---
schema_version: "secwatch.filing_event.v1"
accession: "0000950170-23-023979"
form_type: "8-K"
ticker: "RAIL"
cik: "0001320854"
company_name: "FreightCar America, Inc."
filed_at: "2023-05-24T23:59:59+00:00"
generated_at: "2026-06-14T15:45:48.079899+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# FreightCar America issues 85,412 Series C Preferred shares and warrants to purchase 1.6M common shares at $3.57

## Summary
- Issued 85,412 shares of Series C Preferred Stock and warrants for 1,636,313 common shares at $3.57 exercise price.
- Securities sold to OC III LFE II LP under Rule 506 exemption; warrant has 10-year term.
- Amendment No. 2 to Reimbursement Agreement modifies terms of $25M standby letter of credit from Wells Fargo.
- Dividend and repurchase restrictions placed on common stock under Series C Certificate of Designation.
- Warrants include net exercise and automatic exercise on change of control or expiration.

## SEC filing metadata
- accession: 0000950170-23-023979
- form_type: 8-K
- ticker: RAIL
- cik: 0001320854
- company_name: FreightCar America, Inc.
- filed_at: 2023-05-24T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 3.03, 5.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1320854/000095017023023979/0000950170-23-023979-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1320854/000095017023023979/rail-20230519.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000950170-23-023979
- JSON: https://secwatch.observer/filing/0000950170-23-023979.json
- Plain text: https://secwatch.observer/filing/0000950170-23-023979.txt

## Key facts
- Governance Changes
  FreightCar America, Inc.: Filed Series C Certificate of Designation for Preferred Stock, setting forth its terms (effective 2023-05-19).
  - Change: charter amendment
  - Effective: 2023-05-19
  source text: On May 19, 2023, in connection with the closing of the transactions contemplated by the Purchase Agreement, the Company filed a certificate of designation (the “Series C Certificate of Designation”), with the Secretary of State of the State of Delaware setting forth the terms of the Preferred Stock.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1320854/000095017023023979/0000950170-23-023979-index.htm
- Material Agreements
  FreightCar America, Inc. entered into Securities Purchase Agreement with OC III LFE II LP LLC (effective 2023-05-22).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: OC III LFE II LP LLC
  - Effective: 2023-05-22
  source text: On May 22, 2023, FreightCar America, Inc., a Delaware corporation (the “Company”), consummated its previously announced offering Series C Preferred Stock of the Company, par value $0.01 (the “Preferred Stock”), pursuant to that certain Securities Purchase Agreement (the “Purchase Agreement”) by and among the Company and OC III LFE II LP LLC (the “Purchaser”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1320854/000095017023023979/0000950170-23-023979-index.htm
- Material Agreements
  FreightCar America, Inc. amended Amendment No. 2 to Amended and Restated Reimbursement Agreement with CO Finance LVS VI LLC (effective 2023-05-22).
  - Action: amendment
  - Agreement: credit facility
  - Counterparty: CO Finance LVS VI LLC
  - Effective: 2023-05-22
  source text: In connection with the closing of the transactions contemplated by the Purchase Agreement, the Company entered into Amendment No. 2 to Amended and Restated Reimbursement Agreement (“Amendment No. 2”) with the Loan Parties (as defined therein), CO Finance LVS VI LLC (the “LC Provider”), and U.S. Bank, National Association, as disbursing agent and collateral agent.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1320854/000095017023023979/0000950170-23-023979-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.