8-K

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): October 12, 2021

SCOTT’S LIQUID GOLD-INC.

(Exact name of Registrant as specified in its charter)

Colorado	001-13458	84-0920811
(State or other jurisdiction<br><br><br>of incorporation)	(Commission File Number)	(I.R.S. Employer<br><br><br>Identification No.)
8400 E. Crescent Parkway, Suite 450, Greenwood Village, CO	80111
---	---
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (303) 373-4860

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K 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 Exchange Act.

Title of each class	Trading Symbol	Name of exchange on which registered
None	None	None

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.

The Employment Agreement between Scott’s Liquid Gold-Inc. (the “Company”) and Mr. Arndt described in Item 5.02 below is incorporated into this Item 1.01 by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of President and Principal Executive Officer

Effective as of October 22, 2021, Tisha Pedrazzini will serve as President and Principal Executive Officer.

Tisha Pedrazzini, age 46, served as the Interim Co-President since April 26, 2021, and is a member of the Company’s Board of Directors.  Ms. Pedrazzini is the Founder and Chief Innovation Officer of Pedrazzini Consulting, LLC, a consulting firm that advises clients on brand transformation, innovative growth, and organization optimization.  Prior to founding Pedrazzini Consulting, Ms. Pedrazzini was President at The Integer Group/TBWA, where she oversaw all aspects of building and growing the agency.  She led a team of over 400 agency partners, across five offices, working with sales and marketing leadership teams across many Fortune 500 clients to deliver advertising, go-to-market strategies, innovation, and growth strategies for existing and emerging brands. She holds a B.S. in Marketing and Biology from the University of Colorado.

Appointment of Chief Financial Officer, Treasurer and Corporate Secretary

Effective as of October 22, 2021, David Arndt, age 37 will serve as Chief Financial Officer, Principal Accounting Officer, Treasurer and Corporate Secretary.  Mr. Arndt was employed by the Company beginning in 2017, serving as the VP of Finance of the Company since April 2021 and, prior to that, serving as Director of FP&A and Treasury, Controller, and Director of Financial Reporting.  Before joining the Company, Mr. Arndt was employed by Plante & Moran, PLLC for seven years, serving in a number of positions, including Audit Manager, and serving several clients in the manufacturing and consumer products industries.  Mr. Arndt holds a B.S. in Accounting and a Master of Accountancy from the University of Kansas and is a CPA.

In connection with Mr. Arndt becoming CFO, the Company and Mr. Arndt entered into an Employment Agreement, which provides for an annual salary of $205,000 and the potential to earn a bonus of $15,000, based on the Company’s performance in fiscal year 2021.  The initial term of the agreement is one year and it will renew automatically for 120 day periods thereafter unless either party provides 90 days notice on non-renewal.  The agreement also provides that, following the initial term, Mr. Arndt will receive a 3-month severance in the event he is terminated after a change of control.

Departure of Mr. Paprzycki

On October 12, 2021, Kevin Paprzycki, Interim Co-President and Chief Financial Officer of the Company and a member of the Board of Directors, informed the Company that he is resigning effective as of October 22, 2021.

Item 7.01.Regulation FD Disclosure.

On October 18, 2021, the Company issued a press release announcing the changes to the executive team described in Item 5.02. A copy of the press release is furnished as Exhibit 99.1 to this Current Report. The information in this Item 7.01 and contained in Exhibit 99.1 will not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor will such information or exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as is expressly set forth by specific reference in such a filing.

Item 9.01	Financial Statements and Exhibits.

(d)Exhibits: The following exhibit is filed as part of this report:

Exhibit No.	Exhibit Description
99.1<br><br><br>104	Scott’s Liquid Gold-Inc. press release, dated October 18, 2021<br><br><br>Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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.

			SCOTT’S LIQUID GOLD-INC.
Date:	October 18, 2021	By:	By: /s/ Tisha Pedrazzini
			Tisha Pedrazzini
			President

slgd-ex991_6.htm

Exhibit 99.1

Corporate & financial news release

SCOTT’S LIQUID GOLD ANNOUNCES MANAGEMENT TEAM

Tisha Pedrazzini named President

David Arndt named CFO

GREENWOOD VILLAGE, COLORADO – October 18, 2021 – Scott’s Liquid Gold-Inc. (OTC: SLGD) today announced several leadership changes as the company’s transformation continues.

