8-K

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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): April 1, 2024

MOVING iMAGE TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

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001-40511	​	85-1836381
(Commission File Number)	​	(IRS Employer Identification No.)
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17760 Newhope Street , Fountain Valley , CA	​	92708
(Address of Principal Executive Offices)	​	(Zip Code)

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( 714 ) 751-7998

(Registrant’s Telephone Number, Including Area Code)

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

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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):

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☐	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))

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

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Title of each class	Trading Symbols	Name of each exchange on which registered
Common Stock, $0.00001 par value	MITQ	NYSE American LLC

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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 ☒

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. ☐

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Item 7.01Regulation FD Disclosure.

On April 1, 2024, Moving iMage Technologies, Inc. issued a press release announcing the adoption of a 10b5-1 trading plan to facilitate its share repurchase program.  A copy of the press is attached hereto as Exhibit 99.1 and the information therein is incorporated herein by reference.

The information reported under this Item 7.01 in this Current Report on Form 8-K, including Exhibit 99.1 and 99.2 attached hereto, shall not be deemed filed for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filing. ****

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Item 9.01	Financial Statements and Exhibits.

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(d)	Exhibits

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Exhibit No.		Exhibit
99.1	​	Press Release dated April 1, 2024
104	​	Cover page Interactive Data File (embedded within the inline XBRL document)

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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.

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​	Moving iMage Technologies, Inc.
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Date: April 2, 2024	By:	/s/ William Greene
​	Name:	William Greene
​	Title:	Chief Financial Officer

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Moving iMage Technologies (MiT) Announces Stock Repurchase Program and 10b5-1 Stock Trading Plan

FOUNTAIN VALLEY, Calif. April 1, 2024 --(BUSINESS WIRE)-- Moving iMage Technologies (NYSE American: MITQ) (“MiT”), a leading technology and services company for cinema, Esports, stadiums, arenas and other out-of-home entertainment venues, today announced it has adopted a new share repurchase program to replace the Company’s previous $1.0 million share repurchase program that expired on March 23, 2024.

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The new share repurchase program authorizes the repurchase of up to $363,000 worth of shares and will expire at the earlier of June 30, 2024, or when the maximum dollar amount of shares is repurchased. Through March 22, 2024, under the prior repurchase plan, the Company repurchased approximately 6.3% of the total shares outstanding for $637,000. All repurchases will be implemented in accordance with the applicable requirements of Rule 10b-18 under the U.S. Securities Exchange Act of 1934.

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The Company also established a 10b5-1 stock trading plan that allows for repurchases of MITQ common stock during blackout periods based on MiT's insider trading policy that surrounds important corporate events, announcements and quarterly earnings releases, therefore expanding the number of days available to repurchase shares from approximately 90 days to 250 days on an annual basis. An independent U.S. broker-dealer is acting as the Company’s agent to purchase its shares on pre-arranged terms pursuant to the Rule 10b5-1 stock trading plan.

About Moving iMage Technologies

MOVING iMAGE TECHNOLOGIES (NYSE American: MITQ) is a leading provider of technology, products, and services to the Motion Picture Exhibition industry and is expanding into live entertainment venues and Esports. We sell proprietary products, which we design and manufacture in-house, and are developing, introducing, and supporting a wide range of disruptive technologies that will bring SaaS and subscription-based products.

Our Caddy brand of proprietary manufactured products is a leading provider of cup holders, trays, and other products to entertainment and sports venues. For more information, visit www.movingimagetech.com.

Forward-Looking Statements

All statements above that are not purely about historical facts, including, but not limited to, those in which we use the words “believe,” “anticipate,” “expect,” “plan,” “intend,” “estimate,” “target” and similar expressions, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. While these forward-looking statements represent our current judgment of what may happen in the future, actual results may differ materially from the results expressed or implied by these statements due to numerous important factors. Our filings with the SEC provide detailed information on such statements and risks and should be consulted along with this release. To the extent permitted under applicable law, we assume no obligation to update any forward-looking statements.

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Moving iMage Technologies Investor Relations and Media Contacts:

Brian Siegel, IRC®, M.B.A.

Vice President, Strategic Communications and Investor Relations

Moving iMage Technologies

Senior Managing Director

Hayden IR

(346) 396-8696

brian@haydenir.com