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:) | April 3, 2020 |
| Tandy Leather Factory, Inc. |
| (Exact Name of Registrant as Specified in Its Charter) |
| Delaware |
| (State or Other Jurisdiction of Incorporation |
| 1-12368 | 75-2543540 | |
| (Commission File Number) | (IRS Employer Identification Number) |
| 1900 Southeast Loop 820, Fort Worth, Texas | 76140 | |
| (Address of Principal Executive Offices) | (Zip Code) |
| (817) 872-3200 |
| (Registrant's Telephone Number, Including Area Code) |
| (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 (see General Instruction A.2. below):
| ☐ | 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, par value $0.0024 | TLF | The Nasdaq Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On April 3, 2020, Tandy Leather Factory, Inc. (the “Company”) received an additional delinquency notice from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that because the Company has not yet filed its Annual Report on Form 10-K for the year ended December 31, 2019 (the “Form 10-K”), the Company is not in compliance with the Nasdaq filing requirement, as set forth in Nasdaq Listing Rule 5250(c)(1) (the “Rule”). As previously disclosed, Nasdaq Listing Rule 5250(c)(1), in pertinent part, requires the Company to timely file all required periodic reports with the Securities and Exchange Commission. The Company previously reported (in Current Reports on Form 8-K filed on August 23, and November 25, 2019) the receipt of two prior notices of delinquency from Nasdaq, which related to the Company’s Quarterly Reports on Form 10-Q for the three- and six-months ended June 30, 2019 and the three- and nine-months ended September 30, 2019.
On April 2, 2020, the Company attended a hearing before the Nasdaq Hearings Panel (the “Panel”), at which hearing the Company presented its plan to evidence compliance with the Rule and requested that the Panel allow the Company to remain listed and eligible to trade on Nasdaq pending the Company’s return to compliance with the Rule. The Panel has the discretion to grant the Company an extension to evidence compliance with the Rule through no later than August 10, 2020. The Company is currently awaiting the Panel’s formal determination in response to the Company’s request for continued listing on Nasdaq.
On April 7, 2020, the Company issued a press release announcing its receipt of the Nasdaq letter. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
No. | Exhibit |
| Press Release dated April 7, 2020 |
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.
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.
| TANDY LEATHER FACTORY, INC. | |
| Date: April 7, 2020 | By: /s/ Janet Carr |
| Janet Carr, Chief Executive Officer |