Butler National Corp Terminates Agreement, Enters New Deal

Ticker: BUKS · Form: 8-K · Filed: Oct 30, 2024 · CIK: 15847

Sentiment: mixed

Topics: agreement-termination, new-agreement, security-holder-rights

TL;DR

Butler National Corp just terminated one deal and signed another. Big changes coming.

AI Summary

Butler National Corporation announced on October 29, 2024, the termination of a material definitive agreement. The company also disclosed material modifications to the rights of security holders and entered into a new material definitive agreement. The filing includes financial statements and exhibits related to these events.

Why It Matters

This filing indicates significant changes in Butler National Corporation's contractual relationships, which could impact its operations, financial standing, and shareholder rights.

Risk Assessment

Risk Level: medium — The termination of a material definitive agreement and entry into a new one, along with modifications to security holder rights, introduces uncertainty and potential financial or operational risks.

Key Players & Entities

FAQ

What was the nature of the material definitive agreement that was terminated?

The filing indicates the termination of a material definitive agreement, but the specific details of this agreement are not provided in the summary information.

What are the key terms of the new material definitive agreement entered into by Butler National Corporation?

The filing states that a new material definitive agreement was entered into, but the specific terms are not detailed in the provided summary.

How do the material modifications to the rights of security holders affect shareholders?

The filing mentions material modifications to the rights of security holders, but the exact nature and impact of these modifications are not specified in the summary.

What is the significance of the Regulation FD Disclosure mentioned in the filing?

The Regulation FD Disclosure item suggests that the company is providing information to ensure fair disclosure of material non-public information to all investors.

When was Butler National Corporation incorporated and what is its fiscal year end?

Butler National Corporation is incorporated in Kansas and its fiscal year ends on April 30.

Filing Stats: 861 words · 3 min read · ~3 pages · Grade level 11.2 · Accepted 2024-10-30 06:10:14

Filing Documents

01

Item 1.01 Entry into a Material Definitive Agreement. On October 29, 2024, Butler National Corporation (the "Company") and UMB Bank, N.A., as rights agent (the "Rights Agent"), entered into an amendment ("Amendment Two") to the Rights Agreement, dated as of August 2, 2011, between the Company and the Rights Agent (the "Rights Agreement") as filed as Exhibit 4.1 on the Company's registration on Form 8-A dated August 2, 2011, refiled as Exhibit 4.1 to the Company's Form 10-Q for the period ended October 31, 2016, and previously amended by Amendment One to the Rights Agreement dated July 22, 2021 filed as Exhibit 4.2 on the Company's 8-K filed July 26, 2021 is incorporated herein by reference. Amendment Two accelerates the expiration of the Company's preferred share purchase rights (the "Rights") under the Rights Agreement by amending the definition of "Final Expiration Date" under the Rights Agreement to mean "October 29, 2024." At the time of the termination of the Rights Agreement, all Rights distributed to holders of the Company's common stock pursuant to the Rights Agreement expired. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment Two, which is filed as Exhibit 4.1 to this report and incorporated herein by reference.

02

Item 1.02 Termination of a Material Definitive Agreement. The information set forth in Item 1.01 is incorporated herein by reference.

03

Item 3.03 Material Modification to Rights of Security Holders. The information set forth in Item 1.01 is incorporated herein by reference.

01

Item 7.01 FD Disclosure. On October 30, 2024, at the 2024 Annual Meeting of Shareholders of the Company, the Company intends to make an investor presentation (the "Investor Presentation"), a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information contained in this Current Report on Form 8-K, including the Investor Presentation, shall not be deemed "filed" for purposes of the Securities Exchange Act of 1934, as amended. This Form 8-K, including the Investor Presentation, may contain "forward-looking statements" within the meaning of the safe harbor provisions of the federal securities laws. These statements are based on the Company's expectations and involve risks and uncertainties that could cause our actual results to differ materially from those set forth in the statements. These risks are discussed in the Company's filings with the Securities and Exchange Commission ("SEC"), including an extensive discussion of these risks in the Company's Annual Report on Form 10-K for the year ended April 30, 2024. Such forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update or revise any forward-looking statement. If the Company does update any forward-looking statement, no inference should be drawn that it will make additional updates with respect to that statement or any other forward-looking statements.

Financial Statements and Exhibits

Financial Statements and Exhibits Exhibit No. Description 4.1 Amendment Two to Rights Agreement between Butler National Corporation and UMB Bank, N.A., dated October 29, 2024 99.1 Investor Presentation for the 2024 Annual Meeting of Shareholders of Butler National Corporation 104 Cover Page Interactive Date File (embedded within 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. BUTLER NATIONAL CORPORATION Date: October 30, 2024 /s/Tad M. McMahon Tad M. McMahon Chief Financial Officer

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