false 0000700841 0000700841 2024-05-08 2024-05-08
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 8, 2024
 
RCM Technologies, Inc.
(Exact Name of Registrant as Specified in Charter)
 
Nevada
(State or Other
Jurisdiction of
Incorporation)
1-10245
(Commission File
Number)
95-1480559
(I.R.S. Employer
Identification No.)
 
2500 McClellan Avenue, Suite 350
   
Pennsauken, NJ
 
08109-4613
(Address of Principal Executive Offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code: (856) 356-4500 
 
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 (see General Instruction A.2. below):
 
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)).
 
Indicate by check mark whether the registrant is an emerging growth company as defined in 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.  ☐
 
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, par value $0.05 per share
 
RCMT
 
The NASDAQ Stock Market LLC
 
 

 
 
Item 8.01              Other Events.
 
As previously disclosed, on March 29, 2024, RCM Technologies, Inc. (the “Company”) entered into an At Market Issuance Sales Agreement with B. Riley Securities, Inc. (the “Agent”) pursuant to which the Company may sell, from time to time, at its option, up to $50,000,000 of shares (the “Shares”) of the Company’s common stock, par value $0.05 per share, through the Agent, as the Company’s sales agent. 
 
The Company has filed this Current Report on Form 8-K for the sole purpose of filing as Exhibit 5.1 hereto the opinion letter of Brownstein Hyatt Farber Schreck, LLP, in accordance with the requirements of Item 601(b)(5) of Regulation S-K.
 
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Shares nor shall there be any sale of the Shares in any state in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
 
Item 9.01              Financial Statements and Exhibits.
 
(d)
 
Exhibit No.
 
Exhibit Name
     
5.1
 
Opinion Letter of Brownstein Hyatt Farber Schreck, LLP, dated May 8, 2024.
104
 
Cover Page Interactive Data File (formatted as Inline XBRL).
 
 

 
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.
 
RCM TECHNOLOGIES, INC.
 
 
 
By:
/s/ Kevin D. Miller
 
Kevin D. Miller
 
Chief Financial Officer, Treasurer and
Secretary
 
Dated: May 8, 2024