SCHMITT INDUSTRIES, INC. (NASDAQ:SMIT) Files An 8-K Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Item 3.01.
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 to Nasdaq Listing Rule 5250(c)(1). Under Nasdaq rules, we now have 60 calendar days, or until December 18, 2020, to submit to Nasdaq a plan to regain compliance with the Nasdaq rules. If Nasdaq accepts the plan, we will have until April 13, 2021 to regain compliance. We intend to file the Form 10-Q by October 30, 2020 to regain compliance.
Our common stock will continue to be listed and traded on the Nasdaq Capital Market during the 60-day grace period, subject to our compliance with the other continued listing requirements of the Nasdaq Capital Market.
Special Note Regarding Forward-Looking Statements
This Form 8-K contains forward-looking statements within the meaning of the federal securities laws, including, without limitation, statements regarding: the timing of filing our Form 10-Q. Forward-looking statements by their nature address matters 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 include, but are not limited to, our ability to complete the accounting review associated with the Form 10-Q to comply with Nasdaq rules. 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, 2020, 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.
A press release, dated October 23, 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.
| (d) | Exhibits. |
| 99.1 | Press Release of Schmitt Industries, Inc., issued on October 23, 2020. |
SCHMITT INDUSTRIES INC Exhibit
EX-99.1 2 ex991to8k12252001_10232020.htm Exhibit 99.1 SCHMITT INDUSTRIES DISCLOSES NOTICE FROM NASDAQ PORTLAND,…
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About SCHMITT INDUSTRIES, INC. (NASDAQ:SMIT)
Schmitt Industries, Inc. designs, manufactures and sells test and measurement products for two main business segments: the Balancer segment and the Measurement segment. The Company operates through two segments: the design and assembly of dynamic balancing systems and components for the machine tool industry (Balancer), and the design and assembly of laser-based test and measurement systems (Measurement). For the Balancer segment, it designs, manufactures and sells computer-controlled vibration detection, balancing and process control systems for the machine tool industry. Under the Measurement segment, the Company through its subsidiary, Schmitt Measurement Systems, Inc., designs, manufactures and sells laser and white light sensors, laser-based micro roughness measurement products, laser-based surface analysis and measurement products, and ultrasonic measurement products. The Company provides sales and service for Europe and Asia through its subsidiary, Schmitt Europe Limited.