Current Report Filing (8-k)
May 20 2022 - 5:03PM
Edgar (US Regulatory)
0000922612
false
0000922612
2022-05-20
2022-05-20
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
May 20, 2022
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 |
(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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Stock – no par value |
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 1.01 |
Entry into a Material Definitive Agreement. |
On May 20, 2022, the Schmitt
Industries, Inc. (the “Company”) entered into a Sales Agreement (“Sales Agreement”) with Roth Capital Partners,
LLC (the “Agent”) to conduct an “at-the-market” equity offering program pursuant to which the Company may issue
and sell from time to time shares of its common stock, no par value per share, having an aggregate offering price of up to $5,000,000
(the “Shares”) through the Agent, as the Company’s sales agent.
Subject to the terms and conditions
of the Sales Agreement, the Agent will use its commercially reasonable efforts to sell the Shares from time to time, based upon the Company’s
instructions. The Company has no obligation to sell any of the Shares, and may at any time suspend sales under the Sales Agreement or
terminate the Sales Agreement in accordance with its terms. The Company has provided the Agent with customary indemnification rights,
and the Agent will be entitled to an aggregate fixed commission of 3.0% of the gross proceeds from Shares sold.
Sales of the Shares under
the Sales Agreement will be made in transactions that are deemed to be “at-the-market offerings” as defined in Rule 415 under
the Securities Act of 1933, as amended, including sales made by means of ordinary brokers’ transactions, including on the Nasdaq
Capital Market, at market prices or as otherwise agreed to with the Agent.
The description of the Sales
Agreement set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text thereof, which
is attached hereto as Exhibit 10.1 and incorporated by reference herein.
A “shelf” registration
statement on Form S-3 for the Shares was filed with the Securities and Exchange Commission (the “SEC”), which became effective
on May 10, 2022, and a prospectus supplement thereto was filed with the SEC on May 20, 2022. This Form 8-K shall not constitute an offer
to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction
in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of
any such state or jurisdiction.
| Item 9.01. | Financial Statements and Exhibits. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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May 20, 2022 |
By: |
/s/ Philip Bosco |
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Name: |
Philip Bosco |
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Title: |
Chief Financial Officer and Treasurer |
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