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) ~~February~~March 2214, 2023

ALLIED HEALTHCARE PRODUCTS, INC.
(Exact name of Company as specified in its charter)

Delaware	0-19266	25-1370721
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1720 Sublette Avenue, St. Louis, Missouri
(Address of principal executive offices)

63110
(Zip Code)

Company’s telephone number, including area code

(314) 771-2400

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 Company under any of the following provisions:

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))

Indicate by check mark whether the Company is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging Growth Company ¨

If an emerging growth company, indicate by check mark if the Company 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. ¨

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, $.01	AHPI	The NASDAQ Stock Market, LLC

Item 1.01 Entry into a Material Definitive Agreement

On ~~February~~March 2214, 2023, ~~Allied~~Summit ~~Healthcare~~Financial ~~Products~~Resources, ~~Inc.~~LLC (~~the~~ “~~Company~~Summit”) ~~entered~~sold ~~into~~and anassigned ~~amendment~~its ~~(the~~interest ~~“Amendment”)~~in to the ~~Company’s~~existing Loan and Security Agreement, ~~with~~dated ~~Summit~~February ~~Financial~~27, ~~Resources~~2017, ~~LLC~~ ~~dated~~by ~~effective~~and ~~February~~between 27Summit and Allied Healthcare Products, ~~2017~~Inc. (the “Company”) as previously amended, (the “Credit Agreement”). ~~The~~to ~~Amendment~~Sterling isCommercial Credit, ~~effective~~LLC as(“Sterling”). Simultaneously with the assignment of ~~February 19~~the Credit Agreement from Summit to Sterling, ~~2023~~the ~~and~~Company entered ~~amends~~into a 9th Amendment to the Credit Agreement with Sterling. The 9th Amendment amends the Credit Agreement as follows:

- The ~~maturity~~maximum ~~date~~availability ofunder the Credit Agreement ~~was~~has ~~extended~~been ~~from~~increased ~~February~~to 20$2,500,000.00 ~~2023~~and tothe ~~March~~Company ~~10,~~may ~~2023.~~now include inventory in the borrowing base;

- InThe ~~consideration~~interest ofrate ~~the~~on ~~extension~~outstanding ofamounts ~~the~~was ~~maturity~~amended ~~date,~~to ~~the~~6.5% ~~Company~~over ~~will~~the ~~pay~~prime anrate, ~~extension~~as ~~fee~~defined toin the ~~lender~~Credit ~~of up to $42,500 as follows:~~Agreement;

- AThe ~~first~~accounts ~~installment~~receivable ofadministration ~~$8,000~~fee ~~paid~~was ~~upon~~amended ~~signing~~to ~~of the amendment,~~0.6%;

- AThe ~~second~~maturity ~~installment~~date of ~~$14,500~~the ~~payable~~Credit onAgreement ~~February~~was 28extended to September 9, 2023,; and

- AThe ~~third~~Company ~~installment~~paid ofa ~~$20,000~~fee ~~payable~~associated onwith ~~March 6, 2023, provided that if~~ the ~~entire~~9th ~~loan~~Amendments ~~balance~~of ~~is paid down by March 3~~$50, ~~2023, this installment will be waived~~000.

~~The~~As ~~foregoing~~part ~~summary~~ of the ~~amendment~~9th toAmendment, the ~~Credit~~Company ~~Agreement~~acknowledged ~~is qualified~~that indefaults ~~its~~existed ~~entirety~~under ~~by reference to~~ the ~~Seventh~~Credit ~~Amendment to Loan and Security~~ Agreement, adue ~~copy~~to ofthe ~~which~~following isevents ~~filed herewith as Exhibit 99.1,~~ and ~~incorporated by reference herein.~~circumstances:

~~Item~~- ~~5.02~~The ~~Departure~~occurrence of ~~Directors~~a ormaterial ~~Certain~~adverse ~~Officers;~~effect ~~Election~~under ofthe ~~Directors;~~Credit ~~Appointment~~Agreement ofdue ~~Certain~~to ~~Officers;~~the ~~Compensatory~~Company’s ~~Arrangements~~notice ofto ~~Certain~~employees ~~Officers~~pursuant to the Worker Adjustment and Retraining Notification Act on December 19, 2022,

