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 Act of 1934

Date of Report (Date of earliest event reported) December 7, 2022

AMCON DISTRIBUTING COMPANY

(Exact name of registrant as specified in its charter)

Delaware	1-15589	47-0702918
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

7405 Irvington Road, Omaha NE 68122

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: 402-331-3727

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 CFO 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, $0.01 par value	DIT	NYSE American

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 1.01

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On December 7, 2022, LOL Foods, Inc. ("LOL Foods"), a wholly owned subsidiary of AMCON Distributing Company (the "Company"), entered into an asset purchase agreement (the "Asset Purchase Agreement") with Henry's Foods, Inc. ("HFI"), The Eidsvold Family LLC ("EFLLC" and, together with HFI, the "Sellers"). Under the Asset Purchase Agreement, LOL Foods agreed to purchase substantially all of Henry’s Foods, Inc. wholesale distribution assets for approximately $30.3 million plus working capital adjustments as set forth in the Asset Purchase Agreement. The Company will fund the transaction with borrowings from its existing bank group and is expected to close in the Company’s second fiscal quarter of 2023. The transaction is subject to customary representations, warranties, covenants, and closing conditions.

ITEM 7.01

REGULATION FD DISCLOSURE.

On December 8, 2022, the Company issued a press release announcing the signing of the Asset Purchase Agreement, a copy of which is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

The information in this Item 7.01 (including Exhibit 99.1) shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information set forth in this Item 7.01 (including Exhibit 99.1) shall not be incorporated by reference into any registration statement or other document pursuant to 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.

EXHIBIT NO.

DESCRIPTION

99.1	Press release, dated December 8, 2022, issued by AMCON Distributing Company.

104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		AMCON DISTRIBUTING COMPANY
		(Registrant)

Date: December 8, 2022		/s/ Charles J. Schmaderer

	Name:	Charles J. Schmaderer
	Title:	Vice President, Chief Financial Officer and Secretary

AMCON Distributing Company Acquires Henry’s Foods, Inc.

OMAHA, Neb.--(BUSINESS WIRE)--December 8, 2022--AMCON Distributing Company (“AMCON” or “the Company”) (NYSE American: DIT), an Omaha, Nebraska-based Convenience Distributor is pleased to announce the acquisition of Henry’s Foods, Inc. (“Henry’s”), of Alexandria, Minnesota.

“We are honored that Brian Eidsvold and the Eidsvold family have chosen AMCON to continue the legacy and stewardship of their family held business that was established by Henry Eidsvold in 1929,” said Christopher H. Atayan, AMCON’s Chairman and Chief Executive Officer.” Mr. Atayan added, “We warmly welcome all the Henry’s associates, customers and vendors to the expanding AMCON Family of Brands.”

The Henry’s business and name will continue in the marketplace and the business will operate as a wholly-owned subsidiary of AMCON. Kellie Janssen will continue to lead the business in her role as President of Henry’s.

“Henry’s is the preeminent provider of high-quality foodservice to the convenience distribution industry and will add important new offerings and expertise that we can bring to our customer base,” said Andrew C. Plummer, AMCON’s President and Chief Operating Officer. Mr. Plummer added, “We also look forward to sharing the customer-centered suite of services that AMCON has developed to add value for Henry’s customers. Kellie Janssen’s unwavering commitment and dedication to customer service is a shared value between AMCON and Henry’s and is ultimately the foundation to build an exciting business for the future.”

“Our organization is excited about this transaction as together we will be able to add increased capabilities for Henry’s customers,” said Kellie Janssen, President of Henry’s. Ms. Janssen added, “We now have the enhanced facilities, capacity and geographic reach to serve our customers as they grow. AMCON shares our respect for a positive and collaborative work environment among colleagues which is another key element of our success. This made AMCON the ideal partner for the growth of our business.”

The transaction is expected to close in the Company’s second quarter of fiscal 2023, subject to customary closing conditions.

AMCON is a leading Convenience Distributor of consumer products, including beverages, candy, tobacco, groceries, foodservice, frozen and refrigerated foods, automotive supplies and health and beauty care products with distribution centers in Illinois, Missouri, Nebraska, North Dakota, South Dakota, Tennessee and West Virginia (operated by its Team Sledd, LLC subsidiary). AMCON, through its Healthy Edge Retail Group, also operates nineteen (19) health and natural product retail stores in the Midwest and Florida.

This news release contains forward-looking statements that are subject to risks and uncertainties and which reflect management's current beliefs and estimates of future economic circumstances, industry conditions, Company performance and financial results. A number of factors could affect the future results of the Company and could cause those results to differ materially from those expressed in the Company's forward-looking statements including, without limitation, availability of sufficient cash resources to conduct its business and meet its capital expenditures needs and the other factors described under Item 1.A. of the Company’s Annual Report on Form 10-K. Moreover, past financial performance should not be considered a reliable indicator of future performance. Accordingly, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 with respect to all such forward-looking statements.

Visit AMCON Distributing Company's web site at: www.amcon.com

Contacts

Christopher H. Atayan
AMCON Distributing Company
Ph 402-331-3727