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 Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): ~~November~~December 1423, 2022

SCHMITT INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)


Oregon	001-38964	93-1151989
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

2765 N.W. Nicolai Street Portland, Oregon		97210-1818
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (503) 227-7908

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 CFR 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 – no par value	SMIT	NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Effective~~On ~~November~~January 1423, ~~2022~~2023, ~~the~~Mr. ~~Board~~Philip ofBosco ~~Directors (the “Board”)~~tendered ofhis ~~Schmitt~~resignation ~~Industries,~~from ~~Inc.~~his ~~(the~~Chief ~~“Registrant”)~~Financial ~~appointed~~Officer ~~Kristi~~position ~~Frank~~due to ~~the~~accepting ~~Board.~~a ~~Ms.~~new ~~Frank’s~~position ~~initial term as director will expire~~ at ~~the~~a ~~Registrant’s~~different ~~2022~~company. ~~Annual~~The ~~Meeting~~Board of ~~Shareholders~~Directors (the at“Board”) ~~which~~of ~~time~~Schmitt itIndustries, ~~is expected that she will be a director nominee~~Inc. ~~Ms.~~ ~~Frank~~(the ~~has~~“Registrant”) ~~been~~accepted ~~appointed~~his toresignation, ~~serve~~effective onFebruary ~~the Board’s Audit~~5, ~~Compensation, and Nominating Committees~~2023.

~~There are no transactions in which Ms. Frank has an interest requiring disclosure under~~ Item ~~404(a) of Regulation S-K~~4.01 ~~Ms.~~Changes ~~Frank~~in ~~will be entitled to receive the regular compensation paid to the~~ Registrant’s ~~non-employee~~ ~~directors~~Certifying ~~as fixed by the Board from time-to-time~~Accountant.

AOn ~~copy~~December of23, 2022, UHY LLP (“UHY”), the ~~press~~independent ~~release~~registered ~~announcing~~public ~~the~~accounting ~~appointment~~firm ofto MsSchmitt Industries, Inc. ~~Frank~~(the “Company”), informed the Company of its decision to resign as auditors of the ~~Board~~Company. isThis ~~filed~~resignation asis ~~Exhibit~~effective December 9923, 2022.1 The ~~hereto~~decision was made reluctantly and isafter ~~incorporated~~substantial ~~herein~~deliberation. byThere ~~reference~~remains an unpaid balance due to UHY LLP for services rendered.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit	Description
99.1	Press release entitled “Schmitt Industries Appoints Kristi Frank to its Board”.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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

	SCHMITT INDUSTRIES, INC.
November 16, 2022	By:	/s/ Philip Bosco
February 2, 2023	By:	/s/ Michael Zapata
		Name: Philip Bosco
		Name: Michael Zapata
		Title: Chief Financial Officer and Treasurer
		Title: Chief Executive Officer

Filing Compare · SCHMITT INDUSTRIES INC