~~(c) On February~~- ~~22,~~The ~~2023,~~resignations of the ~~Board~~Company’s ofPresident ~~Directors~~and ~~(the~~Chief ~~“Board”)~~Executive ofOfficer, ~~the~~Joe ~~Company~~Ondrus ~~approved~~and ~~the~~Vice ~~appointment~~President - Operations, Kevin Kroupa which caused a change of control under the ~~following~~Credit ~~officers:~~Agreement;

- ~~Akash~~The ~~Amin,~~Company’s ~~age 31~~failure, ~~was~~on ~~appointed~~or asprior ~~President~~to ~~and~~February ~~Chief~~19, ~~Restructuring~~2023 ~~Officer~~to ofcomply with the ~~Company.~~following ~~Mr.~~covenants ~~Amin~~that iswere apart ~~Director~~ of the ~~consulting~~Sixth ~~firm~~Amendment ~~MorrisAnderson~~to Loan and ~~has~~Security ~~been~~Agreement ~~employed~~which ~~since~~was ~~September~~executed ~~2018.~~on ~~Mr.~~January ~~Amin~~30, ~~has~~2023: ~~held interim-management positions as~~ (a) ~~CFO~~enter ~~and~~into ~~Financial~~an ~~Advisor~~agreement with ~~underperforming~~a ~~and~~stalking ~~bankrupt~~horse ~~companies,~~bidder ~~and~~for ~~has~~the ~~optimized~~sale ~~recoveries~~of inthe ~~liquidations,~~Company’s ~~receivership,~~business; ~~and~~(b) ~~bankruptcy~~enter ~~sales.~~into ~~Prior~~an toagreement ~~joining~~for ~~MorrisAnderson,~~an ~~Mr.~~alternative ~~Amin~~restructuring ~~founded~~transaction ~~and~~in ~~was~~regards ~~CEO~~to ofthe aCompany’s ~~management~~business ~~consulting~~and/or ~~firm~~assets; ~~where~~or he(c) ~~performed~~engage ~~interim~~an ~~management~~auctioneer ~~services,~~to ~~buy~~facilitate ~~and~~the ~~sell-side~~sale ~~M&A~~of ~~financial~~the ~~due~~Company’s ~~diligence~~machinery, ~~strategic advisory~~equipment, and ~~post-acquisition~~Inventory, ~~operational integration. Mr. Amin is a Certified Turnaround Professional (CTP).~~and

- ~~Mark~~The ~~Welch,~~Company’s ~~age~~failure ~~57,~~to ~~was~~provide ~~appointed~~notice ~~as Vice-President and Assistant Chief Restructuring Officer~~ of ~~the~~its ~~Company.~~receipt ~~Mr. Welch is a Principal~~ of ~~MorrisAnderson.~~certain ~~Mr.~~payments ~~Welch~~on isaccounts ~~a CPA~~ and isdeliver aover ~~Certified~~such ~~Turnaround~~receipts ~~Professional~~pursuant ~~(CTP).~~to Mr. Welch has been employed with MorrisAnderson since January 1998. Mr. Welch has held interim-management positions as a CFO, CRO, CEO and Financial Advisor with underperforming and bankrupt companies, and has optimized recoveries in liquidations, receivership, and bankruptcy sales. He has specific expertise in environmental resolution, bankruptcy, forensic accounting, cost reduction, asset recovery, restructuring plans and liquidation. He has also testified in state and federal courts as an expert witness, prepared fraud cases for the ~~government~~Credit ~~and testified in bankruptcy court~~Agreement.

~~Neither~~Pursuant ~~Mr.~~to ~~Welch~~the ~~nor~~9th ~~Mr.~~Amendment, ~~Amin~~Sterling ~~will~~granted ~~receive~~forbearance with ~~compensation~~respect ~~for~~to ~~their services~~the ~~which~~above ~~are~~events ~~being~~of ~~provided~~default asuntil ~~part~~the earlier to occur of ~~MorrisAnderson’s~~March ~~restructuring~~27, ~~services~~2023, toor the occurrence of any new event of default under the Credit Agreement. As a result, the loan has not been accelerated and the Company remains able to borrow under the Credit Agreement. At the time of the execution of the 9th Amendment there was $1,840.40 outstanding under the Credit Agreement.

