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):February 27, 2018(February 27, 2018)

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 7.01 Regulation FD Disclosure

On February 27, 2018, the Company issued a press release regarding Micron Products’ exclusive multi-year manufacturing agreement. 

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 February 27, 2018.

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 the27th day of February, 2018.

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

Exhibit 99.01

FOR IMMEDIATE RELEASE

Micron Solutions, Inc. Announces Multi-Year Exclusive

Manufacturing Agreement with its Largest Customer

FITCHBURG, MA February 27, 2018, Micron Solutions, Inc. (the “Company”) (NYSE American:  MICR) is pleased to announce that its wholly owned subsidiary Micron Products, Inc. (“Micron”) with offices in Fitchburg, MA has entered into a multi-year agreement with its largest customer (“Customer”) to supply a variety of their patented componentsand assemblies which are fabricated by Micron.  

Under this agreement, Micron is the exclusive manufacturer of a variety of injection molded products which are sold by the Customer worldwide. The supply and manufacturing agreement sets forth the general terms and conditions, including product quality, product changes, deliveries and pricing pursuant to which Micron will exclusively manufacture and sell required product and tooling to its Customer against purchase orders.  The agreement provides for initial order quantities, volume-based pricing and rebates as well as rolling forecasts.  Micron has received purchase orders for $3.4 million for the first year of productionwith the expectation that shipments will be at least $3.0 million to $4.0 million for subsequent years of the multi-year agreement. The Company expects production under the agreement to commence in the first quarter of 2018. 

“After more than 5 years of close collaboration, we are pleased to be a part of our Customer’s success in developing and selling these components.  Micron has developed a number of highly automated and accurate manufacturing cells which can produce millions of parts per day,” commented Salvatore Emma, Micron’s President and CEO.  “Micron and its Customer share in the automation investment to keep costs competitive while improving quality and delivery reliability.”

About Micron Solutions Inc.

Micron Solutions Inc., through its wholly-owned subsidiary, Micron Products, Inc. (collectively, the “Company”), is a diversified contract manufacturing organization that produces highly-engineered, innovative medical device components 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 contract manufacturer with a specialized focus on plastic injection molding and highly-engineered medical devices and components requiring precision machining.

The Company routinely posts news and other important information on its websites:

http://www.micronsolutionsinc.com and 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 our ability to obtain and 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 and ability to generate sales of higher margin products and services; our ability to manage our level of debt and provisions in the debt agreements which could make the Company sensitive to the effects of economic downturns and limit our ability to react to changes in the economy or our industry; failure to comply with financial and other covenants in our credit facility; reliance on revenues

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Micron Solutions, Inc. Announces Multi-Year Agreement

February 27, 2018

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from exports and impact on financial results due to economic uncertainty or downturns in foreign markets; 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; variations in the mix of products sold; continued availability of supplies or materials used in manufacturing at competitive prices; 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.

For more information, contact:

Derek T. Welch

Chief Financial Officer

978.345.5000

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