8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): July 24, 2017 (July 21, 2017)

Micron Solutions, Inc.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of Incorporation or organization) 1-9731 (Commission File Number) 72-0925679 (I.R.S. Employer Identification Number)

25 Sawyer Passway

Fitchburg, MA 01420

(Address of principal executive offices and zip code)

(978) 345-5000

(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 (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 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 5.02   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain      Officers; Compensatory Arrangements of Certain Officers.

On July 21, 2017, the Micron Solutions, Inc. (the “Company”) board of directors appointed Mr. Rodd E. Friedman to the Board of Directors, effective immediately.  Mr. Friedman will be a Class II director with his term expiring at the 2018 annual meeting.  Pursuant to the Board's standard compensation policy for non-employee directors, Mr. Friedman will be entitled to receive an annual cash retainer payable quarterly in arrears.  With the appointment, the Company’s Board consists of seven directors, six of whom are independent.

Mr. Friedman is the founder and managing member of REF Securities & Co. (“REF”), a private investment firm.  Mr. Friedman and REF currently own approximately 13% of the common stock of the Company.  REF is also the holder of $100,000 of the subordinated promissory notes issued by the Company in December 2013 and 20,000 warrants to purchase common stock.  REF has been principally engaged in investing in public and private equities and derivatives since 1991.   Prior to founding REF, Mr. Friedman was employed as an options trader at O’Connor and Associates, a market maker on the American Stock Exchange. Mr. Friedman received a Bachelor of Science in Finance from NYU Stern School of Business.

No family relationships exist between Mr. Friedman and any of the Company's other directors or executive officers. There are no arrangements between Mr. Friedman and any other person pursuant to which Mr. Friedman was nominated as a director, nor are there any transactions to which the Company is or was a participant and in which Mr. Friedman has a material interest subject to disclosure under Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure

On July 24, 2017, the Company issued a press release regarding the appointment of Mr. Rodd Friedman as a director.  The Company also announced the engagement of Bonifacio Consulting Services, LLC (“BCS”), a manufacturing consultancy firm with a focus on plastics, medical devices, contract manufacturing and outsourcing.  BCS has been engaged to analyze and benchmark the Company’s operations, suggest business development strategies, and improve operating performance.  A copy of the press release is included herein as Exhibit 99.01.

The information in this Item 7.01 disclosure, including Exhibit 99.01, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section. In addition, the information in this Item 7.01 disclosure, including Exhibit 99.01, shall not be incorporated by reference into the filings of the Registrant under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.Description

99.01Press Release dated July 24, 2017.

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, thereunto duly authorized, in the City of Fitchburg, Commonwealth of Massachusetts, on the 24th day of July, 2017.

MICRON SOLUTIONS, INC.

By:  /s/ Derek T. Welch

Derek T. Welch

Chief Financial Officer

EX-99.1

NEWS RELEASE

25 Sawyer Passway ● Fitchburg, Massachusetts 01420

FOR IMMEDIATE RELEASE

Exhibit 99.01

Micron Solutions, Inc. Appoints
Rodd E. Friedman to its Board of Directors

FITCHBURG, MA, July 24, 2017 – (GLOBALNEWSWIRE) – Micron Solutions, Inc. (NYSE MKT:MICR) (the “Company”), announced today the appointment of Mr. Rodd E. Friedman to its Board of Directors, effective July 21, 2017.    Mr. Friedman will be a Class II director with his term expiring at the 2018 annual meeting.  The Company’s Board now consists of seven directors, six of whom are independent.

Mr. Friedman is the founder and managing member of REF Securities & Co. (“REF”), a private investment firm.  Mr. Friedman and REF currently own approximately 13% of the common stock of the Company.  REF also is the holder of $100,000 of the subordinated promissory notes issued by the Company in December 2013 and 20,000 warrants to purchase common stock.  REF has been principally engaged in investing in public and private equities and derivatives since 1991.   Prior to founding REF, Mr. Friedman was employed as an option trader at O’Connor and Associates, a market maker on the American Stock Exchange. Mr. Friedman received a Bachelor of Science in Finance from NYU Stern School of Business.

The Company also announced the engagement of Bonifacio Consulting Services, LLC (“BCS”), a manufacturing consultancy firm with a focus on plastics, medical devices, contract manufacturing and outsourcing.  BCS has been engaged to analyze and benchmark the Company’s operations, suggest business development strategies, and improve operating performance.   

Mr. Friedman commented, "I look forward to working with the Board of Directors of Micron Solutions.  Hiring Bonifacio Consulting is the first step in our collective goal to improve shareholder value."

About Micron Solutions, Inc.
Micron Solutions, Inc., through its wholly-owned subsidiary, Micron Products, Inc., is a diversified contract manufacturing organization that produces highly-engineered, innovative medical device technologies requiring precision machining and injection molding.  The Company also manufactures components, devices and equipment for military, law enforcement, industrial and automotive applications.  In addition, the Company is a market leader in the production and sale of silver/silver chloride coated and conductive resin sensors used as consumable component parts in the manufacture of integrated disposable electrophysiological sensors.  The Company’s strategy for growth is to build a best-in-class quality organization and capitalize on its engineering design expertise and reliable, proprietary manufacturing processes to further penetrate the medical device contract manufacturing market.

The Company routinely posts news and other important information on its websites:
http://www.micronsolutionsinc.com, http://www.micronproducts.com

Safe Harbor Statement
Forward-looking statements made herein are based on current expectations of Micron Solutions, Inc. (“our” or the “Company”) that involve a number of risks and uncertainties and should not be considered as guarantees of future performance. The factors that could cause actual results to differ materially include whether BCS will be effective in carrying out its responsibilities and our ability to

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Micron Solutions, Inc. Announces Appointment of New Director
July 24, 2017

Page 2 of 2

successfully implement suggested strategies and improve operations, our ability to retain order volumes from customers who represent significant proportions of net sales; our ability to maintain our pricing model, offset higher costs with price increases and/or decrease our cost of sales; variability of customer delivery requirements; the level of sales of higher margin products and services; our ability to manage our level of debt and provisions in the debt agreements which could restrict our ability to implement strategic changes ; failure to comply with financial and other covenants in our credit facility; volatility in commodity and energy prices and our ability to offset higher costs with price increases; continued availability of supplies or materials used in manufacturing at competitive prices; variability of customer delivery requirements; variations in the mix of products sold; and the amount and timing of investments in capital equipment, sales and marketing, engineering and information technology resources.  More information about factors that potentially could affect the Company's financial results is included in the Company's Annual Report on Form 10-K and other filings with the Securities and Exchange Commission.

Contact:

Mr. Derek T. Welch
Chief Financial Officer
978-345-5000