Following her appointment to Interim Co-President in May, Scott’s is pleased to announce that Tisha Pedrazzini will be named President and Principal Executive Officer of Scott’s Liquid Gold effective October 22, 2021. David Arndt, who has held increasingly senior positions at Scott’s over the last four years, most recently in the position of Senior VP of Finance and Controller, will be named Chief Financial Officer.

Dan Roller, Chairman of the Board, expressed the Board’s confidence in Tisha Pedrazzini and David Arndt. “Tisha has been an integral part of Scott’s leadership team for the past six months, developing and beginning to execute strategies to drive continued transformation, operational excellence and growth.  She is an outstanding leader with a pertinent skillset developed during her 20+ year career in consumer products, and the company will benefit from her ongoing leadership to build on the strategic vision she has helped create this year,” he said. “David is a trusted financial leader and has been a great partner to the organization.  We are lucky to have him in this role.”

“I am honored to serve as President of Scott’s,” said Ms. Pedrazzini. “My confidence in the future is rooted in my confidence in our brands. Scott’s is transforming to be a faster-growing, more profitable company. We are motivated to win, committed to growth, and have a strong focus on driving efficiencies in everything we do. I look forward to partnering with the Scott’s team to best serve our consumers and create value for our shareholders.”

“I’m confident that the strong relationship that David and I have built over the past six months will enable us to deliver results,” added Ms. Pedrazzini. “David has helped the company financially navigate through the pandemic in order to position us for future growth.”

“I want to thank our board of directors for its vote of confidence,” said Mr. Arndt. “I’m looking forward to working with Tisha and our team to grow our brands, maximize results, and increase shareholder value.”

Kevin Paprzycki, Interim Co-President and Chief Financial Officer, will be resigning from his roles on October 22, 2021. The Company thanks Mr. Paprzycki for his contributions and leadership, including his efforts over the past year during the COVID-19 pandemic.

About Scott’s Liquid Gold-Inc.

Scott's Liquid Gold-Inc. and its trusted brands have been a part of consumers' lives for over 70 years. Our products deliver high-quality, proven results that are supported by best-in-class consumer ratings and reviews. Our portfolio includes some of the most trusted and recognized consumer brand names, including our namesake Scott’s Liquid Gold wood care products, as well as Kids N Pets, Dryel, Biz Stain Fighter, Denorex, Prell, and Alpha Skin Care. We are also the current American specialty channel distributor for Batiste Dry Shampoo.

Note Regarding Forward-Looking Statements

This news release may contain "forward-looking statements" within the meaning of the federal securities laws that are intended to qualify for the Safe Harbor from liability established by the Private Securities Litigation Reform Act of 1995. "Forward-looking statements" generally can be identified by the use of forward-looking terminology such as "assumptions," "target," "guidance," “strategy,” "outlook," "plans," "projection," "may," "will," "would," "expect," "intend," "estimate," "anticipate," "believe”, "potential," or "continue" (or the negative or other derivatives of each of these terms) or similar terminology.

Forward-looking statements convey our expectations, intentions, or forecasts about future events, circumstances, or results. All forward-looking statements, by their nature, are subject to assumptions, risks, and uncertainties, which may change over time and many of which are beyond our control. You should not rely on any forward-looking statement as a prediction or guarantee about the future. Actual future objectives, strategies, plans, prospects, performance, conditions, or results may differ materially from those set forth in any forward-looking statement. Some of the factors that may cause actual results or other future events or circumstances to differ from those in forward-looking statements are described in the Company's Annual Report on Form 10-K for the year ended December 31, 2020 and the Company's subsequent Quarterly Reports on Form 10-Q and other periodic reports filed with the Securities and Exchange Commission. Any forward-looking statement made by us or on our behalf speaks only as of the date that it was made. We do not undertake to update any forward-looking statement to reflect the impact of events, circumstances, or results that arise after the date that the statement was made, except as required by applicable securities laws. You, however, should consult further disclosures (including disclosures of a forward-looking nature) that we may make in any subsequent filings with the Securities and Exchange Commission.

Investor Relations Contact:

David Arndt

Senior VP, Finance

303.576.6027