Item 8.01 Other Events.
On July 25, 2022, Schmitt Industries, Inc. (the "Company") issued a press
release providing additional context on a potential reverse merger with Proton
Green, LLC (the "Merger") and a potential spin-off of the Company's Ample Hills
business to the pre-Merger shareholders of the Company. Completion of the Merger
is subject to the negotiation of a definitive merger agreement and related
documentation, approval of the Merger and issuance of shares related to the
Merger by the Company's Board of Directors and shareholders, approval of the
continued listing by Nasdaq of the Company common stock on the Nasdaq Capital
Market on a post-Merger basis (which is anticipated to require raising
additional financing in connection with the closing of the Merger), the
completion of due diligence to the satisfaction of the parties, financing and
satisfaction of other conditions that are to be negotiated as part of the
definitive merger agreement. Accordingly, there can be no assurance that a
merger agreement will be entered into or that the proposed Merger will be
consummated. Further, readers are cautioned that those portions of the term
sheet that describe the proposed Merger, including the consideration to be
issued therein, are non-binding and provide no guarantee that a transaction will
be completed. Accordingly, there can be no assurance that the Company's efforts
to consummate the transactions contemplated by the term sheet will be
successful.
A copy of the press release is furnished as Exhibit 99.1 to this report.
Special Note Regarding Forward-Looking Statements
This Form 8-K contains forward-looking statements within the meaning of the
federal securities laws, 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. 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, 2021 and our Quarterly Report on Form 10-Q for the
three months ended February 28, 2022, 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release of Schmitt Industries, Inc., issued on July 25, 2022,
entitled "Schmitt Industries Comments on Potential Transaction with Proton
Green."
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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