Current Report Filing (8-k)
03 September 2020 - 6:57AM
Edgar (US Regulatory)
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): August 31, 2020
SCHMITT INDUSTRIES, INC.
(Exact name of registrant as specified
in its charter)
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Oregon
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001-38964
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93-1151989
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(State or other jurisdiction
of incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number)
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2765 N.W. Nicolai Street
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Portland, Oregon
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(Address of principal executive offices)
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97210-1818
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(Zip Code)
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Registrant’s telephone number,
including area code: (503) 227-7908
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock – no par value
Series A Junior Participating Preferred
Stock Purchase Rights
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SMIT
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NASDAQ Capital Market
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange
Act of 1934 (17 CFR §240.12b-2).
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 2.02
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Results of Operations and Financial Condition.
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On August 31, 2020, Schmitt Industries, Inc. issued a press
release entitled “Schmitt Announces Fiscal 2020 Operating Results.” A copy of the press release is furnished as Exhibit
99.1 to this report.
The information contained in this Current Report 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 Exchange Act or the Securities Act of 1933, as amended, except as shall be
expressly set forth by specific reference in such a filing.
On July 1, 2019, the Company entered into a Section 382 Rights
Agreement with Broadridge Corporate Issuer Solutions, Inc., as Rights Agent (the “Rights Agreement”) in an effort to
protect stockholder value by diminishing the risk that the Company’s ability to use its net operating losses (“NOLs”)
to reduce U.S. taxable income and tax liabilities in future taxable periods may become substantially limited.
On August 26, 2020, the Board noted that the Rights Agreement
had served its purpose in protecting the NOLs, and the Board expects to terminate the Rights Agreement following the Company’s
filings of the Ample Hills financials. Due to the difficulty in gathering certain information relating to Ample Hills, the Company
will file Ample Hills financial statements at some point subsequent to the due date of September 24,2020.
Item 9.01
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Financial Statements and Exhibits.
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Forward Looking Statements
This document may contain forward-looking statements
made pursuant to the Private Securities Litigation Reform Act of 1995. These statements are not guarantees of future performance
and involve risks and uncertainties that are difficult to predict. Actual outcomes and results may differ materially from what
is expressed or forecasted in such forward-looking statements due to numerous factors. A complete discussion of the risks and uncertainties
that may affect Schmitt’s business, including the business of its subsidiary, is included in “Risk Factors” in
the Company’s most recent Annual Report on Form 10-K as filed by the Company with the Securities and Exchange Commission.
For further information regarding risks
and uncertainties associated with the Company’s business, please refer to Schmitt’s SEC filings, including, but not
limited to, its Forms 10-K, 10-Q and 8-K.
The forward-looking statements in this
release speak only as of the date on which they were made, and the Company does not undertake any obligation to update any forward-looking
statement to reflect events or circumstances after the date of this release, or for changes to this document made by wire services
or internet service providers.
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.
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SCHMITT INDUSTRIES, INC.
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August 31, 2020
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By:
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/s/ Jamie Schmidt
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Name: Jamie Schmidt
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Title: Chief Financial Officer
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