Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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) October 29, 2024

BUTLER NATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

Kansas		0-1678		41-0834293
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)


One Aero Plaza, New Century, Kansas			66031
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code (913) 780-9595

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):

☐

Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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.

Item 1.02

Termination of a Material Definitive Agreement.

The information set forth in Item 1.01 is incorporated herein by reference.

Item 3.03

Material Modification to Rights of Security Holders.

The information set forth in Item 1.01 is incorporated herein by reference.

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.

Item 9.01

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

Exhibit 4.1

AMENDMENT TWO TO RIGHTS AGREEMENT

THIS AMENDMENT TWO TO RIGHTS AGREEMENT (this “Amendment”), dated as of October 28, 2024 is entered into between Butler National Corporation, a Kansas corporation (the “Company”) and UMB Bank, N.A., a national banking corporation (the “Rights Agent”).

WHEREAS, the Company and Rights Agent are parties to the Rights Agreement dated August 2, 2011, as amended by Amendment One to Rights Agreement, dated July 22, 2021 (“Rights Agreement”);

WHEREAS, the Company desires to advance the Final Expiration Date (as defined in the Rights Agreement), as permitted by Section 27 of the Rights Agreement; and

WHEREAS, the Company has delivered to the Rights Agent a certificate from an appropriate officer of the Company stating that this Amendment is in compliance with the terms of Section 27 of the Rights Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows:

1. Amendments. The final sentence of Section 7(a) of the Rights Agreement is hereby amended and restated to read as follows:

“The “Final Expiration Date”, as used in this Rights Agreement, shall be October 29, 2024.”

2. No Other Changes to Rights Agreement. This Amendment does not change any provision of the Rights Agreement other than Section 7(a).

3. Governing Law. This Amendment shall be deemed to be a contract made under the laws of the State of Kansas and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State.

4. Counterparts. This Amendment may be executed in multiple counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed, as of the day and year first above written.

BUTLER NATIONAL CORPORATION

By: /s/Christopher J. Reedy

Name: Christopher J. Reedy

Title: Chief Executive Officer and President

UMB Bank, N.A.

By: /s/K. Scott Mathews

Name: K. Scott Mathews

Title: Vice President

Exhibit 99.1

Document And Entity Information	Oct. 29, 2024
Document Information [Line Items]
Entity, Registrant Name	BUTLER NATIONAL CORPORATION
Document, Type	8-K
Document, Period End Date	Oct. 29, 2024
Entity, Incorporation, State or Country Code	KS
Entity, File Number	0-1678
Entity, Tax Identification Number	41-0834293
Entity, Address, Address Line One	One Aero Plaza
Entity, Address, City or Town	New Century
Entity, Address, State or Province	KS
Entity, Address, Postal Zip Code	66031
City Area Code	913
Local Phone Number	780-9595
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000015847