SCHMID Group N.V 6-K, filed May 21, 2025
SCHMID Group N.V. (SHMD)
About this 6-K
SCHMID Group N.V filed this 6-K on May 21, 2025.
UNITED STATES SECURITIES
AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT
TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES
EXCHANGE ACT OF 1934
For the month of May 2025
Commission File Number: 001-42040
SCHMID Group N.V.
(Registrant's name)
Robert-Bosch-Str. 32-36,
72250
Freudenstadt, Germany
Tel: +49 7441 538 0
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F: Form 20-F x Form 40-F
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
As previously disclosed in a Form 12b-25 Notification of Late Filing (the “12b-25”) filed by SCHMID Group N.V. (the “Company”) on April 30, 2025, the Company is delayed in filing its Annual Report on Form 20-F for the annual period ended December 31, 2024 (the “FY 2024 Form 20-F”) with the U.S. Securities and Exchange Commission (the “SEC”).
On May 16, 2025, the Company received a notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, because the Company is delinquent in filing the FY 2024 Form 20-F, the Company no longer complies with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”), which requires companies with securities listed on Nasdaq to timely file all required periodic reports with the SEC. The Notice has no immediate effect on the listing or trading of the Company’s common stock or publicly traded warrants on the Nasdaq Global Select Market.
In accordance with Nasdaq’s listing rules, the Company has 60 calendar days after the Notice to submit a plan to regain compliance with the Listing Rule. Following receipt of such plan, Nasdaq may grant an extension of up to 180 calendar days from the FY 2024 Form 20-F’s due date, or until November 11, 2025, for the Company to regain compliance.
In the 12b-25, the Company announced that it was unable, without unreasonable effort or expense, to file its FY 2024 Form 20-F by the prescribed filing date. The complexity of accounting associated with the de-SPAC transaction as well as unforeseen temporary absences of both responsible former management of Pegasus Digital Mobility Acquisition Corp. and of the Company resulted in delays in finalizing the financial statements including the accounting treatment of the complex de-SPAC transaction. In addition, to finalize the FY 2024 Form 20-F, certain documentation in relation to a joint venture in Turkey is still outstanding and required as well as the conclusion of an amendment agreement with XJ Harbour HK Limited ("XJ") in relation to the postponement of two payments to be made by the Company to XJ in 2025 in connection with the sale and transfer of the remaining equity interest of XJ in Schmid Technology (Guangdong) Co., Ltd., a subsidiary of the Company, as agreed in the subscription agreement with XJ on January 29, 2024.
While the Company cannot provide specific timing, it is working diligently to complete and file the FY 2024 Form 20-F as soon as practicable. The Company intends to submit a compliance plan to Nasdaq if necessary and take the appropriate steps to regain compliance with Nasdaq’s listing rules as promptly as possible.
Press Releases Furnished as Exhibits
On May 21, 2025, the Company issued a press release disclosing the receipt of the Notice. A copy of the press release is furnished herewith as Exhibit 99.1.
On May 21, 2025, the Company also issued a press release in relation to the current order status and market outlook. A copy of the press release is furnished herewith as Exhibit 99.2
The information furnished in Exhibit 99.1 and Exhibit 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Caution Regarding Forward-Looking Statements
This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are based upon current expectations or beliefs, as well as assumptions about future events. Forward-looking statements include all statements that are not historical facts and can generally be identified by terms such as “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potentially,” or “will” or similar expressions and the negatives of those terms. These statements include, but are not limited to, statements relating to the Company’s plan to regain compliance with Nasdaq’s rules, the Company’s plans and expectations about the completion and filing of the 2024 Form 20-F, and the timing thereof. Actual results could differ materially from those expressed in or implied by the forward-looking statements due to a number of risks and uncertainties, including but not limited to, the timing of the Company’s submission of a Plan, Nasdaq’s acceptance of the Plan, the duration of any extension that may be granted by Nasdaq, the potential inability to meet Nasdaq’s requirements, the Company’s preparation of the 2024 Form 20-F, the possibility of additional delays in the filing of the 2024 Form 20-F, and the other risks and uncertainties described in the Company’s SEC reports and under the heading “Risk Factors” in its most recent annual report on Form 20-F which are available at www.sec.gov. These forward-looking statements speak only as of the date of this report. Except as required by law, the Company does not undertake any obligation to update or revise its forward-looking statements to reflect events or circumstances after the date of this report.
