UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) | ||
| ||||
(Address of principal executive offices) (Zip Code)
|
Registrant’s telephone number, including
area code:
Former name or former address, if changed since last report
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 |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 8.01 | Other Events. |
On May 18, 2022, Schmitt Industries, Inc. (the “Company”) issued a press release regarding the Company’s signing of a letter of intent to sell the assets of its Xact business. A copy of the press release is furnished as Exhibit 99.1 to this report.
Special Note Regarding Forward-Looking Statements
This Form 8-K contains forward-looking statements within the meaning of the federal securities laws, that are, to different degrees, uncertain. Forward-looking statements involve a number of assumptions, risks and uncertainties that could cause actual results to differ materially. Important factors that could cause actual results to differ materially from those suggested by the forward-looking statements in this Form 8-K. In addition, please refer to the risk factors contained in our periodic filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended May 31, 2021 and our Quarterly Report on Form 10-Q for the three months ended February 28, 2022, available at www.sec.gov, under the caption Risk Factors and elsewhere. We do not undertake any obligation to update any forward-looking statements to reflect new information or events or circumstances occurring after the date of this Form 8-K.
Item 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits. |
99.1 | Press Release of Schmitt Industries, Inc., issued on May 18, 2022, entitled “Schmitt Announces It Has Entered Into LOI For Xact Assets.” |
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.
SCHMITT INDUSTRIES, INC. | |||
May 18, 2022 | By: |
/s/ Philip Bosco | |
Name: | Philip Bosco | ||
Title: | Chief Financial Officer and Treasurer |
Exhibit 99.1
IMMEDIATE NEWS RELEASE
SCHMITT INDUSTRIES ANNOUNCES IT HAS ENTERED INTO LOI FOR XACT ASSETS
PORTLAND, OR, May 17, 2022 – Schmitt Industries, Inc. (NASDAQ: SMIT) (the “Company” or “Schmitt”) announced that it has entered into a letter of intent to sell all assets related to its Xact business line. This potential transaction is subject to several contingencies, including the negotiation and execution of definitive transaction agreement, the completion of due diligence to the satisfaction of the acquirer and Company board approval.
There is no guarantee that a transaction will be completed. Accordingly, there can be no assurance that the Company’s efforts to consummate the transaction contemplated by the letter of intent will be successful.
About Schmitt Industries
Schmitt Industries, Inc., founded in 1987, designs, manufactures and sells high precision test and measurement products, solutions and services through its Acuity® and Xact® product lines. Acuity provides laser and white light sensor distance measurement and dimensional sizing products, and our Xact line provides ultrasonic-based remote tank monitoring products and related monitoring revenues for markets in the Internet of Things environment. The Company also owns and operates Ample Hills Creamery, a beloved ice cream manufacturer and retailer based in Brooklyn, NY.
Safe Harbor Statement
This document may contain forward-looking statements made pursuant to the Private Securities Litigation Reform Act of 1995. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to predict. Actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors. A complete discussion of the risks and uncertainties that may affect Schmitt's business, including the business of its subsidiary, is included in "Risk Factors" in the Company's most recent Annual Report on Form 10-K and subsequent filings with the Securities and Exchange Commission.
For more information contact: |
Michael R. Zapata, President and CEO Phillip Bosco, CFO and Treasurer (503) 227-7908 |
Cover |
May 18, 2022 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | May 18, 2022 |
Entity File Number | 001-38964 |
Entity Registrant Name | SCHMITT INDUSTRIES, INC. |
Entity Central Index Key | 0000922612 |
Entity Tax Identification Number | 93-1151989 |
Entity Incorporation, State or Country Code | OR |
Entity Address, Address Line One | 2765 N.W. Nicolai Street |
Entity Address, City or Town | Portland |
Entity Address, State or Province | OR |
Entity Address, Postal Zip Code | 97210-1818 |
City Area Code | (503) |
Local Phone Number | 227-7908 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Common Stock – no par value |
Trading Symbol | SMIT |
Security Exchange Name | NASDAQ |
Entity Emerging Growth Company | false |
Entity Information, Former Legal or Registered Name | Not Applicable |
=^E93"H
M0+/-3NQTW#0Y,4XFUC:<.,PO5M[+I3+[&SS65_2*W"E?[@L;?+4E!_Y48H%O
M,W1TF>KFFMO81%OE"2M0NA OE%+/3;K?H)J_:@=MI28R/^%["E\(NR #;%XQ
MSV$)(\;F@F:U/>NF'[[USCO&UH+DR^2)E9NV0!7',2'PP=S]J>5-3TZ_O,G4
M2@<_L1<)85;WD;=;!%A=+F&[.R;F C&U>_*GQOG>FPE;GWBQ;"0(WG-ZYE>2#HK\8VFZ [/>"/UP8,,5&;M=J+75"\]):&U*G 1Q_@XQZ:')
-?[^=5O4]Y_I*=329O;V^'E+WB-\:?
ML\.(K8=5N,AQOLFJVHZV1^4?%?XI3>CSF?QKB3."Q/&BV=DV2\Y'RFG6HBUP5!]*[IIC5-ZW+'O?D;3W*QYQE;KS>TO,MC>VX0
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M"0*!#F.MDY)2BK36QPL)^REKU;\(6'E;!*QZ%@&K$!K4H1
M(L:EVV6:K#"0G+!3[1J*#LLF'Q9I4*C _L QHPI!^QC7&2V+%&