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): May 27, 2022

Date of Report (Date of earliest event reported): March 23, 2022

___________________

INTERNATIONAL BALER CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	0-14443	13-2842053	~~13-2842056~~
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)	~~(IRS Employer Identification No.)~~
5400 Rio Grande Avenue, Jacksonville, FL		32254
(Address of principal executive offices)		(Zip Code)

5400 Rio Grande Avenue

Jacksonville, FL

32254

(Address of principal executive offices)

(Zip Code)

(904) 358-3812

(Registrant’s telephone number, including area code)

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(g) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $.01 par value per share	IBAL	Pink Sheets

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~~ 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. ☐¨

1Item 2.01 Completion of Acquisition or Disposition of Assets.

~~Item~~As previously disclosed, on March 23, 2022, International ~~1.01.~~Baler ~~Entry~~Corporation ~~into~~(the a“Company”) ~~Material~~entered ~~Definitive~~into ~~Agreement.~~an Agreement and Plan of Merger (the “Merger Agreement”) with Avis Industrial Corporation, an Indiana corporation (“Parent”) and AIC Merger Sub, Inc., a wholly-owned subsidiary of Parent (“Merger Sub”).

~~On March~~Pursuant ~~23,~~to ~~2022,~~the ~~International~~Merger ~~Baler~~Agreement, ~~Corporation~~Merger ~~(the~~Sub conducted ~~“Company”)~~a ~~entered~~tender ~~into~~offer anto ~~Agreement~~purchase ~~and~~all ~~Plan~~ of ~~Merger (~~the ~~“Merger~~ ~~Agreement”),~~outstanding byshares ~~and~~of ~~among~~common stock of the Company, ~~Avis~~par ~~Industrial~~value ~~Corporation,~~$0.01 anper ~~Indiana~~share ~~corporation~~ (the “~~Parent~~Shares”), ~~and~~ ~~AIC~~owned ~~Merger~~by ~~Sub,~~stockholders ~~Inc.~~other than Parent, at a ~~Delaware~~price ~~corporation~~of $1.74 per Share to the seller in cash without interest and aless ~~wholly-owned~~any ~~subsidiary~~applicable ofwithholding ~~Parent~~taxes (the “~~Merger~~Offer ~~Sub,~~Price”) upon the terms and, ~~together~~subject to the conditions set forth in ~~with~~the ~~Parent~~Offer to Purchase, dated April 20, 2022 (the “~~Acquiring~~Offer ~~Parties~~to Purchase”)., ~~Parent~~and ~~owns~~in ~~approximately~~the ~~81.1%~~related Letter of ~~the~~Transmittal (which, ~~issued~~together ~~and~~with ~~outstanding~~any ~~Shares~~amendments ~~(as~~or ~~defined below)~~supplements ofthereto, collectively constitute the ~~Company~~“Offer”).

~~Tender~~The Offer and withdrawal rights expired at 5:00 p.m., New York City time, on May 19, 2022 (the “Expiration Date”). American Stock Transfer & Trust Company, LLC, the depositary for the Offer, advised Parent and Merger Sub that, as of the Expiration Date, a total of 613,766 Shares had been validly tendered, and not validly withdrawn, pursuant to the Offer, representing approximately 62.7% of the issued and outstanding Shares (not held by Parent) as of the Expiration Date. All conditions to the Offer having been satisfied, Merger Sub accepted and made payment for all Shares validly tendered into and not validly withdrawn from the Offer.

