8-K 1 e620047_8k-sii.htm
















Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of Report (Date of Earliest Event Reported): November 2, 2020





(Exact name of registrant as specified in its charter)


Oregon   001-38964   93-1151989

(State or other jurisdiction

of incorporation or organization)




File Number)



(I.R.S. Employer

Identification Number)



2765 N.W. Nicolai Street

Portland, Oregon 97210-1818

(Address of principal executive offices) (Zip Code) 


Registrant’s telephone number, including area code: (503) 227-7908


Not Applicable

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
Common Stock – no par value SMIT NASDAQ Capital Market
Series A Junior Participating Preferred Stock Purchase Rights N/A N/A


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 3.01. Notice of Delisting or Failure To Satisfy a Continued Listing Rule or Standard; Transfer of Listing.


On October 19, 2020, Schmitt Industries, Inc. (“we”, “us” or “our”) received written notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying us that we did not file our Quarterly Report on Form 10-Q for the quarter ended August 31, 2020 (the “Form 10-Q”) by October 16, 2020, as required for continued listing on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5250(c)(1). On November 2, 2020, we received written notice from NASADQ notifying us that, based on the October 30, 2020 filing of Form 10-Q, we are now in compliance with NASAQ rules.


Item 7.01. Regulation FD Disclosure.


A press release, dated November 2, 2020, disclosing the Company’s receipt of the Nasdaq notification letter referenced above is attached hereto as Exhibit 99.1.


The information furnished in this Item 7.01 of this Form 8-K (including Exhibit 99.1 attached hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any filing of Schmitt Industries, Inc. under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.


Item 9.01. Financial Statements and Exhibits.


(d) Exhibits.
99.1 Press Release of Schmitt Industries, Inc. issued on November 2, 2020







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.


November 2, 2020   By:

/s/ Jamie Schmidt

      Name: Jamie Schmidt
      Title: Chief Financial Officer and Treasurer