AIR T INC : Entry into a Material Definitive Agreement, Financial Statements and Exhibits (form 8-K)

Published: 2021-10-13 16:31:14 ET AIRT

Item 1.01 Entry into a Material Definitive Agreement

On October 11, 2021, Insignia Systems, Inc. ("Insignia") entered into a Cooperation Agreement (the "Agreement") with Nicholas J. Swenson, Air T, Inc. (the "Company"), Groveland Capital LLC, AO Partners I, L.P., AO Partners, LLC and Glenhurst Co. (the "Shareholder Group"). Pursuant to the terms of the Agreement, Insignia: (i) increased the size of Insignia's board of directors (the "Board") to five persons and (ii) appointed Mr. Swenson, the Company's Chairman, President and Chief Executive Officer, to serve as the additional director. At the time of the Agreement, the Shareholder Group, in the aggregate, beneficially owned 698,262 shares of Insignia's common stock, which represents approximately 39.6% of the issued and outstanding common stock of Insignia.

Subject to the Shareholder Group continuing to beneficially own at least 10% of Insignia's outstanding common stock, during the Standstill Period (defined below) the Shareholder Group (i) has the right to name a replacement if Mr. Swenson ceases to serve as a member of the Board (together with Mr. Swenson, the "Air T Nominee") and (ii) must approve any person identified by the Board or its Governance, Compensation and Nominating Committee to fill the first vacancy created by the departure of any other current director. Insignia has also agreed to include the Air T Nominee with its director nominees for election at Insignia's annual meeting of shareholders to be held in 2022 (the "Annual Meeting"). The Shareholder Group has agreed to, among other things, ensure all shares beneficially owned are present and voted at the Annual Meeting in favor of Insignia's director nominees and to abide by customary standstill provisions through the conclusion of the Annual Meeting (the "Standstill Period").

The foregoing does not purport to be a complete summary of the terms of the Agreement and is qualified by reference to the full text of the Agreement, which is provided as Exhibit 10.1 to this report and is incorporated herein by reference as if fully set forth herein.

Item 9.01 Financial Statements and Exhibits

10.1 Cooperation Agreement by and among Insignia Systems, Inc., Nicholas J. Swenson, Air T, Inc., Groveland Capital LLC; AO Partners I, L.P.; AO Partners, LLC and Glenhurst Co., dated October 11, 2021.