~~Subject~~Following Merger Sub’s payment for the Shares tendered pursuant to the ~~terms~~Offer, ~~and~~at ~~conditions~~5:00 ofp.m., Eastern Time, on May 27, 2022 (the ~~Merger~~“Effective ~~Agreement~~Time”), Merger Sub merged ~~will~~with ~~begin~~and ainto ~~tender~~the ~~offer~~Company (the “~~Offer~~Merger”), aswith ~~promptly as~~the ~~reasonably~~Company ~~practicable~~continuing ~~after~~as the ~~date~~surviving ofcorporation in the Merger. The ~~Agreement,~~Merger towas ~~purchase~~governed ~~all~~by Section 253 of the ~~outstanding~~General ~~shares~~Corporation ofLaw ~~common stock~~ of the ~~Company, $0.01~~State ~~par~~of ~~value~~Delaware ~~per share~~ (the “~~Shares~~DGCL”), atand was effected without a ~~price~~vote of $1 the Company’s stockholders.74 ~~per~~At the Effective Time, each Share ~~(the~~that ~~“Offer~~was ~~Price”)~~not owned by Avis, Merger ~~net~~Sub, the Company, or any stockholders of the Company who properly demanded appraisal pursuant to Section 262 of the ~~seller~~DGCL in connection ~~cash~~with ~~without~~the ~~interest~~Merger ~~thereon~~was ~~and~~converted ~~subject~~into the right to receive the Offer Price, without interest, less any applicable withholding of taxes. ~~The~~Each ~~Offer~~Share ~~will~~owned ~~initially~~by ~~remain~~Avis, ~~open~~Merger ~~for 20~~Sub ~~business~~and ~~days~~the ~~after~~Company immediately prior to the ~~Offer~~Effective ~~begins,~~Time ~~subject~~was cancelled and ceases to ~~extension~~exist, ~~under~~without ~~certain~~such ~~circumstances~~parties ~~specified~~receiving inany ~~the~~consideration ~~Merger~~in ~~Agreement~~exchange ~~(“Expiration Date”)~~therefor.

The foregoing ~~obligation~~description of ~~Merger Sub to consummate~~ the Offer, ~~is subject to~~ the ~~satisfaction~~Merger, orand ~~waiver of a number of conditions set forth in Annex A to~~ the Merger Agreement, ~~including:~~does ~~(i) the~~not ~~absence~~purport ofto ~~any~~be ~~injunction~~complete orand ~~order~~is ~~which~~subject ~~makes~~to, itand ~~illegal~~qualified orin ~~otherwise prohibits consummation~~its ofentirety ~~the Offer~~by, the ~~Merger~~full ~~(as~~text ~~defined~~of ~~below) or~~ the ~~transactions~~Merger ~~contemplated thereby~~Agreement, ~~(ii) the~~a ~~accuracy~~copy of ~~the~~which ~~Company’s representations~~was ~~and~~filed ~~warranties,~~as ~~subject~~Exhibit 2.1 to ~~certain materiality standards set forth in~~ the ~~Merger~~Current ~~Agreement;~~Report ~~(iii)~~on ~~compliance by~~Form 8-K filed ~~Company~~by inthe ~~all~~Company ~~material respects~~ with ~~its obligations under~~ the ~~Merger~~Securities ~~Agreement,~~ and Exchange Commission (iv“SEC”) ~~those~~ ~~other~~on ~~conditions~~March ~~set~~25, ~~forth~~2022, inand ~~Annex A~~is toincorporated ~~the~~herein ~~Merger~~by ~~Agreement (the “Offer Conditions”)~~reference.

~~Subject to~~Item the satisfaction or waiver by Merger Sub or Parent of the Offer Conditions, Merger Sub will promptly after the Expiration Date accept for payment all Shares tendered (and not validly withdrawn) under the Offer and promptly thereafter pay for such Shares3.03 ~~The~~Material ~~Acquiring Parties~~Modification ~~have informed the Company that they intend~~ to ~~fund~~Rights ~~the payment~~ of ~~the~~Security ~~aggregate purchase price with cash on hand~~Holders. ~~The Offer is not subject to a financing condition.~~

~~Merger~~The disclosures set forth in Items 2.01, 5.01, 5.03 and 8.01 are incorporated into this Item 3.03.

~~The Merger~~Item is5.01 ~~subject~~Change ~~to a non-waivable condition that there will have been validly tendered (and not validly withdrawn) a number~~ of ~~Shares greater~~Control ~~than 50%~~ of the outstanding Shares not owned by Parent and its subsidiaries (the “Unaffiliated Stockholders”) immediately before the expiration of the Offer (the “Minimum Tender Condition”) and is subject to the satisfaction or waiver of certain other merger conditionsRegistrant.

