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:) | December 7, 2021 |
| 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 | TLFA | Over-the-counter “pink sheets” |
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 1.01. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On December 8, 2021, Tandy Leather Factory, Inc. (the “Company”) entered into an agreement (the “Stock Repurchase Agreement”) with Right Lane I, LP (the “Seller”), an institutional shareholder of the Company, to repurchase 212,690 shares (the “Shares”) of the Company’s common stock, par value $0.0024 (the “Common Stock”) in a private transaction. The purchase price was $5.00 per Share and $1,063,450 in total. The closing of the repurchase (the “Closing”) of the Securities will take place on or before December 17, 2021. Prior to the repurchase, the Shares represented approximately 2.4% of the Company’s outstanding Common Stock.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On December 7, 2021, the Company amended and restated its Bylaws. A copy of the Amended and Restated Bylaws is attached as Exhibit 3.1. The changes were made to generally modernize the Company’s bylaws, which had not been amended since 1994. The amendment includes, among other terms, provisions specifically allowing Board of Directors and stockholder meetings to be held remotely in electronic form and allowing notices to Directors to be given in electronic form. It also more closely aligns the timing for stockholders to submit proposals and director nominations for the Company’s annual meeting of shareholders with the time periods required by SEC Rule 14a-8.
The information furnished pursuant to Item 2.02 of this report and the exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 as amended (the “Exchange Act”, or otherwise subject to liabilities under that section, nor shall they be deemed incorporated by reference in any filing of the Company with the Securities and Exchange Commission under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| No. | Exhibit |
| Amended and Restated Bylaws |
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, 2020 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: December 8, 2021 | By: /s/ Michael Galvan | |
| | Michael Galvan, Chief Financial Officer | |