Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): February 19, 2020




(Exact name of registrant as specified in its charter)




Oregon   001-38964   93-1151989

(State or other jurisdiction

of incorporation or organization)



File Number)


(I.R.S. Employer

Identification Number)

2765 N.W. Nicolai Street

Portland, Oregon

(Address of principal executive offices)


(Zip Code)

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:


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




Name of each exchange
on which registered

Common Stock – no par value

Series A Junior Participating Preferred Stock Purchase Rights

   SMIT    NASDAQ Capital Market

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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On February 19, 2020, Schmitt Industries, Inc. (“Company”), issued a press release (the “Press Release”) announcing its intention to delay the delisting and deregistration of its common stock (the “Common Stock”) from the NASDAQ Stock Market (“NASDAQ”). Accordingly, the Company has not filed a Form 25 with the Securities Exchange Commission and for the time being the Company’s Common Stock will continue to trade on NASDAQ.

Item 8.01 Other Events.

On February 19, 2020, the Company issued a press release announcing, among other things, the information provided under Item 3.01. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


99.1    Press release of Schmitt Industries, Inc., dated February 19, 2020, entitled “Schmitt Industries Announces Delay of Delisting and Deregistration of its Common Stock”


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.


February 20, 2020     By:  

/s/ Michael R Zapata

      Name: Michael R Zapata
      Title:   President and Chief Executive Officer


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