~~Each~~The foregoing summary of ~~Mr.~~the ~~Welch~~9th ~~and~~Amendment ~~Mr.~~is ~~Amin~~qualified in ~~entered~~its ~~into~~entirety ~~indemnification~~by ~~agreements with~~reference to the ~~Company~~Ninth inAmendment ~~the~~to ~~form~~Loan and Security Agreement, a copy of which is filed herewith as Exhibit 99.21, and ~~with~~incorporated ~~this~~by ~~report~~reference ~~on Form 8-K~~herein.

~~(e) On February~~Item ~~22,~~2.04 ~~2023,~~Triggering ~~the~~Events ~~Board~~That ~~adopted~~Accelerate ~~the~~or ~~following~~Increase ~~compensatory~~a ~~arrangements~~Direct ~~which~~Financial ~~will~~Obligation ~~benefit~~or ~~the~~an ~~Company’s~~Obligation ~~Chief~~under ~~Financial~~an ~~Officer, Mr.~~Off-Balance ~~Daniel~~Sheet CArrangement. ~~Dunn:~~

The ~~Board~~disclosures approved establishing a bonus pool for certain employees to provide incentives to remain employed with the Company and to maximize the value of the Company during the sale process that was previously approved by the Board and disclosed in aItem ~~report on Form 8-K on January 31, 2023~~1.01 ~~The~~above ~~bonus~~are ~~pool will consist of 2.0% of the aggregate~~incorporated ~~net proceeds, if any, resulting from any sales of the Company’s assets or business. Participants~~ in ~~the~~this ~~bonus~~Item ~~pool include key employees of the Company, including Mr~~2.04 ~~Dunn,~~by ~~who will have a 25~~reference.~~0% share of any amount in the bonus pool.~~

~~The~~Item ~~Board also approved a retention bonus for Mr~~2.05 ~~Dunn~~Costs inAssociated ~~the~~with ~~amount of~~Exit ~~$35,000,~~or ~~subject~~Disposal ~~to the condition that he does not voluntarily terminate his employment prior to the completion of the sale process.~~Activities

As previously reported, on December 19, 2022, the Board of Directors of Allied Healthcare Products, Inc. (the “Company”) approved a reduction in force that will impact employees of its St. Louis, Missouri manufacturing facilities and certain employees of its administrative offices. Affected employees have been provided pre-termination notices as required by the federal Worker Adjustment and Retraining Notification (“WARN”) Act and applicable state laws. The reduction in force was adopted in response to the Company’s ongoing losses from operations. At the time of the notice, the reduction in force was expected to result in the termination of substantially all of the Company’s union employees, which would have triggered withdrawal liabilities owed to certain multiemployer pension plans which were most recently estimated by such pension plans to be $17.5 million.

On March 16, 2023, the Company announced that its restructuring efforts have resulted in the retention of 72 employees at its St. Louis headquarters location, including 37 union production employees. The Company is in ongoing discussions with the multiemployer pension plans regarding the status of its withdrawal liability, however it is the Company’s position that the retention of the union employees means such withdrawal liability has not been triggered at this time.

Item 2.06 Material Impairments

The disclosures in Item 2.05 above are incorporated in this Item 2.06 by reference.

Item 8.01 Other Events

A copy of the Company’s press release discussing the recent results of its restructuring efforts is filed herewith as Exhibit 99.2, and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(a) Not applicable. (b) Not applicable. (c) Not applicable. (d) Exhibits.

(b) Not applicable.

	Exhibit Number	Description

	99.1	Ninth Amendment to Loan and Security Agreement, dated effective as of March 14, 2023, by and between Allied Healthcare Products, Inc. and Sterling Commercial Credit, LLC, successor in interest to Summit Financial Resources, LLC

	99.2	Press release of the Company, dated March 16, 2023

	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

(d) Exhibits.

	Exhibit
	Number	Description
	99.1	Seventh Amendment to Loan and Security Agreement, dated effective as of February 19, 2023, by and between Allied Healthcare Products, Inc. and Summit Financial Resources, LLC
	99.2	Form of Indemnification Agreement between the Company and Mssrs. Welch and Amin, dated February 22, 2023
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

	ALLIED HEALTHCARE PRODUCTS, INC.
Date: February 27, 2023	By:	/s/ Daniel C. Dunn
Date: March 16, 2023	By:	/s/ Daniel C. Dunn
		Daniel C. Dunn
		Chief Financial Officer

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