Current Report Filing (8-k)
January 10 2022 - 4:13PM
Edgar (US Regulatory)
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2022-01-06
2022-01-06
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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): January 6, 2022
UNIQUE
LOGISTICS INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
Nevada
|
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000-50612
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01-0721929
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File
Number)
|
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(IRS
Employer
Identification
No.)
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154-09
146th Ave,
Jamaica,
NY 11434
(Address
of principal executive offices)
(718)
978-2000
(Registrant’s
telephone number, including area code)
(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:
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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None
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None
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None
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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
1.01 Entry Into A Material Definitive Agreement.
As
previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) by Unique
Logistics International, Inc. (the “Company”) on April 7, 2021, the Company entered into an Amended and Restated Promissory
Note (the “Amended and Restated Note”) with an accredited investor (the “Investor”), pursuant to which the Company
and the Investor amended and restated in its entirety that certain promissory note, issued to the Investor on March 19, 2020 (the “Original
Note”). The Amended and Restated Note were to mature on June 15, 2021 (the “Maturity Date”).
As
previously disclosed in the Current Report on Form 8-K filed with the SEC by the Company on July 22, 2021, the Company entered into a
First Amendment to the Amended and Restated Note (the “First Amendment”) with the Investor pursuant to which the Company
and the Investor agreed to extend the maturity date of the Amended and Restated Note by deleting “June 15, 2021” in the first
paragraph of the Amended and Restated Note and replacing the same with “October 31, 2021.”
As
previously disclosed in the Current Report on Form 8-K filed with the SEC by the Company on September 28, 2021, on September 23, 2021,
the Company entered into a Second Amendment to the Amended and Restated Note (the “Second Amendment”) with the Investor
pursuant to which the Company and the Investor agreed to extend the maturity date of the Amended and Restated Note by deleting “October
31, 2021” in the first paragraph of the Amended and Restated Note and replacing the same with “December 31, 2021.”
On
January 6, 2022, the Company entered into a Third Amendment to the Amended and Restated Note (the “Third Amendment”) with
the Investor pursuant to which the Company and the Investor agreed to extend the maturity date of the Amended and Restated Note by deleting
“December 31, 2021” in the first paragraph of the Amended and Restated Note and replacing the same with “March 31,
2022.”
A
copy of the Third Amendment is included as Exhibit 4.1 to this Current Report on Form 8-K and is hereby incorporated by reference. All
references to the Second Amendment are qualified, in their entirety, by the text of such exhibit.
Item 8.01 Other Events.
On January 7, 2022, the Company paid in full the
outstanding principal amount of $2 million plus accrued but unpaid interest on certain promissory notes, issued by the Company on September
17, 2021.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
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.
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UNIQUE
LOGISTICS INTERNATIONAL, INC.
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Dated:
January 10, 2022
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By:
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/s/
Sunandan Ray
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Sunandan
Ray
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Chief
Executive Officer
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