PORTLAND, Ore., Sept. 20,
2022 /PRNewswire/ -- On September 14, 2022, Schmitt Industries, Inc.
(NASDAQ: SMIT) (the "Company" or "Schmitt") received written notice
from the Listing Qualifications Department of The Nasdaq Stock
Market LLC ("Nasdaq") notifying the Company that it did not file
its Annual Report on Form 10-K for the fiscal year ended
May 31, 2022 (the "Form 10-K") by
September 13, 2022, as required for
continued listing on the Nasdaq Capital Market pursuant to Nasdaq
Listing Rule 5250(c)(1). Under Nasdaq rules, the Company has 60
calendar days, or until November 13, 2022, to submit to Nasdaq a
plan to regain compliance with Nasdaq rules. If Nasdaq accepts the
plan, the Company will have until February 27, 2023 to regain
compliance. The Company is working to finalize the Form 10-K and
intends to file the Form 10-K in October to regain compliance.
Schmitt's common stock will continue to be listed and traded on
the Nasdaq Capital Market during the 60-day grace period, subject
to its compliance with the other continued listing requirements of
the Nasdaq Capital Market.
Schmitt has determined that its financial statements as of and
for the quarterly periods ended from August
31, 2021 through February 28,
2022 (collectively, the "Non-Reliance Periods") included in
the associated Form 10-Qs for the periods ended August 31, 2021, November
30, 2021 and February 28,
2022, including the comparative periods, filed with the
Securities Exchange Commission (the "SEC"), (1) should no longer be
relied upon due to certain errors in the ineffective application of
cut-off procedures resulting primarily in the exclusion of certain
general and administrative expenses from the statement of
operations in the Company's financial statements during the fiscal
year ended May 31, 2022 and (2) will
require restatement. The Company's preliminary estimate is that the
cumulative effect of these errors is a misstatement of $330,203 in under-recognized expenses over the
first three quarters of its fiscal year; however such amount is
subject to revision as the Company finalizes its analysis. For
further information please refer to Schmitt's Current Report on
Form 8-K filed with SEC on September 20,
2022.
On September 17, 2022, the Company
received notice of termination of the previously announced
non-binding term sheet (the "Term Sheet") with Proton Green, LLC
("Proton Green") regarding the reverse merger with Proton Green and
spin-off of Schmitt's Ample Hills business. As a result of the
termination the transactions contemplated by the Term Sheet, as
described in the Company's press release dated July 20, 2022, will not proceed.
About Schmitt Industries
Schmitt Industries, Inc., founded in 1987, designs, manufactures
and sells high precision test and measurement products, solutions
and services through its Acuity® and Xact® product lines. Acuity
provides laser and white light sensor distance measurement and
dimensional sizing products, and our Xact line provides
ultrasonic-based remote tank monitoring products and related
monitoring revenues for markets in the Internet of Things
environment. The Company also owns and operates Ample Hills
Creamery, a beloved ice cream manufacturer and retailer based in
Brooklyn, NY.
Safe Harbor Statement
This document may contain forward-looking statements made
pursuant to the Private Securities Litigation Reform Act of 1995.
These statements are not guarantees of future performance and
involve risks and uncertainties that are difficult to predict.
Actual outcomes and results may differ materially from what is
expressed or forecasted in such forward-looking statements due to
numerous factors. A complete discussion of the risks and
uncertainties that may affect Schmitt's business, including the
business of its subsidiary, is included in "Risk Factors" in the
Company's most recent Annual Report on Form 10-K as filed by the
Company with the Securities and Exchange Commission.
For more information
contact:
|
Michael R. Zapata,
President and CEO
Phillip Bosco, CFO and
Treasurer
(503)
227-7908
|
|
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SOURCE Schmitt Industries, Inc.