S-8

As filed with the Securities and Exchange Commission on May 25, 2023

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

______________________

BROADWIND, INC.

(Exact name of registrant as specified in its charter)

Delaware	3240 S. Central Avenue Cicero, IL 60804	88-0409160
(State or other jurisdiction of	(Address of Principal Executive Offices)	(IRS Employer Identification No.)
Incorporation or organization)

Amended and Restated Broadwind, Inc. 2015 Equity Incentive Plan

(Full title of the plan)

Eric B. Blashford

President, Chief Executive Officer

Broadwind, Inc.

3240 S. Central Avenue

Cicero, Illinois 60804

Telephone: (708) 780-4800

(Name, address and telephone number,

including area code, of agent for service)

Copy to:

Michele C. Kloeppel, Esq.

Thompson Coburn LLP

One U.S. Bank Plaza

St. Louis, Missouri 63101

Telephone: (314) 552-6000

Facsimile: (314) 552-7000

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.

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 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

The undersigned, Broadwind, Inc., a Delaware corporation (the “Registrant”), hereby files this registration statement on Form S-8 (this “Registration Statement”) to register 1,500,000 additional shares (the “Additional Shares”) of common stock, par value $0.001 per share (the “Common Stock”), to participants under the Amended and Restated Broadwind, Inc. 2015 Equity Incentive Plan, as amended (the “Plan”).  The Additional Shares are in addition to the Common Stock previously registered for issuance under the Plan by registration statements on Form S-8 (Registration No. 333-203736) filed April 30, 2015, on Form S-8 (Registration No. 333-231051) filed April 26, 2019 and on Form S-8 (Registration No. 333-255892) filed May 7, 2021 (together, the “Prior Registration Statements”).

This Registration Statement relates to securities of the same class as that to which the Prior Registration Statements relate, and is submitted in accordance with General Instruction E to Form S-8 regarding registration of additional securities. Pursuant to such instruction, the contents of the Prior Registration Statements, including exhibits thereto, are incorporated herein by reference, except to the extent superseded or modified by the specific information set forth below or the specific exhibits attached hereto.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference.

The following documents filed by the Registrant with the SEC are incorporated herein by reference:

(a)         The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2022, filed March 9, 2023;

(b)         The Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 filed May 11, 2023;

(c)         The Registrant’s Current Reports on Form 8-K (specifically excluding the information furnished under Items 2.02 and 7.01 and any exhibits furnished thereto), filed January 19, 2023, February 14, 2023, March 27, 2023 and May 25, 2023;

(d)         The description of the Common Stock as set forth in the Registrant’s registration statement on Form 8-A filed with the SEC on April 8, 2009 (File No. 001-34278) pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendments or reports filed for the purpose of updating such description; and

(e)         The description of the Series A Rights as set forth in the Registrant’s registration statement on Form 8-A filed with the SEC on February 13, 2013 (File No. 001-34278), Form 8-A/A (Amendment No. 1) filed with the SEC on February 8, 2016 (File No. 001-34278), Form 8-A/A (Amendment No. 2) filed with the SEC on February 12, 2019 (File No. 001-34278) and Form 8-A/A (Amendment No. 3) filed with the SEC on February 3, 2022 (File No. 001-34278) pursuant to Section 12 of the Exchange Act, including any amendments or reports filed for the purpose of updating such description.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be made a part hereof from the date of filing of such documents.  Any statements contained herein or in a document incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in a subsequently filed document incorporated herein by reference modifies or supersedes such document.  Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Where any document or part thereof is incorporated by reference in this Registration Statement, the Registrant will provide without charge to each person to whom a prospectus with respect to the Plan is delivered, upon written or oral request of such person, a copy of any and all of the information incorporated by reference in this Registration Statement, excluding exhibits unless such exhibits are specifically incorporated by reference.

Item 8. Exhibits.

See Exhibit Index.

