UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549





FORM 10-K/A


(Amendment No. 1)





xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the fiscal year ended December 30, 2018


oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from              to             .


Commission file number: 001-37480


UNIQUE FABRICATING, INC.





(Exact name of registrant as specified in its Charter)





Delaware001-3748046-1846791(State or other jurisdiction ofincorporation or organization)(Commission File Number)(IRS EmployerIdentification No.)





Unique Fabricating, Inc.


800 Standard Parkway


Auburn Hills, MI 48326


(248)-853-2333


(Address including zip code, and telephone number, including area code, of registrant’s principal executive offices)





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


Title of each classTrading SymbolName of each exchange on which registeredCommon Stock, par value $.001 per shareUFABNYSE American





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes ☒  No ☐





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒  No ☐





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,  a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer☐Accelerated filer☒Non-accelerated filer☐Smaller reporting company☒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. ☐





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).      Yes ☐  No ☒











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As of March 1, 2019 the registrant had 9,779,147 shares of common stock outstanding.





As of July 1, 2018 the last business day of the registrant's most recently completed second fiscal quarter, the aggregate market value of the voting stock held by non-affiliates of the registrant was approximately $59.1 million.





DOCUMENTS INCORPORATED BY REFERENCE





Portions of the registrant’s definitive Proxy Statement related to the 2018 Annual Shareholders Meeting to be filed subsequently are incorporated by reference into Part III of this Form 10-K.





EXPLANATORY NOTE





This amendment No. 1 to Form 10-K/A (“Amendment”) amends the Annual Report on Form 10-K of Unique Fabricating, Inc. (the “Company”) for the year ended December 30, 2018, originally filed with the Securities and Exchange Commission on March 7, 2019 (the “Original Filing”). This Amendment is being filed solely to correct an erroneous date reference in the first paragraph of the certification filed as Exhibit 32.1 to the Original Filing and replaces the previously filed version of Exhibit 32.1.





Except as described above, no changes have been made to the Original Filing. The Original Filing continues to speak as of the date of the Original Filing, and the Company has not updated the disclosures contained therein to reflect any events that have occurred as of a date subsequent to the date of the Original Filing. Accordingly, this Amendment should be read in conjunction with the Original Filing and the Company's filings made with the SEC subsequent to the filing of the Original Filing. The filing of this Amendment is not an admission that the Original Filing, when filed, included and untrue statement of a material fact necessary to make a statement not misleading.








PART IV





ITEM 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES





(a) The following documents are filed as exhibits to this Amendment:





ExhibitNo.Description31.1*Certification of the Chief Executive Officer of the Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2*Certification of the Chief Financial Officer of the Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1*Certification of the Chief Executive Officer and Chief Financial Officer of the Company, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.





*  Filed herewith.











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SIGNATURES





Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





UNIQUE FABRICATING, INC.Date: October 7, 2019By:/s/ Byrd Douglas Cain, IIIName: Byrd Douglas Cain, IIITitle:  President and Chief Executive Officer