~~The Merger~~Prior ~~Agreement provides that, subject~~ to the ~~Minimum~~Offer ~~Tender Condition~~ and ~~following~~ the ~~consummation~~Merger, Parent owned 81.1% of the ~~Offer,~~Company’s ~~Merger~~issued ~~Sub~~and ~~will merge~~outstanding ~~with~~Shares. ~~and~~As ~~into~~a ~~the~~result ~~Company~~of (the “Offer and the Merger”), ~~with~~ the Company ~~surviving~~became ~~the Merger as~~ a wholly -owned ~~subsidiary~~ subsidiary of Parent as of the Effective Time. The ~~Merger~~aggregate ~~will~~cash beconsideration ~~governed~~paid by ~~Section 253 of~~Parent in the ~~General~~Offer ~~Corporation~~and ~~Law~~the ofMerger ~~the~~is ~~State~~approximately $1.7 million, exclusive of ~~Delaware.~~related Astransaction afees ~~result, no~~and ~~stockholder~~expenses. ~~vote~~Parent ~~will~~funded besuch ~~required~~consideration towith ~~consummate~~cash ~~the~~on ~~Merger~~hand.

~~At the~~- ~~effective~~1 time of the Merger (the “Effective Time”), (i) each Share owned by the Company as treasury stock or owned by Parent, Merger Sub or any other direct or indirect wholly owned subsidiary of Parent will be cancelled for no consideration and (ii) each other Share outstanding immediately before the Effective Time (other than Shares for which appraisal rights have been properly demanded and not withdrawn or lost) will be cancelled and converted into the right to receive, upon their surrender, an amount equal to the Offer Price, without interest thereon and subject to any withholding of taxes (the “Merger Consideration”). The Acquiring Parties have informed the Company that they intend to fund the payment of the aggregate Merger Consideration with cash on hand. The Merger is not subject to a financing condition.-

The disclosures set forth in Items 2.01, 5.03 and 8.01 of this Current Report on Form 8-K are incorporated into this Item 5.01.

~~Tender Offer~~Item ~~Closing,~~5.02 ~~regardless~~Departure of ~~Minimum~~Directors ~~Tender~~or ~~Condition~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Regardless of~~At ~~whether~~ the ~~Minimum~~Effective ~~Tender~~Time, ~~Condition~~Ronald isL. ~~satisfied~~McDaniel, D. Roger Griffin, Lael E. Boren, William E. Nielsen, John J. Martorana and Martha ~~subject~~R. toSonger ceased serving as members of the ~~satisfaction~~Company’s orboard ~~waiver~~of bydirectors. ~~Merger~~Also, ~~Sub~~at orthe ~~Parent~~Effective Time, Richard VanDeusen became a director of the ~~Offer Conditions~~Company, ~~Merger~~joining ~~Sub~~Gregory ~~will~~L. ~~promptly~~King ~~after~~on its board. In addition, at the ~~Expiration~~Effective ~~Date~~Time, ofD. Roger Griffin and William E. Nielsen ceased being the ~~Offer~~Company’s ~~accept~~President ~~for~~and ~~payment~~Chief ~~all~~Executive ~~Shares~~Officer ~~tendered~~and (the Company’s Chief Financial Officer, respectively, with Gregory L. King succeeding Mr. Griffin as President of the Company and ~~not~~John ~~validly~~G. ~~withdrawn)~~Kuhnash succeeding Mr. Nielsen as Chief Financial ~~under~~Officer. The above departures were solely in connection with the ~~Offer~~Merger and ~~promptly~~not ~~thereafter~~a ~~pay~~result ~~for~~of ~~such~~any ~~Shares~~disagreement with the Company, its management or its board of directors.

~~Special~~Gregory L. King is President and Chief Executive ~~Committee~~Officer of Parent, a position he has held since October 2020. Prior to that, Mr. King was President and ~~Board~~CEO ~~Approval~~of The Harris Waste Management Co. (a wholly-owned subsidiary of Parent) from April 2016 to December 2020. Mr. King became a member of the board of directors of the Company on September 4, 2021. He was also President of Merger ~~Agreement~~Sub since its formation in March 2022.

