Current Report Filing (8-k)
November 02 2020 - 4:53PM
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): November 2, 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
Portland, Oregon 97210-1818
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(Address of principal executive
offices) (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:
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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
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SMIT
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NASDAQ Capital Market
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Series A Junior Participating Preferred Stock Purchase Rights
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N/A
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N/A
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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. ☐
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Item 3.01.
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Notice of Delisting or Failure To Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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On October 19, 2020, Schmitt Industries, Inc. (“we”,
“us” or “our”) received written notice from the Listing Qualifications Department of The Nasdaq Stock Market
LLC (“Nasdaq”) notifying us that we did not file our Quarterly Report on Form 10-Q for the quarter ended August 31,
2020 (the “Form 10-Q”) by October 16, 2020, as required for continued listing on the Nasdaq Capital Market pursuant
to Nasdaq Listing Rule 5250(c)(1). On November 2, 2020, we received written notice from NASADQ notifying us that, based on the
October 30, 2020 filing of Form 10-Q, we are now in compliance with NASAQ rules.
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Item 7.01.
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Regulation FD Disclosure.
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A press release, dated November 2, 2020,
disclosing the Company’s receipt of the Nasdaq notification letter referenced above is attached hereto as Exhibit 99.1.
The information furnished in this Item 7.01
of this Form 8-K (including Exhibit 99.1 attached hereto) shall not be deemed “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any filing of Schmitt Industries,
Inc. under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
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Item 9.01.
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Financial Statements and Exhibits.
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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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November 2, 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 and Treasurer
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