8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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 24, 2019

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ENTERPRISE DIVERSIFIED, INC.

(Exact Name of Registrant as Specified in Its Charter)

Nevada	000-27763	88-0397234
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
1518 Willow Lawn Drive
Richmond, VA		23230
(Address of principal executive offices)		(Zip Code)

(434) 336-7737

(Registrant’s telephone number, including area code)

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	Trading Symbol(s)	Name of each exchange on which registered
None	Not applicable	Not applicable

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 2.01 - Completion of Acquisition or Disposition of Assets.

On Friday, May 24, 2019, Specialty Contracting Group, LLC (formerly known as HVAC Value Fund, LLC) (“Seller”), a wholly-owned subsidiary of Enterprise Diversified, Inc. (the “Company”), completed an asset sale transaction with an unaffiliated third-party purchaser, Rooter Hero Plumbing, Inc. (“Buyer”). In the transaction, Seller sold and conveyed to Buyer all of its personal property comprising any furniture, furnishings, equipment, machinery, customer lists and customer records, in each case as on hand and located at Seller’s Phoenix, Arizona premises as of Friday, but excluding stock inventory and Seller’s other current assets. As part of the transaction, Buyer assumed Seller’s obligations under lease and/or loan agreements for three (3) vehicles as well as the obligations to service all of Seller’s customer accounts, going forward. As consideration for the transaction, Buyer will pay Seller monthly royalties for the next sixty (60) months, calculated on the basis of revenue received from the customer accounts sold to Buyer. Under such royalty arrangements, Seller will receive 7.5% of monthly revenue generated from qualified sales during the first year, and 5% of monthly revenue during years two through five.    

Item 7.01 - Regulation FD Disclosure.

On Monday, May 28, 2019, the Company issued a press release announcing the matters reported above under Item 2.01 of this Current Report on Form 8-K (the “Press Release”). A copy of the Press Release is furnished herewith as Exhibit 99.1.

Item 9.01 - Financial Statements and Exhibits.

(a) Financial statements of businesses acquired – not applicable

(b) Pro forma financial information – not applicable

(c) Shell company transactions – not applicable

(d) Exhibits:

Exhibit No.	Exhibit Description
99.1	Enterprise Diversified, Inc. Press Release dated May 28, 2019

Exhibit Index

Exhibit No.	Exhibit Description
99.1	Enterprise Diversified, Inc. Press Release dated May 28, 2019

SIGNATURE

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.

Date:  May 28, 2019		ENTERPRISE DIVERSIFIED, INC.
	By:	/s/ Steven L. Kiel
		Steven L. Kiel
		Executive Chairman

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contact: Jessica Greer

(434) 336-7737

investorrelations@endi-inc.com 

Enterprise Diversified Announces the Sale of its Home Services Subsidiary

Richmond, VA—May 28, 2019—Enterprise Diversified, Inc. (OTCQB: SYTE) (“ENDI” or the “Company”) today announced that it has sold its Phoenix-based home services subsidiary, Specialty Contracting Group, LLC (previously known as HVAC Value Fund, LLC).

ENDI provided certain assets to the buyer in exchange for a royalty stream over the next five years. Specifically, ENDI will receive 7.5% of revenue generated from qualified sales in the first year and 5% of revenue in years two through five. Other nonmaterial assets and liabilities were assumed by the buyer.

“This transaction allows us to better focus on Willow Oak Asset Management, our asset management subsidiary,” said ENDI’s executive chairman, Steven Kiel. “We are excited about Willow Oak’s future and look forward to strengthening our current relationships and continuing to build new relationships with strategic partners, investors, and shareholders.”

About Enterprise Diversified, Inc.

Enterprise Diversified, Inc. is primarily an alternative asset manager with interests in several diverse business activities in the following industries: asset management, real estate, and internet access. Copies of Enterprise Diversified’s press releases and additional information about the company are available at https://www.enterprisediversified.com.

Forward-Looking Statements

Matters discussed in this press release may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts. These statements are not guaranties of future performance, and actual results may differ materially from those forecasted.

The Company desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words “believe,” “anticipate,” “intends,” “estimate,” “forecast,” “project,” “plan,” “potential,” “may,” “should,” “expect,” “pending,” and similar expressions identify forward-looking statements. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs, or projections.