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): February 23, 2022

MOVING IMAGE TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

(714)

751-7998

(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):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company      x

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.     ¨

On February 23, 2022, Moving iMage Technologies, Inc. (the “Company”) received a notice from NYSE Regulation stating that the Company was not in compliance with the NYSE American LLC’s (the “Exchange”) continued listing standards under the timely filing criteria included in Section 1007 of the NYSE American Company Guide (the “Company Guide”) because the Company failed to timely file with the Securities and Exchange Commission (the “SEC”) its Quarterly Report on Form 10-Q for the period ended December 31, 2021 (the “Delayed Form 10-Q”).

In accordance with Section 1007 of the Company Guide, the Company will have six months from the notification of the filing delinquency, or until August 23, 2022 (the “Initial Cure Period”), to file the Delayed Form 10-Q with the SEC. If the Company fails to file the Delayed Form 10-Q during the Initial Cure Period, the Exchange may, in its sole discretion, provide an additional six-month period depending on the Company’s specific circumstances (the “Additional Cure Period”). If the Exchange determines that an Additional Cure Period is not appropriate, suspension and delisting procedures will commence in accordance with the procedures set out in Section 1010 of the Company Guide. If the Exchange determines that an Additional Cure Period of up to six months is appropriate and the Company fails to file the Delayed Form 10-Q and any subsequent delayed filings by the end of that period, suspension and delisting procedures will generally commence. Notwithstanding the foregoing, however, the Exchange may in its sole discretion decide (i) not to afford the Company any Initial Cure Period or Additional Cure Period, as the case may be, at all or (ii) at any time during the Initial Cure Period or Additional Cure Period, to truncate the Initial Cure Period or Additional Cure Period, as the case may be, and immediately commence suspension and delisting procedures if the Company is subject to delisting pursuant to any other provision of the Company Guide, including if the Exchange believes, in the Exchange's sole discretion, that continued listing and trading of the Company’s securities on the Exchange is inadvisable or unwarranted in accordance with Sections 1001-1006 thereof.

During the Initial Cure Period and the Additional Cure Period, if applicable, the Company’s securities will continue to trade on the Exchange with a late filer (“.LF”) indicator and add the Company will be listed as a NYSE American noncompliant issuer on its website. The Company can regain compliance with the Exchange’s continued listing standards at any time during the Initial Cure Period or Additional Cure Period, as applicable, by filing the Delayed Form 10-Q with the SEC. The Company intends to file the Delayed Form 10-Q as soon as practicable.

On March 1, 2022, the Company issued a press release announcing the foregoing, which is included as Exhibit 99.1 hereto and hereby furnished pursuant to this Item 7.01.

The information disclosed under this Item 7.01, including Exhibit 99.1attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended(the “Exchange Act”), or deemed incorporated by reference in any filing under the Securities Act of 1933, as amended,or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

(d) Exhibits

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.

Exhibit 99.1

Moving iMage Technologies Receives Notice from NYSE American

Regarding Late Filing of Quarterly Report onForm 10-Q

Fountain Valley, California, March 1, 2022 - Moving iMage Technologies(NYSE American: MITQ) (“MiT” or the “Company”), a leading digital cinema technology company, announced that on February 23, 2022, the Company received a notice from NYSE Regulation stating that the Company is not in compliance with the NYSE American LLC’s (the “Exchange”) continued listing standards under the timely filing criteria set forth in Section 1007 of the NYSE American Company Guide (the “Company Guide”). The non-compliance results from the Company’s failure to timely file its Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2021 (the “Delayed Form 10-Q”), which was due to be filed with the Securities and Exchange Commission (“SEC”) no later than February 22, 2022 (the “Filing Delinquency”).

The Company has not timely filed the Delayed Form 10-Q because additional time is needed to complete the Company’s restatement of its unaudited condensed consolidated financial statements for the three months ended September 30, 2020 and 2021 that were previously filed with the SEC on Form 10-Q on November 15, 2021. On February 14, 2022, the Company filed a Notification of Late Filing on Form 12b-25 (the “Form 12b-25”) with the SEC. After the filing of the Form 12b-25, the Company’s auditors informed the Company of a material misstatement in the comparative interim financial statements for the quarter ended September 30, 2021 and 2020 (the “Restatement”). The Restatement will primarily impact (a) Total Liabilities and Stockholders’ Equity/Members’ Deficit as of September 30, 2021 and June 30, 2021 and the removal of Members’ Deficit, (b) net loss and loss per shares for the three months ended September 30, 2020, and (c) condensed consolidated statements of stockholders’ equity (deficit) for the periods ended September 30, 2021 and 2020.

In accordance with Section 1007 of the Company Guide, the Company will have six months from February 23, 2022, or until August 23, 2022 (the “Initial Cure Period”), to file the Delayed Form 10-Q with the SEC. If the Company fails to file the Delayed Form 10-Q during the Initial Cure Period, the Exchange may, in its sole discretion, provide an additional six-month period (the “Additional Cure Period”). The Company can regain compliance with the Exchange’s continued listing standards at any time during the Initial Cure Period or Additional Cure Period, as applicable, by filing the Form 10-Q with the SEC. The Company intends to file the Delayed Form 10-Q as soon as practicable.

During the Initial Cure Period and the Additional Cure Period, if applicable, the Company’s common stock will continue to be listed on the Exchange, subject to the Company’s compliance with other continued listing requirements, with a late filer (“.LF”) indicator.

About Moving iMage Technologies

Moving iMage Technologies is a leading manufacturer and integrator of purpose-built technology solutions and equipment to support a wide variety of entertainment applications, with a focus on motion picture exhibition. MiT offers a wide range of products and services, including custom engineering, systems design, integration and installation, enterprise software solution, digital cinema, A/V integration, as well as customized solutions for emerging entertainment technology. MiT’s Caddy Products division designs and sells proprietary cup-holder and other seating-based products and lighting systems for theaters and stadiums. For more information, visit www.movingimagetech.com.

Forward-Looking Statements

This press release contains 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. All statements, other than statements of historical fact, included or incorporated in this press release are forward-looking statements. The words “believes,” “anticipates,” “estimates,” “plans,” “expects,” “intends,” “may,” “could,” “should,” “potential,” “likely,” “projects,” “continue,” “will,” and “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements include, among others, those statements regarding the Company’s expectations as to the scope and impact of the Restatement, the effect of the Restatement on the Company’s previously reported financial statements and the timing of the filing of the Delayed Form 10-Q.

These forward-looking statements involve risks and uncertainties, and actual results could vary materially from these forward-looking statements. Factors that may cause future results to differ materially from the Company’s current expectations include, among other things, the conclusions from management’s analysis of the scope and impact of the Restatement that the completion and filing of the Delayed Form 10-Q will take longer than expected and that the Company will be unable to file the Delayed Form 10-Q within the Initial Cure Period or the Additional Cure Period.

MiT does not guarantee that it will actually achieve the plans, intentions or expectations disclosed in its forward-looking statements and you should not place undue reliance on MiT’s forward-looking statements. There are a number of important factors that could cause MiT’s actual results to differ materially from those indicated or implied by its forward-looking statements, including those important factors set forth under the caption “Risk Factors” in MiT’s Annual Report on Form 10-K for the period ended June 30, 2021. Although MiT may elect to do so at some point in the future, MiT does not assume any obligation to update any forward-looking statements and it disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.