UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events |
On August 15, 2022, after review and consideration of capital allocation alternatives with its financial advisor, the Independent Transaction Committee of the Board of Directors of Tile Shop Holdings, Inc. (the “Company”) unanimously recommended that the Board of Directors approve, and the Board of Directors unanimously approved, a stock repurchase program authorizing the Company to repurchase up to $30 million of shares of the Company’s common stock. Repurchases under the program may be made using a variety of methods, which may include, but are not limited to, open market purchases, privately negotiated transactions, or purchases pursuant to a 10b5-1 plan. The specific manner, timing, pricing, and amount of any transactions will be subject to the Company’s discretion and may be based upon prevailing stock prices, general economic and market conditions, legal requirements, and alternative opportunities that the Company may have for the use or investment of its capital. The repurchase program has no expiration date, but may be modified, suspended, or terminated by the Board of Directors at any time.
The Company plans to enter into a written stock repurchase plan (the “Plan”) in conformity with the provisions of Rule 10b5-1 and Rule 10b-18 promulgated under the Securities Exchange Act of 1934, as amended, under the stock repurchase program, on or about August 16, 2022. The Plan will provide for repurchases of up to $30 million of shares of the Company’s common stock, commencing not earlier than August 29, 2022. The Plan will terminate on the earlier of the repurchase of $30 million of shares of the Company’s common stock and March 6, 2023. There can be no assurance as to the exact number, or aggregate value, of shares of common stock that may be repurchased by the Company under the Plan.
On August 16, 2022, the Company issued a press release announcing the stock repurchase program, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits. |
| 99.1 | Press Release of Tile Shop Holdings, Inc., dated August 16, 2022. |
| 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.
| TILE SHOP HOLDINGS, INC. | |||
| By: | /s/ Karla Lunan | ||
| Date: August 16, 2022 | Name: | Karla Lunan | |
| Title: | Chief Financial Officer | ||