Material Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549     FORM 8-K     CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 10, 2022     CECO Environmental Corp. (Exact Name of registrant as specified in its charter)                 Delaware   000-07099   13-2566064 (State or Other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification No.)   14651 North Dallas Parkway Suite 500 Dallas , TX 75254 (Address of Principal Executive Offices) (Zip Code)     Registrant’s telephone number, including area code: ( 214 ) 357-6181   Not applicable (Former name or former address, if changed since last report)   Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))       Securities registered pursuant to Section 12(b) of the Act:   Title of each class Trading Symbol(s) Name of exchange on which registered Common Stock, par value $0.01 per share CECE The NASDAQ Stock Market LLC     Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).   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.          Item 1.01. Regulation FD Disclosure. On January 10, 2022, CECO Environmental Corp. (the “Company”) issued a press release announcing that through Effox-Flextor-Mader, Inc. (“EFM”), a joint venture between the Company and Chartwell Investments Entrepreneur & Founder Capital, LLC, it has agreed to definitive terms to acquire General Rubber LLC (“GRC”), a worldwide leader in the engineering and manufacturing of non-metallic (rubber) expansion joints and flow control products. Key financial highlights include:  Purchase price of approximately $24 million financed using debt, cash, and equity from EFM  GRC generated approximately $12 million of revenue in 2021  GRC has above-average EBITDA margins and cash flows delivering attractive value for the Company The press release is furnished herewith as Exhibit 99.1. The information furnished under Item 7.01 in this Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.   Item 9.01. Financial Statements and Exhibits.   (d) Exhibits. Exhibit No. Description     99.1 Press Release dated January 10, 2022. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).       Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.                     Date: January 10, 2022           CECO ENVIRONMENTAL CORP.                       By:    /s/ Matthew Eckl                 Matthew Eckl Chief Financial Officer