Item 1.01 Entry into a Material Definitive Agreement
The disclosures under Item 2.01 of this Current Report on Form 8-K are
incorporated into this Item 1.01 by reference.
Item 2.01 Completion of Acquistion or Disposition of Assets
On June 16, 2022 (the "Effective Date"), Allied Healthcare Products, Inc., a
Delaware corporation (the "Company"), entered into a Purchase and Sale Agreement
(the "Purchase Agreement"), with Fyler Storage Properties, LLC, a Missouri
limited liability company (the "Purchaser"), for the sale of certain real
property consisting of the Company's manufacturing facility located at 1720
Sublette Avenue and 5427-29 Northrup Avenue, St. Louis, Missouri (the
"Property"), for an aggregate purchase price of $8,300,000.00 (the "Purchase
Price"). Pursuant to the Purchase Agreement, the Company has agreed to lease
back the Property, subject to the material terms set forth below.
On June 21, 2022 the Company completed the sale of the Property to the Purchaser
for an aggregate purchase price of $8,300,000.00 (the "Purchase Price").
Pursuant to the Purchase Agreement, $1,500,000.00 of the Purchase Price (the
"Improvement Escrow") is subject to an escrow agreement to pay for the repair
and/or replacement of certain agreed upon work, including the roof, HVAC system
and certain lighting in the offices. The Purchase Agreement contains
representations, warranties and covenants of the Company and the Purchaser
customary for sale-leaseback transactions. Any funds remaining in the
Improvement Escrow will be paid to the Company when the improvements are
substantially completed.
As part of the transaction, a Commercial Lease dated as of June 21, 2022 (the
"Lease") was entered into between the Company and the Purchaser. Pursuant to the
Lease, the Company is leasing the Property for an initial term of fifteen years
and ten days, with five renewal options of five years each. The initial base
annual rental is $688,800 and is subject to an annual increase equal to two
percent of the rent of the expiring lease year. The Lease is a triple net lease
and the Company is responsible for all maintenance, repairs, insurance, taxes,
utilities and other costs of the occupancy and use of the Property. If an event
of default by the Company occurs under the terms of the Lease, among other
things, Purchaser is entitled to all of its remedies available at law or in
equity. Pursuant to the Lease, an amount equal to four (4) months of initial
rental payments ($229,600.00) is being held in escrow to guaranty the payment by
the Company of rent for the first two years of this Lease. Any funds remaining
in the rent escrow will be paid to the Company on July 1, 2024.
There are no material relationships between the Company and Purchaser or any of
their affiliates, directors, officers, or associates, other than in respect of
the transactions described above.
The foregoing summary does not purport to be complete and is qualified in its
entirety by reference to the full text of the Purchase Agreement and the Lease
filed as exhibits to this Current Report on Form 8-K.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
The disclosures under Item 2.01 of this Current Report on Form 8-K are
incorporated into this Item 2.03 by reference.
Item 9.01 Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
Exhibit
Number Description
99.1 Purchase and Sale Agreement by and between the Company and Fyler
Storage Properties, LLC , dated June 16, 2022
99.2 Commercial Lease by and between the Company and Fyler Storage
Properties, LLC , dated June 21, 2022
104 Cover Page Interactive Data File (Embedded within the Inline XBRL
document and included in Exhibit)© Edgar Online, source Glimpses
ALLIED HEALTHCARE PRODUCTS, INC. 
