Item 2.01. Completion of Acquisition or Disposition of Assets.

On January 14, 2022 (the "Closing Date"), Heisman Acquisition Corp. (the "Buyer"), a Delaware corporation and wholly owned subsidiary of Hy-Tech Machine, Inc. ("Hy-Tech"), an indirect wholly owned subsidiary of P&F Industries, Inc. (the "Company"), Jackson Gear Company ("Jackson Gear"), and Robert Jackson and Scott Jackson, the stockholders of Jackson Gear (the "Stockholders"), entered into an Asset Purchase Agreement (the "Purchase Agreement"), pursuant to which, among other things, Buyer acquired (the "Acquisition") substantially all of the non-real estate operating assets of Jackson Gear, more particularly described below and in the Purchase Agreement. The Acquisition was effective as of January 15, 2022. Contemporaneously, the parties executed and delivered the Purchase Agreement and certain other closing documents including a restrictive covenant agreement binding on Sellers and Stockholders, and consummated the transactions contemplated thereby.

Pursuant to the Purchase Agreement, the purchase price (the "Purchase Price") for the assets acquired in the Acquisition was $2,300,000, in addition to the assumption of certain payables and obligations as set forth in the Purchase Agreement. The Purchase Agreement contains customary representations, warranties and covenants. The Purchase Price was paid on behalf of Buyer to the Seller from availability under the revolver loan pursuant to the Loan Agreement, as amended (defined below), less certain amounts escrowed pursuant to the terms of the Purchase Agreement.

The foregoing description of the Acquisition and the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement attached as an Exhibit 2.1 hereto, and incorporated herein by reference.

The Purchase Agreement and the above description thereof have been included to provide investors and security holders with information regarding the terms of the Purchase Agreement and are not intended to provide any other factual information about the Company or any of the parties to the Purchase Agreement or any of their respective subsidiaries, affiliates or businesses. The representations and warranties contained in the Purchase Agreement were made only for purposes of such agreement, and as of specific dates, were solely for the benefit of the parties to such agreement, may be subject to a contractual standard of materiality different from what might be viewed as material to shareholders, and may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made by the parties to each other. Investors should not rely on the representations and warranties contained in the Purchase Agreement as characterizations of the actual state of facts or condition of the Company or any of the parties to the Purchase Agreement or any of their respective subsidiaries, affiliates or businesses.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Effective as of the Closing Date, the Company, its subsidiaries Florida Pneumatic Manufacturing Corporation ("Florida Pneumatic") and Hy-Tech (together with the Company and Florida Pneumatic, collectively, "Borrowers") and the Company's subsidiaries Jiffy Air Tool, Inc. ("Jiffy"), ATSCO Holdings Corp. ("ATSCO"), Bonanza Properties Corp. ("Properties"), Continental Tool Group, Inc. ("Continental Tool"), Countrywide Hardware, Inc. ("Countrywide"), Embassy Industries, Inc. ("Embassy"), Exhaust Technologies, Inc. ("Exhaust"), Hy-Tech Illinois, Inc. ("Illinois") and Buyer (together with Jiffy, ATSCO, Properties, Continental Tool, Countrywide, Embassy Exhaust and Illinois, collectively, "Guarantors") entered into Consent, Joinder and Amendment No. 9 to Second Amended and Restated Loan and Security Agreement (the "Amendment"), with Capital One, National Association, as agent (the "Agent") for the lenders (the "Lenders") from time to time party to the Loan Agreement (as defined below). The Amendment amended the Second Amended and Restated Loan and Security Agreement, dated as of April 5, 2017, as amended from time to time (the "Loan Agreement"), among the Borrowers, the Guarantors, the Agent and the Lenders.

The Amendment, among other things, provides a consent by the Lenders to the consummation of the Acquisition, including the joinder of the Buyer as a Guarantor under the Loan Agreement. The Amendment also modifies the Loan Agreement by revising and adding certain defined terms and certain other provisions, including providing for customary language with respect to the transition from LIBOR to a successor benchmark interest rate.

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment attached as Exhibit 10.1 hereto, and incorporated herein by reference.

The Amendment and the above description thereof, have been included to provide investors and security holders with information regarding the terms of the Amendment, and are not intended to provide any other factual information about the Company or any of the parties to the Amendment or any of their respective subsidiaries, affiliates or businesses. The representations and warranties contained in the Amendment were made only for purposes of such agreement, and as of specific dates, were solely for the benefit of the parties to such agreement, may be subject to a contractual standard of materiality different from what might be viewed as material to shareholders, and may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made by the parties to each other. Investors should not rely on the representations and warranties contained in the Amendment as characterizations of the actual state of facts or condition of the Company or any of the parties to the Loan Agreement or any of their respective subsidiaries, affiliates or businesses.




Item 8.01. Other Items

On January 18, 2022, the Company issued a press release (the "Press Release") announcing the Acquisition. A copy of the Press Release is furnished as Exhibit 99.1 hereto.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits:




  2.1      Asset Purchase Agreement, dated as of January 14, 2022, by and among
         Buyer, Jackson Gear and the Stockholders.
  10.1     Consent, Joinder and Amendment No. 9 to Second Amended and Restated Loan
         and Security Agreement, dated as of January 14, 2022, by and among the
         Borrowers, Guarantors, Lender and Agent.
  99.1     Press Release, dated January 18, 2022, issued by the Company.
104      Cover Page Interactive Data File (embedded as Inline XBRL document).

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