On May 18, 2020, Tandy Leather Factory, Inc. (the “Company”) issued a press release announcing (1) that the Company will host its 2020 Annual Meeting of Stockholders online on June 2, 2020 (the “2020 Annual Meeting”), and (2) certain financial results as described in the next paragraph. A copy of the press release is attached as Exhibit 99.1.

As previously reported, the Company is undertaking a restatement of prior financial statements and is not currently reporting its regular financial results until the restatement has been completed. For this reason, the press release includes only certain limited financial results, primarily relating to sales, cash and strategic initiatives, for fiscal year 2019 and the three months ended March 31, 2019.

In addition, because of the pending restatement, the Company is unable to solicit stockholder votes for the 2020 Annual Meeting by proxy statement. In connection with the 2020 Annual Meeting, the Company has produced an information statement, including a description of the proposals to be voted upon at the 2020 Annual Meeting and other Company information that would typically be included in an proxy statement for an annual stockholders meeting. A copy of the Company’s meeting notice and information statement is attached as Exhibit 99.2. The attached information statement is not a proxy statement or a solicitation of shareholder votes by proxy; stockholders will need to attend the webcast of the Company’s Annual Meeting in order to cast their votes on these proposals.

The information in this report and the exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall they be deemed incorporated by reference in any filing with the Securities and Exchange Commission under the Securities Exchange Act of 1934 or the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Forward Looking Statements

Certain statements contained in this report and other materials the Company files with the SEC, as well as information included in oral statements or other written statements made or to be made by the Company, other than statements of historical fact, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally are accompanied by words such as “may,” “will,” “could,” “should,” “anticipate,” “believe,” “budgeted,” “expect,” “intend,” “plan,” “project,” “potential,” “estimate,” “continue,” “outlook,” “forecast” or “future,” variations thereof or other similar statements. Please refer to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 for additional information concerning these and other uncertainties that could negatively impact the Company. The Company assumes no obligation to update or otherwise revise its forward-looking statements, except as required by law.

TANDY LEATHER FACTORY INC Exhibit
EX-99.1 2 nc10012084x1_99-1.htm EXHIBIT 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE           May 18,…
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About Tandy Leather Factory, Inc. (NASDAQ:TLF)

Tandy Leather Factory, Inc. is a retailer and a wholesale distributor of a range of leather and related products. The Company’s products include leather, leatherworking tools, buckles and adornments for belts, leather dyes and finishes, saddle and tack hardware, and do-it-yourself kits. The Company also manufactures leather lacing and some of its do-it-yourself kits. The Company operates through three segments: Wholesale Leathercraft, Retail Leathercraft and International Leathercraft. The Wholesale Leathercraft segment consists of a chain of wholesale stores operating under the name, The Leather Factory, located in North America. The Retail Leathercraft segment consists of a chain of retail stores operating under the name, Tandy Leather Company, located in North America. The International Leathercraft segment sells to both wholesale and retail customers. The Company has approximately four stores, two located in the United Kingdom, one located in Australia and one located in Spain.