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): March 2329, 2023

UNIQUE FABRICATING, INC.

(Exact name of registrant as specified in its Charter)


Delaware	001-37480	46-1846791
(State or other jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)


800 Standard Parkway
Auburn Hills,	Michigan	48326
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (248) 853-2333

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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
Common stock, par value $.001 per share	UFAB	NYSE American

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 o

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. o

Item 28.0401. ~~Triggering~~Other Events ~~That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement~~.

~~The~~In ~~Company~~January ~~received notice, dated March 23,~~ 2023 ~~(the “Notice”)~~, ~~from Citizens Bank, N.A, as Agent (“Agent”) under~~ the ~~Amended and Restated Credit Agreement dated as of November 8, 2018, as amended, among~~ Unique Fabricating ~~NA,~~Board ~~Inc.~~of ~~and~~Director’s ~~Unique~~Audit -Committee ~~Intasco~~led ~~Canada,~~an ~~Inc.~~investigation ~~(the~~into ~~“Borrowers”),~~allegations ~~their~~that ~~subsidiaries (~~the ~~“Guarantors”),~~Company’s ~~the~~internally ~~Agent~~prepared ~~and~~monthly ~~the~~ financial ~~institutions~~statements ~~signatory~~for ~~thereto~~November ~~(the~~2022, ~~“Lenders”)~~which ~~that the Borrowers and Guarantors~~ are inrequired ~~default~~to ~~under~~be ~~the~~provided ~~Credit Agreement and other loan documents as a result of the failure~~ to ~~repay~~its ~~the~~bank ~~indebtedness under the Credit Agreement by the repayment date~~lenders, ~~February~~were ~~17,~~reported ~~2023~~inaccurately. The ~~notice~~investigation ~~stated~~is ~~that~~incomplete ~~as of its date, the Agent~~ and ~~the Lenders will no longer allow automatic advances under the revolving line of credit~~ongoing. ~~From~~At ~~and~~this ~~after March 23~~time, ~~2023~~no ~~any~~matters ~~further~~have ~~advances~~been ~~under~~identified ~~the revolving line of credit will be at the discretion of the Lenders and subject~~ to ~~such~~indicate ~~additional~~any ~~terms~~previously ~~and~~issued ~~conditions~~financial asstatements ~~may be required by the Lenders~~ for any ~~such~~year ~~advances.~~or ~~The~~interim ~~notice~~period ~~further~~should ~~stated~~no ~~that~~longer asbe arelied ~~result~~upon. ~~of the default~~However, ~~the~~based ~~Agent~~on ~~and~~findings ~~Lenders~~revealed ~~are entitled~~ to, ~~and reserve their rights to~~date, ~~pursue~~management ~~their~~has ~~rights~~determined ~~and~~that ~~remedies available to them under~~ the ~~terms~~Company ofhas ~~the~~a ~~loan~~material ~~documents,~~weakness ~~at law or~~ in ~~equity~~its tointernal ~~protect~~control ~~their~~over ~~interests,~~financial asreporting ~~determined~~related byto the ~~Agent~~appropriate review and ~~the~~approval ~~Lenders in their sole discretion. As~~ of ~~March~~manual ~~23,~~journal ~~2023, there was $44~~entries.1 ~~million principal outstanding under the Credit Agreement, including under the revolving line of credit, term loans and capital expenditure loans.~~

~~The~~Management ~~summary~~is unable to complete the Company’s financial reporting process and preparation of its financial statements for the ~~Notice~~fiscal ~~does~~year ~~not~~ended ~~purport~~December to31, be2022, ~~complete~~until the investigation is concluded and any internal control deficiencies are identified and evaluated. The Company is ~~subject~~unable to, file its Annual Report on Form 10-K on or before the fifteenth calendar day following the prescribed filing date and ~~qualified~~is not in a position to issue its ~~entirety~~earnings ~~by,~~announcement ~~the~~or ~~full~~to ~~text~~report ofpreliminary unaudited financial data for the ~~Notice~~2022 ~~filed~~fourth asquarter ~~Exhibit~~or ~~10.1~~the to2022 ~~this~~fiscal ~~Current~~year ~~Report~~as ~~and~~a ~~incorporated~~result ~~herein~~of bythe ~~reference~~circumstances described above.

~~Item~~Forward-Looking 9Statements.~~01. Exhibits.~~

This Current Report on Form 8-K (d“Current Report”) ~~Exhibits~~contains certain forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements convey the Company’s current expectations or forecasts of future events. All statements contained in this Current Report other than statements of historical fact are forward-looking statements. The ~~following~~Company’s ~~exhibits~~other forward-looking statements are ~~filed~~subject ~~herewith:~~to certain risks and uncertainties that could cause actual results to differ materially from those implied by the forward-looking statements. Readers should review and consider the various disclosures made by the Company in this Current Report and in the Company’s reports to its stockholders and periodic reports on Forms 10-K and 10-Q.

EXHIBIT INDEX

Exhibit No.						Description
10.1						Notice dated March 23, 2023
104						Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded with the Inline XBRL document).

SIGNATURE

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.

	UNIQUE FABRICATING, INC.
Date: March 24, 2023	By:	/s/ Brian P. Loftus
Date: March 29, 2023	By:	/s/ Brian P. Loftus
		Brian P. Loftus
		Chief Financial Officer

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