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 20, 2021

SUPERIOR DRILLING PRODUCTS, INC.

(Exact name of registrant as specified in its charter)

Commission File Number: 001-36453

Registrant’s telephone number, including area code: (435) 789-0594

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:

Securities Registered Pursuant to Section 12(b) of the Exchange Act:

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

On May 20, 2021, the Company received a notification from the NYSE American LLC (the “NYSE American”) indicating that, as a result of the Company’s stockholders’ equity of $3.3 million as of March 31, 2021, and reported losses for three of the last four fiscal years, the Company is not in compliance with Section 1003(a)(ii) of the NYSE American listing standards. The notice has no immediate effect on the listing or trading of the Company’s common stock.

The Company has been granted through May 18, 2022 to regain compliance with all applicable NYSE listing standards based on a plan approved by the NYSE American in January 2021, but subject to providing quarterly updates to its plan. Failure to regain compliance by that date could result in the NYSE American commencing delisting proceedings.

Item 8.01 Other Events.

On May 26, 2021, the Company issued a press release announcing the notice of continued noncompliance from the NYSE American. A copy of the press release is filed herewith as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

*Furnished herewith.

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 hereunto duly authorized.

Date: May 26, 2021