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) July 18, 2017 (July 12, 2017)

 

Amerinac Holding Corp.

(Exact name of registrant as specified in its charter)

 

Commission file number 000-30185

 

Delaware

 

20-4763096

(State or other jurisdiction
of incorporation)

 

 (I.R.S. Employer
Identification No.)

 

 

 

6002 Groveport Road

Groveport, OH

 

43125

(Address of principal
executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (614) 836-1050

 

Precision Aerospace Components, Inc.

351 Camer Drive

Bensalem, PA 19020

(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 (see General Instruction A.2. below):

 

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))

 

 
 
 
 

 

Item 1.01 Entry into a Material Definitive Agreement

 

On July 12, 2017, Amerinac Holding Corp. formerly known as Precision Aerospace Components, (the “Company” or “Amerinac”) entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Prime Metals & Alloys, Inc., a Delaware corporation, (“Prime Metals”) pursuant to which a newly created subsidiary of the Company will purchase all of the assets of Prime Metals for an aggregate purchase price of $9.6 million pursuant to an order of the Bankruptcy Court approving the sale under Section 363 of the Bankruptcy Code. On March 2, 2017, Prime Metals filed a voluntary petition for relief under chapter 11 of title of the United States Code (as amended, the “Bankruptcy Code”) in the United States Bankruptcy Court for the Western District of Pennsylvania (the “Bankruptcy Court”) at case no. 17-70164-JAD.

 

Pursuant to an order of the Bankruptcy Court, the Company paid a deposit of $0.5 million to be held in escrow. The deposit will be credited to the purchase price at Closing. Pursuant to the Asset Purchase Agreement, the Closing Date shall take place no later than August 18, 2017.

 

The foregoing descriptions of the Asset Purchase Agreement does not purport to be complete and are subject to, and qualified in their entirety by reference to the full text of the Asset Purchase Agreement, which will be included as part of an amended 8-K filing at the closing of the transaction.

 

Item 3.02 Unregistered Sales of Equity Securities

 

On July 17, 2017, the Company completed the final closing of a private placement (the “Private Placement”) with approximately 17 accredited investors (the “Investors”), pursuant to which the Company sold to the Investors a total of 75,500 shares of restricted common stock (the “Shares”) of the Company at a purchase price of $40.00 per share, and total consideration of $3.02 million. The Shares were offered and sold in reliance upon exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”) in reliance on Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder, as transactions by an issuer not involving a public offering. The subscription agreements executed in connection with the transactions disclosed above contain representations from the Investors to support our reasonable belief that: (i) the Investors either received or had access to adequate information concerning the Company’s operations and financial condition in order to make an informed investment decision, (ii) the Investors acquired the Shares for their own account for investment purposes only and not with a view to distribution thereof in the absence of an effective registration statement or an applicable exemption from registration, and (iii) the Investors are sophisticated within the meaning of Section 4(2) of the Securities Act and are “accredited investors” (as defined by Rule 501 under the Securities Act).

 

The Shares of common stock have not been registered under the Securities Act and may not be transferred or resold unless the transfer or resale is registered or unless exemptions from the registration requirements of the Securities Act and applicable state laws are available.

 

Item 5.03 Amendment to Article of Incorporation

 

Effective June 28, 2017, Precision Aerospace Components, Inc. changed its name to Amerinac Holding Corp. The name change was made pursuant to Delaware General Corporation Law Sections 228 and 242.

 

 
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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. 

 

 

Amerinac Holding Corp.

(Registrant)

       
Dated: July 19, 2017 By: /s/ John Wachter

 

Name:

John Wachter  
  Title: Chairman of the Board of Directors  

 

 

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