Exhibit Index

The following exhibits are filed or incorporated by reference as part of this registration statement:

Exhibit Number	Description
4.1	Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2008).
4.2	Certificate of Amendment to the Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed August 23, 2012).
4.3	Certificate of Amendment to the Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed May 6, 2020).
4.4	Third Amended and Restated Bylaws of the Registrant, adopted as of May 4, 2020 (incorporated by reference to Exhibit 3.2 to the Registrant's Current Report on Form 8-K filed May 6, 2020).
4.5	Section 382 Rights Agreement dated as of February 12, 2013 between the Registrant and Equiniti Trust Company, as rights agent (incorporated by reference to Exhibit 1 to the Registrant’s Registration Statement on Form 8‑A filed February 13, 2013).
4.6	First Amendment to Section 382 Rights Agreement dated as of February 5, 2016 between the Registrant and Equiniti Trust Company, as rights agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed February 8, 2016).
4.7	Second Amendment to Section 382 Rights Agreement dated as of February 7, 2019 between the Registrant and Equiniti Trust Company, as rights agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on February 12, 2019).
4.8	Third Amendment to Section 382 Rights Agreement dated as of February 3, 2022 between the Registrant and Equiniti Trust Company, as rights agent (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on February 3, 2022).
4.9	Certificate of Designation of Series A Junior Participating Preferred Stock of the Registrant (incorporated by reference to Exhibit 2 to the Registrant’s Registration Statement on Form 8-A filed February 13, 2013).
5.1*	Opinion of Thompson Coburn LLP as to the legality of the securities being registered.
10.1	Amended and Restated Broadwind Energy, Inc. 2015 Equity Incentive Plan (incorporated by reference to Exhibit D to the Company's Schedule 14A filed on March 11, 2019)
10.2	First Amendment to Amended and Restated Broadwind Energy, Inc. 2015 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020)
10.3	Second Amendment to Amended and Restated Broadwind, Inc. 2015 Equity Incentive Plan (incorporated by reference to Appendix B to Amendment No. 1 to the Company's Schedule 14A filed on April 5, 2021)
10.4	Third Amendment to Amended and Restated Broadwind, Inc. 2015 Equity Incentive Plan (incorporated by reference to Appendix B to the Company's Schedule 14A filed on April 7, 2023)
23.1*	Consent of RSM US LLP.
23.2*	Consent of Thompson Coburn LLP (included in Exhibit 5.1).
24.1*	Power of Attorney (set forth on signature page hereto).
107.1*	Calculation of Filing Fees Tables

* Filed herewith.

Signatures

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cicero, State of Illinois on May 25, 2023.

BROADWIND, INC.

By: /s/ Thomas A. Ciccone

Thomas A. Ciccone

Vice President, Chief Financial Officer

(Principal Financial Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officers and directors of the Registrant do hereby severally and individually constitute and appoint Eric B. Blashford and Thomas A. Ciccone, and each of them (with full power to act alone and with full power of substitution and re-substitution), lawful attorney-in-fact and agent with full power and authority to do any and all acts and things and to execute any and all instruments that said attorney and agent determines may be necessary or advisable or required to enable said corporation to comply with the Securities Act and any rules or regulations or requirements of the SEC in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms that said attorney and agent shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated.

Signature	Title	Date
/s/ Eric B. Blashford	President, Chief Executive Officer,	May 25, 2023
Eric B. Blashford	and Director
	(Principal Executive Officer)
/s/ Thomas A. Ciccone	Vice President and Chief Financial Officer	May 25, 2023
Thomas A. Ciccone	(Principal Financial Officer)
/s/ Cary B. Wood	Chairman of the Board	May 25, 2023
Cary B. Wood
/s/ Philip J. Christman	Director	May 25, 2023
Philip J. Christman
/s/ Sachin M. Shivaram	Director	May 25, 2023
Sachin M. Shivaram
/s/ David P. Reiland	Director	May 25, 2023
David P. Reiland
/s/ Thomas A. Wagner	Director	May 25, 2023
Thomas A. Wagner
/s/ Jeanette A. Press	Director	May 25, 2023
Jeanette A. Press

EX-5.1

EXHIBIT 5.1

May 25, 2023

Broadwind, Inc.

