ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 is hereby amended and restated, in its entirety, as follows:
The source of the consideration for the Trusts purchase of the Common Shares reported hereon consisted of personal funds of the Trust.
The amount of the funds used by the Trust is described in Item 6.
The source of the consideration for Crawford Uniteds purchase of
the Common Shares reported hereon consisted of working capital of Crawford United. The amount of the funds used by Crawford United is described in Item 6.
ITEM 4. PURPOSE OF THE TRANSACTION
Item 4 is
hereby amended and restated, in its entirety, as follows:
The Reporting Persons believe that the Issuers Common Shares are
undervalued and are an attractive investment, and that ownership of Common Shares may better position Crawford United to explore strategic opportunities involving certain of the Issuers businesses.
The Reporting Persons may engage in discussions with the Issuer and Issuers management and board of directors, other stockholders of the
Issuer and other persons that may relate to governance and board composition, management, operations, business, assets, capitalization, financial condition, strategic plans and the future of the Issuer. The Reporting Persons may also take one or
more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D and may discuss such actions with the Issuer and Issuers management and the board of directors, other stockholders of the Issuer and other
persons.
The Reporting Persons intend to review their investments in the Issuer on a continuing basis. Depending on various factors and
subject to the obligations described herein, including, without limitation, the Issuers financial position and strategic direction, actions taken by the board, price levels of the Common Shares, other investment opportunities available to the
Reporting Persons, concentration or performance of other investments of the Reporting Persons, market conditions and general economic and industry conditions, the Reporting Persons may take such actions with respect to their investments in the
Issuer as they deem appropriate, including, without limitation, purchasing additional Common Shares or other financial instruments related to the Issuer or selling some or all of their beneficial or economic holdings, engaging in hedging or similar
transactions with respect to the securities relating to the Issuer and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D.
In a telephone conversation on June 26, 2020 and in a letter dated July 10, 2020, Crawford Uniteds CEO communicated to the
Issuers CFO regarding Crawford Uniteds interest in exploring strategic opportunities involving Crawford Uniteds Air Enterprises business and the Issuers Air and Liquid Processing segment, including opportunities that could
involve a purchase or sale of businesses by either party.
The Issuer conducted a rights offering to shareholders of record as of
August 17, 2020 that allowed such shareholders to purchase units (the Units) consisting of shares of common stock and Series A warrants to purchase common stock, which expire on August 1, 2025. The Trust exercised its right to
purchase 681,999 Units in the rights offering. Upon completion of the rights offering, the Trust was issued an aggregate of 304,444 shares of common stock and Series A warrants to purchase an aggregate of 681,999 shares of common stock at an
exercise price of $5.25 per share.
As of the date of this Amendment No. 1, other than as described in this Item 4, the Reporting
Persons do not have any plan or proposal which relates to or could result in:
(a) the acquisition by any person of additional securities
of the Issuer, or the disposition of securities of the Issuer;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;