Broadwind, Inc. Files 8-K: Material Definitive Agreement

TL;DR

BWND filed an 8-K for a material definitive agreement - details to come.

AI Summary

Broadwind, Inc. announced on February 4, 2025, that it entered into a material definitive agreement. The filing also indicates modifications to the rights of security holders and includes financial statements and exhibits. Specific details of the agreement and its financial implications are not fully disclosed in this initial 8-K filing.

Why It Matters

This filing signals a significant new development for Broadwind, Inc., potentially impacting its business operations, financial standing, and shareholder value.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which could carry significant implications, but the lack of specific details in this initial report introduces uncertainty.

Key Players & Entities

• BROADWIND, INC. (company) — Registrant
• February 4, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• 001-34278 (company_id) — Commission File Number
• 88-0409160 (tax_id) — IRS Employer Identification No.
• 3240 S. CENTRAL AVENUE (address) — Business Address
• CICERO (city) — Business Address City
• IL (state) — Business Address State
• 60804 (zip_code) — Business Address Zip

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock , $0.001 par value BWEN The NASDAQ Capital Ma
• $7.26 — Stock, par value $0.001 per share, from $7.26 to $7.70 and (ii) extends the Final Exp
• $7.70 — r value $0.001 per share, from $7.26 to $7.70 and (ii) extends the Final Expiration D

Filing Documents

• bwen20250204_8k.htm (8-K) — 25KB
• ex_774758.htm (EX-4.1) — 20KB
• bwen20250204_8kimg001.jpg (GRAPHIC) — 4KB
• 0001437749-25-003014.txt ( ) — 191KB
• bwen-20250204.xsd (EX-101.SCH) — 3KB
• bwen-20250204_def.xml (EX-101.DEF) — 11KB
• bwen-20250204_lab.xml (EX-101.LAB) — 15KB
• bwen-20250204_pre.xml (EX-101.PRE) — 11KB
• bwen20250204_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On February 4, 2025, the Board of Directors of Broadwind, Inc. (the "Company") approved and the Company entered into a Fourth Amendment to Section 382 Rights Agreement (the "Fourth Amendment"), which amends the Section 382 Rights Agreement, dated as of February 12, 2013 (the "Rights Agreement"), between the Company and Equiniti Trust Company, formerly Wells Fargo, National Association ("Equiniti"), as rights agent, as amended by the First Amendment to Section 382 Rights Agreement dated as of February 5, 2016 (the "First Amendment"), the Second Amendment to Section 382 Rights Agreement dated as of February 7, 2019 (the "Second Amendment") and the Third Amendment to Section 382 Rights Agreement dated as of February 3, 2022 (the "Third Amendment"). Equiniti also serves as the Company's transfer agent. The Fourth Amendment (i) increases the purchase price for each one-thousandth of a share of the Company's Series A Junior Participating Preferred Stock, par value $0.001 per share, from $7.26 to $7.70 and (ii) extends the Final Expiration Date (as defined in the Rights Agreement) from February 22, 2025 to February 22, 2028. In addition, the Fourth Amendment provides that the Rights (as defined in the Rights Agreement) will no longer be exercisable if the Company's stockholders do not approve the Fourth Amendment at the Company's 2025 Annual Meeting of Stockholders. The Fourth Amendment was not adopted as a result of, or in response to, any effort to acquire control of the Company. The Fourth Amendment has been adopted in order to preserve for the Company's stockholders the long-term value of the Company's net operating loss carry-forwards for United States federal income tax purposes and other tax benefits. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Rights Agreement, which was filed with the Securities and Exchange Commission in a

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (a) Not applicable. (b) Not applicable. (c) Not applicable. (d) Exhibits. EXHIBIT INDEX Exhibit Number Description 4.1 Fourth Amendment to Section 382 Rights Agreement, dated as of February 4, 2025, between Broadwind, Inc. and Equiniti Trust Company, formerly Wells Fargo, National Association, as rights agent 104 Cover Page Interactive Data 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. Broadwind, Inc. (Registrant) By: /s/ Eric B. Blashford . Eric B. Blashford President and Chief Executive Officer Date: February 6, 2025

View Full Filing

View this 8-K filing on SEC EDGAR