~~On March~~John ~~23,~~G. ~~2022,~~Kuhnash awas ~~special~~appointed ~~committee~~Vice ~~(the~~President ~~“Special Committee”) consisting the sole independent~~ and ~~disinterested member~~ ofChief ~~the~~Financial ~~Company’s~~Officer ~~Board~~ of ~~Directors~~Parent ~~(the~~in ~~“Board”)~~October ~~(a)~~2021. ~~determined~~Previously, ~~that~~Mr. ~~the~~Kuhnash ~~Merger~~was ~~Agreement~~Chief ~~and~~Financial ~~the~~Officer ~~transactions contemplated~~for ~~thereby,~~Down-Lite ~~including the Offer and the Merger~~International, ~~are~~Inc. from ~~advisable,~~April ~~fair~~2018 to, ~~and~~October ~~in the best interests of~~2021, ~~the Company~~ and ~~the~~Chief ~~Unaffiliated Stockholders;~~Financial ~~(b)~~Officer ~~recommended~~for ~~that~~Thyssenkrupp ~~the~~Bilstein ~~Unaffiliated~~of ~~Stockholders~~America, ~~accept~~Inc. ~~the~~from ~~Offer~~October ~~and~~2015 ~~tender their Shares~~ to ~~Merger~~January ~~Sub pursuant to the~~2018. ~~Offer;~~He ~~and~~was ~~(c)~~also ~~recommended~~Treasurer ~~that~~of ~~the~~Merger ~~Board~~Sub ~~take~~since ~~the~~its ~~actions~~formation ~~described~~in ~~below~~March 2022.

~~On March~~Richard ~~23,~~VanDeusen ~~2022,~~was ~~the~~a ~~Board,~~director ~~acting upon the recommendation~~ of ~~the Special Committee, (i) determined that the~~ Merger ~~Agreement and the~~Sub ~~transactions~~since ~~contemplated~~its ~~thereby,~~formation ~~including~~in ~~the~~March ~~Offer~~2022. ~~and~~He ~~the~~is ~~Merger,~~also ~~are~~President ~~advisable, fair to,~~ and inGeneral ~~the~~Manager ~~best interests~~ of, ~~the~~The ~~Company and~~Harris ~~its~~Waste ~~stockholders,~~Management ~~(ii) approved and adopted the Merger Agreement and declared it advisable for the Company to enter into the Merger Agreement and consummate the transactions contemplated thereby~~Group, ~~including the Offer and the Merger~~Inc., ~~(iii)~~a ~~approved~~position ~~the execution, delivery~~he ~~and~~has ~~performance~~held bysince ~~the~~December ~~Company~~2020. ofPrior ~~the~~to ~~Merger Agreement and the consummation of the transactions contemplated thereby~~that, ~~including~~Mr. ~~the~~VanDeusen ~~Offer and~~was ~~the~~Vice ~~Merger~~President, ~~and~~Finance ~~(iv) recommended that the stockholders~~ of ~~the~~Altisource ~~Company~~from ~~accept~~April ~~the~~2019 ~~Offer~~until ~~and~~December ~~tender their Shares to Merger Sub pursuant~~2020. toFrom ~~the~~February ~~Offer,~~2016 inuntil ~~each~~February ~~case,~~2019 onhe ~~the~~was ~~terms~~Senior ~~and~~Vice ~~subject~~President toof ~~the~~Recycling ~~conditions~~at ~~set~~WestRock ~~forth in the Merger Agreement~~Company.

~~Representations~~In connection with the above succession appointments of Messrs. King, ~~Warranties~~Kunash and ~~Covenants~~VanDeusen (each, an “Appointee”): (i) there are no arrangements or understandings between the Appointee and any other person; (ii) no material plan, contract or arrangement has been entered into with the Appointee, and no such plan, contract or arrangement with an Appointee has been materially amended; and (iii) no grant of any award to the Appointee or modification of an existing award has been made. Moreover, none of the Appointees has a family relationship with any director or other executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer. Also, except for their roles as directors and/or executive officers of Parent or its other subsidiaries, none of the Appointees has a direct or indirect material interest in any transaction that would require reporting under Item 404(a) of Regulation S-K.

