CPI AEROSTRUCTURES INC 10-K

Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Before May 20, 2022 our shares of common stock were traded on the NYSE American exchange under the symbol “CVU”. On May 19, 2022, the NYSE American exchange announced the suspension of trading of our common stock due to non-compliance with the Exchange’s SEC annual and quarterly report timely filing criteria provided for in Section 1007 of the Exchange’s Company Guide and announced that it was initiating proceedings to delist our common stock. The Company filed a request for review of the Exchange’s determination to initiate delisting proceedings. A hearing for this review before a Listing Qualification Panel of the Committee has been scheduled for September 7, 2022. The delisting action has been stayed pending the outcome of the review although trading on the Exchange remains suspended. Shares of our common stock can only be traded in the OTC Markets Group’s Expert Market under the symbol “CVUA”. The Expert Market is available for unsolicited quotes only, meaning broker-dealers may use the Expert Market to publish unsolicited quotes representing orders from retail and institutional investors who are not affiliates or insiders of the Company. Quotations in Expert Market securities are made available to broker-dealers, institutions, and other sophisticated investors. See Part I Item 1A Risk Factors - “ The NYSE American exchange has suspended trading of our common stock and may delist our common stock from trading on the exchange. If our common stock is delisted from the NYSE American exchange, our business, financial condition, results of operations, stock price and investors’ ability to make transactions in our common stock could be adversely affected and the liquidity of our stock and our ability to obtain financing could be impaired ” and “ There is currently a very limited trading market for our common stock and investors are not assured of the opportunity to make transactions in our common stock.” On August 15, 2022, there were 589 holders of record of our shares of common stock. We believe there are substantially more beneficial holders of our common stock. Dividend Policy To date, we have not paid any dividends on our common stock. Any payment of dividends in the future is within the discretion of our board of directors (subject to the limitation on dividends contained in the BankUnited Facility, as described more fully in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations) and will depend on our earnings, if any, our capital requirements and financial condition and other relevant factors. Our board of directors does not intend to declare any cash or other dividends in the foreseeable future, but intends instead to retain earnings, if any, for use in our business operations. Recent Sales of Unregistered Securities There have been no sales of unregistered equity securities for the three months ended December 31, 2021. There have been no repurchases of our outstanding common stock during the three months ended December 31, 2021. 27 Securities Authorized for Issuance under Equity Compensation Plans The following table sets forth certain information at December 31, 2021 with respect to our equity compensation plans that provide for the issuance of options, warrants or rights to purchase our securities: Plan Category Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (excluding securities reflected in the first column) Equity Compensation Plans Approved by Security Holders — $— 475,045 Equity Compensation Plans Not Approved by Security Holders — — — Total — $— 475,045 Long-term equity incentives are an important component of compensation and are designed to align the interests of our executive officers and directors who receive long-term equity awards with the Company’s long-term performance and to increase shareholder value. The Company has awarded long-term incentive compensation pursuant to two plans: 2016 Long-Term Incentive Plan. The 2016 Long-Term Incentive Plan, as amended, authorizes the grant of 1,400,000 shares of our common stock, which may be granted in the form of stock options, stock appreciation rights, restricted stock, deferred stock, stock reload options, and other stock-based awards, to employees, officers, directors, and consultants of the Company. As of December 31, 2021, we have granted 927,319 shares under this plan and 472,681 shares remained available for grant under this plan. Performance Equity Plan 2009 . The Performance Equity Plan 2009 authorizes the grant of 500,000 stock options, stock appreciation rights, restricted stock, deferred stock, stock reload options, and other stock-based awards. As of December 31, 2021, we have granted 497,636 shares under this plan and 2,364 shares remained available for grant. Item 6. [RESERVED] Not applicable.