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| The following exhibit is furnished herewith | |
| Exhibit Number |
|
| 99.1 | Presse release dated May 21, 2025 disclosing the receipt of the Notice. |
| 99.2 | Press Release dated May 21, 2025 on order status and market outlook |
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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.
| Dated: May 21, 2025 | SCHMID Group N.V.. | |
| By: | /s/ Julia Natterer | |
| Name: | Julia Natterer | |
| Title: | Chief Financial Officer | |
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Exhibit 99.1
PRESS RELEASE
SCHMID Group N.V. Receives Notification of Deficiency from Nasdaq Related to Delayed Filing of Annual Report on Form 20-F
Freudenstadt, Germany, May 21, 2025 – SCHMID Group N.V. (NASDAQ: SHMD) (the "Company"), a global leader in providing solutions to the high-tech electronics, photovoltaics, glass, and energy systems industries, announced that it received an expected delinquency notification letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) on May 16, 2025 (the “Notice”). The Notice indicated that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”) as a result of its failure to timely file its Annual Report on Form 20-F for the year ended December 31, 2024 (the “FY 2024 Form 20-F”) as described more fully in the Company's Form 12b-25 Notification of Late Filing filed with the Securities and Exchange Commission (the "SEC") on April 30, 2025 (the "12b-25"). The Listing Rule requires Nasdaq-listed companies to timely file all required periodic reports with the SEC.
In accordance with Nasdaq’s listing rules, the Company has 60 calendar days after the Notice to submit a plan to regain compliance with the Listing Rule. Following receipt of such plan, Nasdaq may grant an extension of up to 180 calendar days from the FY 2024 Form 20-F’s due date, or until November 11, 2025, for the Company to regain compliance.
In the12b-25, the Company announced that it was unable, without unreasonable effort or expense, to file its FY 2024 Form 20-F by the prescribed filing date. The complexity of accounting associated with the de-SPAC transaction as well as unforeseen temporary absences of both responsible former management of Pegasus Digital Mobility Acquisition Corp. and of the Company resulted in delays in finalizing the financial statements including the accounting treatment of the complex de-SPAC transaction. In addition, to finalize the FY 2024 Form 20-F, certain documentation in relation to a joint venture in Turkey is still outstanding and required as well as the conclusion of an amendment agreement with XJ Harbour HK Limited ("XJ") in relation to the postponement of two payments to be made by the Company to XJ in 2025 in connection with the sale and transfer of the remaining equity interest of XJ in Schmid Technology (Guangdong) Co., Ltd., a subsidiary of the Company, as agreed in the subscription agreement with XJ on January 29, 2024.
While the Company cannot provide specific timing, it is working diligently to complete and file the FY 2024 Form 20-F as soon as practicable. The Company intends to submit a compliance plan to Nasdaq if necessary and take the appropriate steps to regain compliance with Nasdaq’s listing rules as promptly as possible.
About The SCHMID Group
The SCHMID Group is a world-leading global solutions provider for the high-tech electronic, photovoltaics, glass, and energy systems industries, with its headquarters in Freudenstadt, Germany. Founded in 1864, today it employs more than 800 staff members worldwide, and has technology centers and manufacturing sites, and several sales and service locations globally. The Group focuses on developing customized equipment and process solutions for multiple industries including electronics, renewables, and energy storage.
Learn more at www.schmid-group.com
Exhibit 99.2
PRESS RELEASE
SCHMID Group Update on Order Situation and Market Development in 2025
Freudenstadt, May 21, 2025 - Following a challenging year in 2024, which was particularly affected by the ongoing trade conflict between the USA and China, the SCHMID Group is now experiencing a welcome turnaround. Incoming orders are currently within the expected range, confirming the positive market trend that began to emerge at the end of 2024.
A key driver of this development is the dynamic growth in the AI server segment. Increasing market interest and rising demand in this area are leading to a significant surge in volume. Current assessments suggest that this trend will continue and intensify throughout the remainder of 2025 and into 2026 — offering SCHMID a promising outlook.
“The current market signals clearly show that our strategic realignment is bearing fruit,” says Christian Schmid, CEO of the SCHMID Group. “The situation is visibly stabilizing — and we are seizing the opportunities provided by technological advancements, particularly in the field of artificial intelligence.”
At the same time, SCHMID is responding to ongoing global challenges resulting from the trade conflict, which continues to be viewed as a medium- to long-term influencing factor. The company is currently evaluating several strategic and financial partnership opportunities to further strengthen its market position in key regions and to dynamically expand growth through targeted collaborations.
“Our goal is to ensure long-term competitiveness and enable sustainable growth,” Christian Schmid continues. “We expect to make timely decisions on these cooperation initiatives in order to seize the opportunities at hand swiftly and effectively.”
The SCHMID Group looks ahead with confidence to the coming months and
years.
A combination of clear strategic direction and favorable market trends provides a strong foundation for a sustainable growth trajectory.
About the SCHMID Group
The SCHMID Group is a global leader in providing solutions for the high-tech industry in the fields of electronics, photovoltaics, glass, and energy systems. SCHMID N.V. and Gebr. SCHMID GmbH are headquartered in Freudenstadt, Germany. Founded in 1864, the company currently employs over 800 people worldwide and operates technology centers and production facilities at multiple locations, including Germany and China, along with several global sales and service locations. The Group focuses on developing customized equipment and process solutions for a variety of industries, including electronics, renewable energy, and energy storage. Our system and process solutions for the production of substrates, printed circuit boards, and other electronic components ensure cutting-edge technology, high yields at low production costs, maximum efficiency, quality, and sustainability through environmentally friendly manufacturing processes.
For more information about the SCHMID Group, please visit: www.schmid-group.com
