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:) | January 27, 2025
|
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
| Nasdaq
|
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 | Entry into a Material Definitive Agreement |
On January 28, 2025, Tandy Leather Factory, Inc. (the “Company”) entered into a commercial lease agreement (the “Lease”) with Jackson-Shaw/Benbrook North, LP, for new corporate headquarters facilities, including a new primary distribution center, located in Benbrook, Texas. The Lease is expected to commence on or about July 1, 2025, with the Company expected to move the majority of its operations into the space in September 2025, and runs through September 2035. The Lease provides for initial base rent of approximately, $84,000 per month (increasing annually by approximately 4%) plus net charges for common area maintenance and other building shared costs estimated to initially be approximately $27,000 per month.
| Item 5.02. | Departure of Directors or Certain Officers, Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 27, 2025, Eric Speron resigned as a member of the Company’s Board of Directors and its Compensation Committee, effective as of January 31, 2025. Mr. Speron’s resignation was not due to any disagreement with the Company. With Mr. Speron’s resignation, the Company will reduce the size of its Board of Directors to six members.
On January 27 , 2025, the Company’s Board of Directors declared a special dividend of $1.50 per share of common stock, payable on February 18, 2025, to stockholders of record on February 3, 2025.
On January 29, 2025, the Company issued a press release (the “Press Release”) announcing the matters described above. A copy of the Press Release is attached as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| | No. | Exhibit |
| | | Press release dated January 29, 2025 |
| | Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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, 2023, 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: January 30, 2025 | By: /s/ Johan Hedberg |
|
| Johan Hedberg, Chief Executive Officer |