3240 S. Central Avenue

Cicero, Illinois 60804

Re:           Registration Statement on Form S-8 for an additional 1,500,000 shares of Broadwind, Inc.’s common stock, par value $0.001 per share, for issuance under the Amended and Restated Broadwind, Inc. 2015 Equity Incentive Plan

Ladies and Gentlemen:

With reference to the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by Broadwind, Inc., a Delaware corporation (the “Company”), on May 25, 2023, with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, relating to the proposed issuance by the Company of up to an additional 1,500,000 shares (the “Additional Shares”) of common stock, par value $0.001 per share, pursuant to the Amended and Restated Broadwind, Inc. 2015 Equity Incentive Plan (as amended, the “Plan”), we have examined such corporate records of the Company, such laws and such other information as we have deemed relevant, including the Company’s Certificate of Incorporation, as amended, its Third Amended and Restated Bylaws and statements we have received from officers and representatives of the Company. In delivering this opinion, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as certified, photostatic or conformed copies, the authenticity of originals of all such latter documents, and the correctness of statements submitted to us by officers and representatives of the Company. Except to the extent expressly set forth herein, we have not undertaken any independent investigation to determine the existence or absence of such facts and no inference as to our knowledge of the existence or absence of such facts should be drawn from our representation of the Company.

Our opinion expressed herein is limited to the General Corporation Law of the State of Delaware and we express no opinion with respect to the laws of any other jurisdiction. No opinion is expressed herein with respect to the qualification of the Additional Shares under the securities or blue sky laws of any state or any foreign jurisdiction.

Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is based upon currently existing statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein.

Based solely on the foregoing, we are of the opinion that the Additional Shares to be issued by the Company pursuant to the Plan have been duly authorized and, when issued by the Company in accordance with the Plan, will be legally issued, fully paid and non-assessable.

We consent to the filing of this opinion as an exhibit to the Registration Statement as Exhibit 5.1.

Very truly yours,

/s/ Thompson Coburn LLP

EX-23.1

EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Registration Statement on Form S-8 of Broadwind, Inc. of our report dated March 9, 2023, relating to the consolidated financial statements of Broadwind, Inc., appearing in the Annual Report on Form 10-K of Broadwind, Inc. for the year ended December 31, 2022.

/s/ RSM US LLP

Chicago, Illinois

May 25, 2023

EX-FILING FEES

Exhibit 107.1

Table 1: Newly Registered

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Common stock, par value $0.001 per share (including Series A Junior Participating Preferred Share Purchase Rights)	457(c) and 457(h)	1,500,000 (1) (2)	$4.32 (3)	$6,480,000	$0.00011020	$714.10
Total Offering Amounts					$6,480,000		$714.10
Total Fee Offsets							$0
Net Fee Due							$714.10

(1) Represents shares of common stock, par value $0.001 per share (the “Common Stock”), of Broadwind, Inc., a Delaware corporation (the “Registrant”), underlying the Amended and Restated Broadwind, Inc. 2015 Equity Incentive Plan, as amended (the “Plan”).  Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement on Form S-8 (this “Registration Statement”) also covers such additional shares of Common Stock as may become issuable pursuant to the anti-dilution provisions of the Plan. The Series A Junior Participating Preferred Share Purchase Rights (the “Series A Rights”) are initially carried with the shares of Common Stock. The value attributable to such Series A Rights, if any, is reflected in the market price of the shares of Common Stock.

(2) The Plan authorizes the issuance of a maximum of 4,700,000 shares of Common Stock, of which 3,200,000 were previously registered on the Registrant’s registration statements on Form S-8 (Registration No. 333-203736) filed April 30, 2015, on Form S-8 (Registration No. 333-231051) filed April 26, 2019 and on Form S-8 (Registration No. 333-255892) filed May 7, 2021 (together, the “Prior Registration Statements”). This Registration Statement registers an additional 1,500,000 shares of Common Stock under the Plan (the “Additional Shares”). Pursuant to Rule 429 under the Securities Act, the prospectus referred to herein is combined with and relates to the Prior Registration Statements.

(3) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) promulgated under the Securities Act, using the average of the high and low prices as reported on the Nasdaq Capital Market on May 19, 2023.

Table 2: Fee Offset Claims and Sources

	Registrant or Filer Name	Form or Type of Filing	File Number	Initial Filing Date	Filing Date	Fee Offset Claimed	Security Type Associated with Fee Offset Claimed	Security Title Associated with Fee Offset Claimed	Unsold Securities Associated with Fee Offset Claimed	Unsold Aggregate Offering Amount Associated with Fee Offset Claimed	Fee Paid with Fee Offset Source
Rule 457(p)
Fee Offset Claims
Fee Offset Sources