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): October 331, 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 38.01. -Other ~~Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing~~Events

~~The~~On ~~NYSE~~October ~~Regulation~~31, ~~Department~~2023, each of ~~NYSE~~the ~~American~~following ~~LLC~~agreements ~~(the~~expired ~~“NYSE~~in ~~American”)~~accordance ~~has~~with ~~reviewed~~its ~~the~~terms: ~~extension~~(i) ~~request~~Accommodation byAgreement among Unique Fabricating, Inc. ~~(“Unique~~and ~~Fabricating”~~its orsubsidiaries (the “Company”) and ~~granted~~General anMotors ~~extension~~LLC, inFCA ~~accordance~~US ~~with~~LLC, ~~continued~~FCA ~~listing~~Mexico, ~~standards~~SA ~~set~~and ~~forth~~FCA ~~in Sections~~Canada ~~134~~Inc. and ~~1101~~Yanfeng ofAutomotive ~~the~~Interiors, ~~NYSE’s~~certain ~~Listed~~other customers of the Company ~~Manual~~(“Customers”), ofand ~~Unique~~Citizens ~~Fabricating’s~~Bank ~~failure~~National toAssociation, ~~file~~in its ~~Form~~capacity ~~10-K~~as ~~for~~ the ~~fiscal~~Agent ~~year~~(the ~~ended~~“Agent”) ~~December~~for ~~31,~~the ~~2022~~financial ~~and~~institutions ~~Form~~party ~~10-Qs~~(the ~~for~~“Lenders”) to the ~~periods~~Amended ~~ended~~and ~~March~~Restated 31Credit Agreement, ~~2023~~dated ~~and~~November ~~June~~8, 302018, ~~2023~~as amended (the “~~Delayed~~Credit ~~Filings~~Agreement”), ~~with~~including by the ~~Securities~~Forbearance ~~and~~Agreement ~~Exchange~~(as ~~Commission~~hereinafter defined) and (~~“SEC”~~ii) inthe aForbearance ~~timely~~Agreement, ~~manner~~entered into on May 22, 2023, among Unique Fabricating NA, Inc. and Unique-Intasco Canada, Inc. and their parent Unique Fabricating, Inc. and the Agent and the Lenders (the “Forbearance Agreement”).

AsThe ~~previously~~Accommodation ~~disclosed,~~Agreement ~~Unique~~provides ~~Fabricating~~for ~~fell~~specified ~~out~~price ofincreases ~~compliance~~to ~~with~~be ~~continued~~paid ~~listing~~by ~~standards~~Customers asduring athe ~~result~~term ofor ~~these~~other ~~Delayed~~funding ~~Filings.~~to ~~The~~be ~~NYSE~~provided ~~American~~by ~~originally~~Customers ~~had~~to ~~granted~~ the Company anthrough ~~extension,~~the ~~through~~purchase ~~September~~by ~~30,~~Customers ~~2023,~~of a junior tranche of debt to ~~remedy~~be established under the ~~issue.~~Credit OnAgreement ~~September~~of ~~19,~~up ~~2023,~~to ~~Unique~~$15 ~~Fabricating~~million ~~submitted~~in athe ~~plan~~aggregate. ~~for~~Customers ~~continued~~also ~~listing,~~agreed ~~and,~~not onto ~~October~~exercise 3,certain ~~2023,~~rights ~~the~~of ~~NYSE~~set ~~American~~off, ~~granted~~recoupment, andeduction ~~extension~~or ~~through~~defense ~~March~~and ~~31,~~not ~~2024~~to ~~for~~resource ~~the~~production ~~Company~~of component parts to ~~cure~~other ~~its~~suppliers ~~filing~~during ~~deficiency~~the term.

