SMIT Schmitt Industries Inc

On July 25, 2022, Schmitt Industries, Inc. (the “Company”) issued a press release providing additional context on a potential reverse merger with Proton Green, LLC (the “Merger”) and a potential spin-off of the Company’s Ample Hills business to the pre-Merger shareholders of the Company. Completion of the Merger is subject to the negotiation of a definitive merger agreement and related documentation, approval of the Merger and issuance of shares related to the Merger by the Company’s Board of Directors and shareholders, approval of the continued listing by Nasdaq of the Company common stock on the Nasdaq Capital Market on a post-Merger basis (which is anticipated to require raising additional financing in connection with the closing of the Merger), the completion of due diligence to the satisfaction of the parties, financing and satisfaction of other conditions that are to be negotiated as part of the definitive merger agreement. Accordingly, there can be no assurance that a merger agreement will be entered into or that the proposed Merger will be consummated. Further, readers are cautioned that those portions of the term sheet that describe the proposed Merger, including the consideration to be issued therein, are non-binding and provide no guarantee that a transaction will be completed. Accordingly, there can be no assurance that the Company’s efforts to consummate the transactions contemplated by the term sheet will be successful.

A copy of the press release is furnished as Exhibit 99.1 to this report.

Special Note Regarding Forward-Looking Statements

This Form 8-K contains forward-looking statements within the meaning of the federal securities laws, that are, to different degrees, uncertain. Forward-looking statements involve a number of assumptions, risks and uncertainties that could cause actual results to differ materially. Important factors that could cause actual results to differ materially from those suggested by the forward-looking statements in this Form 8-K. In addition, please refer to the risk factors contained in our periodic filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended May 31, 2021 and our Quarterly Report on Form 10-Q for the three months ended February 28, 2022, available at www.sec.gov, under the caption Risk Factors and elsewhere. We do not undertake any obligation to update any forward-looking statements to reflect new information or events or circumstances occurring after the date of this Form 8-K.