frd20220629

frd20220629_8k.htm

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): June 29, 2022

FRIEDMAN INDUSTRIES, INCORPORATED

(Exact name of registrant as specified in its charter)

Texas	1-07521	74-1504405
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1121 Judson Road Suite 124, Longview, Texas 75601

(Address of principal executive offices, including zip code)

(903) 758-3431

(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:

☐ 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, $1 Par Value	FRD	NYSE American

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 8.01. Other Events.

On June 29, 2022, Friedman Industries, Incorporated (“Friedman” or the “Company”) issued a press release providing an update on the expected filing date of the Company’s Form 10-K for the fiscal year ended March 31, 2022. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d)	Exhibits

99.1	Press Release issued by Friedman Industries, Incorporated on June 29, 2022.
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.

	FRIEDMAN INDUSTRIES, INCORPORATED

Date: June 29, 2022
	By:	/s/ Alex LaRue
		Alex LaRue
		Chief Financial Officer, Secretary and Treasurer

Exhibit 99.1

June 29, 2022

Dateline: Longview, Texas

Friedman Industries, Incorporated (NYSE – American; trading symbol: FRD)

FOR IMMEDIATE RELEASE

FRIEDMAN INDUSTRIES, INCORPORATED PROVIDES UPDATE ON FORM 10-K FILING

The Company’s measurement date to determine its filer status with the Securities and Exchange Commission (“SEC”) is September 30^th of each year based on the Company’s fiscal year end date of March 31^st. On September 30, 2021, the Company’s public float was approximately $76 million which surpassed the SEC’s accelerated filer threshold of $75 million and the Company’s revenues for the most recent fiscal year exceeded $100 million. As a result, the Company’s filer status change from a non-accelerated filer to an accelerated filer effective with the March 31, 2022 Form 10-K (“Form 10-K”).

As an accelerated filer the Company’s Form 10-K was due June 14, 2022. On June 14, 2022, the Company filed a Form NT 10-K with the SEC providing notice of inability to timely file. The Form NT provides relief for the filing to occur on or before the fifteenth calendar day following the prescribed due date. Such relief date is June 29, 2022. Regrettably, the Company is unable to file its Form 10-K today as it is still working on the drafting of the Form 10-K and is concluding the independent audit process, including the additional audit requirements imposed as a result of the Company’s new status as an accelerated filer. The Company expects to file its Form 10-K on or before July 22, 2022.

The Company’s completion of the transaction with Plateplus, Inc, as disclosed with the Form 8-K filed with the SEC on May 2, 2022, coincided with a critical time in the Company’s fiscal year-end financial close and independent audit process. The Company’s accounting and finance staff has focused significant time to complete the transaction and to transition employees and business processes post-closing which has contributed to the late filing of the Form 10-K. Cases of COVID-19 within the accounting and finance staff or their households is an additional contributing factor to the late filing.

ABOUT FRIEDMAN INDUSTRIES

Friedman Industries, Incorporated (“Company”), headquartered in Longview, Texas, is a manufacturer and processor of steel products with operating plants in Hickman, Arkansas; Decatur, Alabama; East Chicago, Indiana; Granite City, Illinois and Lone Star, Texas. The Company has two reportable segments: coil products and tubular products. The coil product segment consists of the operations in Hickman, Decatur, East Chicago and Granite City where the Company processes hot-rolled steel coils. The Hickman, East Chicago and Granite City facilities operate temper mills and corrective leveling cut-to length lines. The Decatur facility operates a stretcher leveler cut to length line. The Company has an additional coil segment location under construction in Sinton, Texas. The tubular product segment consists of the operations in Lone Star where the Company manufactures electric resistance welded pipe and distributes pipe through its division Texas Tubular Products.

CONTACT:

Mr. Alex LaRue

Chief Financial Officer, Secretary and Treasurer

(903)758-3431