~~The Merger~~Item ~~Agreement~~5.03 ~~contains~~Amendments ~~representations~~to ~~and~~Articles ~~warranties and covenants~~ of ~~the~~Incorporation ~~parties~~or ~~customary~~Bylaws; ~~for~~Changes ain ~~transaction~~Fiscal ~~of this nature, including covenants regarding the operation of the Company’s business before the Effective Time~~Year-End.

~~The Company~~Pursuant isto ~~restricted~~the byterms of the Merger Agreement, ~~from~~as ~~soliciting~~of ~~third-party~~the ~~proposals~~Effective ~~relating to alternative transactions and~~Time, ~~subject to~~the ~~certain~~Company’s ~~exceptions~~Certificate toof ~~permit~~Incorporation ~~the~~and ~~Board~~Bylaws towere ~~comply~~amended ~~with~~and ~~its~~restated. ~~fiduciary~~Copies of ~~duties,~~the ~~from~~Amended ~~providing information~~ and ~~entering~~Restated ~~into~~Certificate ~~discussions in~~of ~~connection~~Incorporation ~~with~~and ~~alternative~~Amended ~~transactions.~~and ~~Prior~~Restated toBy-laws ~~the acceptance time~~ of the ~~Offer,~~Company ~~under~~effective ~~specified~~as ~~circumstances,~~of the ~~Board (upon~~ ~~recommendation~~Effective ofTime ~~the~~are ~~Special~~filed ~~Committee)~~as ~~may~~Exhibits ~~change~~3.1 ~~its~~and ~~recommendation~~3.2 to ~~the~~this ~~Company’s~~Current ~~stockholders~~Report ~~regarding~~on ~~the~~Form 8-K, respectively, ~~Offer~~and inare ~~response~~incorporated toherein aby ~~Superior Proposal (as defined in the Merger Agreement)~~reference.

~~The Merger~~- ~~Agreement~~2 ~~may be terminated by the Company or Parent under certain circumstances set forth in the Merger Agreement, including subject to certain limitations, if the Offer has not concluded by May 31, 2022.~~-

~~The foregoing~~Item ~~description of the Merger Agreement is not complete and is qualified in its entirety by reference to the Merger Agreement, which is attached as Exhibit 2~~8.101 toOther ~~this report and incorporated herein by reference.~~Events

~~The Merger~~Pursuant ~~Agreement~~to ~~and~~ the ~~foregoing description of the~~ Merger Agreement, ~~have~~the Company ~~been~~will ~~included~~file toa ~~provide~~Form ~~investors~~15 with ~~information regarding~~ the ~~terms~~SEC ofon ~~the~~May ~~Merger~~31, ~~Agreement.~~2022, ~~It is not intended~~ to ~~provide~~commence ~~any other factual information about~~ the ~~Company.~~process ~~The representations, warranties and covenants contained in the Merger Agreement were made only as~~ of ~~specified~~terminating ~~dates for~~ the ~~purposes~~registration of ~~such~~its ~~agreement, were~~common ~~solely~~stock ~~for~~under ~~the~~Section ~~benefit~~12(g) of the ~~parties~~Securities toExchange ~~such~~Act ~~agreement~~of 1934, ~~may~~as beamended ~~subject~~(“Exchange toAct”) ~~qualifications~~ and ~~limitations~~to ~~agreed~~suspend ~~upon~~the Company’s byobligations ~~such~~to ~~parties and~~file ~~were~~periodic ~~negotiated~~reports with the ~~principal~~SEC. ~~purpose~~As ofa ~~allocating~~result ~~risk~~of ~~between~~filing the ~~parties,~~Form ~~rather~~15 ~~than~~with ~~establishing~~the ~~matters~~SEC, ~~as facts. Such~~the ~~representations,~~Company’s ~~warranties~~obligations ~~and covenants may also be subject~~ to afile ~~contractual~~periodic ~~standard~~reports ofwith ~~materiality~~the ~~different~~SEC, ~~from~~including ~~those~~Form ~~generally applicable~~10-K, ~~to investors. Accordingly~~10-Q, ~~investors~~and ~~should~~8-K ~~not~~will ~~rely~~be onimmediately ~~such~~suspended. The ~~representations,~~Company ~~warranties~~expects ~~and covenants as characterizations of~~ the ~~actual~~deregistration ~~state~~to ofbecome ~~facts~~effective or90 ~~circumstances~~days ~~described~~after ~~therein.~~filing ~~Information concerning~~ the ~~subject~~Form ~~matter~~15. ofDuring ~~such~~this ~~representations~~90-day period, ~~warranties~~the Company and ~~covenants~~certain ~~may~~beneficial ~~change~~owners ~~after~~will ~~the~~remain ~~date~~subject ofto the ~~Merger~~SEC’s ~~Agreement,~~proxy ~~which~~rules ~~subsequent~~and ~~information~~beneficial ~~may~~ownership ~~or may not be fully reflected in the~~reporting ~~parties’ public disclosures~~requirements.

