~~appeal ~~entirety~~Nasdaq’s bydecision. ~~reference~~Therefore, toit is expected that the ~~form~~Company’s ofcommon ~~Retention~~stock ~~Letter~~will ~~Agreement,~~be ~~which~~delisted isafter ~~filed~~the ascompletion ~~Exhibit~~of ~~10.1~~Nasdaq’s ~~hereto~~application ~~and~~to ~~incorporated~~the ~~herein~~SEC byto ~~reference.~~delist the Company’s common stock.

~~Item~~It ~~7.01.~~is ~~Regulation~~expected FDthat ~~Disclosure~~the Company’s common stock will begin trading on the OTC Pink Market on September 10, 2020.

The Company cautions that trading in ~~its~~the Company’s securities during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks. Trading prices for ~~these~~the Company’s securities may bear little or no relationship to the actual recovery, if any, by holders of the ~~holders~~Company’s securities in the Chapter 11 Cases. The Company expects that its ~~stockholders~~equity ~~could~~holders will experience a ~~significant or~~ complete loss on their investment, depending on the outcome of the Chapter 11 ~~Cases~~process.

Bankruptcy Court filings and other information related to the Chapter 11 Cases are available at a website administered by the Company’s noticing and claims agent, Prime Clerk LLC, at http://www.primeclerk.com/shiloh.

The information set forth in Item 7.01 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in Item 7.01 of this Form 8-K shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, regardless of any incorporation by reference language in any such filing.

Forward-Looking Statements

The statements contained in this Current Report that are not historical facts are “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. The forward-looking statements are made on the basis of management’s assumptions and expectations. As a result, there can be no guarantee or assurance that these assumptions and expectations will in fact occur. The forward-looking statements are subject to risks and uncertainties that may cause actual results to materially differ from those contained in the statements due to a variety of factors, including (1) the duration and severity of the COVID-19 pandemic, any preventive or protective actions taken by governmental authorities, the effectiveness of actions taken globally to contain or mitigate its effects, and any unfavorable effects of the COVID-19 pandemic on either the Company’s manufacturing operations, or those of its customer’s or suppliers; (2) reduction in demand for the Company’s solutions, including any reduction in demand as a result of a COVID-19 triggered economic recession, including any determination that the value of its assets is impaired or that it does not have the ability to continue as a going concern; (3) the Company’s ability to accomplish its strategic objectives; (4) the Company’s ability to obtain future sales; (5) changes in worldwide economic and political conditions, including adverse effects from terrorism or related hostilities; (6) costs related to legal and administrative matters; (7) the Company’s ability to realize cost savings expected to offset price concessions; (8) the Company’s ability to successfully integrate acquired businesses, including businesses located outside of the United States; (9) risks associated with doing business internationally, including economic, political and social instability, foreign currency exposure and the lack of acceptance of the Company’s products; (10) inefficiencies related to production and product launches that are greater than anticipated; (11) changes in technology and technological risks; (12) work stoppages and strikes at the Company’s facilities and that of its customers or suppliers; (13) the Company’s dependence on the automotive and heavy truck industries, which are highly cyclical; (14) the dependence of the automotive industry on consumer spending, which is subject to the impact of domestic and international economic conditions affecting car and light truck production; (15) regulations and policies regarding international trade; (16) financial and business downturns of the Company’s customers or vendors, including any production cutbacks or bankruptcies; (17) increases in the price of, or limitations on the availability of aluminum, magnesium or steel, the Company’s primary raw materials, or decreases in the price of scrap steel; (18) the successful launch and consumer acceptance of new vehicles for which the Company supplies parts; (19) the impact on financial statements of any known or unknown accounting errors or irregularities, and the magnitude of any adjustments in restated financial statements of the Company’s operating results; (20) the Company’s ability to obtain Bankruptcy Court approval with respect to motions in the Chapter 11 Cases; (21) the effects of the Chapter 11 Cases on the Company and on the interests of various constituents; (22) potential delays in the Chapter 11 process due to the effects of the COVID-19 virus; (23) objections to the DIP Credit Agreement, the Stock and Asset Purchase Agreement, ~~DIP~~dated ~~Credit~~as of August 30, 2020 (the “Stock and Asset Purchase Agreement”), by and among Grouper Holdings, LLC, the Company, and each of the Company’s subsidiaries listed on the signature pages thereto, or other pleadings filed that could protract the Chapter 11 Cases; (24) the Bankruptcy Court’s rulings in the Chapter 11 Cases, including the approvals of the terms and conditions of, and the transactions contemplated by, the Stock and Asset Purchase Agreement and the DIP Credit Agreement; (25); the outcome of the Chapter 11 Cases in general; (26) the length of time the Company will operate under the Chapter 11 Cases; (27) risks associated with third-party motions in the Chapter 11 Cases; (28) the potential adverse effects of the Chapter 11 Cases on the Company’s liquidity or results of operations and increased legal and other professional costs related to the Chapter 11 ~~Case~~Cases; (29) the ability of the Company to meet the closing conditions and successfully consummate the Stock and Asset Purchase Agreement; (30) employee attrition and the Company’s ability to retain senior management and other key personnel due to the distractions and uncertainties; (31) the trading price and volatility of the Company’s common stock ~~and the ability of the Company to remain listed on The NASDAQ Global Select Market~~; (32) increases in pension plan funding requirements; (33) the Company’s ability to derive a substantial portion of its sales from large customers; (34) a successful transition of the CEO position and the Company’s ability to successfully identify a qualified and effective full-time CEO; and (35) other factors besides those listed here could also materially affect the Company’s business. See (a) “Part I, Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2019 and (b) Part II, Item 1A. Risk Factors” in the Company’s Quarterly Reports on Form 10-Q for the fiscal quarters ended January 30, 2020 and April 30,

~~on Form 10-K for the fiscal year ended October 31, 2019 and (b) Part II, Item 1A. Risk Factors” in the Company’s Quarterly Reports on Form 10-Q for the fiscal quarters ended January 30,~~ 2020 ~~and April 30, 2020~~ for a more complete discussion of these risks and uncertainties. Any or all of these risks and uncertainties could cause actual results to differ materially from those reflected in the forward-looking statements. These forward-looking statements reflect management’s analysis only as of the date of this Current Report. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date of filing this Current Report. In addition to the disclosures contained herein, readers should carefully review risks and uncertainties contained in other documents the Company files from time to time with the ~~Securities and Exchange Commission~~SEC.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibit:

Number		Exhibit
2.1		Stock and Asset Purchase Agreement, dated as of August 30, 2020, by and among Grouper Holdings, LLC, Shiloh Industries, Inc., and each of Shiloh Industries, Inc.’s subsidiaries listed on the signature pages to the Stock and Asset Purchase Agreement.
10.1		Form of Retention Incentive Letter Agreements
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, ~~as amended,~~ the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SHILOH INDUSTRIES, INC.


	SHILOH INDUSTRIES, INC.

	By:	/s/ Lillian Etzkorn
	Lillian Etzkorn
Date: September 8, 2020	Senior Vice President and Chief Financial Officer

By: /s/ Lillian Etzkorn Lillian Etzkorn Senior Vice President and Chief Financial Officer

Date: August 31, 2020

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