~~Pursuant~~The toCredit ~~Section~~Agreement ~~1007~~terminates ofon ~~the~~November ~~Company Guide~~8, an2023. ~~issuer~~As isof ~~required~~October to31, ~~submit~~2023, anthere ~~extension~~were ~~request~~outstanding ~~when~~senior itsecured isborrowings ~~unable~~of to$35.6 ~~cure~~million ~~the~~and ~~filing~~junior ~~deficiency~~tranche ~~within~~borrowings ~~the~~of ~~initial~~$6.4 ~~six-month~~million ~~period~~under of the ~~maximum~~Credit ~~12-month~~Agreement. ~~cure~~As ~~period~~of ~~from~~the ~~when~~date ithereof, ~~became~~the ~~delinquent.~~Company Acontinues ~~company’s~~to ~~common~~have ~~stock~~access ~~will~~to ~~continue~~borrowings tounder bethe ~~listed~~line ~~and~~of ~~traded~~credit onunder the ~~NYSE~~Credit ~~during~~Agreement. ~~the~~There ~~cure~~can ~~periods,~~be ~~subject~~no toassurance athat ~~company’s~~it ~~compliance~~will ~~with~~continue ~~other~~to ~~continued~~be ~~listing~~the ~~requirements~~case. ~~The~~If ~~current~~the ~~noncompliance~~Company ~~with~~is ~~the~~not ~~NYSE~~able ~~listing~~to ~~standards~~obtain ~~does~~extensions ~~not~~of ~~affect~~ the ~~Company’s~~Credit ~~ongoing~~Agreement, ~~business~~the ~~operations~~Forbearance orAgreement, ~~its~~and ~~SEC~~the ~~reporting~~Accommodation ~~requirements~~Agreement, ~~nor does~~ it ~~trigger~~may ~~any~~be ~~violation~~forced ofto ~~its~~seek ~~material~~protection ~~debt~~under orthe ~~other~~federal ~~obligations.~~bankruptcy laws.

~~Unique~~Safe ~~Fabricating~~Harbor has been engaged in reviewing and continues to review strategic alternatives, including a process for the sale of its business to a qualified buyer, in accordance with fixed milestones in agreements with its bank lenders and certain key customers which contemplate completion of the sale process by no later than October 31, 2023.Statement

~~The~~Except ~~Company~~for ~~can~~the ~~provide~~historical noinformation ~~assurances~~contained herein, the matters discussed herein include forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995 that itare ~~will~~subject beto ~~able~~risks and uncertainties. Forward-looking statements relate to ~~regain~~future ~~compliance~~events ~~with~~or to future financial performance and involve known and unknown risks, uncertainties, and other factors that may cause the ~~NYSE’~~Company's ~~continued~~or ~~listing~~the ~~standards~~Company's industry's actual results, levels of activity, performance or ~~otherwise~~achievements ~~maintain~~to ~~the~~be ~~listing~~materially different from any future results, levels of ~~its~~activity, ~~shares~~performance, onor ~~the~~achievements ~~NYSE~~expressed or ~~that~~implied ithereby. Words such as “may,” “will,” ~~comply~~“could,” ~~with~~“would,” ~~the~~“should,” ~~milestones~~“anticipate,” “predict,” “potential,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “outlook,” and similar expressions are used to identify these forward-looking statements. Such forward-looking statements include statements regarding, among other things, our expectations about future performance or events. All such forward-looking statements are based on management’s present expectations and are subject to certain factors, risks and uncertainties that may cause actual results, outcome of events, timing and performance to differ materially from those expressed or implied by such statements. These risks and uncertainties include, but are not limited to, those discussed in our Annual Report on Form 10-K for the ~~sale~~year ofended ~~its~~December ~~business~~31, 2021, as filed with the Securities and Exchange Commission and in particular the ~~agreements~~Section entitled “Risk Factors”, as well as any updates to those risk factors included from time to time in our periodic and current reports filed with ~~its~~the ~~bank~~Securities ~~lenders~~and Exchange Commission. All statements contained herein are made as of the date hereof , and ~~key~~Unique ~~customers~~Fabricating does not intend to update this information, unless required by law.

Item 9.01. Exhibits.

(d) Exhibits. The following exhibits are filed herewith:

EXHIBIT INDEX

Exhibit No.						Description
99.1						Unique Fabricating, Inc. press release date October 10, 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: October 10, 2023	By:	/s/ Brian P. Loftus
Date: November 3, 2023	By:	/s/ Brian P. Loftus
		Brian P. Loftus
		Chief Financial Officer

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