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): December 23, 2021

SCOTT’S LIQUID GOLD-INC.

(Exact name of Registrant as specified in its charter)

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.

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 December 23, 2021, SLG Chemicals, Inc., a Colorado corporation (“SLG Chemicals”) and a wholly owned subsidiary of Scott’s Liquid Gold-Inc., a Colorado corporation (the “Company”), entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Iron Out, Inc. d/b/a Summit Brands, an Indiana corporation (“Buyer”) pursuant to which SLG Chemicals agreed to sell to Buyer all of SLG Chemical’s right, title and interest in and to certain assets of the Dryel® product line, which includes dryer-activated cleaning cloths, reusable fabric protection bags, odor and wrinkle releaser, and stain pens (the “Business”), together with certain obligations and liabilities relating to the Business. The transactions contemplated by the Purchase Agreement were consummated on December 23, 2021 (the “Disposition”). The total consideration paid to SLG Chemicals for the Business was $4,850,000, plus an amount equal to the value of the Business-related inventory, estimated to be $400,000, and subject to post-close adjustment. The Business generated approximately $2,700,000 of net sales in the trailing twelve-month period ending September 30, 2021.

Item 2.01. Completion of Acquisition or Disposition of Assets.

The description of the Disposition contained in Item 1.01 above is hereby incorporated by reference.

Item 7.01. Regulation FD Disclosure.

On December 29, 2021, the Company issued a press release announcing the Disposition. A copy of the Disposition press release is furnished as Exhibit 99.1 to this Current Report. The information under 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 9.01Financial Statements and Exhibits.

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

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.

slgd-ex991_6.htm

Exhibit 99.1

Corporate & financial news release

SCOTT’S LIQUID GOLD ANNOUNCES SALE OF DRYEL BRAND

GREENWOOD VILLAGE, COLORADO – December 29^th^, 2021 – Scott’s Liquid Gold-Inc. (OTC: SLGD) today announced the sale of the Dryel brand.

On December 23, 2021, Scott's sold the Dryel brand to Summit Brands, a Fort Wayne, Indiana company that markets and distributes household cleaning products.

“The completion of this transaction is a key step in our journey to reshape and streamline our portfolio of brands,” said Tisha Pedrazzini, President of Scott’s. “It meaningfully strengthens our balance sheet and positions us to focus on growth and cash generation as we enter 2022.”

Scott's intends to use the proceeds of the sale to reduce debt.

About Scott’s Liquid Gold-Inc.

Scott’s Liquid Gold-Inc. (SLG-Inc.) is a leading manufacturer and marketer of consumer products sold nationally and internationally to retail channels over the last 70 years. SLG-Inc. markets and distributes some of the most trusted and recognized consumer brand names, including its namesake wood cleaning products; Alpha Skin Care®; Kids N Pets®; Messy Pet®; Biz®; Denorex®; Prell® and other brands.

About Summit Brands.

Summit Brands is a family-owned business started in 1958 and offers highly effective, sustainable, and innovative household cleaning products. Summit Brands began with the distribution of a multi-purpose rust stain remover, Iron Out, and has since branched out to include a broader line of specialty cleaning products under the OUT, Glisten and Plink brands. As a category leader in many consumer segments, our goal is to provide high-quality cleaning products that fit the needs of the consumer with guaranteed results.

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, CFO

303.576.6027