3As of the Effective Time, the Company became a wholly-owned subsidiary of Parent. Accordingly, the Company’s common stock will no longer be quoted on the Pink Sheets after the Effective Time.

Additional Information and Where to Find It

Item 9.01	Financial Statements and Exhibits.

Exhibit No.	Description

In connection with the proposed Merger, Merger Sub will commence a tender offer for the outstanding shares of common stock of the Company. The tender offer has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of common stock of the Company, nor is it a substitute for the tender offer materials that Parent and Merger Sub will file with the Securities and Exchange Commission (the “SEC”) upon commencement of the tender offer. On the commencement date of the tender offer, a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, will be filed with the SEC by Parent and Merger Sub, a Solicitation/Recommendation Statement on Schedule 14D-9 will be filed with the SEC by the Company, and a Schedule 13E-3 transaction statement will be filed by the Company and certain other persons, including Parent. The offer to purchase Shares will only be made pursuant to the offer to purchase, the letter of transmittal and related documents filed as a part of the Schedule TO. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE TENDER OFFER STATEMENT, THE SOLICITATION/RECOMMENDATION STATEMENT REGARDING THE OFFER AND THE SCHEDULE 13E-3 TRANSACTION STATEMENT, AS THEY MAY BE AMENDED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of these materials (when available) and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to the exchange agent for the tender offer which will be named in the tender offer statement. Copies of the Company’s filings with the SEC may be obtained free of charge at the “Corporate Information” section of the Company’s website at www.intl-baler.com. or by directing a request to: International Baler Corporation, 5400 Rio Grande Avenue, Jacksonville, Florida 32254 by telephone at (904) 358-3812.

2.1*	Agreement and Plan of Merger dated March 23, 2022, by and among International Baler Corporation, Avis Industrial Corporation, and AIC Merger Sub, Inc (incorporated by reference to Exhibit 2.1 in the Company’s Form 8-K filed on March 25, 2022).
3.1	Amended and Restated Certificate of Incorporation of International Baler Corporation as of May 27, 2022.
3.2	Amended and Restated By-laws of International Baler Corporation as of May 27, 2022.
104	Cover Page Interactive Data File (embedded within the inline XBRL document).

Forward-Looking Statements

Certain statements in this Current Report on Form 8-K are “forward-looking statements.” These statements relate to future events or and involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from those expressed or implied by any forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “could,” “would,” “should,” “expect,” and variations of those words. The Company has based these forward-looking statements on its current expectations, assumptions, estimates and projections. While the Company believes these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond the Company’s control, including among others: (i) whether the Offer conditions will be satisfied; (ii) whether the Minimum Tender Condition will be satisfied, so the Company can effectuate the Merger; (iii) the possibility that it may be more difficult to conduct business as usual or maintain relationships with customers, employees or suppliers; and (iv) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.	Description
2.1*	Agreement and Plan of Merger dated March 23, 2022 by and among International Baler Corporation, Avis Industrial Corporation, and AIC Merger Sub, Inc.
104	Cover Page Interactive Data File (embedded within the inline XBRL document

* Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

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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.

		INTERNATIONAL BALER CORPORATION
Date: May 31, 2022	INTERNATIONAL BALER CORPORATION
Date: March 25, 2022		By: /s/ Roger Griffin
	By:	/s/ Gregory L. King
		Name: D. Roger Griffin
	Name: Gregory L. King
		Title: President and Chief Executive Officer
	Title: President

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Filing Compare · INTERNATIONAL BALER CORP