ALLIED HEALTHCARE PRODUCTS INC : Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Change in Directors or Principal Officers (form 8-K)

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or

           Standard; Transfer of Listing.

See below disclosures under Item 5.02(d) which are incorporated into this Item 3.01 by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;

            Appointment of Certain Officers; Compensatory Arrangements of Certain
            Officers.

(d) Election of New Directors. On December 27, 2019 the Board of Directors of Allied Healthcare Products, Inc. (the "Company") appointed Ms. Susan Deuser to the Company's Board of Directors. Ms. Deuser will serve on the Audit Committee, Compensation Committee and Governance and Nominating Committee.

Ms. Deuser is currently retired. From 1968 to 2014 Ms. Deuser worked for the BJC Healthcare system in St. Louis, Missouri in its laboratory division. Most recently prior to her retirement, Ms. Deuser worked in laboratory management with responsibility for evaluation, acquisition and management of the use of laboratory equipment.

Consistent with the compensation policies applicable to the Company's non-employee directors, Ms. Deuser will be eligible to receive an annual retainer fee of $20,000 plus a fee of $1,000 for each meeting of the Board and $350 for each committee meeting attended. In addition, Ms. Deuser will be granted an option to purchase 5,000 shares of the Company's common stock pursuant to the terms of the 2013 Incentive Stock Plan for Non-Employee Directors (the "Directors Plan"). The option will vest as to 1,250 shares on the second anniversary of her appointment and then at a rate of 1,250 shares per year thereafter. Upon re-election to the Board Ms. Deuser will be granted an additional option to purchase 500 shares of common stock pursuant to the Directors Plan which will vest in full on the first anniversary of such re-election.

As previously reported, on July 8, 2019, the Company received notice from The Nasdaq Stock Market ("Nasdaq") that, due to the resignation of an independent director on July 1, 2019, the Company had failed to satisfy Nasdaq Listing Rule 5605(c)(2) which requires the Company's Audit Committee to consist of a minimum of three independent directors, as defined in Nasdaq rules. Ms. Deuser constitutes an independent director under Nasdaq rules and satisfies the requirements of Listing Rule 5605(c)(2) with respect to composition of the Audit Committee. The Company believes it is now in compliance with these rules.

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