Item 3.01.
Notice of Delisting or Failure To Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On September 14, 2022, Schmitt Industries, Inc.
(“we”, “us,” “our” or the “Company”) received written notice from the Listing Qualifications
Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying us that we did not file our Annual
Report on Form 10-K for the fiscal year ended May 31, 2022 (the “Form 10-K”) by September 13, 2022, as required for continued
listing on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5250(c)(1). On October 14, 2022, we received written notice from
Nasdaq notifying us that, based on the October 13, 2022 filing of Form 10-K, we were in compliance with Nasdaq Listing Rule 5250(c)(1).
On October 14, 2022 we received a deficiency letter,
from the Staff of the Nasdaq notifying the Company that the Company’s stockholders’ equity as reported in our Annual Report
on Form 10-K for the period ended May 31, 2022 (“2022 10-K”), did not satisfy the continued listing requirement under Nasdaq
Listing Rule 5550(b)(1) for the Nasdaq Capital Market, which requires that a listed company’s stockholders’ equity be at
least $2.5 million. In its 2022 10-K, the Company reported stockholders’ equity of $605,205, and, as a result, does not currently
satisfy Nasdaq Marketplace Rule 5550(b)(1).
In accordance with Nasdaq rules, the Company has
45 calendar days from the date of the notification to submit a plan to regain compliance with Nasdaq Listing Rule 5550(b)(1). The Company
intends to submit a compliance plan within 45 days of the date of the notification and will evaluate available options to resolve the
deficiency and regain compliance. If the Company’s compliance plan is accepted, the Company may be granted up to 180 calendar days
from October 14, 2022 to evidence compliance.
On October 14, 2022, the Company informed Nasdaq
that due to the resignation of Ms. Lillian Tung on September 30, 2022 from the Company’s Board of Directors (the “Board”),
including the Audit Committee of the Board, the Company was no longer in compliance with Nasdaq’s audit committee requirements as
set forth in Nasdaq Listing Rule 5605. On October 14, 2022, Nasdaq issued a letter to the Company confirming the Company’s noncompliance
with Listing Rule 5605 and announcing that, consistent with Listing Rules 5605(b)(1)(A) and 5605(c)(4), it would provide the Company a
cure period in order to regain compliance as follows:
The Company will have:
| · | until the earlier of the Company’s next annual shareholders’ meeting or September 30, 2023; or |
| · | if the next annual shareholders’ meeting is held before March 29, 2023, then the Company must evidence compliance no later than
March 29, 2023. |
The Board plans to conduct a search process and
intends to appoint an independent director to the Board prior to the end of the cure period.
On October 19, 2022, we received written notice
from the Staff of the Nasdaq notifying us that we did not file our Quarterly Report on Form 10-Q for the fiscal quarter ended August 31,
2022 (the “Form 10-Q”) by October 17, 2022, as required for continued listing on the Nasdaq Capital Market pursuant to Nasdaq
Listing Rule 5250(c)(1). Under Nasdaq rules, we now have 60 calendar days, or until December 19, 2022, to submit to Nasdaq a plan to regain
compliance with the Nasdaq rules. If Nasdaq accepts the plan, we will have until April 17, 2023 to regain compliance. We are working towards
finalizing the Form 10-Q and intend to file the Form 10-Q in November to regain compliance.
There can be no assurance that the Company will
be able to regain compliance with Nasdaq Listing Rule 5550(b)(1), Nasdaq Listing Rule 5605, Nasdaq Listing Rule 5250(c)(1) or maintain
compliance with any other listing requirements. The notifications have no immediate effect on the listing or trading of the Company’s
common stock, which will continue to be listed and traded on the Nasdaq Capital Market under the symbol “SMIT”, subject to
the Company’s compliance with the other Nasdaq listing requirements.